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2019 Annual Report

Notice of 2020 Annual Meeting and Proxy Statement To our shareholders, colleagues, customers and partners:

Our long-standing passion and ambitions

For decades, Instruments has operated with a passion to create a better world by making more affordable through . We were pioneers in the transition of the world from vacuum tubes to and then to integrated circuits. As each generation became more reliable, more affordable and lower in power, semiconductors were used by a growing number of customers and markets. This passion is alive today as we help our customers develop electronics and new applications, particularly in industrial and automotive markets. It’s why we do what we do.

Our founders had the foresight to know that passion alone was not enough. Building a great company required a special culture to thrive for the long term. For many years, we’ve run our business with three overarching ambitions in mind. First, we will act like owners who will own the company for decades. Second, we will adapt and succeed in a world that’s ever changing. And third, we will be a company that we’re personally proud to be a part of and would want as our neighbor. When we’re successful in achieving these ambitions, our employees, customers, communities and shareholders all win. Building a stronger TI

For almost a decade, we’ve had a clear plan for building the company stronger by focusing on analog and embedded products and the industrial and automotive markets, because they’re the best products and the best markets for semiconductors. We’ve focused our investments in these strategic areas and in strengthening our competitive advantages: and technology; portfolio breadth; market reach; and diverse and long-lived products, markets and customer positions. Together, these competitive advantages separate us from our peers and are difficult to replicate. 2019 performance

Our performance in 2019 showed what our business model can deliver, despite headwinds from trade tensions and an industry downturn. After investing in our people, products and capacity for the future, we again returned more than 100% of free cash flow to our shareholders in the form of dividends and stock repurchases. With free cash flow of $5.8 billion, or 40% of revenue, we returned $6.0 billion. Our quarterly dividend increased 17%, marking the 16th year of dividend increases. In addition, our balance sheet remained strong. We will continue to be disciplined in executing our capital management strategy: investing in and strengthening our competitive advantages, growing free cash flow per share over the long term and returning free cash flow to the owners of the company. Looking ahead

We remain committed to pursuing our passion to create a better world by making electronics more affordable through semiconductors. You can count on us to do this by staying true to our ambitions to think like owners for the long term, adapt in a world that’s ever changing and behave in a way that makes our stakeholders proud. When we’re successful, our employees, customers, communities and shareholders all win.

Rich Templeton Chairman, president and CEO

Note: Free cash flow (non-GAAP) = Cash flow from operations less capital expenditures. See page 19 for reconciliation. Form 10-K table of contents PART I Item 1. Business ...... 2 Item 1A. Risk factors ...... 7 Item 1B. Unresolved staff comments ...... 12 Item 2. Properties ...... 13 Item 3. Legal proceedings ...... 13 Item 4. Mine safety disclosures ...... 13 PART II Item 5. Market for Registrant’s common equity, related stockholder matters and issuer purchases of equity securities .... 14 Item 6. Selected financial data ...... 15 Item 7. Management’s discussion and analysis of financial condition and results of operations ...... 16 • Overview ...... 16 • Results of operations ...... 17 • Financial condition ...... 18 • Liquidity and capital resources ...... 18 • Non-GAAP financial information ...... 19 • Long-term contractual obligations ...... 20 • Critical accounting policies ...... 20 • Changes in accounting standards ...... 21 • Off-balance sheet arrangements ...... 21 • Commitments and contingencies ...... 21 Item 7A. Quantitative and qualitative disclosures about market risk ...... 22 Item 8. Financial statements and supplementary data ...... 23 • Consolidated Statements of Income ...... 24 • Consolidated Statements of Comprehensive Income ...... 25 • Consolidated Balance Sheets ...... 26 • Consolidated Statements of Cash Flows ...... 27 • Consolidated Statements of Stockholders’ Equity ...... 28 Notes to financial statements ...... 29 1. Description of business, including segment and geographic area information ...... 29 2. Basis of presentation and significant accounting policies and practices ...... 30 3. Stock compensation ...... 34 4. Income taxes ...... 38 5. Financial instruments and risk concentration ...... 40 6. Valuation of debt and equity investments and certain liabilities ...... 41 7. Goodwill and acquisition-related intangibles ...... 43 8. Postretirement benefit plans ...... 43 9. Debt and lines of credit ...... 48 10. Leases ...... 50 11. Commitments and contingencies ...... 50 12. Supplemental financial information ...... 51 13. Quarterly financial data (unaudited) ...... 53 Report of independent registered public accounting firm ...... 54

TEXAS INSTRUMENTS i Item 9. Changes in and disagreements with accountants on accounting and financial disclosure ...... 56 Item 9A. Controls and procedures ...... 56 Item 9B. Other Information ...... 58

PART III Item 10. Directors, executive officers and corporate governance ...... 58 Item 11. Executive compensation ...... 58 Item 12. Security ownership of certain beneficial owners and management and related stockholder matters ...... 59 Item 13. Certain relationships and related transactions, and director independence ...... 59 Item 14. Principal accountant fees and services ...... 59

PART IV Item 15. Exhibits, financial statement schedules ...... 60 Notice regarding forward-looking statements ...... 62 Signatures ...... 63

Proxy statement table of contents

Notice of annual meeting of stockholders ...... 1 Table of contents ...... 2 Voting procedures, quorum and attendance requirements ...... 3 Election of directors ...... 5 Board organization ...... 12 Director compensation ...... 16 Executive compensation ...... 19 Audit Committee report ...... 44 Proposal to ratify appointment of independent registered public accounting firm ...... 44 Additional information ...... 45 Notice regarding forward-looking statements ...... 51 Directions and other annual meeting information ...... 52 Appendix A (Non-GAAP reconciliations) ...... A-1

Other information table of contents

Comparison of total shareholder return ...... 1 Notice regarding forward-looking statements ...... 1

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FORM 10-K PART I 2 TEXAS INSTRUMENTS • 2019 FORM 10-K ITEM 1. Business Our Analog segment generated $10.22sound, billion temperature, of pressure revenue or in images, 2019.data by Analog that conditioning semiconductors can them, change be amplifying real-world processed them signals,manage by and such power other often as in semiconductors, converting all such them electronic as toenergy, equipment embedded a whether by processors. stream the Analog converting, of equipment semiconductors distributing, digital is are storing,particularly plugged also discharging, industrial, into used isolating automotive a to and and wall measuring personal or electrical electronics. using a battery. Our Analog products are used in many markets, Analog Our segments represent groups ofrequirements, similar product products characteristics, that manufacturing are combined processesmanagement and on allocates distribution the resources basis channels. and of Our measures similar segments results. design also and reflect development how Semiconductors are electronic components thatSemiconductors, serve generally as known the as building “chips,” blocksthousands combine inside of multiple modern products transistors electronic that to systems are form andwith used a equipment. other to complete devices, accomplish electronic managing many circuit. and different Weportfolio distributing things, have includes power, such tens products as processing of that converting data, are and canceling integral amplifying noise to signals, and almost interfacing improving all signal electronic resolution. equipment. This broad Product information The combined effect of ourstronger ambitions, company. business Over model time, and we sustainablecash have competitive flow gained advantages to market is our share that owners. in we Analog have and continued Embedded to Processing build and a grown and returned all free This business model is theespecially foundation on of a our per-share capital basis, managementflow is strategy, (cash important which flow for is from maximizing based operations shareholder onreturned less value our to capital over belief shareholders. expenditures) the that TI’s will long free business be term. cashreturn model valued We flow that puts also only growth, cash us believe if to in that it shareholders. a is free unique productively cash class invested of in companies the with business the or ability to grow, generate cash and Our business model is designedunique around class four of sustainable companies. competitive These advantagesof advantages that differentiated include we analog (i) believe, and a in embedded strong combination,(iv) foundation processing put diversity products, of us and (iii) manufacturing in longevity reach and a of of technology,of our market (ii) our products, channels a resources, markets including broad is and our portfolio on customer salesthe Analog positions. force industrial and Our and and Embedded strategic TI.com automotive Processing, focus, and markets. with andlonger, We a where due believe particular we to these emphasis invest increasing markets on the represent designing majority automotive content. the and markets Additionally, best selling provide growth analog those long opportunities and products product embedded over into offer life the processing stability, cycles, next products profitability intrinsic decade sold and diversity or into strong and industrial cash less and generation. capital-intensive manufacturing, which we believe For many years, we havethe run company our for business decades. with Second, threethat we overarching we will ambitions are adapt in personally and mind. proud succeed First,ambitions, to in we our be a will employees, a world act customers, part that like communities of is owners and and ever who shareholders that changing. will all we And own win. would third, want we as will our be neighbor. a When company we are successful in achieving these We design and make semiconductorsbegan that in we 1930, sell and to we electronicsoperations are designers in incorporated and more in manufacturers than Delaware. all 30 With overresults countries. headquarters the of Our world. in our two Dallas, Our remaining reportable operations Texas, business segments we activities are have in Analog design, Other. and manufacturing In Embedded or 2019, Processing, sales we and generated we $14.38 report billion the of revenue.

FORM 10-K eiiiniae) acltr n eti utmsmcnutr nw sapiainseii nertdcrut (ASICs). circuits integrated application-specific as known DLP semiconductors from custom Other the revenue certain segments. meet includes and operating not and other do 2019 images), with that in definition aggregated segments revenue be operating of cannot includes billion and which $1.22 segments Other, generated reportable in individually activities for business thresholds remaining our quantitative of results the report We activity. computing specific for designed are Other processors Applications data. computations digital mathematical improve perform DSPs or processors. process to applications and instantaneously (DSPs) almost processors signal digital includes Processors equipment. electronic Processors that for peripherals tasks and specific memory of core, set processor a a control with to systems designed stand-alone self-contained are and are capabilities solutions. integrated connectivity with wireless microcontrollers microcontrollers, includes Microcontrollers Connected Processors. and Microcontrollers Microcontrollers time. Connected Connected over lines: share product market major our following increase the of to includes 16% positioned segment about well Processing was are Embedded 2019 we Our in believe market revenue We the segment’s leaders. sources, Processing the external Embedded among to Our is According 2019. which 2019. in market, in billion fragmented revenue $18 this our about of was 20% processors about embedded generated for customer next. products our the Processing of to Embedded length generation of the product Sales increase one to from and tends research investment re-use own This to their products. prefer invest our customers often on many customers operates because our that relationships that software is write products to Processing (R&D) Embedded development our of characteristic important An products Processing automotive. and Embedded Our industrial automotive (ADAS). particularly in systems markets, used assistance many devices driver in low-cost complex advanced used simple, specialized, and are from highly systems for vary to infotainment optimized devices toothbrushes as Our be electric such can application. as applications and the such tasks on applications specific depending in “brains” handle cost, used the to and microcontrollers are designed power products are performance, Processing processors of Embedded Embedded combinations 2019. equipment. various in electronic revenue of of types billion many $2.94 of generated segment Processing Embedded Our electronics, systems. safety personal Processing as automotive Embedded such and markets displays into like sold applications primarily support are products that These products automotive. standard and and industrial analog integrated includes Volume High amplifiers, include markets, Volume end High of products. variety sensing or a and transferred serve clocks be which drives, to products, motor information Chain products, allow Signal interface to Our converters, signals control. data real-world and measure processing and further condition for sense, converted that products includes Chain Signal Chain Signal lighting mobile and products high-voltage supply devices, power manage protection products. to components, integrated display portable designed interfaces, and is solutions, and portfolio management switches broad battery products, Our using point-of-load systems. levels controls, electronic voltage in different power across manage requirements customers power help that products includes Power Volume. High and Chain Signal Power Power, lines: time. product over major share following market, market the our fragmented includes increase this segment to of Analog analog 19% positioned Our for about well market was are the 2019 we sources, in believe external revenue We to segment’s position. According Analog leading 2019. Our the in 2019. is revenue in which our billion of $54 71% about about was generated semiconductors products Analog our of Sales EA NTUET 09FR 0K3 10-K FORM 2019 • INSTRUMENTS TEXAS ® rdcs(rmrl sdi rjcost raehigh- create to projectors in used (primarily products

FORM 10-K Factory automation & control Grid infrastructure Medical Aerospace & defense Test & measurement Appliances Pro audio, video & signage Motor drives Power delivery Retail automation & payments Industrial transport Lighting Infotainment & cluster Passive safety Hybrid, electric & powertrain systems Body electronics & lighting Mobile phones PC & notebooks Connected peripherals & printers Home theatre & entertainment TV Tablets Wearables (non-medical) Data storage Gaming Wireless infrastructure Broadband fixed line Datacom module Data center & enterprise computing Enterprise machine 4 TEXAS INSTRUMENTS • 2019 FORM 10-K Despite recent consolidation, the analogsignificant and global embedded competition processing from markets dozens remainsuppliers. of highly Our large fragmented. competitors and As also small a include companies, result,we emerging including we operate. companies, both face particularly broad-based in suppliers Asia, and that niche sell products into the same markets in which Market characteristics Competitive landscape The table below lists themarket major represented. markets The for chart our also products lists, in in 2019 declining and order theMarket of estimated our percentage revenue, of the our sectors 2019Industrial within revenue each that market. the (36% of TI revenue)Automotive (21% of TI revenue) Building automation Sector Personal electronics (23% of TI revenue)Communications equipment Advanced driver(11% assistance of systems TI (ADAS) revenue)Enterprise systems (6% of TI revenue) Portable electronics Other (calculators and other) (3% of TI revenue) Wired networking Enterprise projectors Markets for our products In Other, we also includeof items these that items are include not acquisition usedenvironmental charges, in costs, restructuring evaluating insurance charges, the settlements and results and certain of gains corporate-level or and items, in losses such allocating from as resources other litigation to activities, expenses, our including segments. asset Examples dispositions.

FORM 10-K fsmcnutrdvcso hnslcnwfr ahdvc ntewfri akgdadtse.Teetr rcs ae place takes process completion. entire for The months tested. three to and two packaged is about wafer requiring the products number on most a device with fabricate Each facilities, that wafer. specialized steps highly processing thin in chemical a and on photolithographic devices of semiconductor sequence of a with begins manufacturing Semiconductor Manufacturing e-commerce services. and fulfillment website order include and customers programs our consignment support inventory directly as to well capabilities as improved enhancements and distribution new the in through investments we flowing Our As business benefits. less other have among distributors. will supply, fewer we of years, require assurance several will greater better next therefore us and the and with service give over channel align better relationships relationships better customer provide customer to direct to direct network us Closer these distribution customers. allow expand our our and evolving with needs and customer relationships capabilities direct into new more insight products. in closer, our investing establish of been to inventory have strategy maintain we our through they years, and and several website, distributors, past our our the and through Over force fulfilled sales were broad sales our our including of channels, 65% sales about direct 2019, through In derived products distributors. revenue our our sell of and one-third market than We more with diverse, is base 100. customer largest Our our customers. outside 100,000 customers about from to products our sell We first distribution the in and weaker sales be Customers, to quarters. tends third rate and growth second the revenue with sequential compared our Historically, when quarters variation. seasonal fourth some and to subject is revenue Our us give to plan loadings. Seasonality programs we factory inventory addition, manage consignment In accurately utilize cyclicality. more as of and and well impact demand as Industrial the customer customers. demand, smooth into of of to insight group ahead help improved small expansion which or cycles, equipment market life and diverse single product facility and and a long manufacturing large analog of from a on performance benefit serve resources the also markets our on markets and focus dependence automotive products We our These TI. reduces markets. on which automotive cycle base, and semiconductor customer the industrial of and facilities. effect products manufacturing the processing semiconductor dampen embedded maintain to and strategies build several semiconductor to employ The required We cycle. money semiconductor and the time in significant downturns the excess and by and/or upturns affected demand as be weakening to could The and/or by referred cycle inventories. demand caused typically of strengthening inventory are depleting by surplus These and caused of capacity. building supply periods manufacturing the by tight and of followed demand periods capacity, and by manufacturing supply characterized insufficient of been flow has and historically ebb market the semiconductor to refers cycle” “semiconductor The cycle Market processes manufacturing as time and over designs decline mature. product to cycles in tend life advances costs product incremental, manufacturing and generally and though prices constant, Semiconductor by processes. characterized manufacturing is market semiconductor global The factor cycle competitive a Product is development software in advantage investments cost prior products. structural customers’ Processing a and Embedded and products, our performance Analog for addition, of our In levels for development price. differentiated factors product and provide competitive innovation, capabilities that are technological and technologies market, capacity package to manufacturing and breadth channels reliability, process the its quality, manufacturing including of service, factors, depth customer several and support, on strength technical depends the execution, generally line, market product semiconductor company’s the a in of performance competitive that believe We EA NTUET 09FR 0K5 10-K FORM 2019 • INSTRUMENTS TEXAS

FORM 10-K 6 TEXAS INSTRUMENTS • 2019 FORM 10-K We own trademarks that arewhich used are in “Texas the Instruments” conduct and of our our corporate business. monogram. These trademarks are valuable assets, the most important of We often participate in industryParticipation initiatives in to these set initiatives technical may standards.non-discriminatory require Our terms. us competitors to may license participate certain in of the our same patents initiatives. to other companies on reasonable and Intellectual property We own many patents, andbusiness. have We many have patent developed applications a pending,license strong, in agreements, broad-based the which patent United vary portfolio States in and andbusiness duration, continually other materially involving add countries dependent rights patents in upon to to fields any our that relating one portfolio portfolio. to patent or We our or those also patent of have license. other companies. We do not consider our Raw materials We purchase materials, parts andsuppliers. supplies The from materials, a parts number and ofmaterials, supplies suppliers. parts essential In and to some supplies cases our will we business be purchase are available such generally in items available from the at sole-source foreseeable present, future. and we believe that such Backlog We define backlog as oftime. a Our particular backlog date at as any purchaseindustry particular orders conditions date with change, may a orders not customer-requested may be deliverydate. be indicative date Customer subject of within order to revenue a placement cancellation for specified practices or any lengthwell continually modification future of as evolve of period. industry based terms As supply on such customer and customers’ as requirementsoccurs capacity individual pricing, and at considerations. business quantity the Further, needs or same our and delivery time consignment capabilities,was as programs as $1.0 delivery, do billion i.e., not when at result December the in 31, customer backlog 2019, pulls because and the the $1.5 product order billion from at consigned December inventory. 31, Our 2018. backlog of orders Inventory Our objectives for inventory areand to improve maintain manufacturing high asset levels utilization. ofbuild To customer ahead service meet of and these demand stable objectives long-lived, lead andand low-volume times, to low products minimize allow risk and inventory greater of maintain obsolescence flexibility obsolescence. inventory inbecause Further, of periods over we other of time have products high we improved that demand, have insight have we customers. increased into a In consignment demand broad 2019, inventory and customer about programs are base 65% and betterdemand of are able will TI building to cause revenue closer, manage our was more our inventory fulfilled direct factory levels from relationships loadings to consignment with fluctuate programs. our over Our time. strategy and expected customer We expect to continue toobtain maintain manufacturing sufficient equipment internal to manufacturing support capacitycapacity new to and technology meet maximize developments the our and majority responsiveness of revenuefoundries, to our growth. and customer production To demand, subcontractors. needs supplement In we and our 2019, use to manufacturing our we the Embedded sourced capacity Processing about of segment, 20% outside and of suppliers, about our commonly 40% total known of wafers as our from assembly/test external services foundries, from most subcontractors. of which support We invest in manufacturing technologiesmanufacturing and helps do ensure most a of consistent ourdifferentiates supply manufacturing the of in-house. features products This of for strategic our our decisionin products. customers to our We and directly advanced have also control analog focused allows our 300-millimeter on usTo capacity, creating to strengthen which a invest this has competitive in advantage, about manufacturing technology we a cost that Richardson, are 40% advantage Texas, moving cost by as forward advantage investing 300-millimeter with per wafers our unpackaged will plan chip continue to over to build 200-millimeter. support our the new majority 300-millimeter of wafer our fabrication Analog facility growth. in We own and operate semiconductorfabrication manufacturing and facilities assembly/test in facilities. North Our America,once facilities Asia, in require Japan operation. substantial and investment Europe. to These construct include and both are wafer largely fixed-cost assets

FORM 10-K h netetcmuiysepcain o u uuersls iied rsaerprhss n te atr,mn fwhich of many factors, other and/or and our repurchases, in share changes market or expectations, general dividends control. community’s in results, our investment fluctuations future beyond the to our are and/or due for our volatility expectations meet to community’s not subject investment the do is the and that securities are performance results our we our financial of an companies, affect price actual be many may the conditions, to Like which Similarly, meant operations. weakness, customers. not macroeconomic international our are with broad of and associated with performance operations company downturn of are a potential results factors TI, a with risk and to to filings These condition apply susceptible our filings. financial that of these our risks other into affect of and reference may discussion this by that exhaustive in factors incorporated elsewhere materials certain discussed in highlight factors and to the (SEC) intended with Commission conjunction Exchange in and factors Securities risk the following the read should You factors Risk 1A. ITEM 75266-0199, Texas, Dallas, these 8657, of MS copies 660199, request Box may P.O. Stockholders Incorporated, Officers. Instruments and Finance Texas Relations. Conduct; Senior to Investor of and writing Attention: Code Officer by our Executive charge (iii) Chief of directors; TI free Audit, of for documents the board Ethics for our of charters of Code (ii) Committees our Guidelines; Relations (iv) Governance Stockholder Corporate and our Governance (i) and our www.ti.com/corporategovernance: Compensation, by reports. at filed those website reports to our are amendments on website reasonably and Available Relations as 5, Investor soon and TI as 4 through the reports, 3, charge through those Forms of available to on free Also amendments officers available SEC. and executive make the 8-K, and We with and directors report. 10-Q filed this 10-K, are of Forms they part on after not reports practicable is our website website our Relations on Investor Information our www.ti.com. is address internet Our information Available employees. 29,768 had we 2019, 31, December At 2019. in 2014. officer to executive 2012 Employees an from Messrs. became company 2017. Ron the in Mr. of company 2018. officer 2015. the in executive in of company an company officers the previously the executive of was of became officers Anderskouv as officer Haren executive Mr. served executive Van became All have an and Kozanian qualified. Whitaker became Barker and and Ms. Mses. Trochu Flessner elected and Ms. and Bahai, been Xie years. Lizardi have and five and shall Templeton than Ilan successor Messrs. more Anderskouv, their years. for Messrs. until five company election than the their more of of for officers date company executive the the from of is employees officers been these have of office of term The Position Xie Bing Whitaker H. Darla Age Haren Van M. Julie Trochu Hoff Cynthia Templeton K. Richard Ron Amichai Lizardi R. Rafael Kozanian H. Hagop Ilan Haviv Flessner M. Kyle Barker L. Ellen Bahai S. Ahmad offices or Anderskouv positions Niels the and company the of officers Name executive the named: of person ages each and by names held the company of the list with alphabetical an is following The Registrant the of officers Executive ...... 52 ...... 51 ...... 42 ...... 57 ...... 47 ...... 49 ...... 57 ...... 54 ...... 50 ...... 51 ...... 37 ...... 56 ...... 61 ...... EA NTUET 09FR 0K7 10-K FORM 2019 • INSTRUMENTS TEXAS eirVc President Vice Senior President Counsel Vice General Senior Officer and Executive Secretary Chief President, and Vice President Senior Board, the of Chairman Director, Officer Accounting Chief and Officer Financial Chief President, Vice Senior President Vice Senior President Vice Senior President Vice Senior President Vice Senior President Vice Senior eirVc President Vice Senior President Vice Senior Officer Information Chief and President Vice Senior

FORM 10-K 8 TEXAS INSTRUMENTS • 2019 FORM 10-K Our ability to match inventoryrevenue and forecast. production In with addition, the when productbased responding mix on to needed forecasts customers’ to of requests fill customers’ for orderscustomer demands. shorter may demand, These shipment affect we forecasts lead our may are times, ability hold based we toaffect inadequate, on manufacture meet our multiple excess products a results or assumptions. quarter’s of obsolete If operations inventory we and that inaccurately financial would forecast condition. reduce our profit margins and adversely Our results of operations alsouncertainty might regarding suffer because the of stability a ofeconomic general global or decline credit other in and conditions; customer financial breaches demand markets;customer’s of resulting natural inability customer from, events to information for or access technology example: domestic credit systems or markets that international and disrupt political, other customer social, sources operations; of or needed a liquidity. Our customers include companies in awithin wide our range end of markets end declines markets orthe and the semiconductor sectors rate market within of occasionally those growth leads markets. slows, toloss If our significant or demand results and significant in of rapid curtailment one operations increases of or may and purchasesdesign more be decreases by or sectors adversely in one manufacturing affected. product or sourcing The demand. more policies cyclical Additionally, of oror nature the our practices trade of large of restrictions, customers, these may including customers, adversely curtailments the affect due timing our to of results a customer of change or operations in distributor and the inventory financial adjustments, condition. Changes in expected demand forof our operations. products could have a material adverse effect on our results We face intense technological andcontinue pricing to competition increase in from the large marketscompanies, competitors in particularly and which in from we Asia, small operate. that competitors Wecompetition sell serving expect as products niche this a into markets, competition result the and will of same alsoinvestment. China markets from These actively in emerging actions, promoting which in and we conjunction reshaping operate.prevent with its For us trade domestic example, from tensions, semiconductor we competing may industry may effectively. restrict through facedevelop Certain us increased policy and competitors from changes market possess participating and products sufficient in that financial, theallow may technical China them compete and market to favorably management or compete against resources may more our to reduced effectively. products, profit The and margins price consolidation and and among lost product ourefficiencies, business development competitors or opportunities pressures may meet in that the the result technological, event from product, that competition support, we may software are lead or unable to manufacturing to advancements match of the our price competitors. declines or cost We face substantial competition thatpricing requires pressures. us to respond rapidly to product development and We are exposed to political,labor social conditions, and and economic possible conditions, disruptions securitycountries in risks, in terrorism transportation, which or communications we other and operate. hostile informationin In acts, technology relation addition, health networks to our conditions, of the global the non-U.S. operations various an currencies expose adverse in us effect which to on we periods our transact when results business. the of The U.S. operations remeasurement dollar and of significantly financial non-U.S. fluctuates condition. dollar transactions can have We have facilities in moreStates; than shipments 30 of countries. products About into 85%experienced, China of and represent our other a revenue countries large comes may from portionconditions experience, shipments of through increasing to our the protectionism locations revenue. enactment that outside Certain of affects the countriesborder tariffs, global United where investment import trade we and or and operate other export macroeconomic have trade restrictions,China, barriers. trade could This embargoes cause protectionism and Chinese impacts sanctions, customers our restrictionsfinancial to ability on results. seek to cross- alternate deliver suppliers products and and could product otherwise support adversely into affect our operations and economic or other conditions. Our global operations subject us to risks associated with domestic or international political, social,

FORM 10-K a nraei n rmr forcsoesdmn htw hnetesucn fmtrasw antietf sconflict-free. as identify cannot we materials of sourcing costs the our change Additionally, we conflict-free. that as demand products customers our our describe of to of more unable with results or are relationships our one we Our affect if if requirements. adversely increase affected reporting could may adversely minerals items be conflict these may to of suppliers subject costs and are high customers that and natural materials to materials, contain access raw products delayed key Our or certain operations. Limited that available. require be equipment utilities manufacturing obtain and critical to resources and unable processes be manufacturing may our we particular, liquidity, In needed of technology. proprietary sources needed or other access confidential and or of markets receivable or release credit accounts breach a access collect a in to supplies, result Additionally, unable needed could utilities. are systems and suppliers our technology resources our which information natural If in suppliers’ materials, information. locations our raw the to key or in to relating domestic epidemics access incident markets; health delayed other financial or or a and events limited as credit goods natural or operations global needed conditions; operate; suppliers’ of to other suppliers our access stability and in Our the economic manner. disruptions regarding social, timely or uncertainty political, and suppliers excursions; international cost-effective with quality a disputes example: in potential for services by of, and affected result goods adversely with be us may supply services to and parties third on rely We risks. manufacturing and chain supply results before face operating made our We generally to completed. are contribute are they not they because may after investments viable years our commercially few on are a return that least expected projects at processes. the Further, until production or assured. our return be improve a can existing and realize viability improve demands, not commercial market to customer might and development changing we manufacture meet and cases, develop, research to some successfully in products In selling to investments new average ability significant develop in our make products, decline upon We and a part manner. technology and in timely cycles depend a life in operations product products of shortened results innovative to Our contribute products. could our products. serve of and we prices technologies markets new in change develop technological to Rapid us requires serve we markets in change may technological Properties, Rapid 2. Item prolonged a in in listed condition. results as financial that operations, and disaster design results as natural and our such A manufacturing affect occurrences operations. principal adversely natural disrupt have to could we subject that where locations epidemics particularly in health disruption, operate. operations or other we events and geological which facilities weather, in design severe locations and the data in manufacturing, have events We natural by affected be could operations of our from results timing benefits Our and other amount or in savings materially cost differ growth, could expected charges the adversely restructuring sustain could and or changes achieve changes, expectations. these not organizational implement may and successfully We business to results. strategic, failure operating of and Our and divestitures objectives. plans acquisitions, our business including out our changes, carry affect organizational or and support business to strategic, actions, undertake restructuring we time, to time From our affect could operations. changes of organizational results and and business plans strategic, business implement successfully the to increasing thereby ability evolving, Our constantly and frequent are technology parties information third our them. other to against and threats of defending vendors other any of customers, or damages, difficulty our Cybersecurity for of reputation. claims cause systems our or or the and penalties, data; or results or personal systems operating inquiries of or our regulatory release confidential affect remediation, the suppliers’ adversely protection, in our could increased result or which with operations; customers’ associated other our costs and our, incur manufacturing of to our release us to unauthorized information disruption the our a or compromise unauthorized cause data things, access, information; lost other network proprietary or among restricted corrupt could, failures, in events system result These viruses, vendors networks; error. customers, technology human as our or such of malfeasance, factors systems employee by the terrorism, caused or access, be systems could technology parties information third our other to and relating incidents other other or disrupt EA NTUET 09FR 0K9 10-K FORM 2019 • INSTRUMENTS TEXAS

FORM 10-K 10 TEXAS INSTRUMENTS • 2019 FORM 10-K In addition, we are subjectwhen to it laws is and subject regulations to inin taxation various these in jurisdictions laws that that and jurisdiction. determine regulations, These howErosion including laws much and those and profit Profit that regulations has Shifting align can been recommendations, with be earnedaffect could the complex and our affect Organisation and results the for subject of locations Economic to operations. where Cooperation interpretation.If Each we and Changes that quarter are Development’s performance we deemed Base forecast forecast to changes, our earn our tax income, forecasted expense which tax based could expense on in will our turn change. forecast of our performance for the year. We have facilities in moreTax than rates 30 vary countries among and the asaffected. jurisdictions a A in result number which are of we subject factors operate. toearned could If taxation and cause our and taxed; our tax audit a tax rate by change rate increases, afor in to our number amounts the increase, results of relating including mix of taxing to of a operations authorities. stock profits change couldin compensation; from in be accounting changes those the adversely principles; in jurisdictions; jurisdictions or applicable changes in adverse tax in whichChanges resolution rates; available our in of changes tax profits applicable audits in credits are tax by tariff or laws taxing regulations deductions,assets, and authorities. or including which regulations We surcharges; could or have changes also in deferred affect our tax our business assets results performance on of could our operations. affect balance our sheet. ability to realize those deferred tax Our results of operations could be affected by changes in tax-related matters. Some of these complex laws,– rules may and particularly regulations affect – us forthe in example, use the those of jurisdictions related abatement in to equipment which environmental,to beyond we safety or what manufacture and from we products, health our currently especially requirements current employ; ifenergy, manufacturing require such natural processes; the laws resources, or and addition or impose regulations: or materials costs, elimination require products. or fees of A gases or a substitute used reporting raw for or requirements material a emitted on or prohibited into the process the raw direct material environment or or in indirect process connection use might of with not the be manufacture available, of or our might not be available at reasonable cost. We are subject to complexthe laws, environment, rules and safety and regulations health; affectingemployment; trade; our competition; bribery domestic market and and access; corruption; international intellectual financial operationsCompliance property reporting; relating with ownership tax; to, these and data for laws, infringement; privacy example, rules and andship and the protection; our regulations movement labor products may of and and be currency. operate oneroussubject our and to business. expensive fines, If and penalties we could or fail restrictor other to our new legal comply ability ones liability. or to enacted, Furthermore, if manufacture we we should or and could become these operate incur subject laws, our materially to rules business. greater enforcement and compliance activity, regulations costs we be or could amended restrictions be or on expanded, our ability to manufacture our products Our operations could be affectedis by subject. the complex laws, rules and regulations to which our business Claims based on warranty, productservices, liability, designs, epidemic communications or or delivery cybersecurity failures,awards could or or lead other settlements. to grounds In significant relating the expenses toconsumer. event as our Any of we products, such a defend manufacturing, claims claim, the may we claims alsobut would or cause there also pay us is incur damage to no costs write guarantee ifpossible off that we for the such decide a value insurance to customer of will compensate to related be theapplications recall inventory. available affected a or We or customer product handheld maintain adequate or containing electronics, product to end which a liability protectcould TI may insurance, against adversely cause part, all affect us for such our to example, claims. results incur with In of costs respect addition, operations, and to it financial expenses products is condition relating used and to in reputation. the automotive recall. Any of these events Our results of operations andclaims, our product reputation recalls could or be legal affected proceedings. by warranty claims, product liability Our inability to timely implementresults new of manufacturing operations. technologies We or subcontract installon a manufacturing third portion equipment parties of could to our adversely provide wafer affectwith advanced fabrication our all logic and of manufacturing assembly these process and suppliers, technology testingpossible and development. of shortages the our We of number do products, capacity of not and in alternate have weprocess periods suppliers long-term depend technology of is contracts in high limited. a demand, Reliance timely, suppliers’ onus cost inability these and effective, to suppliers the and develop involves unauthorized appropriate and risks, disclosure manner, deliver including or the advanced use possibility logic of of manufacturing our suppliers’ intellectual imposition property. of increased costs on

FORM 10-K ietfnsta tews ol eivse noroeain rrtre osaeodr,o ol as st as ud by, funds raise to us cause could could payments or assets. interest shareholders, selling and to or principal returned equity make or or to operations debt obligation our new our our in issuing including invested addition, example, operations, be In for will our control. would which affecting our otherwise performance, to factors beyond that future ability other are funds our the and which divert upon have business of depends will and many we due cycles, factors, believe when industry risk we payments conditions, other While interest economic maturities. and general and principal to rates make subject interest to be various ability with our securities debt, debt this issue service we time, to time From condition. financial and we where operations countries our of laws. affect laws U.S. could The as bearing debt products. extent products our same Our counterfeit sell the of to to sale ability rights parties’ our property third impede intellectual or may our copyrighted so, cloning protect or do or not patented to copying may our right unfair operate of the of use without risk or parties’ products The misappropriation third their trademark. all example, in our prevent for secrets cannot including, trade efforts information, our our and or However, technology technology, rights. protected property our intellectual of own use our improper against protect them and indemnify enforce to claims actively obligation as We well legal as other parties, or third contractual from a These have injunctions claims. predictable. we and/or infringement less where damages from or instances for resulting established claims in damages less customers to be us our our may expose by or laws merit, indemnification we property any for where intellectual of consider claims the not we infringement where or terms face and whether have on also products assertions, or that We sell on all entities companies. or rely at non-practicing other use to licenses including against make, have obtain parties, actions customers we to third enforcement that able from pursue extent be claims to the will infringement patents To we face acquired our others. that indirectly, conduct of assurance or to rights no directly necessary property be We, know-how intellectual can reasonable. or intellectual the there software necessary infringing others, technology, the from without the obtain so technology develop will do licensed we independently can jurisdictions evolves, to we all business able that in our be or portfolio as will business property that, we intellectual assurance that our no or of be rights, strength can property continued There the business. on conduct part we in where maintain depends to markets worldwide and to rights Access property intellectual our enforce to ability operation. our of on freedom part margins in profit depends affect adversely performance can Our general, and In loadings, fixed. factory is or costs demand operating customer our our in for of reductions result. pricing portion with a affect significant decline as adversely a not might capacity, do that manufacturing costs environment our fixed practices market of these accounting manufacturing competitive much our existing highly own volume; in a we shipment changes in Because or and operate products. pronouncements demand we customer accounting addition, include new In may and standards. which tariffs; or factors, levels; of inventory number mix; a product to processes; due vary margins profit Our amounts business. pay our vary. to to inability margins harmful their or Our in disruptive our result be Moreover, that could products. difficulties distributors our financial significant competing over suffer with carry products distributors Disputes distributors competing our us. Our promote if to distributors. distributors affected owed through our be products if could our affected operations of be of sales could results from sales generated our was and revenue lines, our product of 65% about 2019, competing In of promotion performance. distributors’ financial our distributors’ by our affected or adversely our if lines be or product could insurer, operations or of distributor results customer, the Our from be inventory would lost condition the financial of and distributor value operations or full customer of the delayed. a results recover is If our not recovery distributors. inventory, do and TI-consigned we customers to if largest respect affected our with adversely of loss some a for experience place to in were programs a inventory consignment or have customer We inventory. a our if to affected respect adversely with be loss could a condition suffers financial distributor and operations of results Our EA NTUET 09FR 0K11 10-K FORM 2019 • INSTRUMENTS TEXAS

FORM 10-K 12 TEXAS INSTRUMENTS • 2019 FORM 10-K ITEM 1B. Unresolved staff comments Not applicable. We have a significant amountimpairments of of goodwill goodwill and or intangible intangible assets assets on could our adversely consolidated affect balance our sheet. financial Charges condition associated and with results of operations. Material impairments of our goodwill or intangible assets could adversely affect our results of operations. Our continued success depends inof part succession on for the key retention employees. andmarketing, Skilled recruitment technical and of and experienced skilled staff personnel personnel, personnel, in asassurance are our well that in industry, as we high including the will demand engineering, effective be and management, management we able competition require to for to successfully their execute retain talents our and islimited business recruit intense. by strategy. the There immigration Our key can laws. ability engineering, be to management no recruit and internationally technical or personnel deploy that employees to various locations may be Our continued success depends inqualified part employees on in our a ability competitive to environment. retain and recruit a sufficient number of Federal and state health carecould reform reduce programs profitability could and increase affect ourand costs our other with results postretirement of regard plans operations to reflect medical andreturn assumptions coverage financial on that of condition. plan affect our In assets, the employees, addition, discount planned which obligationsthese rates, funding related assumptions plan and to may participant costs our affect population of pension plan demographics theseincrease funding, and plans, significantly cash changes including if flow in the our and pension actual plans’ results regulations. actual of Changes experience operations, in differs and from our these costs assumptions. and funding obligations could condition. Increases in health care and pension benefit costs could affect our results of operations and financial We maintain bank accounts, onefinancing or needs more of multiyear the revolving company. creditdebt Our agreements, obligations ability and and to a meet fund portfolio our our ofmay cash operations, investments depend return invest to on objectives in support access depends our the to upon business,short-term our continuous make bank bank strategic access loans. credit to acquisitions, If lines our service we that bank our markets), are support and our unable commercial investment results to paper accounts, of access borrowings and operations these andor and accounts provide redeem financial and additional our condition credit liquidity investments could lines through could (for be be example, adversely restricted. due affected to and instability our in ability the to financial access the capital markets Our results of operations and liquidity could be affected by changes in the financial markets.

FORM 10-K hnd,China Chengdu, Maine Portland, South Clara, Santa o applicable. Not disclosures liquidity. safety or Mine operations of 4. amount results ITEM the condition, that financial believe our We upon business. effect our adverse of material course a ordinary have the not in will arise any, that if proceedings liability, and our inquiries of various in involved are We proceedings Legal 3. ITEM our believe We years. five next purpose. the intended within their generally for dates, adequate varying and at suitable expire are facilities properties leased current facilities. occupied our currently in our space covering the Leases of all substantially occupied we 2019, at of feet end square leased. the million were At 9.7 feet approximately approximately square which contained million of States 1.4 2019, United approximately 31, the which December outside of at facilities 2019, feet Our 31, square leased. December million were 12.9 feet approximately square contained million States 0.5 leases. United land the include in may facilities This Our owned. and leased are facilities the of Portions † Leased. * Taipei, Philippines (Clark), Pampanga Philippines Baguio, Mexico Aguascalientes, Malaysia Melaka, Malaysia Lumpur, Kuala Japan Miho, Japan Aizu, India , Germany Freising, China Shanghai, Arizona Tucson, Texas Sherman) Houston, and Richardson (Dallas, Texas North as Except them. of use location major general make the that segments indicates facilities. table reportable these the following own and The we operations Texas. indicated, Dallas, design otherwise Boulevard, and TI manufacturing 12500 principal at our located of are offices executive principal Our Properties 2. ITEM ...... XX X X X ...... † † * † * ...... X X ...... X ...... † ...... X ...... XX X X X ...... X X ...... † ...... X ...... X X ...... XX X ...... X X ...... * † ...... XX X ...... X ...... † ...... X X ...... EA NTUET 09FR 0K13 10-K FORM 2019 • INSTRUMENTS TEXAS ...... XX X ...... Analog Processing Embedded

FORM 10-K Approximate Dollar Value of or Programs (a) Under the Plans Shares that May Yet Be Purchased of Shares Total Number Purchased as Part of Publicly or Programs (a) Announced Plans Average per Share Price Paid Total Shares 618,048 120.37 618,048 13.18 billion Number of Purchased 1,420,035 $ 124.154,052,028 (b) $ 120.80 1,413,384 (b) 4,045,377 $ 13.50 billion $ 13.18 billion (c) 2,013,945 118.57 2,013,945 13.26 billion PART II ...... issuer purchases of equity securities ...... to $6.0 billion of additionalof shares directors of authorized TI the common purchase stock of announced an September additional 21, $12.0 2017. billion On September of our 20, 2018, commonwithholding stock. our obligations board in connection with the vesting of restricted stock units. and the $12.0 billion authorized in September 2018. No expiration date has been specified for these authorizations. 14 TEXAS INSTRUMENTS • 2019 FORM 10-K (a) All open-market purchases during the quarter were made under the authorization from our(b) board of directors to purchase In up addition to open-market purchases, 6,651 shares of common(c) stock were surrendered by As employees of to December satisfy 31, tax 2019, this amount consisted of the remaining portion of the $6.0 billion authorized in September 2017 Total Period October 1, 2019 through October 31, 2019 The following table contains information regarding our purchases of our common stock during the fourth quarter of 2019. November 1, 2019 through November 30, 2019 TI common stock is quoted13,098 on stockholders The of Nasdaq record. Global Select Market under the TXN. At December 31, 2019, we had December 1, 2019 through December 31, 2019 ITEM 5. Market for Registrant’s common equity, related stockholder matters and

FORM 10-K Mlin fdlas 0921 0721 2015 2016 2017 2018 2019 and statements “Financial and operations” of results and condition financial data.” of supplementary analysis and discussion “Management’s See debt Long-term debt long-term of portion Current assets investments Total short-term and equivalents cash Cash, data: sheet activities. Balance operating from flows cash from expenditures capital dollars) of subtracting (Millions by derived measure non-GAAP a is flow cash Free (a) share common per declared dividends Cash EPS Diluted (millions) outstanding shares diluted Average EPS diluted for shares common to allocated Income RSUs to allocated Income Diluted equivalents. dividend pay income we Net which on following: (RSUs) the units using stock calculated restricted is unvested (EPS) to share allocated per is earnings income net of portion A income Net profit Operating charges/other Restructuring 2015 charges Acquisition SG&A) and (R&D expenses Operating profit Gross 2016 Revenue 2017 2018 segment: by Revenue data: statement Income 2019 repurchases Stock paid Dividends (a) flow cash Free expenditures Capital activities operating from flows Cash data: flow Cash amounts) per-share and share except dollars, of (Millions data financial Selected 6. ITEM Other Processing Embedded Analog ...... EA NTUET 09FR 0K15 10-K FORM 2019 • INSTRUMENTS TEXAS ...... 5,387 $ 3.21 5.24 $ $ 4,986 $ 5,017 $ 5,017 $ 6,649 $ 18,018 14,383 10,223 5,303 5,723 3,189 9,164 1,217 2,943 2,960 3,008 5,802 500 288 847 952 (31) (36) ,3 ,6 ,9 3,218 $ 3,490 $ 4,469 $ 1.40 4,233 $ 2.82 $ $ 1.64 3.48 $ $ 2.12 2,944 3.61 $ $ $ 2.63 3,551 2,986 $ 5.59 $ $ $ 3,649 3,595 $ $ 5,538 3,682 $ $ 2,986 5,580 $ $ 3,595 $ 3,682 $ 5,580 $ ,8 ,6 ,1 4,397 $ 4,614 $ 5,363 $ 7,189 $ 7171,4 64116,230 16,431 17,642 17,137 13,000 13,370 8,339 14,961 8,536 15,784 9,900 10,801 0279648277,575 8,257 9,614 10,277 ,3 9 3 551 531 695 1,131 ,1 ,7 ,7 3,120 2,978 3,577 4,319 4,322 4,855 2,995 6,083 3,098 6,713 1,874 3,202 2,787 1,811 3,243 3,023 1,563 3,498 2,741 1,429 1,444 3,554 3,846 2,132 1,646 4,083 2,556 2,104 4,668 5,100 2,555 6,058 o er ne eebr31, December Ended Years For 4 0 3 1,000 631 500 749 329 319 318 318 9 ,1 ,2 1,043 1,021 1,012 990 4)(3 4)(42) (44) (33) (42) 1(5 (71) (15) 11 3 eebr31, December

FORM 10-K Our customers need multiple chips for their Together, the attributes above result in diverse We invest in manufacturing technologies and do most of our Customers often begin their initial product selection process and design-in journey on our operations Unless otherwise noted, changes inby our fluctuations revenue in are shipment attributable volumes. to changes in customer demand, which are evidenced O manufacturing in-house. This strategic decisionproducts to for directly our control customers our and manufacturinghave also helps focused allows ensure on us a creating to consistent a invest supplycapacity, competitive in of which technology manufacturing has that cost about advantage differentiates a by thewe 40% investing features are cost in of moving advantage our our forward per advanced products. with unpackaged analog We 300-millimeter our chip 300-millimeter wafers plan over will to 200-millimeter. continue build To to our strengthenBroad support new this portfolio the 300-millimeter advantage, of majority wafer differentiated of fabrication analog our facility and Analog in embedded growth. Richardson, processing Texas, products. as requirements, product characteristics, manufacturing processesresources and and distribution measures channels, results. and See how Note management 1 allocates to the financial statements for more information regarding our segments. A strong foundation of manufacturing and technology. systems. The breadth of our portfolioaccess means to we more can customers meet and more theinvest of opportunity more these to than needs sell $1 than more billion our products eachReach competitors and year of can, generate to market which more develop channels. gives revenue new us per productswebsite, customer for and system. our the We portfolio, breadth which of includesweb our tens presence portfolio of and attracts thousands global more of sales products. customers100,000 and to customers applications our designing team website TI are than semiconductors advantages anyDiversity into that of and their give our longevity end us competitors’ of products. unique websites. our Our accessand products, and long-lived markets insight positions and to that customer about positions. delivernot high dependent terminal on value any to single ourwhich product, shareholders. strengthens customer, Because the technology of return or the on market. breadth our Some of investments. of our our portfolio, products we generate are revenue for decades, • • Our segments represent groups of similar products that are combined on the• basis of similar When design we and discuss development our results: • • • 16 TEXAS INSTRUMENTS • 2019 FORM 10-K Management’s discussion and analysis ofthe financial financial condition statements and and results the ofoperations: related operations notes (MD&A) that should appear be elsewhere read in in this conjunction document. with In the following discussion of our results of The combined effect of ourstronger ambitions, company. business Over model time, and we sustainablecash have competitive flow gained advantages to market is our share that owners. in we Analog have and continued Embedded to Processing build and a grown and returned all free This business model is theespecially foundation on of a our per-share capital basis, managementflow is strategy, will important which be for is valued maximizing based only shareholder on if value our it over belief is the that productively long free invested term. cash in We flow also the growth, believe business that or returned free cash to shareholders. Our business model is designedus around in the a following unique four class sustainable of competitive companies: advantages that we believe, in combination, put Our strategic focus, and whereemphasis we on invest designing the and majority selling ofthe our those best resources, products growth is into opportunities on the over Analog industrialembedded the and and processing next Embedded automotive products decade Processing, markets. sold or with We into longer, a believeless industrial due particular these capital-intensive and to markets manufacturing, automotive increasing represent which markets semiconductor we provide content. believe long Additionally, offer product analog stability, life and profitability cycles, and intrinsic strong diversity cash and generation. We design, make and sellrun semiconductors our to business electronics with designers three andSecond, overarching manufacturers we ambitions all will in over adapt mind. the and First, world.to succeed we For be in will many a a act years, part world like we of that have ownerscustomers, and is who communities that ever will and we changing. own shareholders would And the all want third, company win. as we for our will decades. neighbor. be When a we company are that successful we in are achieving personally these proud ambitions, our employees, Overview ITEM 7. Management’s discussion and analysis of financial condition and results of

FORM 10-K u fetv a ae hc nldsdsrt a tm,ws1%i 09cmae ih1%i 08 e oe4t the rate. to tax 4 effective Note our See 2018. to in rate 17% tax income with statutory compared U.S. 2019 the in of 12% was reconciliation items, a tax for discrete statements as includes financial rate, which tax rate, effective tax was annual effective items, estimated Our tax the discrete describe include section. to not rate” information does tax financial which before Non-GAAP operating rate, income the “annual tax lower in use to operating We further due annual 2018. explained was Our in decrease rate. 20% tax The with billion. operating compared $1.11 annual 16% with lower compared a debt. million and long-term $711 taxes additional was income of taxes issuance income the for to provision due Our million $45 increased financial million the $170 to of 12 expense Note debt See and income. Interest of million $98 with compared income of million revenue. $175 of was statements. 42.5% (OI&E) or expense billion, and $6.71 income with Other compared Scotland. revenue, , of in 39.8% facility or manufacturing billion, our $5.72 of was sale profit the Operating to due million $36 of credit statements. a financial was the charges/other to Restructuring 7 Note See non-cash. were million $288 of billion. charges $3.24 Acquisition with compared billion gross $3.19 revenue, were of SG&A) percentage and a (R&D As expenses revenue. Operating lower to due primarily 11%, 65.1%. or from Analog. billion, 63.7% and $1.11 to Processing down decreased Embedded was profit from billion revenue $9.16 lower of to profit due Gross primarily 9%, or billion, $1.40 decreased billion $14.38 of Revenue 2018 with compared 2019 – results financial information financial of Non-GAAP Details of the 52% see flow, represented cash dividends of free Our combination of shareholders. a explanation to through an flow shareholders For cash to free sustainability. section. billion all their represented $5.97 return underscoring and returned to flow, billion we is cash $5.80 2019, strategy free from was During Our flow flow ago. dividends. cash cash year and Our Free a repurchases operations. model. 38.4% stock from business from flow our up cash of revenue, strong strength of generate the 40.3% to underscored us billion allows $6.65 Processing of Embedded operations manufacturing and our Analog of on efficiency focus the Our as well as production. portfolio, Analog growth product 300-millimeter long-term our of and of benefit markets. applications quality the automotive of the including and thousands reflected strategy, industrial with 63.7% the opportunities of and diverse margin products highly Gross processing represent potential. embedded markets and and analog products on these focus Together, our continued we 2019, In 2018. II, 31, Part December in operations ended operations” year of of the Results results for in and 10-K included condition Form not financial on are of Report that analysis Annual 2017 and Company’s comparisons and discussion the year-to-year 2018 “Management’s of and between in 7 2018 comparisons found Item and year-to-year be 2019 and can for items 10-K results 2017 Form financial of this our Discussion of 2018. details and provides 2019 below between discussed operations of results Our l olraonsi h alsaesae nmlin fUS dollars. U.S. of millions in stated are tables the in amounts dollar All • O O O icmtne,orpoi agn nrae nrae n erae nfcoylaig edt orsodt increases to correspond to other tend absent loadings and, factory output in demand. increased decreases in margins over and decreases profit spread Increases and our are increase. factory circumstances, costs margins When other fixed profit fixed. absent our our is and, increase, circumstances, cost output loadings operating reduced factory our over as of spread Conversely, portion are decrease. significant costs lower-priced a fixed or shipped. capacity, our higher-priced products manufacturing decrease, for of our loadings demand “mix” of in the much large changes in own a by changes we such affected as Because sell are to we refer profit because gross we period and which given revenue products, any our in time, revenue to our time on From impact significant a products. have of to number tend not do products New EA NTUET 09FR 0K17 10-K FORM 2019 • INSTRUMENTS TEXAS

FORM 10-K 47.3% 399 (15)% 33.9% 27.9% 5,109 (12)% 1,205 (25)% $ 1,429 (15)% $ 3,554 (17)% $ 10,801 (5)% 43.8% 907 339 30.8% 27.9% 4,477 2019 2018 Change 2019 2018 Change 2019 2018 Change $ 1,217 $ 2,943 $ 10,223 ...... products, calculators and custom ASIC products) ® ...... 18 TEXAS INSTRUMENTS • 2019 FORM 10-K Embedded Processing (includes Connected Microcontrollers and Processors product lines) Analog revenue decreased due todue Power, to High lower Volume revenue and, and to associated a gross lesser profit. extent, Signal Chain. Operating profit decreased primarily Our revolving credit facility is2024. with This a credit consortium facility of also investment-gradewas serves banks undrawn, as and support and allows for we us the had to issuance no borrow of commercial up commercial paper to paper. outstanding. $2 As billion of until December March 31, 2019, our credit facility Our primary source of liquidityterm is investments cash and flow a from variable operations.decrease rate, Additional of revolving sources $540 credit of million facility. liquidity primarily Cash are due flows cash to from and lower operating cash net activities equivalents, income. for short- 2019 were $6.65 billion, a Inventory was $2.00 billion, acompared decrease with of 152 $216 at million the from end the of end 2018. of 2018. Days ofLiquidity inventory and at capital the end resources of 2019 were 144 Accounts receivable were $1.07 billion,29 a at decrease the of end $133 of million both compared 2019 with and the 2018. end of 2018. Days sales outstanding were At the end of 2019,$1.15 total billion cash from (cash the and end cash of equivalents 2018. plus short-term investments) was $5.39 billion, an increase of Financial condition Revenue Revenue Other (includes DLP Other revenue decreased $212 million, and operating profit decreased $60 million. Operating profit Operating profit % of revenue Operating profit % of revenue Embedded Processing revenue decreased inrevenue both and product associated lines, gross led profit. by Processors. Operating profit decreased due to lower Operating profit * Operating profit % of revenue * Includes acquisition charges and restructuring charges/other Analog (includes Power, Signal Chain and High Volume product lines) Revenue Segment results – 2019 compared with 2018 Net income was $5.02 billion compared with $5.58 billion. EPS was $5.24 compared with $5.59. Operating profit

FORM 10-K fetv a ae APmaueta ydfnto osnticuedsrt a tm.W eiv h emana prtn tax operating annual term the items. tax believe annual discrete We estimated items. includes the tax which describe discrete rate, to include tax use not effective we does the term from definition non-GAAP by differentiate a that helps rate, measure rate tax GAAP operating a annual rate, an tax to effective references includes also MD&A This (non-GAAP) revenue of percentage (GAAP) a revenue as of flow percentage cash a Free as operations from flow Cash Revenue (non-GAAP) flow cash Free expenditures Capital (GAAP) operations from flow Cash below. table the in provided is measures GAAP comparable directly non-GAAP most These the performance. to financial Reconciliation the our and into capability insight measures. cash-generating as GAAP our well comparable liquidity, as the our shareholders, to into to supplemental insight return are provide to measures ratios available associated potentially the cash and of flow amount cash free that (also believe activities We operating from calculated flows was cash operations). flow not measure, from cash were GAAP flow Free that comparable cash (GAAP). measures directly as States financial most to United are the referred the These from in measure. expenditures principles that capital accounting on subtracting accepted based by ratios generally and with flow accordance cash in free prepared to references includes MD&A This months. 12 information expenditures, next financial capital the Non-GAAP needs, least We capital 2019. at working 31, for our December requirements of fund business as to other investments plans and short-term operating payments, of and debt-related billion resources and $2.95 financial dividend and necessary equivalents the cash have and we cash believe of million billion $539 $2.44 of had proceeds We cash billion provided $5.10 options fewer with stock by compared of 2018. offset stock exercises in partially common Employee million rate, our shares. $373 dividend of million with the shares 49.5 compared paid in million repurchase Dividends increase 27.4 to million. an repurchase 2018 $500 reflecting to in net of 2018, billion used received debt in $2.96 we maturing billion used 2018, retired $2.56 We In and with outstanding. million. debt compared shares of $750 long-term billion proceeds of fixed-rate, $3.01 net debt of were received maturing issuance 2019 we retired the in 2019, and from In debt billion 2018. long-term $1.50 in fixed-rate, of billion of proceeds $6.33 issuance with the compared from 2018. billion billion in $4.73 $1.49 billion used $1.07 2019 of for Short-term proceeds activities periods. cash Financing both provided in and million equipment 2019 $847 manufacturing in were semiconductor billion expenditures for $1.14 Capital primarily of 2018. were cash in and used million 2018 investments $78 in with billion compared $1.13 billion with $1.92 compared used 2019 for activities Investing ...... EA NTUET 09FR 0K19 10-K FORM 2019 • INSTRUMENTS TEXAS ...... o er ne eebr31, December Ended Years For 14,383 $ 5,802 $ 6,649 $ 092018 2019 (847) 46.2% 40.3% 15,784 $ 6,058 $ 7,189 $ (1,131) 45.5% 38.4%

FORM 10-K 1,065 Payments Due by Period 1,349 $ 1,060 $ 5,488 $ 8,566 1,219 $ 2,033 $ 1,514 $ 6,032 $ 10,798 ...... — 100 237 169 506 ...... 23 63 54 135 275 ...... 452 407 97 109 ...... 75 114 66 131 386 ...... $ 669 $ ...... $ of long-term debt. payment schedule or when minimumarrangements. payments See are Note due 11 with to a the reduced financial delivery statements. schedule. Excludes cancellable U.S. Tax Cuts and Jobs Act. See Note 4 to the financial statements. for as operating leases. See Note 10 to the financial statements. retirement benefit plans. Amounts associatedmaking with reasonably uncertain reliable tax estimates liabilities of havefuture the been funding timing excluded of of because retirement cash of benefit settlements the2020 plans, with difficulty are we the in not plan respective practical taxing to to contribute authorities.performance, estimate about Regarding interest due $20 rates to million and the in potential rules 2020, U.S. affecting but and tax-deductible funding non-U.S. contributions projections legislation. and beyond the impact from the plans’ asset 20 TEXAS INSTRUMENTS • 2019 FORM 10-K Allowances are based on analysisbelieve of we historical can data reasonably and and contractual reliably terms estimate and allowances are for recorded credits when to revenue distributors is in recognized. a We timely manner. Revenue is recognized net ofunder allowances, programs which common are in management’s the estimatesarrangements, semiconductor of product industry. future returns These credits due allowances to to are be quality not granted issues, material to and and distributors incentives generally designed include to special maximize pricing growth opportunities. Based on management’s assessment ofproducts the to revenue distributors recognition upon criteria, shipment weoccurs or generally and delivery recognize revenue to revenue is the from recognized distributors. saleslocations. when For of Recognition the our our is distributor consignment not pulls arrangements contingent product with upon from distributors, resale consignment delivery of inventory the that products we to store the at distributors’ designated customers in either scenario. Revenue recognition Critical accounting policies Our accounting policies are morepreparation fully of described consolidated in financial Note 2 statementsassumptions of in about the conformity future consolidated with events financial U.S. that GAAP statements.based affect requires As on the management disclosed facts amounts to in and reported make Note circumstances in estimates 2,applying inherent the and the other in financial estimates developing statements and estimates and assumptions and accompanyingaccounting would assumptions, notes. policies have management However, to a believes be material it those impact isof that on unlikely judgment. are the that most financial important statements. to We the consider portrayal the of following our financial condition and that require a higher degree (a) Principal and related interest payments for our long-term debt obligations, including amounts classified as the current portion Purchase commitments (b) Transition tax on indefinitely reinvestedOperating earnings leases (c) (d) Total (f) (b) Includes payments for software licenses and contractual arrangements with suppliers when there is(c) a fixed, non-cancellable Includes payments for the one-time transition tax on(d) our indefinitely reinvested earnings related Includes to minimum the payments 2017 for enactment leased of facilities the and equipment(e) and purchases of industrial gases Estimated under payments contracts for accounted (f) certain liabilities that existed as of Excludes December $303 31, million 2019. of uncertain tax liabilities under ASC 740, as well as any planned future funding contributions to Long-term debt (a) Contractual ObligationsDeferred compensation plans (e) 2020 2021/2022 2023/2024 Thereafter Total Long-term contractual obligations

FORM 10-K e oe1 otefnnilsaeet o icsino u omtet n contingencies. and commitments our of discussion a for statements financial the to 11 Note See S-K. Regulation SEC of 303(a)(4)(ii) Item contingencies in defined and as Commitments arrangements sheet off-balance significant no had we 2019, 31, December of As standards. reporting and accounting new arrangements of sheet status Off-balance the regarding information for statements financial the to 2 Note See standards factors. other accounting and in shifts determine Changes technology to future used negotiations, Actual customer calculations products. demand, and those customer estimates for from in value differ changes statistical for realizable may to the quarterly net reasons due by calculated the obsolescence allowances captured also of and valuation not are excess salability event Allowances in for significant cancellation. are inventory a of products of is risk individual write-offs there imminent for if with costs unlikely carried demand inventoried considered be or where inventory will part instances identify type end-of-life to material an order each as in for such of sales allowance allowance, levels future specific inventory estimated A comparing and sold. salability by backlog be for determined current to inventory are shipments, of allowances historical disposals statistical to Statistical historical quarterly parts goods. on goods, individual finished based finished and work-in-process For work-in-process and reasons. materials, materials obsolescence raw raw and obsolete for or quarterly unsalable determined for are allowances allowances of net valued is Inventory made. are tax determinations deferred such the when allowances to period valuation adjustments the their require in Inventory and may income conditions any, net market if in in changes, increase changes These or and periods. reduction assets laws future accompanying tax tax tax in an deferred deferred international income and our the or taxable assets of for U.S. of recoverability allowance in assessment future not valuation changes our is regarding a including on recovery of judgment factors, impact If form Our various recovered. the recoverable. to be in ultimately due can reserve be change assets a to may tax recording not deferred by estimated our increased are that be that must likelihood assets taxes the assess for tax must provision income we the historical process, likely, the financial in our reflected of is part what As assurance from no different reasonable, be of are not estimates resolution will the ultimate matters believe the these we of of accruals. estimate Although outcome and liabilities an due. final provisions potential on be the recognize based will that We jurisdictions taxes given recognition. tax additional be likely for other which, can more qualifies and to is that States extent position benefit United the tax tax the and a of in whether, merits, amount issues technical the audit tax the measure tax complex on (ii) anticipated of based and for application is whether, sustained and outcome determine be interpretation tax (i) to the ultimate to not in the necessary than uncertainties where is with calculations judgment dealing and significant involves transactions and many liabilities laws, be tax may of there calculation business, The global uncertain. differences of temporary course from ordinary arise the expense. that In assets and of tax revenue calculation deferred of the of recognition in recoverability statement judgments the financial and in and estimates and tax certain liabilities the make tax between must resultant we the purposes, and statement provisions financial tax for income net determining In taxes Income EA NTUET 09FR 0K21 10-K FORM 2019 • INSTRUMENTS TEXAS

FORM 10-K – includes investments in limited partnerships (accounted for under either the equity – includes mutual funds that were selected to generate returns that offset changes in certain – includes non-marketable (non-publicly traded) equity securities. Investments in mutual funds liabilities related to deferred compensationInvestments arrangements. in The venture mutual capital funds funds holdmethod a or variety at of cost debt as andEquity non-marketable equity investments equity investments. securities). • • • 22 TEXAS INSTRUMENTS • 2019 FORM 10-K Investments in mutual funds arerelated stated changes at in fair deferred value. compensation Changesmaterially liabilities in affect such prices operating that of results. the a Non-marketable 10% mutualimpairment, equity increase fund if securities or investments any, and decrease are plus certain in expected or venture the toventure minus capital investments’ offset capital changes funds fair funds resulting are values are from stated would stated qualifying at not long-term using observable cost investments. the price minus equity changes. method. Investments See in Note the 6 remaining to the financial statements for details of equity and other Long-term investments at year-end 2019 include the following: Equity risk As of December 31, 2019,investments a hypothetical in cash 100 equivalents basis point anddebt increase short-term by investments in $532 by interest million. about rates Because $8 wouldflows interest million decrease associated rates and the with on decrease fair long-term our the value debt. long-term fair of debt value our are of fixed, our changes long-term in interest rates would not affect the cash We have the following potentialof exposure our to investments changes in in cash interestchanges equivalents rates: in and (i) interest short-term the rates investments, effect on which of the could changes fair produce in value a interest of gain rates our or on debt. a the loss; fair and value (ii) the effect of Interest rate risk We use these forward currencynon-U.S. exchange dollar contracts net to balance reduce sheet thewith exposures. earnings a As impact notional of that value December exchange of 31, rate$106 $458 2019, fluctuations million million we may to had to have sell hedge forward on Indian currency net our rupees exchange balance and contracts sheet $74 outstanding exposures million (including to $136 sell million British to pounds). sell Similar Japanese hedging yen, activities existed at year-end 2018. Our balance sheet also reflectsdollar amounts balance remeasured sheet from exposure non-U.S. is dollarexchange hedged currencies. rates, Because by a forward most hypothetical of currency 10% the exchangeresult plus aggregate contracts, in or based non-U.S. a minus on pretax fluctuation year-end currency in 2019 exchange non-U.S. balances gain currency and or exchange currency loss rates of relative less to than the $1 U.S. million. dollar would The U.S. dollar is ourU.S. functional dollars currency or for other financial currencies. reporting.our Exchange Our effective rate non-U.S. tax fluctuations entities rate. impact own taxable assets income or in liabilities those denominated jurisdictions in and consequently impact Foreign exchange risk ITEM 7A. Quantitative and qualitative disclosures about market risk

FORM 10-K umsino h ceueo eas h nomto eurdi nlddi h osldtdfnnilsaeet rtenotes the or statements financial require consolidated to the sufficient in amounts included in is present required not information or the present because thereto. not or is schedule information the required of the submission because omitted been have Schedules statements: financial of List data supplementary and statements Financial 8. ITEM tchles qiyfrec ftetreyasi h eideddDcme 1 2019 31, December ended period 2019 the 31, in December years ended three period the the of in each years for three equity the Stockholders’ 2019 of 31, 2018 each December and for • ended 2019 flows period 31, Cash the December 2019 in of 31, years as • December three sheets ended the Balance period of the each in for • years income three Comprehensive the of each • for Income • EA NTUET 09FR 0K23 10-K FORM 2019 • INSTRUMENTS TEXAS

FORM 10-K 311 98 75 (42) (33) 970990 991 1,012 125 78 318 318 1,106 2,398 5,507 5,347 6,713 6,083 6,686 6,080 1,5591,684 1,508 1,694 10,277 9,614 $ 5,538 $ 3,649 $ 5.59 $ 3.61 $ 5,580 $ 3,682 $ 15,784 $ 14,961 $ 5,580 $ 3,682 $ 5.71 $ 3.68 (36) (31) 711 936 952 175 170 288 For Years Ended December 31, 5,219 9,164 5,723 5,728 1,544 1,645 $ 4,986 $ 5.24 $ 5,017 $ 14,383 $ 5,017 $ 5.33 ...... Diluted Basic Diluted Basic 24 TEXAS INSTRUMENTS • 2019 FORM 10-K See accompanying notes. Income allocated to common stock for diluted EPS Net income A portion of net incomecalculated is using allocated the to following: unvested restricted stock units (RSUs) on which we pay dividend equivalents. Diluted EPS is Average shares outstanding (millions): Earnings per common share (EPS): Income before income taxes Net income Operating profit Other income (expense), net (OI&E) Provision for income taxes Income allocated to RSUs Gross profit (Millions of dollars, except share and per-share amounts)Revenue 2019 2018 2017 Consolidated Statements of Income Cost of revenue (COR) Research and development (R&D) Selling, general and administrative (SG&A) Acquisition charges Restructuring charges/other Interest and debt expense

FORM 10-K e copnignotes. accompanying See income comprehensive Total (loss) income comprehensive Other income Net dollars) Income of (Millions Comprehensive of Statements Consolidated te opeesv noe(os,nto taxes of net (loss), income comprehensive Other instruments: Derivative plans: benefit defined of credit service Prior plans: benefit defined of losses actuarial Net eonzdwti e noe e ftxefc f$,$ n $0 and $0 $0, of $0 effect tax and $1 of $0, net of income, effect net tax within of Recognized net value, $1 fair and in $1 Change $0, of effect tax of net $1 income, and net $1 $0, within of Recognized effect tax ($27) of and net ($15) Adjustments, ($13), of effect tax of net ($26) income, and net $35 ($37), within of Recognized effect tax of net Adjustments, ...... EA NTUET 09FR 0K25 10-K FORM 2019 • INSTRUMENTS TEXAS ...... 5,143 $ 5,017 $ 0921 2017 2018 2019 o er ne eebr31, December Ended Years For 126 — — — — 38 88 ,2 3,824 $ 5,521 $ 3,682 $ 5,580 $ 9)92 (98) 5)142 (59) —1 056 50 6 (2) (6) 2 — (2) 3 (5) (3)

FORM 10-K 89 92 42 — 140 628 295 118 181 440 251 966 478 724 103 420 (473) 1,190 2,217 8,097 3,183 4,362 4,319 8,143 1,741 1,950 8,994 1,795 1,207 1,070 5,425 2,474 (2,242) 37,906 (32,130) $ 17,137 $ 17,137 $ 2,438 $ 749 69 78 93 46 — 218 468 197 340 176 916 299 300 909 714 475 388 December 31, (347) 1,514 1,741 2,001 8,761 3,303 4,362 5,303 9,111 2,110 8,907 1,074 5,740 2,123 2,950 (2,437) 2019 2018 39,898 (34,495) $ 18,018 $ 18,018 $ 2,437 $ 500 ...... Shares issued – 1,740,815,939 Shares: 2019 – 808,784,381; 2018 – 795,665,646 Participating cumulative preferred – None issued Work in process Raw materials Finished goods Common stock, $1 par value. Authorized – 2,400,000,000 shares Paid-in capital Retained earnings Treasury common stock at cost Preferred stock, $25 par value. Authorized – 10,000,000 shares Total current liabilities Accumulated other comprehensive income (loss), net of taxes (AOCI) Current portion of long-term debt Property, plant and equipment Total current assets Inventories Prepaid expenses and other current assets Accounts receivable, net of allowances of ($8) and ($19) Accumulated depreciation Cash and cash equivalents Short-term investments Accounts payable Accrued compensation Income taxes payable Accrued expenses and other liabilities 26 TEXAS INSTRUMENTS • 2019 FORM 10-K Overfunded retirement plans Other long-term assets Other long-term liabilities Deferred tax assets Capitalized software licenses Deferred tax liabilities Acquisition-related intangibles Underfunded retirement plans See accompanying notes. Total stockholders’ equity Total liabilities and stockholders’ equity Total liabilities Stockholders’ equity: Long-term debt Goodwill Liabilities and stockholders’ equity Current liabilities: Total assets Long-term investments Property, plant and equipment at cost (Millions of dollars, except share amounts) Assets Current assets: Consolidated Balance Sheets

FORM 10-K e copnignotes. accompanying See period of end at equivalents cash and period Cash of beginning at equivalents cash equivalents and cash Cash and cash in change Net activities financing from flows Cash activities financing from flows Cash activities investing from flows Cash activities investing from flows Cash activities operating from flows Cash activities operating from flows Cash dollars) Flows of (Millions Cash of Statements Consolidated Other transactions stock common from Proceeds repurchases Stock paid Dividends debt of Repayment rcesfo suneo ogtr debt long-term of issuance from Proceeds expenditures Capital plans retirement of status funded in Changes in: changes from (decrease) Increase income: net to Adjustments income Net Other investments short-term from Proceeds investments short-term of Purchases sales asset from Proceeds Other noetxspayable taxes Income compensation Accrued expenses accrued and payable assets Accounts current other and expenses Prepaid Inventories receivable Accounts taxes Deferred assets of sales on Gains compensation Stock software capitalized of Amortization intangibles acquisition-related of Amortization Depreciation ...... EA NTUET 09FR 0K27 10-K FORM 2019 • INSTRUMENTS TEXAS ...... 5,017 $ 2,437 $ (2,960) (3,008) (4,730) (1,920) (3,444) 0921 2017 2018 2019 1,491 2,438 6,649 2,309 o er ne eebr31, December Ended Years For (750) (193) (847) 539 288 216 133 217 708 265 (42) (93) (15) (23) (35) 81 54 29 32 30 (1) ,8 3,682 $ 5,580 $ ,3 1,656 $ 2,438 $ 510 (2,556) (2,104) (5,100) (2,555) 639 (3,734) (6,329) 111 (695) (1,131) 561 (4,555) (5,641) ,0 1,099 1,500 ,5 1,154 1,656 5,363 7,189 ,0 4,095 6,708 50 (625) (500) 22 (167) (282) 112 (105) 17 (16) (107) 7 483 373 1 318 318 8 502 782 3 242 232 539 590 5 468 158 6 76 669 4)(31) (47) 7)(1,127) (78) 2)(12) (23) 1(7) 71 647 46 621 36 7 51 (7) 7 (3) (7) — (3) 940

FORM 10-K (59) (30) (5,100) — (2,556) — Stock AOCI Treasury Common (17) — — (17) — — 5,580 — — 3,682 — — (2,555) — — (2,104) — — Earnings Retained (55) — 428 — (138) — 621 — Capital Paid-in — — 5,017 — — ——— —— (55) — (3,008) 217 — — — — 594 (2,960) — — — — — — — — — 126 —— — (2) (17) — — 1 — — 1,741 1,950 37,906 (32,130) (473) 1,741 $ 1,674 $ 33,107 $ (25,523) $ (526) 1,741 1,776 34,662 (27,458) (384) Stock Common $ 1,741 $ 2,110 $ 39,898 $ (34,495) $ (347) ...... — — — — ...... — — — — 142 ...... — — — ...... — — — ...... — — 236 — ...... — — ...... — — ...... $ ...... — 232 — —...... — ...... — 242 — — — ...... — — — ...... — — — ...... — — ...... — — ...... — (3) — — — ...... — (2) (6) — — Dividends declared and paid ($3.21 per share) Net income Net income Other comprehensive income (loss), net of taxes Dividends declared and paid ($2.63Common per stock share) issued for stock-basedStock awards repurchases Stock compensation Common stock issued for stock-basedStock awards repurchases Stock compensation Other comprehensive income (loss), net of taxes Net income Dividends declared and paid ($2.12Common per stock share) issued for stock-based awards Dividend equivalents on RSUs Other comprehensive income (loss), net of taxes Stock repurchases Stock compensation Dividend equivalents on RSUs Dividend equivalents on RSUs Other Other Other Cumulative effect of accounting changes 28 TEXAS INSTRUMENTS • 2019 FORM 10-K Balance, December 31, 2019 See accompanying notes. 2019 Balance, December 31, 2018 2018 Balance, December 31, 2017 2017 (Millions of dollars, except per-share amounts) Balance, December 31, 2016 Consolidated Statements of Stockholders’ Equity

FORM 10-K oa prtn profit operating Total profit: Operating revenue Total Revenue: and policies information accounting Segment significant of summary the decision accounting in operating The below chief revenue. described the intersegment those does material with nor no consistent practices. segment, have are operating We segments by information. the assets asset of allocate discrete policies or using identify segments not operating do evaluate we maker goodwill, of exception the the With within component identifiable the independently provided. to an not charged not is are is therefore depreciation, expense and including depreciation results our organizations, Consequently, segments’ to these basis. support by per-unit provide incurred a logistics, Costs on and Other. segments procurement in facilities, those as including such segments, organizations, operating support and on manufacturing based centralized segments Our operating headcount. our or to expenses asset activities operating including corporate of activities, with percentage other associated as Examples items, from expenses such segments. losses corporate-level our methodologies, our and certain of specific to gains and remainder resources 12); and the allocating Note settlements, allocate in (see insurance We or charges costs, dispositions. of restructuring environmental results 7); expenses, the Note litigation evaluating (see as in charges such used acquisition not include are items that these items of include also we Other, In Other the segments. meet operating not other do with that aggregated segments be operating cannot includes and Other DLP segments Other. includes reportable in individually activities for business thresholds remaining our quantitative of results the report We reportable two have We follows: world. as the products over of all categories manufacturers major and along designers established electronics are to which semiconductors segments, sell and make design, information We area geographic and segment including business, of Description 1. statements financial to Notes Other Processing Embedded Analog Other Processing Embedded Analog • • meddProcessing Embedded Analog ...... ® ...... ossigo h olwn rdc ie:Pwr inlCanadHg Volume. High and Chain Signal Power, lines: product following the of consisting – rdcs acltr n utmAI products. ASIC custom and calculators products, ...... ossigo h olwn rdc ie:CnetdMcootolr n Processors. and Microcontrollers Connected lines: product following the of consisting – EA NTUET 09FR 0K29 10-K FORM 2019 • INSTRUMENTS TEXAS 5,723 $ 4,477 $ 14,383 $ 10,223 $ 0921 2017 2018 2019 1,217 2,943 o er ne eebr31, December Ended Years For 339 907 ,1 6,083 $ 6,713 $ ,0 4,468 $ 5,109 $ 14,961 $ 15,784 $ 9,900 $ 10,801 $ ,2 1,563 1,429 ,0 1,143 1,205 ,5 3,498 3,554 9 472 399

FORM 10-K 14 84 157 1,116 $ 3,183 $ 1,812 11 63 December 31, 185 869340 1,049 280 1,046 9,2403,047 8,824 2,907 2019 2018 $ 3,303 $ 15,784 $ 14,961 $ 1,998 $ 2,288 $ 1,901 796 403 For Years Ended December 31, 8,650 2,707 2019 2018 2017 $ 14,383 $ 1,827 ...... and 2018, respectively. Property, plantDecember and 31, equipment 2019 at and our 2018, sites respectively. in China was $304 million and $313 million as of respectively, which includes shipments tocustomers customers around that the manufacture world, in as China well and as then distributors export that end transship products inventory to through their China to service other countries. Rest of world Europe, Middle East and Africa Japan Asia (a) United States Asia (a) Europe, Middle East and Africa Japan Rest of world 30 TEXAS INSTRUMENTS • 2019 FORM 10-K Revenue recognition We generate revenue primarily fromconclusion the of sale a of consignment semiconductor process. products,whether We either a have directly contract a to exists, variety a we of customerability evaluate types or to the of to pay. contracts terms a of with distributor, the our or arrangement, customers at and the the distributors. relationship In with determining the customer or distributor and their Significant accounting policies and practices The preparation of financial statements requires the use of estimates from which final results may vary. The consolidated financial statements include thebeen accounts eliminated of in all consolidation. subsidiaries. All All dollarare intercompany amounts stated balances in in and the millions transactions financial of have statements U.S.financial and dollars statements tables unless to in otherwise conform these indicated. to notes, We the except have 2019 per-share reclassified presentation. amounts, certain amounts in the prior periods’ Basis of presentation The consolidated financial statements haveUnited been States prepared (GAAP). in The accordance basis withof of accounting adopting these principles a financial generally new statements accepted accounting is in comparable standard the for in all 2019 periods related presented to herein, leases. except for the effects 2. Basis of presentation and significant accounting policies and practices (a) Property, plant and equipment at our two sites in the Philippines was $394 million and $437 million as of December 31, 2019 Total property, plant and equipment Property, plant and equipment: Total revenue (a) Revenue from products shipped into China was $7.2 billion, $7.0 billion and $6.6 billion in 2019, 2018 and 2017, Revenue: Geographic area information The following geographic area informationequipment, includes based revenue, on based physical on location. productbecause The shipment our geographic destination, products revenue and tend information property, to does plant be not and shipped necessarily to reflect the end locations demand where by our geography customers manufacture their products.

FORM 10-K oRU n xlddfo h aclto ficm loae ocmo tc,a hw ntetbebelow. table the in shown as allocated stock, is common income to net allocated of securities income portion participating of a are calculation method, grant the two-class we from the (RSUs) excluded Under units and equivalents. stock RSUs dividend restricted to receive the to because rights EPS non-forfeitable calculating for containing method a two-class on the leases use these We for expense (EPS) lease share recognize per we Earnings an sheet; with balance Leases the component. on lease recorded term. single lease not a are the as less over for or basis accounted months straight-line are 12 which of components, term the non-lease lease terminate and initial to lease not with or agreements extend options. have to such We options exercise include will is values we expense lease that lease based Our certain Operating rate term. reasonably payments. borrowing lease is lease incremental the it of our over when value use basis lease present We straight-line liabilities term. the a lease and determining on assets the in recognized make and over commencement generally to payments classification, at obligations lease for available our of evaluated information represent value are the liabilities present leases on lease the date, and commencement on term, the based lease On recognized the term. are for lease assets the underlying over use payments to lease and right expenses our accrued represent assets, assets Sheets. long-term Lease Balance other in Consolidated our included on are Leases liabilities long-term inception. at other lease and a liabilities, is other arrangement an if determine We basis. revenue) transactions from These (excluded customers. net our Leases a from on taxes Income excise of and Statements value-added sales, Consolidated as our such in taxes presented collect are to deferred us the require of transactions all Some or some that taxes not assessed the than Other in likely recognized more been is the have it for that when realized. refundable events allowance be or of valuation not payable consequences a will taxes tax record assets of future We tax amount for returns. the liabilities tax record and or We assets statements approach. tax financial liability deferred and the asset and an year using current taxes income for account We in million $39 and taxes million Income $34 million, $30 was expense This respectively. incurred. 2017, as and costs 2018 promotional 2019, other and advertising expense cost We in costs parties. handling third and to costs shipping directly Advertising related fees the these include pay We customers revenue. our in of customers majority made. from The is received revenue. determination any, of such if on period fees, impact the shipping the in recognize assess charge We we a of risk, record collectability at necessary, monitor is if We collection and, collected. When debts be aging. bad not receivable for may accounts recorded estimate of amounts we review that through receivable primarily of accounts receivable timing for accounts the allowances component. from record differs financing we recognition significant addition, a revenue In of include timing not the do payment where generally and instances contracts invoicing In our between terms. determined time payment have generally of our we material, length of invoicing, amount not The any likely are incentives. under most which and significant a allowances, returns not using These product is basis terms. arrangements, portfolio contractual pricing a and for on data adjustments prepared historical include are of which analysis allowances, on over on based control based methodology retain adjusted we is the products. distributor, recognized for the or revenue pay customer relocate The to or the obligated back by becomes sale pull or distributor to use or right customer for the of the pulled including transfer and are disposition, and transfers products products’ when Delivery loss the the time, locations. of Until in designated risk inventory. point at and from a store title pulled at we when products recognized that point, is inventory that agreements consignment at consignment from occur inventory product control to pulls products. subject distributor the are or of that customer resale products the generally upon our is contingent of distributors not sales and is from the customers payment Revenue to to distributors, delivery sales to or for sales shipment Payment For upon order. terms. when time sales commercial required, in the standard where point of our and, terms a on pay the at due to occurs upon is obligated generally depending Control becomes transfer distributor, transferred. customer This or is the products. customer control when the when pass, accepted distributors, loss has our of customer to risk the sales and title including products, when our transferred of considered sales from revenue recognize We EA NTUET 09FR 0K31 10-K FORM 2019 • INSTRUMENTS TEXAS

FORM 10-K 2017 20 21 2018 (43) (34) (42) (33) For Years Ended December 31, $ 5,580$ 5,537 970 $ 5.71 $ 3,648 $ 3,682 $ 991 5,580 $ 3.68 $ 5,538 990 $ 5.59 $ 3,649 $ 3,682 1,012 $ 3.61 16 2019 – We consider investments in available-for-sale debt securities with (32) (31) Net Net Net Income Shares EPS Income Shares EPS Income Shares EPS $ 4,986 952 $ 5.24 $ 4,985 936 $ 5.33 $ 5,017 $ 5,017 ...... – Long-term investments consist of mutual funds, venture capital funds and non-marketable ...... Cash equivalents and short-term investments maturities of 90 days oravailable-for-sale less from debt the securities date with of maturitiesuse our beyond in investment 90 current to days operations be from and cash theshort-term include equivalents. date investment them We of activities in consider our are short-term investments investment to investments. in asLong-term preserve The being investments capital primary available and objectives for maintain of liquidity ourequity while cash securities. generating equivalent appropriate and returns. plans • • Income allocated to common stock Income allocated to RSUs Income allocated to common stock Dilutive effect of stock compensation Net income Income allocated to RSUs Net income 32 TEXAS INSTRUMENTS • 2019 FORM 10-K Property, plant and equipment; acquisition-relatedProperty, intangibles; plant and and other equipment capitalized are costs Our stated cost at basis cost includes and certain depreciatedacquisition. assets over acquired Leasehold their in improvements estimated business are useful combinations amortized livesthe using that using estimated the were the useful initially straight-line straight-line lives recorded method method. of at overestimated the the fair economic improvements. value shorter life We of as of amortize of the the acquisition-related the remainingof assets. intangibles date lease the Capitalized on of term license. software a or Fully licenses straight-line depreciated generally basis or are over amortized amortized the assets on are a written straight-line off basis against over accumulated the depreciation term or amortization. We review inventory quarterly forto salability be and sold. obsolescence. The A statistical statisticalestimated allowance allowance future is is sales. based provided A on for specific an inventorystatistical allowance analysis considered allowance. for of unlikely We each historical write material disposal off type activity, inventory will historical in be customer the carried shipments, period if as in there well which is as a disposal significant occurs. event not captured by the Inventories Inventories are stated at thestandard lower cost of basis, cost which or approximates estimatedinstalled cost net factory on realizable capacity. a value. Cost first-in Cost associated first-out islocations with basis. generally is Standard underutilization computed included cost of on in is capacity a our based is currently finished on expensed adjusted goods the as inventory. normal incurred. utilization Inventory of held at consignment Investments We present investments on our Consolidatedwhich Balance are Sheets detailed as below. cash See equivalents, Note short-term 6 investments for or additional long-term information. investments, Potentially dilutive securities representing 62018 million, and 4 2017 million respectively, and were 6because excluded million their from shares effect the of would computation common have of stock been diluted that anti-dilutive. earnings were per outstanding common in share 2019, during these periods Diluted EPS: Basic EPS: Computation and reconciliation of earnings per common share are as follows (shares in millions):

FORM 10-K S ecito dpe Date Adopted Description 2018-14 No. ASU 2017-12 No. ASU ASU flows. adopted: cash also on were impact standards no following as had The assets and lease operations corresponding of with results standards liabilities our Other lease impact of materially million not $229 did of standard recognition The costs. the 2019. direct in 1, initial resulted January and standard of classification new definition, the lease of to adoption related The accordance conclusions in prior reported apply the be to of to us application continue allowed the and that reflect adjusted guidance 2019 not 840, transition for are ASC the results periods under reported prior accounting The for historical date. results our adoption reported with the the after, while into guidance, entered accounting or new at, existing leases to applied 2016-02, 842) No. (Topic ASU Leases adopted 2016-02, We No. (ASU) Update period Standards current Accounting for standards adopted – standards accounting in Changes purposes. trading or speculative not for have derivatives transactions use derivative not these do of We results that The agreements debt. lock related treasury-rate the as of such life derivatives the financial over material. use amortized been may and we AOCI debt, in long-term recognized of are foreign issuance our the to with these accounting connection of hedge In value apply fair not the do in We changes OI&E. from to losses charged rate and or instruments. exchange Gains credited derivative that exposures. are currency impact sheet contracts earnings balance exchange the net currency forward reduce dollar foreign primarily to non-U.S. forward are hedges our instruments economic on These as have risk. used may exchange are fluctuations foreign which to contracts, exposure exchange manage currency to foreign instruments financial derivative use We from losses hedging and and gains Derivatives exchange Currency exchange. than of OI&E. other rate to equipment accounts daily charged and expense appropriate or plant and the credited Property, Revenue at are period. rates. remeasured remeasurement reporting exchange are each historical month of at each and end valued for liabilities the are depreciation dollar current at inventories U.S. assets, effect and the other in depreciation than taxes, rates associated other deferred exchange with currencies inventories), at in (except remeasured recorded assets are Accounts Current liabilities dollar. currency. long-term U.S. functional the the is into subsidiaries remeasured non-U.S. are our for currency its functional to The unit reporting each for currency information. value Foreign fair additional the for annual compares 7 our which Note perform See units, We reporting goodwill. arise. our including indicators for value, impairment 1 carrying certain October associated if of frequently as more test or impairment annually goodwill impairment for market reviewed available is by Goodwill determined is value Fair assets. Goodwill those of flows. value charge cash fair impairment discounted the Any by over amounts. or amount carrying carrying applicable, the respective the if comparing their of valuations, by to excess or assets assets the equipment of those on and recoverability with based plant the associated is assess property, flows We of cash impaired. values net are carrying undiscounted assets, the projected intangible indicate that including exist assets, circumstances long-lived or other facts whether review regularly We assets long-lived of Impairments 1-0:Dslsr rmwr hne oteDslsr eurmnsfrDefined for Requirements Disclosure the Plans (Subtopic to Benefit General Changes – – Plans Framework Benefit Disclosure Defined 715-20): – Benefits Retirement – Hedging Compensation for Accounting to Improvements Targeted Activities 815): (Topic Hedging and Derivatives Leases AC82 fetv aur ,21,uigtemdfe ersetv rniinmethod transition retrospective modified the using 2019, 1, January effective 842) (ASC EA NTUET 09FR 0K33 10-K FORM 2019 • INSTRUMENTS TEXAS Leases. nadto,w lce h akg fpatclepdet emte under permitted expedients practical of package the elected we addition, In aur ,2019 1, January 2019 1, January

FORM 10-K January 1, 2020 January 1, 2020 69 59 138 147 $ 232 $ 242 $25 $36 For Years Ended December 31, 66 130 2019 2018 2017 $ 217 $21 Fair Value Measurement (Topic 820):Disclosure Disclosure Requirements Framework for – Fair Changes Value toIntangibles Measurement the – Goodwill and OtherCustomer’s – Accounting Internal-Use for Software Implementation (Subtopic Costs 350-40): Arrangement Incurred That in Is a a Cloud Service Computing Contract ...... 34 TEXAS INSTRUMENTS • 2019 FORM 10-K We recognize compensation expense forperiod non-qualified required stock for options vesting and of RSUsemployees the on who award, a are adjusting straight-line retirement for basis eligible estimated overour or forfeitures the ESPP nearing based minimum are retirement on service expensed eligibility historical over are activity. a expensed Awards three-month on issued period. an to accelerated basis. Options issued under These amounts include expenses relatednet to of non-qualified estimated stock forfeitures. options, RSUs and stock options offered under our ESPP and are Total COR...... Total stock compensation expense recognized is as follows: We also have an employeeon stock a purchase percentage plan of (ESPP) the undermarket employee’s which value compensation, options on subject are the to offered exercise a to date. cap. all Under eligible the employees plan, in the amounts option based price per share is 85% of the fair We have options and RSUsfor outstanding annual to grants non-employee of directors stock undercommon options director stock and compensation upon RSUs, plans. the a The distribution one-time plans of grant generally stock of provide units RSUs credited to to each director new deferred non-employee compensation director accounts. and the issuance of TI We also have RSUs outstandingof to TI participants common under stock, long-term issued incentivethe on plans. recipient the Each retires. vesting RSU Holders date, represents of which the RSUs is right receive generally to an four receive annual years one cash after share payment the equivalent date to of the grant. dividends RSUs continue paid on to our vest after common stock. We have stock options outstandingthan to the participants fair under market long-term value incentiveover of plans. four our The years, common option and stock price continue on per to the share vest date may after of not the the be option grant. less recipient The retires. options have a 10-year term, generally vest ratably 3. Stock compensation ASUASU No. 2018-13 Description Effective Date Other standards We are evaluating the impactposition of or the results following of standards, operations. but We we are do adopting not these expect standards them as to of have their a effective material dates. impact on our financial ASU No. 2018-15 ...... R&D ASU No. 2016-13, Financial InstrumentsThis – standard Credit requires Losses entities (Topic 326): tofinancial Measurement use assets. a of Using current Credit this lifetime Losses methodology on expectedwhich will Financial credit requires result Instruments loss waiting in methodology to earlier to recognize recognition measuresecurities a of impairments will loss losses of be until than certain recorded it under through is thesecurities. an probable current We allowance of incurred are for being loss adopting credit incurred. approach, this losses Creditpreparation standard rather losses for effective than relating adoption January as to of 1, a available-for-sale the 2020, reduction debt material standard, applying to impact we the the on have guidance amortized our updated on cost financial certain a basis position policies modified of or and the retrospective results related basis. of In processes, operations. but this standard will not have a Changes in accounting standards – standards not yet adopted SG&A

FORM 10-K so eebr3,21,tenme fsae eann vial o uueisac ne hs ln a 45,082,425. was plans these under issuance future for available remaining shares of million, number $125 the were 2019, grants 31, RSU December from of and vested As $110.05 shares $106.58, of were values 2017 fair and date respectively. 2018 grant million, 2019, total $149 in the and granted 2017, million RSUs and $123 of 2018 share 2019, per In values respectively. fair $79.52, date grant average weighted The 2019 31, December grants, Outstanding expired and Forfeited vested exercised/RSUs options Stock Granted 2018 31, December grants, Outstanding used: share assumptions per average value, Weighted fair date grant average Weighted for values assumptions: fair average the weighted estimate following We the value. with fair model at option-pricing plans Black-Scholes-Merton compensation the stock using various options our stock under non-qualified granted awards all for account We assumptions and methods Fair-value tc pinadRUtascin ne u ogtr netv n ietrcmesto ln r sfollows: as are plans compensation director and incentive long-term our under transactions discount. RSU the and of option amount Stock the equals plan plans this compensation under director share and determine per incentive to value Long-term used fair not The grant. is awards. of model these date option-pricing of the Black-Scholes-Merton share on the per stock consequently value common and fair our plan the of discount-purchase price a closing is the ESPP on Our based determined plan is approved RSUs an of is share there per unless value included fair is The change our rate of term. dividend price near future market the a current in for the dividend assumption and No the rate grant. change dividend of to quarterly time approved the annualized at the stock on common based are a yields with dividend issues Expected government options. U.S. the zero-coupon of for life available expected currently the yield to implied equal available. the term currently using remaining 10-year patterns determined rolling exercise are a future rates using of interest optionees estimate Risk-free our best of the experience is exercise method option experience historical historical the the estimates. on believe these based We in options average. used of volatility lives expected expected market-based the determine that of We believe indicators We available rates. best volatility the implied currently available are using volatility granted implied options of all measures on volatility expected determine We xetdvolatility Expected xetddvdn yields dividend Expected rates interest Risk-free years) (in lives Expected ...... EA NTUET 09FR 0K35 10-K FORM 2019 • INSTRUMENTS TEXAS ...... 1,2,7)4.8(,7,6)52.74 (2,370,762) 44.68 (11,529,174) 99544$5.073553$66.72 $ 7,305,543 56.10 $ 39,905,454 243946.75878079.62 5,897,800 66.57 32,493,944 ,5,9 0.111294106.58 1,142,974 104.51 4,559,093 4149 38 1995 81.57 (179,955) 83.89 (441,429) Shares tc Options Stock egtdAverage Weighted xriePrice Exercise e hr Shares Share per 22.08 $ 0921 2017 2018 2019 2.66% 2.95% 7.1 26% o er ne eebr31, December Ended Years For 32 16.49 $ 23.20 $ .7 2.36% 2.57% .5 2.52% 2.25% . 7.2 7.2 3 24% 23% RSUs egtdAverage Weighted au e Share per Value rn aeFair Date Grant

FORM 10-K Options Share Exercisable Exercise Price per Weighted Average Options Exercisable 66.031,992 $ $ 50.82 1,522 Number (Shares) Exercisable Shares Exercise Price 173,849 110.14 229,836742,819 $ 80.29 102.34 32,001,396 19,646,782 (798,806) 94.30 (Fully Vested and Expected to Vest) (a) Outstanding Stock Options Share Exercise Price per Weighted Average Life (Years) Weighted Average Stock Options Outstanding Remaining Contractual ...... 5.8 4.6 ...... $ ...... Number (Shares) ...... Outstanding 32,493,944 5.9 $ 66.57 19,646,782 $ 50.82 ...... $ ...... options outstanding was $2.01 billion. 36 TEXAS INSTRUMENTS • 2019 FORM 10-K Effect on shares outstanding and treasury shares Treasury shares were acquired in$13.18 connection billion with of the stock board-authorized repurchase stock authorizations repurchase remain, program. and As no of expiration December date 31, has 2019, been specified. As of December 31, 2019, the number of shares remaining available for future issuance under this plan was 33,812,282. ESPP transactions are as follows: Outstanding grants, December 31, 2019 The weighted average grant date$15.43 fair and values $12.99, per respectively. share The ofand total options 2017. intrinsic granted value under of the options ESPP exercised in under 2019, these 2018 plans and was 2017 $13 were million $18.05, in 2019, 2018 Employee stock purchase plan Options outstanding under the ESPPcommon as stock of on December the 31, date 2019,price of had of automatic an $110.14 exercise. exercise per The price share. automatic equal Of exercise to the occurred 85% total on of outstanding January the options, 2, fair 2020, none market resulting were value in exercisable of an as TI of exercise December 31, 2019. Outstanding grants, December 31, 2018 Weighted average remaining contractual lifeWeighted (in average years) exercise price perIntrinsic share value (millions of dollars) (a) Includes effects of expected forfeitures. Excluding the effects of expected forfeitures,As the of aggregate December intrinsic 31, value 2019, ofIncome total stock was future $226 compensation million, related consisting toThe of equity $226 $98 awards million million not is related yet expected to recognized$4 to unvested in million be stock our in recognized options Consolidated 2023. as and Statements follows: $128 of $113 million million related in to 2020, unvested $72 RSUs. million in 2021, $37 million in 2022 and Granted Exercised Number of outstanding (shares) Summarized information as of Decemberas 31, stock 2019, options about that outstanding are stock currently options exercisable, that is are as vested follows: and expected to vest, as well In 2019, 2018 and 2017,the the exercise aggregate price intrinsic paid values by (i.e., the the optionee) difference of in options the exercised closing were market $819 price million, on $561 the million date and of $632 exercise million, and respectively. Exercise Price Range $ 23.05 to 127.35 Summarized information about stock options outstanding as of December 31, 2019, is as follows:

FORM 10-K a e ftxspi o mlyesae ihedo 5 ilo,$0mlinad$3mlini 09 08ad2017, and 2018 2019, in million $83 and million $60 million, $52 of withheld shares employee for paid taxes of Net (a) compensation stock for benefit tax Excess asset tax deferred to compensation Reduction stock from realized benefit Tax (a) transactions stock common from Proceeds follows: as are flows cash on effects The 2019 31, December Balance, issued Total for: used Shares Repurchases 2018 31, December Balance, issued Total for: used Shares Repurchases 2017 31, December Balance, issued Total for: used Shares Repurchases 2016 31, December Balance, shares: treasury our of in distribution changes options, the stock reflects of table exercise following upon The shares RSUs. treasury of from vesting stock and common compensation of shares deferred issue director to is practice current Our ietrdfre tc units stock deferred Director ESPP taxes to applied Stock options/RSUs Stock units stock deferred Director ESPP taxes to applied Stock options/RSUs Stock units stock deferred Director ESPP taxes to applied Stock options/RSUs Stock respectively...... — ...... — ...... — — ...... — — ...... EA NTUET 09FR 0K37 10-K FORM 2019 • INSTRUMENTS TEXAS ...... 224 539 $ $ 175 $ 1,2,8)(,8,1)(14,208,395) (1,880,415) (12,327,980) (2,370,762) (11,529,174) tc pin RSUs Options Stock 1,7,7)(,6,6)(17,740,140) (3,361,364) (14,378,776) (4,419,464) (13,313,019) 92236 22624 (11,468,610) (2,216,274) (9,252,336) 84248 (2,769,994) (8,432,458) 10577 — (1,065,757) 7886 — (798,806) 8988 — (819,878) 0921 2017 2018 2019 (49) 490,347 — (71,571) — — o er ne eebr31, December Ended Years For 3 250 341 $ 136 483 $ 179 $ $ 373 $ $ 1,058,100 553,720 4)(91) (43) 808,784,381 795,665,646 757,657,217 744,831,978 27,398,701 49,482,220 30,570,129 Treasury Shares (5,181) (4,750)

FORM 10-K — (1.6) 2017 0.14.2 (2.5) 0.5 — 1.0 1,014 950 (1.3) (1.1) (0.7) 12.7 (5.3)(2.0) — (4.1) 21.0% 35.0% 16.5% 39.4% $ 5,672 $ 5,130 $ 6,686 $ 6,080 813 For Years Ended December 31, For Years Ended December 31, — — — 0.3 0.5 2019 2018 2017 (1.4) (4.9) (3.1) 2019 2018 2017 21.0% 12.4% $ 4,915 $ 5,728 2018 ...... 71 812—12 For Years Ended December 31, 225 (8) 217 173 61 234 $ 1,211 $ (105) $ 1,106 $ 2,286 $ 112 $ 2,398 $ 979 $ (98) $ 881 $ 2,101 $ 51 $ 2,152 ...... 2019 ...... 12 — 12 135 56 191 ...... $ 630 $ 81 $ 711 $ 483 $ 25 $ 508 Current Deferred Total Current Deferred Total Current Deferred Total ...... 38 TEXAS INSTRUMENTS • 2019 FORM 10-K Other The earnings represented by non-cashreinvested operating outside assets, the such United as States. fixedglobal Provisions assets intangible of and low-taxed the inventory, income Tax will (GILTI) Act, continuerepatriation tax such to of for as be earnings the years permanently of beginning one-time non-U.S. tax infuture subsidiaries on 2018, remittance to indefinitely eliminate of the reinvested any these United additional earnings earnings. States. and U.S.upon However, Consequently, the taxation repatriation withholding no resulting of or U.S. from available distribution tax cash taxes provisionearnings to in has to the certain been the United non-U.S. made extent States. jurisdictions for that A will the December repatriation provision be 31, of has incurred 2019, the been we available made have cash for no to deferred basis the taxes differences United on that States these would is undistributed result expected in to material result unrecognized in deferred a tax tax liabilities. liability. As of The U.S. Tax Cuts andtax Jobs rate Act from (the 35% Tax to Act)subsidiaries 21% was that and enacted were requires on previously companies December tax to 22,the deferred. pay 2017. enactment-date a We The effects applied one-time Tax of tax the Act the on guidance reducesfor Tax indefinitely the in the Act reinvested U.S. Staff enactment-date in statutory earnings Accounting income 2017 income of Bulletin tax and certain No.our effects throughout non-U.S. 118 provisional of 2018. when amount the As accounting by Tax of for $44 Act. December million We 31, in booked 2018, 2018, a we for provisional completed a amount our net of accounting of $773 $729 million million. in 2017 and reduced U.S. state Non-U.S. effective tax rates U.S. Tax Act transitional non-cashU.S. expense Tax Act enactment-date effectsU.S. and tax measurement benefit period for adjustments manufacturing Effective tax rate U.S. statutory income tax rate Principal reconciling items from thepercentage U.S. of statutory income income before tax income rate taxes) to are the as effective follows: tax rate (provision for income taxes as a Total U.S. federal Provision for income taxes is comprised of the following components: Total Non-U.S. U.S. tax benefit for foreignU.S. derived excess intangible tax income benefit forU.S. stock R&D compensation tax credit U.S. Income before income taxes is comprised of the following components: 4. Income taxes Non-U.S.

FORM 10-K hti s“oelkl hnnt htatxpsto ilb utie yteaporaetxatoiis ercgieaccrued recognize We authorities. tax appropriate OI&E. the of by components determine as sustained must be penalties we will and statements, position positions financial tax tax our a uncertain typically in that to those are recorded not” related in authorities be than interest authorities by can likely tax challenged benefit “more by matters any is examination the Before it to Because uncertain. that subject returns. is are tax outcome returns these ultimate tax on their income item complex, our any and challenge jurisdictions, may tax who of jurisdictions number a in operate We 2017, and 2018 2019, in positions billion tax $1.80 Uncertain and million $705 million, 2029. $570 year were the refunds, before of expire net will taxes, respectively. which income of for 2018. none made or million, payments 2019 $6 Cash in approximately income of net carryforwards to loss impact tax no non-U.S. had and million, changes U.S. $8 These have assets, by respectively. We tax increased 2017, deferred allowances and absorb Valuation 2018 to income. 2019, used taxable in be on future million can based for $37 that is expectations and assessment liabilities and million This tax years $7 assets. deferred carryback tax of prior deferred existence in non-U.S. the income and including taxable U.S. criteria, of relevant realization of the evaluation regarding our assessment ongoing an make We asset tax deferred Net liabilities tax Deferred assets tax Deferred follows: as Sheets Balance Consolidated our on presented are jurisdictions tax on based liabilities and assets tax deferred The asset tax deferred Net liabilities tax deferred Total liabilities: allowance tax valuation Deferred after assets, tax deferred Total allowance valuation before assets, tax deferred Total assets: tax Deferred follows: as are period liabilities the and in assets expense tax tax deferred income of of components component primary a The as GILTI of effects the incurred. for is account tax to the election which policy in allowable an made have We auto allowance Valuation Other earnings International adjustments fair-value and intangibles Acquisition-related equipment and plant Property, reserves related and Inventories compensation Stock expenses carryforwards Accrued credit tax and loss Deferred eieetcssfrdfndbnftadrtrehat care health retiree and benefit defined for costs Retirement ...... EA NTUET 09FR 0K39 10-K FORM 2019 • INSTRUMENTS TEXAS ...... 119 $ 197 $ 119 $ 213 $ 092018 2019 092018 2019 (294) (180) 109 113 413 593 109 eebr31, December eebr31, December (78) (55) (95) (82) (62) 49 253 $ 295 $ 253 $ 247 $ (142) (260) (172) 122 129 513 685 107 (42) (65) (10) (43) 80

FORM 10-K 317 142 — (1) (18) (1) $ 286 $ 300 $49$38 $ 300 $ 243 $ (15) $ (19) 3 (8) 63 (41) 2019 2018 2017 $ 303 $44 $ 286 $9 ...... 40 TEXAS INSTRUMENTS • 2019 FORM 10-K Concentrations of credit risk withdispersion respect across to different accounts industries receivable and areincentives geographic limited and areas. due collectability. We to These maintain our allowances allowances large are for number deducted expected of from returns, customers accounts disputes, and receivable adjustments, their on our Consolidated Balance Sheets. Risk concentration We are subject to counterpartythat risks could from financial subject us institutions, to customersaccounts concentrations and receivable. of issuers To credit of manage debt risk our are securities.the credit primarily Financial amount risk cash instruments of exposure, deposits, credit we cash exposure place equivalents,to to cash short-term financial any investments investments institutions one in and with issuer. investment-grade We investment-grade debt also ratings. securities limit and counterparties limit on cash deposits and financial derivative contracts Our investments in cash equivalents, short-termcompensation investments liabilities, and are certain carried long-term at investments, fairThe as value. carrying well Our values as postretirement for our plan other deferred assets currentfair are financial value carried assets due at and to fair liabilities, the value such shortthe or as maturity current net accounts of portion, asset receivable such was value and instruments. $5.80 per accounts As billion,broker-dealer share. payable, of and quotes, approximate December the which 31, estimated are 2019, fair Level the value 2 carrying was inputs. value $6.29 See of billion. Note long-term The 6 debt, estimated for including fair a value description is of measured fair using value and the definition of Level 2 inputs. Additions for tax positions ofReductions prior for years tax positions ofSettlements prior with years tax authorities Financial instruments We hold derivative financial instrumentsmaterial such as as of forward December foreign 31, currencynotional 2019. exchange Our value contracts, forward of the foreign $458 fair million currency valueyen, exchange to of $106 hedge contracts which million outstanding our was to non-U.S. as not sell of dollar Indian December net rupees 31, balance and 2019, sheet $74 had exposures, million a including to $136 sell million British to pounds. sell Japanese 5. Financial instruments and risk concentration In non-U.S. jurisdictions, the yearsmajor open jurisdictions to outside audit the represent United the States, years our still subsidiaries open are under no the longer statute subject of to limitations. income With tax respect audits to for years before 2007. As of December 31, 2019,Audit the statute activities of related limitations to our remainsprocedures open U.S. for federal for relief U.S. tax from federal returns double through taxthe taxation. returns 2012 years The for have 2007 procedures 2013 been through for and completed 2012. relief following except The from years. for audit double certain of taxation pending the pertain tax U.S. to treaty federal U.S. tax federal returns tax for returns 2013 for through 2015 is underway. All of the $303 millioncomprised and of $286 positions million that, liabilities if forand recognized, uncertain $30 would tax million lower positions of the as existing effective ofthe deferred tax December $303 tax rate. 31, million assets 2019 If liability in and these as 2019 2018, liabilitiesdepreciation-related of and respectively, are position. December 2018, are ultimately 31, respectively, realized, 2019, would $2 could also million decrease be by realized. up It to is $249 reasonably million possible in that 2020 for the resolution of a tax The liability for uncertain tax positions is a component of other long-term liabilities on our Consolidated Balance Sheets. Interest income (expense) recognized in the year ended December 31 Interest payable as of December 31 Additions based on tax positions related to the current year Balance, December 31 Balance, January 1 The changes in the total amounts of uncertain tax positions are as follows:

FORM 10-K 23 ilo,$.1blinad$.0blin epciey rs elzdgisadlse rmteeslswr o material. not were sales these from losses and were gains investments realized available-for-sale Gross short-term respectively. of maturities billion, $4.10 and and redemptions sales, billion from $6.71 2017. proceeds billion, or the $2.31 2018 2017, 2019, and not in 2018 were investments 2019, investments available-for-sale In available-for-sale to our related with losses associated credit losses any and recognize gains not unrealized did 2018, We and material. 2019 31, December of As Total basis: measurement Other Total securities: Trading securities: debt Available-for-sale value: fair at Measured follows: as are investments our Gains of impairments. Details or OI&E. price in in recognized changes are observable investments for equity adjustments non-marketable with on results. cost losses financial at and investee’s measured the are losses of securities and share equity Gains ownership Non-marketable securities. our equity on non-marketable based other OI&E fair and in at funds recognized measured capital are not venture investments are in equity-method which interests from investments, of equity consist non-marketable investments and These investments value. equity-method include investments other Our these of value investments fair equity the Other intended in SG&A. investments changes in equity record liabilities We and compensation liabilities. debt deferred of compensation related variety deferred the a certain and hold in funds funds changes mutual mutual offset These that securities. returns trading generate as to funds Income. mutual impairments of certain Other-than-temporary Statements classify Sheets. Consolidated We Balance our in Consolidated OI&E our in on AOCI recorded are in or taxes, securities prices of debt market net available-for-sale on decrease, on based or generally increase is an which as value, recorded fair at stated See are quotes. securities broker trading and investments debt Available-for-sale value fair at measured investments equity and liabilities Debt certain and investments equity and 2017. debt or of 2018 Valuation 2019, in 6. revenue of more or 10% for accounted customer end No million customer $11 Major million, ($11) respectively. by 2017, results and operating 2018 to 2019, (credited) in charged million amounts ($9) reflect and to changed allowances receivable Accounts aho hand on Cash equity Non-marketable investments Equity-method funds Mutual and agency government U.S. obligations Corporate funds market Money investments securities Treasury ...... arvleconsiderations Fair-value ...... EA NTUET 09FR 0K41 10-K FORM 2019 • INSTRUMENTS TEXAS ahadCash and Cash Equivalents eo.Uraie an n ossfo vial-o-aedb euiisare securities debt available-for-sale from losses and gains Unrealized below. ,1 — $ — $ 1,213 $ ,3 ,5 300 $ 2,950 $ 2,437 $ ,9 ,5 272 2,950 1,991 4 — — 446 0 ,3 — — 1,734 1,216 604 174 272 ——4 — ——24— eebr3,2019 31, December Investments Short-Term Investments Long-Term ahadCash and Cash Equivalents 4 — $ — $ 747 $ ,3 ,9 251 $ 1,795 $ 2,438 $ ,0 ,9 226 1,795 2,208 3 — — 230 8 ,4 — — 1,047 748 988 473 226 ——4 — ——21— eebr3,2018 31, December Investments Short-Term Investments Long-Term

FORM 10-K 4,921 Fair Value December 31, 2018 — 1,221 1,221 226 — 226 2,035 — 2,035 $ 747 $ —$ $ 3,008 747 $ 1,221$ $ 4,229 246$ $ 246 — $ $ — 246 $ 246 December 31, 2019 — 1,390 1,390 272 — 272 2,338 — 2,338 Level 1 Level 2 Total Level 1 Level 2 Total $ 1,213 $ — $ 1,213 $ 3,823 $ 1,390$ $ 5,213 298$ $ 298 — $ $ — 298 $ 298 ...... 20 ...... $ ...... – Uses unadjusted quoted prices that are available in active– markets Uses for inputs identical other assets than or Level liabilities 1 as that of are the either directly or indirectly observable as of the reporting date through – Uses inputs that are unobservable, supported by little or no market activity and reflect the use of significant ...... Level 1 reporting date. Level 2 correlation with market data, includingmarkets quoted that prices are for not similar active. assetsmethodologies Level and that 2 liabilities also do in includes not active assets require marketsrates and significant and and liabilities judgment quoted volatility that since prices factors, are the in are valued inputLevel corroborated using assumptions 2 by models used valuations. readily or in We observable other the verify data. pricing models,dealers these We such based valuations utilize as on for a interest observable reasonableness third-party prices relative dataLevel for to service 3 similar unadjusted to assets quotes provide in obtained active frommanagement markets. brokers judgment. or These values aremarket generally participant determined assumptions. using As pricing of models December that 31, utilize 2019 management and estimates 2018, of we had no Level 3 assets or liabilities. • • • U.S. government agency and TreasuryMutual securities funds Deferred compensation Money market funds Corporate obligations 42 TEXAS INSTRUMENTS • 2019 FORM 10-K Total liabilities Total assets Liabilities: Assets: One year or less The following table presents the aggregate maturities of our available-for-sale debt investments as of December 31, 2019: The following are our assetscash and on liabilities hand, that assets were held accountedother by for than our at fair postretirement fair value. plans, value or on assets a and recurring liabilities basis. that These are tables measured do at not historical include cost or any basis The three-level hierarchy described below indicates the extent and level of judgment used to estimate fair-value measurements. Fair-value considerations We measure and report certainthat financial would assets be and received liabilities to atthe sell fair asset an value or asset on liability or a in paid recurring an to basis. orderly transfer Fair transaction a value between liability is market (an defined participants exit as on price) the the in price the measurement date. principal or most advantageous market for In 2019, 2018 and 2017,respectively. net These gains amounts and include losses realized associated2019, with gains 2018 our of and equity $29 2017, million, investments respectively. $11 were million $32 million, and $5 $6 million million and on equity $4 million, investments sold during One to two years There were no other-than-temporary declines and impairments in the values of our debt investments in 2019, 2018 or 2017.

FORM 10-K eebr3,20,d o eev h ie mlyrcnrbto f2 fteepoe’ nuleiil earnings. eligible annual employee’s the of after 2% hired of Employees contribution earnings, earnings. employer eligible eligible fixed annual annual the employee’s employee’s receive the the not of of do 2% enhanced 4% 2003, of the to 31, contribution in up December benefit employer participate of defined fixed may contribution the a 2003, employer-matching in 31, for an benefit December provides plus a through plan accruing This and to continue 1997 plan. up to November contribution for not after defined provided elected hired are who employees benefit contributions Employees and defined employer-matching earnings. plans, qualified where eligible pension the plan, annual in contribution employee’s benefit defined the post-tax a the of and accruing in 2% pretax continue participate make to also to elected may employees who plans allows Employees pension that choices. option investment savings various accruing employer-matching to cease an contributions to offer below. or plans described plans contribution the plan defined in contribution Both benefit defined and a enhanced 1997, accruing the in continue in participants to participate new election to and to one-time instead plan; closed a and were contribution make benefit plans defined to a benefit enhanced allowed defined an were The plan; participants plans. contribution current pension defined then benefit a are defined States non-qualified United and the qualified in plans retirement principal Our plans plans. retirement benefit U.S. care health retiree arrangements. and compensation benefit deferred defined offer contribution, we defined employees, including qualifying plans, For retirement employee various have We descriptions Plan plans benefit and Postretirement 2020 8. in million amortized $198 Fully is 2017. amortization and estimated 2018 remaining 2021. in The in million amortization. million $318 accumulated $142 and against 2019 off in written million are $288 assets was intangibles acquisition-related of Amortization how with consistent purposes, segments. reporting its National segment of of for performance acquisition Other the the in measures from included management resulting are assets amounts intangible These of Corporation. amortization Semiconductor ongoing the represent charges Acquisition charges Acquisition Total relationships Customer technology Developed follows: as are was intangibles impairment acquisition-related no of determined components we The 2017, inputs and unobservable 2018 These 2019, unit. In using reporting 6. each judgment, Note of and in reporting value estimates described our fair management as indicated. of the upon measurements, each calculate based 3 of to is Level value models value considered fair flow fair are the cash of whether discounted Determination determine in value. and inputs carrying 1 its unobservable October of of excess as in test is impairment units goodwill annual our perform We Total Other Processing Embedded Analog follows: as is 2018, and 2019 31, December of as segment by Goodwill intangibles acquisition-related and Goodwill 7...... 32 $ ...... $ ...... 7–10 ...... 172 ...... 8 ...... eid(Years) Period Amortization EA NTUET 09FR 0K43 10-K FORM 2019 • INSTRUMENTS TEXAS rs Carrying Gross ,0 ,6 340 $ 1,660 $ 340 $ 1,660 $ 2,000 $ 2,000 $ Amount ——— eebr3,2019 31, December Accumulated mriainNet Amortization rs Carrying Gross ,3 ,0 628 $ 2,307 $ 552 $ 1,573 $ 2,935 $ 2,125 $ Amount 1 3 76 734 810 eebr3,2018 31, December Accumulated mriainNet Amortization Goodwill 4,362 4,158

FORM 10-K 32 (1) (2) 20 28 45 44 33 45 (67) (62) $36 $37 $36 $47 1 3 29 43 18 (86) Non-U.S. Defined Benefit $31 $21 23 44 (3) (4) 15 17 —— (15) (17) $5 $5 $4 $4 2 (1) 14 — — (14) U.S. Retiree Health Care $3 $2 17 14 35 42 23 36 29 37 —— (42) (41) $19 $22 $52 $73 9 U.S. Defined Benefit 38 10 24 — (41) 2019 2018 2017 2019 2018 2017 2019 2018 2017 $18 $34 ...... 44 TEXAS INSTRUMENTS • 2019 FORM 10-K Amortization of prior service costRecognized (credit) net actuarial loss Interest cost Expected return on plan assets For the U.S. qualified pensioncost and is retiree based health upon care a plans,value market-related the adjusted value expected by of return a assets. on smoothing In plan technique accordance assets with whereby component U.S. certain of GAAP, gains net the and periodic market-related losses benefit value are of phased assets in is over the a fair period of three years. All defined benefit and retireeConsolidated health Statements care of benefit Income. plan Service expense cost components is other recognized than within service operating cost profit. are recognized in OI&E in our Settlement losses Total, including other postretirement losses Net periodic benefit costs Service cost Effects on our Consolidated Statements of Income andExpense Balance related Sheets to defined benefit and retiree health care benefit plans is as follows: As of December 31, 2019stock and valued 2018, as at a $28 result millionwere of and not employees’ $23 material. elections, million, TI’s respectively. non-U.S. Dividends defined paid contribution on these plans shares held of TI TI common common stock in 2019 and 2018 Non-U.S. retirement plans We provide retirement coverage fornumber non-U.S. of employees, defined as benefit required by andservice local defined and laws contribution compensation. or plans. Funding to Retirement requirements the benefitscountry are extent are practices determined we generally and on deem based market an appropriate, on circumstances. individual through an country a employee’s and years plan of basis and are subject to local U.S. retiree health care benefitU.S. plan employees who meet eligibilitythe requirements cost are of offered those medical retiree coveragefactors, medical during the benefits retirement. most for We important certain make of retirees abenefits. which and contribution The are their toward balance an dependents. of employee’s The the date contributionfull cost of rates cost is hire, are of borne date based their by of upon medical the retirement, various benefits plan’s years during participants. of retirement. service Employees and hired eligibility after January for Medicare 1, 2001, are responsible for the The defined benefit pension plansaccrue include service-related employees benefits, still but accruing instead, benefits,defined may as benefit participate well pension in as plan the employees are enhanced andcompensation. determined defined participants We using contribution who intend a plan. no to formula Benefits longer contribute based underand amounts on the regulations, to years qualified plus this of such plan service additional to andclosed amounts meet the to as the highest new we minimum five participants. deem funding consecutive appropriate. requirements years The of of non-qualified applicable defined local benefit laws plans are unfunded and Our aggregate expense for the U.S. defined contribution plans was $61 million in 2019, 2018 and 2017. As of December 31, 2019common and stock 2018, totaling as a 8 result millionon of shares these employees’ and shares elections, 9 in TI’s million 2019 U.S. sharesfund and defined valued was 2018 at contribution frozen were $988 plans to $26 million held new million and shares contributions and $821 of $24 or million, TI million, transfers respectively. into respectively. Dividends Effective the paid April fund. 1, 2016, the TI common stock

FORM 10-K otiuin otepasme rece l iiu udn eurmns eepc ocnrbt bu 2 ilo oour to million $20 about contribute to expect We requirements. funding 2020. minimum in all plans exceed benefit or retirement meet plans the to Contributions 2018 of end at status Funded 2018 2019 of end at status Funded 2019 follows: as are 31, December of benefit as the Sheets measure Balance to Consolidated used our rate on discount recognized the Amounts in change a 2018. to and related 2019 primarily in was plans plans those pension of all obligations for (gain) loss actuarial The year of end at status Funded assets plan in Change obligation benefit plan in Change follows: as are plans benefit care health retiree and benefit defined for assets plan and obligations benefit the in Changes cre xessadohrlaiiis&ohrln-emliabilities long-term plans other retirement & Underfunded liabilities other and expenses Accrued plans retirement Overfunded plans retirement Underfunded long-term other & liabilities other and expenses Accrued plans retirement Overfunded year of end at assets plan of value Fair year: of beginning at assets plan of value Fair year of end at obligation Benefit year: of beginning at obligation Benefit mlyrcnrbtos(ulfe plans) (qualified contributions Employer assets plan on return Actual liabilities Other changes rate exchange of Effects Settlements paid Benefits contributions Participant plans) (non-qualified contributions Employer changes rate exchange of Effects amendments Plan (gain) loss Actuarial Curtailments Settlements paid Benefits contributions Participant cost Interest cost Service ...... $()$ (5) $ ...... $4 2$92 $ 52 $ — $ 40 $ ...... EA NTUET 09FR 0K45 10-K FORM 2019 • INSTRUMENTS TEXAS ...... ()—(3) — (8) .... 869 $ $27 987 $ 960 $ 874 $ 0921 0921 092018 2019 2018 2019 2018 2019 eie Benefit Defined 185 107 (11) (11) (66) (66) — — — — — — — — 10 38 18 U.S. ..Defined U.S. Benefit 3$—$15$218 $ 145 $ — $ 73 $ 7$()$8 104 $ 80 $ (3) $ 27 $ 995 $ (5) $ 869 $ 874 $ 998 $ (100) (100) 1)—()(21) (4) — (17) 2)()(1 (93) (61) (3) (29) 3)(1 5)(118) (50) (31) (37) (56) (10) (10) (68) — — — — — — — 20 20 35 19 eie elhCare Health Retiree 330 $ (3) $ 356 $ 359 $ 361 $ elhCare Health Retiree U.S. (41) (41) — — — — — — — — 53 14 13 13 1 9 3 3)$()$(37) $ (1) $ (31) U.S. 394 $ (31) $ 330 $ 361 $ 414 $ (12) (41) (41) (23) (43) — — — — — — — 15 11 11 1 5 eie eei Total Benefit Defined Non-U.S. 2,410 $ $80 2,661 $ 2,581 $ 2,411 $ (103) (103) eie Benefit Defined 337 193 (12) (12) — — — 43 31 13 12 (1) Non-U.S. 9 7 7 2,593 $ (1) $ 2,410 $ 2,411 $ 2,469 $ (52) (87) (87) (54) (16) (56) (16) (11) — — — 19 45 36 6 7 7 7

FORM 10-K Credit Prior Service Total Net Loss Actuarial December 31, 2019 Credit Prior Service 41 2 671 714 — —— 347 — 347 126 126 Net Loss $ — $ —$ 62 $ 640 $ $ — 640 $ 59 $ 168$ 100 $ 126 $ 230 $ 128 $ 1,762 $ $ 2,433 1,947 $ 2,661 $ — $ —$ 62 $ 987 $ $ — 987 $ 294 $ 356 Non-U.S. Defined Benefit Level 1 Level 2 Other (a) Total Actuarial Credit Prior Service Net Loss U.S. Retiree Health Care Actuarial ...... 11 7 — 32 — 50 — (36)(19) (31)(44) — — (24) 1 (58) 1 — (32) (58) (125) (1) (1) — (51) (126) — — Net Loss $ 91 $ (3) $ (4) $ 259 $ 2 $ 347 $ (2) Benefit Actuarial U.S. Defined ...... $135 $21 $(5) $317...... $ 3 $473 $(2) ...... income Fixed income securities and cash equivalents Equity securities Fixed income securities and cashEquity equivalents securities Equity securities Fixed income securities and cash equivalents Recognized within net Tax effect Total change to AOCI December 31, 2019 December 31, 2018 Adjustments 46 TEXAS INSTRUMENTS • 2019 FORM 10-K (a) Consists of bond index and equity index funds, measured at net asset value per share, as well as cash equivalents. Total Total Assets of non-U.S. defined benefit plans: Assets of U.S. retiree health care plan: Total Assets of U.S. defined benefit plan: Information on plan assets We report and measure thebelow plan set assets forth of the our fair defined value benefit of pension our and plan other assets postretirement using plans the at same fair three-level value. hierarchy The of tables fair-value inputs described in Note 6. AOCI balance, net of taxes, AOCI balance, net of taxes, Changes in AOCI by category: The change in AOCI is as follows: Accumulated benefit obligations, which arefuture generally salary less increases, than were the $878 projectedbenefit million benefit plans, and obligations and $793 as $2.46 million they billion as excludeplans. of and the December $2.29 impact 31, billion of 2019 as and of 2018, December respectively, 31, for 2019 the and U.S. 2018, defined respectively, for the non-U.S. defined benefit

FORM 10-K eei obligations: determine benefit to used assumptions average Weighted return volatility. with rate securities discount policies income by investment to fixed caused and growth of liabilities Assumptions asset proportion the provide greater in to a changes need have with the world aligned against the closely rate around more asset-liability discount plans are detailed the our that of in of characteristics use and changes Most the assets of cost. through plan impact service primarily the the future determined of balance cover is sensitivity to concentration investments rate look of bond interest that risks the and studies mitigate match equity modeling to better of equivalents. funds mix to cash index appropriate designed as broad-market is The well low-cost, policy liabilities. as of investment share, consist Our per largely sectors. value plans market asset benefit within net major at our measured in funds, investments index The equity and index bond of Consists (a) Total plans: benefit defined non-U.S. of Assets Total plan: care health retiree U.S. of Assets Total plan: benefit defined U.S. of Assets e eidcbnftcost: benefit periodic determine net to used assumptions average Weighted ln’ivsmns supin sdfrtennUS eie eei ln elc h ifrn cnmcevrnet ihnthe the within of environments nature economic long-term different and mix the investment reflect expenses the plans reasonable on benefit of based defined payment appropriate non-U.S. countries. asset the are the various each for assumptions for for results our used returns the believe Assumptions for adjust We investments. expectations We assets. plans’ future rebalancing. plan on allocation from based asset plan are target the assets periodic of rate. plan of discount on effect the return the establish of and sufficient to rate class a used long-term lack is expected that premium the countries risk for For appropriate Assumptions value. an developed. present for is same adjusted value the index present produces bond with a that government constructed manner, rate a curve this equivalent market, yield In single bond a country. the corporate is against each is analysis discounted in selected an are available rate the bonds, plans bonds discount of high-quality benefit corporate The return traded defined high-quality of actively the of rate of from universe the number flows appropriate reflects sufficient cash an rate a projected cash discount with the provide resulting locations which is to The non-U.S. in bonds designed due. our performed of is when For portfolio portfolio payments bonds. the a selected benefit of in whereby The expected portfolio market approach bonds. plan’s selected bond settlement corporate the corporate a U.S. pay the use high-quality to of we traded sufficient depth States, actively flows the United of on the universe depending In the rate operates. from discount plan selected appropriate benefit an the select which to in methods country of variety a utilize We icutrate Discount securities equivalents Equity cash and securities income Fixed securities equivalents Equity cash and securities income Fixed securities equivalents Equity cash and securities income Fixed ogtr a progression pay Long-term icutrate Discount ogtr aeo euno lnassets plan on return of rate Long-term ogtr a progression pay Long-term ...... $0$4 $ $140 330 $ 271 $80 $ ...... — $ 869 $ 869 $59 $ ...... — $ $— ...... 3 8 622 588 116 1 116 33 306 — ...... 306 — — ...... — ...... EA NTUET 09FR 0K47 10-K FORM 2019 • INSTRUMENTS TEXAS ...... $7$3 $ $139 214 $ 155 $47 $ ...... — $ 563 $ 563 $59 $ ...... — $ $— ...... 3.62% 3.30% 4.35% 4.90% 3.30% 0921 0921 092018 2019 2018 2019 2018 2019 ..Defined U.S. ee ee te a Total (a) Other 2 Level 1 Level Benefit 4.37% 3.30% 3.77% 4.80% 3.30% 3.63% 4.30% 4.40% eebr3,2018 31, December n/a n/a elhCare Health ..Retiree U.S. 4.30% 3.63% 4.10% n/a n/a ,0 1,788 $ 1,602 ,9 2,410 $ 2,190 1.46% 3.06% 1.85% 3.62% 3.03% eie Benefit Defined Non-U.S. 1.85% 2.96% 1.84% 2.58% 2.96%

FORM 10-K 74% 26% 100% 7.25% 5.00% 2028 Non-U.S. Non-U.S. Defined Benefit Defined Benefit 73% 27% 65% 35% 5.00% 7.00% 2019 2018 2028 U.S. Retiree Health Care U.S. Retiree Health Care 65% 35% 65% 35% Benefit Benefit U.S. Defined U.S. Defined 65% 35% 2019 2018 2019 2018 2019 2018 2020 2021 2022 2023 2024 2025 – 2029 ...... 65% 65% 60%– ...... 95 96 99 100 104 542 ...... 32 30 29 27 26 115 ...... $99 $118 $85 $ 90 $ 87 $441 ...... 35% 35% 0%–40% 48 TEXAS INSTRUMENTS • 2019 FORM 10-K As of December 31, 2019,long-term our liability liabilities to on participants our Consolidated ofthereon the Balance as deferred Sheets. of compensation This that plans amount date. was reflectslong-term As $298 the investments of million accumulated on December and participant our 31, is deferrals Consolidated 2019, recorded andother we Balance in earnings deferred held Sheets, other compensation $272 and liabilities. million serve We in asdiscussed record an mutual in changes economic funds Note in hedge related 6. the against to fair changes these value plans in of that fair the values are liability of recorded and our in the related investment in SG&A as Ultimate trend rate Year in which ultimate trend rate is reached Deferred compensation plans We have deferred compensation planscertain that level allow to U.S. defer employees receipt whoseparticipant’s of base distribution a salary election portion and and of management their plan responsibilitynotional cash balance. exceed investments compensation. Participants a in Payments can the under earn same these a investment plans return funds are on that made their are based deferred offered on compensation in the based our on defined contribution plans. Short-term borrowings We maintain a line ofAs credit of to December support 31, commercial 2019, paperus we borrowings, to had if borrow a any, up variable-rate and to revolving toapplicable $2 credit provide London billion facility additional Interbank until from liquidity a March Offered through consortium 2024. Rate bankcommercial of The (LIBOR). loans. paper investment-grade interest As outstanding. of banks rate December on that 31, borrowings allows 2019, under our this credit credit facility facility, was if undrawn, drawn, and is we indexed had to no the 9. Debt and lines of credit Assumed health care cost trend rate for next year Assumed health care cost trend rates for the U.S. retiree health care benefit plan as of December 31 are as follows: U.S. Defined Benefit U.S. Retiree Health Care Non-U.S. Defined Benefit Fixed income securities and cash equivalents Fixed income securities and cash equivalents The target allocation ranges for the plans that hold a substantial majority of the defined benefit assets are as follows: The following assumed future benefitobligations. payments Almost to all plan of participants the innot payments, the from which next company may 10 assets. vary years significantly are from used these to assumptions, measure will our be benefit made from plan assets and Equity securities None of the plan assetscommon related stock. to the defined benefit pension plans and retiree health care benefit plan are directly invested in TI Weighted average asset allocations as of December 31 are as follows: Equity securities We rebalance the plans’ investments when they are outside the target allocation ranges.

FORM 10-K 14mlinad$5mlini 09 08ad21,rsetvl.Cptlzditrs a o material. not was interest of million, Capitalized net $156 respectively. was were 2017, This debt and respectively. long-term 2018 2017, on 2019, and interest in 2018 for million 2019, payments $75 in Cash and million costs. million $78 issuance $114 and and million premiums $125 discounts, million, amortized $170 the was expense debt and Interest debt Long-term costs debt issuance long-term and of premiums portion discounts, Current unamortized net including debt, Total costs issuance and premiums discounts, unamortized Net debt Total 4.15% at 2048 due Notes 3.875% at 2039 due Notes 2.25% at 2029 due Notes 2.90% at 2027 due Notes 2.625% at 2024 due Notes 2.25% at 2023 due Notes 1.85% at 2022 due Notes 2.75% at 2021 due Notes 1.75% at 2020 due Notes 1.65% at 2019 due Notes were and follows: discount, as issuance is original outstanding million the debt $3 of Long-term incurred net We million, 2027. $494 in were due offering debt the purposes. long-term of corporate fixed-rate, proceeds general of The for million costs. used $500 related of other amount and principal issuance a of corporate issued general we and 2017, debt million, November $605 maturing In were of in repayment offerings due the the notes for of 2.625% used proceeds of were The million costs. and $300 premium, related of other and the issuance and discount purposes. of the issuance issuance consisted and of original offering premium million the The a $3 of debt. at incurred net long-term 2021 We fixed-rate, in discount. of due a million notes at $600 2.75% 2024 of of amount million principal $300 2017. aggregate of June an reissuance in issued million we $375 2017, another May and In 2017 March in debt maturing and of discount million of issuance $250 million original retired $16 the We incurred of We net 2018. billion, purposes. 2048, June $1.5 corporate in in were general due million offering for debt $200 the used long-term additional of were fixed-rate, an proceeds and of and The premium, billion 2018 costs. $1.5 May related of in other amount billion and principal $1.3 issuance aggregate of an issuance issued the we of 2018, comprised of quarter second the In 2018. May in were debt and maturing discount, of issuance million original $500 million the retired $5 of We incurred net We million, 2029. $748 in were due offering debt the purposes. long-term of corporate fixed-rate, proceeds general of The for million costs. used $750 related of other amount and principal issuance were a of and issued discount, we of issuance 2019, million original September $7 the In incurred of We net 2039. million, in $743 due were debt offering purposes. long-term the corporate fixed-rate, of general of proceeds for million The used $750 costs. of related amount other principal and a issuance issued we 2019, March In 2019. August in debt maturing of million $750 retired We debt Long-term ...... EA NTUET 09FR 0K49 10-K FORM 2019 • INSTRUMENTS TEXAS ...... 5,303 $ $— 092018 2019 1,500 5,803 5,850 (500) 750 300 750 500 500 500 550 500 eebr31, December (47) 4,319 $ 750 $ 1,500 5,068 5,100 (749) 300 500 500 500 550 500 (32) — —

FORM 10-K (54) 1,065 3.37% years For Year Ended December 31, 2019 December 31, 2019 ...... $ 167 2020 2021 2022 20232019 2024 Thereafter 2020 Total 2021 2022 2023 Thereafter Total 2020 2021 2022 2023 2024 Thereafter Total ...... 8.2 ...... $ 60 ...... $ 73 ...... $ 66 ...... 259 ...... $ 452 $ 286 $ 121 $ 70 $ 27 $ 109 $ ...... $ 337 ...... $ 332 ...... 41 ...... $ 56 $ 46 $ 36 $ 29 $ 18 $ 39 $ 224 ...... $ 75 $ 63 $ 51 $ 38 $ 28 $ 131 $ 386 Operating cash flows for lease cost 50 TEXAS INSTRUMENTS • 2019 FORM 10-K Purchase commitments As of December 31, 2019, we had committed to make the following minimum payments under our purchase commitments: Purchase commitments Our purchase commitments include paymentsfixed, for non-cancellable software payment licenses and schedule contractual or when arrangements minimum with payments suppliers are when due there with is a a reduced delivery schedule. 11. Commitments and contingencies Operating leases As of December 31, 2018,leases, we as had reported committed under to ASC make 840: the following minimum payments under our non-cancellable operating Total lease liabilities Lease payments Imputed lease interest Lease cost related to lease liabilities Other long-term assets Variable lease cost Cash paid for amounts included in the measurement of lease liabilities: Lease assets obtained in exchange for newWeighted lease average liabilities remaining lease term As of December 31, 2019,leases: we had committed to make the following minimum payments under our non-cancellable operating Our leases are included as a component of the following balance sheet lines: We conduct certain operations incertain leased long-term facilities supply and agreements also to leasefrequently purchase a include industrial portion renewal gases of provisions are our and accounted data require for processing us as and to operating other pay leases. equipment. real Lease In estate agreements addition, taxes, insurance and maintenance costs. Accrued expenses and other liabilities 10. Leases Other long-term liabilities Details of our operating leases are as follows: Weighted average discount rate

FORM 10-K h ettret ieyas hre o hs lsrscno eraoal siae ni ae hs ftetransition. the of phase later a until estimated in reasonably more completed be our be cannot to to closures sites transition these these this for from expect Charges transitioned We years. be Texas. five are will North to which in Production three production, Texas. facilities next 150-millimeter Dallas, fabrication the with and wafer factories Sherman 300-millimeter remaining in cost-effective two located and our and advanced close old to years plan 50 multiyear than a more announced we 2020, January Scotland. In Greenock, in facility manufacturing our sold long-term we payment. other 2019, of or April timing liabilities In expected other the and on expenses accrued depending either Sheets, of Balance component Consolidated a our as on rates. reported liabilities exchange are in balances changes accrual and restructuring depreciation The accelerated of impacts for charges Reflects (a) 31 December Balance, Payments (a) items Non-cash charges Restructuring 1 January Balance, costs. exit other balances or restructuring estimates accrued in in changes Changes depreciation, accelerated benefits, and severance Includes (a) charges/other Restructuring (a) charges Restructuring components: following the of comprised are and purposes reporting segment for Other in included are charges/other Restructuring charges/other Restructuring of results information condition, financial financial our Supplemental matters, on 12. these effect of adverse outcome material the a predict have to not possible will not proceedings liquidity. is these or it of operations Although results proceedings. the administrative that and believe legal we various to subject are We the to back product stated covered Our a products. General liquidity. of our or price of operations purchase price of the the claims, results credit exceed future condition, or may any financial replace consideration of our repair, claim amount on to Product or effect us buyer. likelihood adverse obligate the material products predict a semiconductor have cannot have for we we will warranties presented, Historically, Although they periods liability. claims. believe the product product not During or on do estimated. warranty payments we reasonably product of be regarding rate can payments low and or a accruals probable experienced is material loss no a been if have claims there product-related known for accrue We liabilities costs/product Warranty only liabilities had future have any we estimate Historically, reasonably sale. cannot of we terms Consequently, result. the indemnities. may in these that included with indemnification associated property losses intellectual infrequent an minimal, with products sell routinely We guarantees Indemnification an nslso assets of sales on Gains ...... EA NTUET 09FR 0K51 10-K FORM 2019 • INSTRUMENTS TEXAS (36) $ (15) $ o er ne eebr31, December Ended Years For $28 $— 0921 2017 2018 2019 0921 2017 2018 2019 (21) (13) (15) — 2 $40$29 3$11$3 2 $29$28 6$11$6 4 (21) (4) 3 (1) (3) 3 — (3) 611

FORM 10-K 2 (2) — 152 286 246 2,497 2,800 $ 1,190 $ 506 $ 128 $ 5,425 $ (473) $ (473) 2 (2) (52) (88) 259 148 298 303 December 31, December 31, December 31, 2,504 3,110 2019 2018 2019 2018 2019 2018 $ 1,514 $ 506 $ 126 $ 5,740 $ (347) $ (347) $98$75 $ 150 $ 163 (22) For Years Ended December 31, 2019 2018 2017 $ 175 $ 197 Depreciable Lives (Years) ...... 5–40 ...... 2–10 ...... n/a ...... interest and miscellaneous items. Net actuarial loss Prior service credit 52 TEXAS INSTRUMENTS • 2019 FORM 10-K Other Total Postretirement benefit plans: Deferred compensation plans Operating lease liabilities Accumulated other comprehensive income (loss), net of taxes (AOCI) Cash flow hedge derivative instruments Total Long-term portion of transition tax on indefinitely reinvested earnings Other long-term liabilities Total Land (a) Other income includes(b) interest, royalty and lease income, Other as expense well includes as a investment portion gains of and pension losses. and other retiree benefitProperty, costs. plant It and also equipment includes at currency cost gains and losses, tax Machinery and equipment Uncertain tax positions Total Other income (a) Other income (expense), net (OI&E) Other expense (b) Buildings and improvements

FORM 10-K iue EPS Diluted EPS Basic income Net profit Operating profit: operating in Included profit Gross Revenue (unaudited) data financial Quarterly 13. 8. Note in Detailed (a) instruments: Derivative plans: benefit defined of credit service Prior plans: benefit defined of losses actuarial Net Income. of Statements Consolidated 2018 our 2019, in in recorded income are net transactions within these recognized where been details have below income that table net items The to include 2017. taxes, Income and of Comprehensive net of (loss), Statements income Consolidated comprehensive Our other accumulated of out reclassified amounts on Details etutrn charges/other Restructuring charges Acquisition taxes of net income, net within Recognized effect Tax locks treasury-rate of Amortization taxes of net income, net within Recognized effect (a) Tax credit service prior of Amortization taxes of net income, net within Recognized . . (a) losses effect settlement Tax and loss actuarial net Recognized ...... ,5 ,7 ,6 3,594 $ 3,668 $ 3,771 $ 3,350 $ .2$14 .6$1.26 $ 1.29 $ 1.36 $ 1.38 $ 1.49 $ 1.51 $ 1.12 $ 1.14 $ ...... ,7 ,2 ,0 1,217 1,379 1,305 1,506 1,425 1,589 2,261 1,070 1,249 2,360 2,446 2,097 t r n s t r n 1st 2nd 3rd 4th 1st 2nd 3rd 4th EA NTUET 09FR 0K53 10-K FORM 2019 • INSTRUMENTS TEXAS 3)— (36) — — 07 079 80 79 50 ...... 09Quarters 2019 $— $— $— $38 $51 $— 0921 2017 2018 2019 (13) — — o er Ended Years For eebr31, December eraet e income net to Decrease 1 $ — $ income net to Increase (5) $ OI&E to Increase (3) $ (6) $ income net to Decrease (4) $ 56 $ OI&E to Decrease 50 $ 83 $ 65 $ nraet neetaddb expense debt and interest to Increase 1 $ — $ 1)(7 eraet rvso o noetaxes income for provision to Decrease (27) (15) eraet rvso o noetaxes income for provision to Decrease — — nraet rvso o noetaxes income for provision to Increase 1 1 ,1 ,6 ,1 3,789 $ 4,017 $ 4,261 $ 3,717 $ .7$15 .0$1.35 $ 1.38 $ 1.40 $ 1.43 $ 1.58 $ 1.61 $ 1.27 $ 1.29 $ ,3 ,7 ,0 1,366 1,548 1,405 1,712 1,570 1,937 2,447 1,239 1,516 2,619 2,804 2,407 98 980 79 80 79 2 1 3 1 (2) matt eae Statement Related to Impact 08Quarters 2018 fIcm Lines Income of

FORM 10-K 54 TEXAS INSTRUMENTS • 2019 FORM 10-K The critical audit matter communicatedcommunicated below or is required a to matter be arisingmaterial communicated from to to the the the current financial audit period statements committee auditcommunication and and of of (2) that: the the involved (1) financial critical our relates statements audit especially to thata matter challenging, accounts was whole, does subjective or and not disclosures or we alter that complex are in judgments. are or not, any The on by way the communicating our account the opinion or critical on disclosure audit the to matter consolidated which below, financial it providing statements, relates. a taken separate as opinion on the critical audit matter Critical audit matter We conducted our audits inaudit accordance to with obtain the reasonable standards assurance oferror about the or whether PCAOB. fraud. the Those Our financial standards audits require statementswhether included that are due performing free we to procedures of plan error to material and or assess misstatement, performtest fraud, the whether the basis, and risks due evidence performing of to regarding material procedures the misstatement thataccounting amounts of respond principles and the to used disclosures financial those and in statements, risks. significant the Suchfinancial estimates financial procedures statements. made statements. included We by Our examining, believe management, audits on that as also a our well included audits as evaluating provide evaluating the a the reasonable overall basis presentation for of our the opinion. These financial statements are theCompany’s responsibility financial of statements the based Company’s on management.to our Our be audits. responsibility independent We is with are to a respect expressregulations public to an of the accounting opinion the Company firm on Securities in registered the and accordance with Exchange with the Commission the PCAOB and U.S. and the federal are PCAOB. securities required laws and the applicable rules and Basis for opinion We also have audited, in(PCAOB), accordance the with Company’s the internal standards control ofControl-Integrated over the Framework financial Public issued reporting Company by as Accounting the of Oversightframework) Committee December Board and of 31, (United our Sponsoring 2019, States) report based Organizations dated on of February criteria the 20, established Treadway 2020 in Commission expressed Internal (2013 an unqualified opinion thereon. We have audited the accompanyingDecember consolidated 31, balance 2019 sheets and of 2018, Texascash the Instruments flows related Incorporated for consolidated (the each statements Company) of of as“consolidated the income, of financial three comprehensive years statements”). income, in In shareholders’ the our equitythe opinion, period and financial ended the position consolidated December of 31, financial the 2019, statementsof Company and present the at the fairly, three December related in years 31, notes all in 2019 (collectively material the and referred respects, period 2018, to ended and as December the the 31, results 2019, of in its conformity operations with and U.S. its generally cash accepted flows accounting for each principles. Opinion on the financial statements To the Shareholders and the Board of Directors of Texas Instruments Incorporated Report of independent registered public accounting firm

FORM 10-K eray2,2020 20, February 1952. since auditor Texas Company’s Dallas, the as served have We audit our in matter the addressed we How matter the of Description positions tax Uncertain oe4t h osldtdfnnilsaeet eae oteetxmatters. tax these to the in related of disclosures statements accuracy statement financial the financial consolidated tested Company’s the and the to recognize of 4 to adequacy Note benefit the assumptions tax evaluated Company’s of also the amount We analyzed the calculations. We determine rulings. to relevant legal used consideration and data into laws and the taking tax evaluated positions income also tax local We its and Company. for international the accounting by Company’s obtained the evaluating advice of and third-party appropriateness authorities This other tax positions. or relevant tax opinions the Company’s tax with the income of correspondence we merits Company’s performed, technical the procedures assessing the other assess included Among to management’s positions. professionals and tax tax positions those our tax of involved of benefit included merits the this technical measure example, the to For of process positions. assessment tax Company’s of uncertain the effectiveness for over operating process controls the accounting tested Company’s and the design, over the controls evaluated rulings. understanding, legal an and obtained laws We tax of interpretations high on a based requires is for qualifies complex, and qualifies that is judgment that benefit estimate of tax benefit management’s degree tax of because of amount judgment amount the auditor measure the involved (2) of recognition tax and estimate a sustained management’s merits, be Auditing technical to recognition. The the not for on interpretation. than based to likely whether, subject more are determine is laws (1) position these tax to on because judgment position arise significant tax may uses any position Company to challenge tax subject may a are who in returns jurisdictions Uncertainty tax those returns. income the in its in authorities and operates tax jurisdictions, Company by tax the examination statements, international financial multiple and consolidated States the to United 4 Note in discussed As EA NTUET 09FR 0K55 10-K FORM 2019 • INSTRUMENTS TEXAS

FORM 10-K financial disclosure 56 TEXAS INSTRUMENTS • 2019 FORM 10-K TI’s independent registered public accountinginternal firm, control Ernst over & financial Young reporting, LLP, which has immediately issued follows an this audit report. report on the effectiveness of our TI management assessed the effectivenessassessment, of we internal used control the over criteria financialframework) set reporting (the forth as COSO by of criteria) the December in Committee 31,December Internal of 2019. 31, Control Sponsoring In 2019, – Organizations making our Integrated of this internal Framework. the control Based Treadway over on Commission financial our (2013 reporting assessment, is we effective believe based that, on as the of COSO criteria. All internal control systems, noAlso, matter projections how of well any designed, evaluation havebecause of inherent of effectiveness limitations changes to and in future may conditions, periods not or are prevent that subject or the to detect degree the misstatements. of risk compliance that with controls the may become policies inadequate or procedures may deteriorate. The management of TI iscontrol responsible system for was establishing designed and to maintainingand provide effective fair reasonable internal presentation assurance control of regarding over financial the financialprinciples. statements reliability reporting. There issued of TI’s has for financial internal been external reporting no purposes andunder change in the the in accordance preparation Securities our with Exchange internal generally Act control acceptedreasonably of over accounting likely 1934) financial to that reporting materially occurred (as affect, during defined our the in internal fourth Rule control quarter 13a-15(f) over of and financial 2019 15d-15(f) reporting. that has materially affected, or is Report by management on internal control over financial reporting Internal control over financial reporting An evaluation as of themanagement, end including of our the Chief period Executive coveredour Officer by disclosure and this controls Chief report and was Financial procedures carried Officer,Based (as out of upon defined under the that in the effectiveness evaluation, Rules supervision of the 13a-15(e) and theprocedures and Chief with design were 15d-15(e) Executive the and effective. under Officer participation operation the and of of Securities Chief Exchange Financial Act Officer of concluded 1934). that those disclosure controls and Disclosure controls and procedures ITEM 9A. Controls and procedures Not applicable. ITEM 9. Changes in and disagreements with accountants on accounting and

FORM 10-K eray2,2020 20, February Texas Dallas, deteriorate. may procedures or inadequate policies become the may with controls compliance that of risk degree the the Also, to that misstatements. subject or detect are conditions, or periods in prevent future changes not to of may effectiveness because reporting of financial evaluation over any control of internal projections limitations, inherent its of company’s Because statements. the financial of provide the (3) disposition on and or effect use, company; material the acquisition, a of unauthorized have directors of could and detection that the management timely assets of of or expenditures of authorizations prevention and preparation with regarding receipts permit accordance assurance that to in reasonable of and necessary only dispositions principles, as made and accounting recorded being transactions accepted are are the transactions generally company reflect that with fairly assurance accordance and reasonable in accurately statements provide that detail, (2) financial procedures reasonable company; and in the policies that, of generally those records assets with includes of the accordance reporting maintenance in financial the purposes over to the external control pertain for regarding internal (1) statements assurance company’s financial reasonable A of provide principles. to preparation accounting the designed accepted process and a reporting is financial reporting of financial reliability over control internal company’s A reporting financial over control internal of limitations a and provides Definition audit our and that risk, believe assessed We the circumstances. on the opinion. based in our material control necessary for a internal considered basis that of we reasonable risk effectiveness as the operating procedures assessing and other reporting, design such financial the performing over evaluating control and internal testing of exists, understanding weakness to respects. an audit material the obtaining all perform included in and audit maintained plan Our was we reporting that financial require over standards control Those internal PCAOB. effective the whether of about standards assurance the reasonable with obtain accordance the in of audit regulations our with and conducted independent rules We be applicable to the required and are laws PCAOB. and securities the PCAOB federal and the U.S. Commission financial with the Exchange over registered with and control firm accordance Securities internal accounting in Company’s public Company internal the a the on on are to management opinion We respect by an audit. report express our accompanying to on assessment the is based its in responsibility reporting for included Our and reporting reporting. reporting financial financial financial over over over control control control internal internal of effective effectiveness maintaining the for of responsible is management Company’s The thereon. opinion unqualified an ended expressed period 2020 opinion the 20, for in February Basis years dated three report the our consolidated of and related each notes, the for related 2018, flows the and cash and States) 2019 and 2019, (United 31, equity 31, Board December shareholders’ December Oversight of income, Accounting as comprehensive Company Company income, Public the of the of statements of sheets standards balance the consolidated with the accordance (PCAOB), in the audited, on have also based We 2019, 31, December of as reporting Company) financial (the over control Incorporated the Instruments internal criteria. of Texas effective COSO Organizations respects, opinion, Sponsoring material our on of all In based Committee in criteria). 2019, the COSO maintained, 31, by (the December issued framework) of Framework (2013 as Integrated Commission reporting – Treadway financial Control over Internal control in internal established Incorporated’s criteria Instruments Texas audited have We reporting financial over control internal on Incorporated Opinion Instruments Texas of Directors of Board reporting the financial and Shareholders over the control To internal on firm accounting public registered independent of Report EA NTUET 09FR 0K57 10-K FORM 2019 • INSTRUMENTS TEXAS

FORM 10-K PART III 58 TEXAS INSTRUMENTS • 2019 FORM 10-K ITEM 10. Directors, executive officers and corporate governance The information contained under thefor caption the “Compensation 2020 committee annual interlocks meeting and of insider stockholders participation” is in incorporated our herein proxy by statement reference to such proxy statement. ITEM 11. Executive compensation The information contained under thefor captions the “Director 2020 compensation” annual and meeting “ExecutiveCompensation of compensation” Committee stockholders in report is our shall incorporated proxy not herein statement be by deemed reference filed to with such this proxy Form statement, 10-K. provided that the The information contained under thecommittee caption financial “Committees expert of in the our board”to proxy with such statement respect proxy for to statement. the the 2020 audit annual committee meeting and of the stockholders audit is incorporated herein by reference Audit committee We have adopted the Codeon of our Ethics website for at TI www.ti.com/corporategovernance. Chiefamendments We Executive to, intend Officer or to and waivers satisfy Senior from, the Finance the disclosure Officers. Code requirements A by of copy posting the of such SEC the information regarding Code on can the be same found website. A list of our executive officers and their biographical information appearsCode in of Part ethics I, Item 1 of this report. The information with respect towhich directors’ is names, contained ages, under positions, the termis caption of incorporated office, “Election herein periods of by of directors” reference in service to and our such proxy business proxy statement experience, statement. for the 2020 annual meeting of stockholders, Not applicable. ITEM 9B. Other information

FORM 10-K fidpnetrgsee ulcacutn im norpoysaeetfrte22 nulmeigo tchlesis stockholders of meeting annual appointment 2020 statement. ratify the proxy to for such “Proposal statement to caption proxy reference the our by under in herein contained firm” incorporated services accounting and public fees registered accountant independent principal of to respect with information The services and fees accountant Principal 14. ITEM statement. proxy such to reference statement by proxy herein our incorporated in is independence” stockholders “Director of and meeting transactions” annual person 2020 “Related the captions for the under independence contained director information and The transactions, related and relationships Certain 13. ITEM by herein incorporated is stockholders of meeting ownership annual “Security 2020 and the statement. owners” for proxy beneficial statement such certain proxy to of our reference ownership in “Security management” captions and the directors under of contained is that information The management and owners beneficial certain of ownership upon Security issuance for shares 5,897,800 options, of grants outstanding of exercise upon issuance for shares 32,493,944 Includes Plan. Director 2018 (d) the and ESPP 2014 the LTIP, 2009 the under issuance future for available stock common TI of Shares TI of shares in settled (c) are accounts compensation deferred directors’ to credited units stock and units stock Restricted (b) the Plan, Compensation Director 2003 Instruments Texas the under issued be to stock common TI of shares Includes (a) holders security by Total approved not plans holders compensation security Equity by approved plans compensation Equity Category Plan 2019. 31, December of as plans compensation equity company’s the about information forth sets table following The information plan compensation Equity and management and owners beneficial certain of ownership Security 12. ITEM etn fottniggat frsrce tc nt,1389sae o suneudrte21 SPad9,8 shares 90,482 and ESPP 2014 the accounts. under compensation issuance deferred for directors’ shares of 173,849 settlement units, in stock issuance restricted for of grants in outstanding granted stock. of be restricted vesting may as awards such Plan, awards Director stock-based 2018 other the or for and options available LTIP units, remain 2009 stock shares the restricted 1,926,980 Under of and Plan. form LTIP Director the 2009 2018 the the under under issuance issuance future future for available remain shares 43,155,445 weighted- the computing of purposes for excluded been have units such price. Accordingly, exercise basis. average one-for-one a on stock common the and ESPP”) “2014 Plan”). (the Director Plan “2018 Purchase (the Stock Plan 2014 Compensation the Employees Director plans, TI 2018 stockholder-approved the Instruments predecessor Plan, Texas and Compensation LTIP”) Director “2009 2009 (the Instruments Plan Texas Incentive Long-Term 2009 Instruments Texas ...... eae tchle matters stockholder related EA NTUET 09FR 0K59 10-K FORM 2019 • INSTRUMENTS TEXAS ...... — — $ — ..... pin,Warrants Options, euiist be to Securities 86605()$6.0()7,9,0 (c) 78,894,707 (b) 66.80 $ (a) 38,656,075 86605()$6.078,894,707 66.80 $ (d) 38,656,075 n ihs(1) Rights and sudUpon Issued Outstanding xrieof Exercise ubrof Number Weighted-Average pin,Warrants Options, xriePieof Price Exercise n ihs(2) Rights and Outstanding eann vial for Available Remaining uueIsac under Issuance Future euiisrfetdin reflected securities qiyCompensation Equity ubro Securities of Number ln (excluding Plans oun() (3) (1)) column

FORM 10-K X Filed or Herewith Furnished Exhibit Number Incorporated by Reference File Number Date of Filing Form 10-K 001-3761 February 24, 2016 10(b) 10-K 001-3761 February 24, 201210-K 001-3761 10(c) February 24, 201510-K 001-3761 10(e) February 24, 201510-K 10(j) 001-3761 February 23, 201710-K 10(k) 001-3761 February 23, 2017 10(l) 10-K 001-3761 February 24, 2015 3(a) PART IV TI Deferred Compensation Plan, as amended *TI Employees Non-Qualified Pension Plan, effective 10-K January 1, 2009, as 001-3761 amended * FebruaryTI 24, Employees 2016 Non-Qualified Pension Plan II *Texas Instruments Long-Term 10(a) Incentive Plan, adopted April 15, 10-K 1993 * 001-3761Texas Instruments 2000 February Long-Term 24, Incentive 2016Plan as amended October 16, 2008 * Texas 10(c) Instruments 2003 Director Compensation Plan as amended January 19, 2012 Form of Non-Qualified Stock Optionfor Agreement Executive Officers under theInstruments Texas 2009 Long-Term Incentive Plan * Form of Restricted Stock Unitfor Award Executive Agreement Officers under theInstruments Texas 2009 Long-Term Incentive Plan * Restated Certificate of Incorporation ofRegistrant, the dated April 18, 1985, as amended By-Laws of the RegistrantIndentureOfficer’s CertificateOfficer’s CertificateOfficer’s CertificateOfficer’s 8-K Certificate 001-3761Officer’s Certificate December 12, 2016Officer’s Certificate 3 Officer’s 8-K Certificate 8-K 001-3761Officer’s 8-K Certificate May 8, 2013 001-3761 001-3761 May 23,Officer’s 8-K 2011 Certificate March 12, 2014 001-3761Officer’s 8-K Certificate May 6, 2015 4.2 001-3761Description 8-K 4.2 4.2 of May Securities 6, 2016 001-3761 8-K May 4, 2017 4.1 001-3761 8-K November 3, 2017 4.1 001-3761 8-K May 7, 2018 4.1 4.1 001-3761 8-K June 8, 2018 001-3761 8-K March 11, 2019 4.1 001-3761 September 4, 2019 4.1 4.1 4.1 of Exhibit Description of Exhibit 10(b) 10(d) 10(a) 10(c) 10(e) 10(f) 10(g) 10(h) 3(a) 4(a) 4(b) 4(c) 4(d) 4(e) 4(f) 4(g) 4(h) 4(i) 4(j) 4(k) 4(l) 3(b) Designation 60 TEXAS INSTRUMENTS • 2019 FORM 10-K ITEM 15. Exhibits, financial statement schedules The financial statements are listed in the index included in Item 8, “Financial statements and supplementary data.”

FORM 10-K aaeetcmesto ln n arrangements and plans compensation Management * Designation 10(k) 10(j) 10(i) 104 101.pre 101.lab 101.def 101.cal 101.sch 101.ins 32(b) 32(a) 31(b) 31(a) 23 21 fEhbtDsrpino Exhibit of Description Exhibit of lna mne eebr5 2019 5, December amended as Plan Compensation Director 2018 Instruments Texas 2012 19, January amended as Plan Compensation Director 2009 Instruments Texas * 2016 21, April amended as Plan Incentive Long-Term 2009 Instruments Texas BLTxnm aesLnbs X X X X X document) XBRL Inline the (embedded within File Data Interactive Page Cover X Linkbase Presentation Taxonomy XBRL Linkbase Labels Taxonomy XBRL Document Definitions Taxonomy XBRL Linkbase Calculation Taxonomy XBRL Schema Taxonomy XBRL Document Instance Financial Officer Chief of Certification 1350 Section Executive Officer Chief of Certification 1350 Section Officer Financial Chief of Certification 13a-14(a)/15(d)-14(a) Rule Officer Executive Chief of Certification 13a-14(a)/15(d)-14(a) Rule Firm Accounting Public Registered Independent of Consent Registrant the of Subsidiaries of List EA NTUET 09FR 0K61 10-K FORM 2019 • INSTRUMENTS TEXAS 0K0136 eray2,21 10(n) 2017 23, February 001-3761 10-K 14A DEF Form 0-71Mrh9 06Apni B Appendix 2016 9, March 001-3761 ubrDt fFiling of Date Number File noprtdb Reference by Incorporated Number Exhibit Furnished Herewith ie or Filed X X X X X X X X

FORM 10-K operate, including global trade policies; differs from forecasts; suppliers; ability to realize our expectations regarding the amount and timingour of timely restructuring implementation charges of and new associated manufacturing cost technologies savings; and installation ofmanufacturing manufacturing technology; equipment; communications, or recalls by our customers for a product containingof one enforcement of authorities, our that parts; restrictliability; our ability to operate our business, or subject us todetermined fines, to penalties be or earned other and legal deferred taxed, tax adverse assets; resolution of tax audits, increases in tariff rates, and the ability to realize significant distributors; inventory adjustments; levels to cover our fixedenvironment; operating costs, in an intensely competitive and cyclical industry andjurisdictions changing where regulatory we conduct business; or our exposure to infringement claims; • Economic, social and political conditions, and natural• events in the Market countries demand in for which semiconductors, we, particularly our in customers the• or industrial our and suppliers automotive Our markets, ability and• to customer compete demand in that Evolving products cybersecurity and and prices other in threats an relating intensely to competitive• our industry; Our systems ability or to those successfully of implement our and customers realize or • opportunities from strategic, Our business ability and to organizational develop, changes, manufacture or and our market• innovative products in Availability a and rapidly cost changing of technological raw environment, materials, and utilities,• manufacturing equipment, third-party Product manufacturing liability, services warranty and or other claims relating• to our products, Compliance manufacturing, with delivery, or services, changes design in or the complex laws, rules and regulations to• which we are Changes or in may tax become law subject, and or accounting actions standards that impact the tax rate• applicable to us, A the loss• jurisdictions suffered in by which one profits Financial of are difficulties our customers of or our distributors distributors with or respect their• to promotion TI-consigned of inventory; competing Losses product or lines curtailments to of our purchases detriment; from or key• disputes customers with or the Our timing ability and to amount maintain of or distributor improve and profit other margins, customer including our ability to• utilize our manufacturing Our facilities ability at to sufficient maintain and enforce a• strong intellectual property Instability portfolio in and• the maintain global freedom credit of Increases and operation in financial• in health markets; all care and Our pension ability benefit• to costs; recruit and Impairments retain of skilled our personnel, non-financial and assets. effectively manage key employee succession; and 62 TEXAS INSTRUMENTS • 2019 FORM 10-K For a more detailed discussionstatements of included these in factors, this see report theforward-looking are Risk statements made factors to discussion only reflect in as subsequent of Itemshould the events 1A not of or date infer circumstances. this of that If report. this we we The report, will do forward-looking and make update we additional any undertake updates forward-looking no with statement, obligation respect you to to update that the statement or any other forward-looking statement. We urge you to carefullyexpectations consider of the TI following or important our factors management: that could cause actual results to differ materially from the This report includes forward-looking statementsSecurities intended Litigation to Reform qualify Act for of themanagement 1995. safe “believes,” These harbor “expects,” forward-looking from “anticipates,” statements liability “foresees,” generally establishedimport. “forecasts,” can by “estimates” Similarly, be the or statements identified Private other herein by words that phrasesforward-looking or describe such phrases statements. TI’s as of All business TI similar such strategy, or forward-looking outlook, its actual statements objectives, results are plans, to subject intentions differ to or materially certain goals from risks also those and are in uncertainties forward-looking that statements. could cause Notice regarding forward-looking statements

FORM 10-K nbhl fteRgsrn n ntecpcte niae so h 0hdyo eray2020. February persons of following day the 20th by the below of as signed been indicated has capacities Report the this in 1934, and of Registrant Act the hereof. Exchange of attorneys-in-fact virtue Securities behalf said by the on to that done of fully all be requirements as confirming to the premises, and cause to the ratifying or Pursuant about hereby do and person, lawfully in in may done do substitute, be could or to or substitutes necessary might their and she or and requisite or agents, with power thing he and full therewith, and as alone, connection act purposes all acting in every and and each documents and intents any agents, other each all sign and and perform to attorneys-in-fact thereto, and connection 2019, said exhibits do in 31, unto all to capacities December with granting authority all ended same, Commission, and year the Exchange any the file and power in for to Securities full stead, Incorporated and the with and Instruments 10-K, agents, place Texas Form and name, of the attorneys-in-fact her 10-K to lawful or Form amendments his and on in true report and her and annual Lizardi, or person the R. his such with Rafael alone, for Templeton, acting resubstitution, K. each and Richard them, substitution of of of each any appoints or and Trochu, constitutes Hoff below Cynthia appears signature whose person Each 2020 20, February Date: this caused duly has authorized. Registrant duly the thereunto 1934, of undersigned, Act the Exchange by Securities behalf the its of on 15(d) signed or be 13 to Section Report of requirements the to Pursuant s atnS Craighead S. Martin /s/ atnS Craighead S. Martin s aeaH Patsley H. Pamela /s/ s odM Bluedorn M. Todd /s/ aeaH Patsley H. Pamela odM Bluedorn M. Todd s enM Hobby M. Jean /s/ s ae .Clark F. Janet /s/ s akA Blinn A. Mark /s/ s areS Cox S. Carrie /s/ enM Hobby M. Jean ae .Clark F. Janet s oadKirk Ronald /s/ akA Blinn A. Mark areS Cox S. Carrie oadKirk Ronald Signature EA NTUET 09FR 0K63 10-K FORM 2019 • INSTRUMENTS TEXAS SIGNATURES y s aalR Lizardi R. Rafael /s/ By: INCORPORATED INSTRUMENTS TEXAS n he conigOfficer Accounting Chief and he iaca Officer Financial Chief eirVc President, Vice Senior aalR Lizardi R. Rafael Director Director Director Director Director Director Director Director Title

FORM 10-K Title Director Chief Executive Officer Chief Accounting Officer Director, Chairman of the Board, President and Senior Vice President, Chief Financial Officer and Signature Rafael R. Lizardi Robert E. Sanchez /s/ Rafael R. Lizardi /s/ Robert E. Sanchez Richard K. Templeton /s/ Richard K. Templeton 64 TEXAS INSTRUMENTS • 2019 FORM 10-K

FORM 10-K ac 0 2020 10, March Texas Dallas, toll-free the calling (2) website, voting the proxy. accessing enclosed (1) the by: mailing possible and meeting. as dating annual promptly signing, the as (3) at shares or vote your number to vote entitled to are you 2020, urge 24, We February on business of close the at record of Stockholders matters: following the upon act and our consider important on will for auditorium we requirements” the meeting “Attendance in the See 2020, At time). 23, meeting. (Central April annual a.m. Thursday, the 8:30 on at attending stockholders Texas, about of Dallas, information meeting Boulevard, annual TI 2020 12500 the at attend property to invited cordially are You Stockholder: Dear uhohrmtesa a rprycm eoetemeeting. the before firm come accounting properly public may registered as independent matters company’s other the such as LLP Young • & Ernst of appointment the compensation, of executive ratification company’s the year, of • next approval the advisory for directors of • election the • o 00 and 2020, for OIEO NULMEIGO STOCKHOLDERS OF MEETING ANNUAL OF NOTICE EA NTUET 00POYSAEET1 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS pi 3 2020 23, April eea Counsel General and Secretary President, Vice Senior Trochu Hoff Cynthia Sincerely,

PROXY STATEMENT 52 47 49 49 50 50 50 50 51 51 33 34 36 36 39 40 43 44 44 45 45 46 46 31 32 A-1 ...... participation our Form 10-K 2019 control Compensation committee interlocks and insider Cost of solicitation Stockholder proposals and nominations forBenefit 2021 plan voting Telephone and internet voting Stockholders sharing the same address Electronic delivery of proxy materials and copies of Outstanding equity awards at fiscal year-end 2019 option exercises and stock2019 vested pension benefits 2019 non-qualified deferred compensation Potential payments upon termination or change in Pay ratio registered public accounting firm Voting securities Security ownership of certain beneficialSecurity owners ownership of directors andRelated management person transactions 2019 summary compensation table Grants of plan-based awards in 2019 Compensation Committee report Appendix A (Non-GAAP reconciliations) Notice regarding forward-looking statements Directions and other annual meeting information Audit Committee report Proposal to ratify appointment of independent Additional information 3 5 5 10 11 11 11 11 12 12 13 15 15 16 16 19 19 20 20 21 21 22 23 29 29 29 29 29 31 31 31 ...... TABLE OF CONTENTS ...... executive compensation or change in control hedging compensation Compensation philosophy and elements Comparator group Analysis of compensation determinations Equity dilution Process for equity grants Recoupment policy Most recent stockholder advisory vote on Benefits Compensation following employment termination Stock ownership guidelines and policy against Consideration of tax and accounting treatment of company’s executive compensation Executive summary Detailed discussion requirements Director nominees, qualifications and experience Director nomination process Communications with the board Corporate governance Annual meeting attendance Director independence Board and committee meetings Committees of the board Board evaluation process Board leadership structure Risk oversight by the board Proposal regarding advisory approval of the Compensation Discussion and Analysis 2 TEXAS INSTRUMENTS • 2020 PROXY STATEMENT Voting procedures, quorum and attendance Election of directors Board organization Director compensation Executive compensation

PROXY STATEMENT hw eo sals ftemtest ecniee ttemeig(aho hc sdsusdesweei hsproxy this in elsewhere discussed be. is may which case of the (each as meeting approval, the or at election considered for be required to to vote permitted matters the not the and is of statement), broker list the a which is on below matter Shown any company to holds as instruction. are who instructions specific non-votes owner voting without broker beneficial with vote and a issued broker and Abstentions stock when the discretion exist. common occur provide its will TI non-votes not exercise quorum of Broker does a shares quorum. broker proxy, the a a by of establishing through or majority of stock person a purposes in least for present at present are If as vote meeting. counted to valid entitled a and hold time to outstanding any necessary and at is authorization stockholders shares your of the revoke quorum instructions, can A voting You give directors. not of meeting. instructions, do board the voting meeting, but the at internet the proxy by voted or to your recommended are come telephone return as shares not the and voted the do followed sign be before you or you will If proxy If proxy person. proxy. signed that in properly enclosed by being vote a the represented are can on returned proxy you have found related meeting, you be and and the if can you statement to only which represent proxy come voted to This you be proxy the meeting. If can the return annual 2020. shares in and of 10, your named sign notice March persons you the about the If in or 2020. authorize on mentioned 23, you purposes distributed April internet, the on the for stockholders on shares of or your meeting telephone vote annual by the vote for or proxy proxy, your enclosed requests directors of board TI’s requirements attendance and quorum procedures, Voting 75266-0199 TX DALLAS, 660199, BOX P.O. ADDRESS: 75243 MAILING TX DALLAS, BOULEVARD, TI 12500 OFFICES EXECUTIVE esbitda h meeting. the at submitted properly be may that matter other Any Non-Votes Broker or Abstentions of Impact firm. Approval or accounting Election for Vote Required public registered independent of appointment ratify to Proposal or person in present votes of Majority compensation. officer executive named approve to vote Advisory directors. of Election Matter RX TTMN AC 0 2020 10, MARCH – STATEMENT PROXY EA NTUET 00POYSAEET3 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS ypoya h etn utb cast proposal. be the must for meeting the at or proxy person by in present votes of Majority cast proposal. be the must for meeting the at or proxy person by in present votes of Majority cast proposal. be the must for meeting the at or proxy person by in present votes of Majority that for cast nominee. be must respect nominee with a election to the in cast entitled be and to meeting the at proxy by aetesm feta votes against. as effect same the have non-votes broker and Abstentions non-votes.) broker no are there Accordingly, matter. this on instruction specific vote without and discretion their exercise to permitted are (Brokers against. as votes effect same the have Abstentions votes against. as effect same the have non-votes broker and Abstentions against. or for votes as counted not are non-votes Broker against. as votes effect same the have Abstentions

PROXY STATEMENT and following the instructions provided.voting You instruction will form. need You the must 16-digit request control your number advance included registration on form yourfree) by notice, at 11:59 proxy 1-844-318-0137 p.m. card or April or (international 22, toll 2020. call) at 1-925-331-6070 forpassport, assistance. with your advance registrationpresented. form. You may be denied entrance if the required identification and form are not • Advance registration forms can be printed by clicking on the “Register for• Meeting” button found If at you www.proxyvote.com are unable to print your• advance registration form, On please the call day Stockholder of Meeting the Registration meeting, Phone you Support will (toll be required to present valid government-issued photo ID, such as a driver’s license or 4 TEXAS INSTRUMENTS • 2020 PROXY STATEMENT Additionally, if you plan torecord attend to as you. proxy If for you astockholder plan stockholder of to of record attend record, (i.e., as you the proxy mustlegal bank, for present proxy broker a a from or street valid the other name legal street holder stockholder, proxy name of you from stockholder record) must the to to present stockholder you. the a of Stockholders valid street may name legal appoint stockholder proxy only that from one the is proxy assignable holder and to a attend valid on their behalf. Guest advance registration forms areto not facilitate available. their Exceptions own may attendance be granted (for example, to due stockholders to who a require physical a disability) companion by in contacting order Investor Relations. If you plan to attendto the gain annual access. meeting in person, you must print your own advance registration form and bring it to the meeting Attendance at the meeting isphoto limited ID to and stockholders an or advance their registration legal form. proxy holders. Each attendee must present a government-issued Attendance requirements

PROXY STATEMENT eue(Years) Tenure background Demographic Auditing/accounting acumen Financial service board public Other legal or policy public Regulatory, knowledge End-market Manufacturing development and research Technology, private) or (public leadership Executive experience Multinational Independence experience and Qualifications proxy the of as nominee director each of demographics and experience qualifications, the date. of filing view statement summary a provides table This be will directors of number becomes the nominee or any substitute Summary If a meeting. for annual vote the may of proxies time as the named at persons company the accordingly. the meeting, reduced of the directors before be serve will to directorship unable for nominees the of All nominees. the of each experience FOR and voted be qualifications will nominees, shares Director your marked, otherwise not Sanchez is E. that Robert proxy Patsley, a H. return Pamela you Kirk, If Ronald Janet Hsu, Bluedorn, D. and M. Michael elected Todd Hobby, are Blinn, M. successors A. Jean Templeton. their Mark Craighead, K. until nominees: S. Richard and as Martin and meeting persons Cox, annual following S. next the Carrie the designated Clark, until has F. office directors hold of to board meeting The annual qualified. the at elected are Directors directors of Election atcpto nteisgtu n out e epcfl eieainta cusa or n omte etns n nshaping in and meetings, committee and directors’ board the by at occurs evidenced that is meetings. election decisions deliberation those for composition respectful, for stand board yet agendas cannot to robust, the To directors approach and ideas. which board’s insightful and to the the perspectives pursuant of in fresh policy, effectiveness participation bring retirement The directors mandatory 70. newer a age with while has reaching familiarity years, company after is and the the directors company over balance, the the faced this among and with has maintain women tenure experience it help seeks of valuable challenges actively balance bring operational board a directors and The Maintaining Longer-serving strategic company. chosen. consideration. the the are board’s at candidates the service board of experiences, to board which part and formula of from also or attributes standards pool ratio backgrounds, high the any whose the for follow nominees to candidates not identify contribute minority does to will board judgment whole, The its a members. uses as its it taken among Rather, experience mix. and appropriate background the of determine mix Hispanic/Latino a = prefers H board Caucasian/White; The = C American/Black; African = B 2020 Asian; 1, = April A effective ** board the to Elected * ** Race/Ethnicity Gender (Years) Age ...... EA NTUET 00POYSAEET5 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS ...... 85 56 05 56 35 61 54 63 65 55 59 60 62 65 56 58 MMF FMFMMFMM ŠŠ Š ŠŠ Š ŠŠŠŠŠŠŠŠŠŠŠŠŠŠŠ Š ŠŠŠŠŠŠŠŠŠŠ ŠŠ Š ŠŠŠŠŠŠ ŠŠ ŠŠŠŠŠŠŠŠŠŠŠ ŠŠŠŠŠŠŠŠŠŠ ŠŠŠŠŠ ŠŠŠ ŠŠŠŠŠŠŠ ŠŠŠŠŠŠŠŠŠŠŠ CCCCCCABCHC 7351624*716917 Mark A. Blinn

Todd M. Bluedorn

Janet F. Clark

Carrie S. Cox

Martin S. Craighead

Jean M. Hobby

Michael D. Hsu

Ronald Kirk

Pamela H. Patsley

Robert E. Sanchez

Richard K. Templeton

PROXY STATEMENT interests of any particular group). boards of more than four other public companies. • Outstanding achievement• in the individual’s Relevant personal commercial career. • expertise. International operations• experience. Financial acumen. • Government experience. • Standards of• integrity and soundness Ability of to judgment. • make independent, analytical Ability inquiries. to represent the total corporate interests• of TI (a Board director diversity will• (viewpoints, not gender, be ethnicity). selected Willingness to, and nor ability be to expected devote to, the represent time the required to perform board activities adequately. Directors should not serve on the 6 TEXAS INSTRUMENTS • 2020 PROXY STATEMENT With the election of Mr.governance Hsu, guidelines. the board believes its current size is within the desired range as stated in the board’s corporate All nominees for directorship willnominee be at directors the of 2020 the annual companyfirm meeting at retained of the by stockholders time the who of company is theMr. to standing annual Hsu assist for meeting. as the election Mr. a GSR by Hsu potential Committee the ison director in the stockholders the candidate. identifying only for qualifications The and director the and search evaluating first skills firm potential time.on the conducted nominees A the GSR research initially search candidates Committee to identified in determined identify whom that athe the candidates number company’s GSR of should board Committee potential possess. of had It candidates, directors. the then based most conducted interest. further Following research this process, Mr. Hsu was unanimously elected to In concluding that each nomineeand should on serve the as direct a personal director,board, knowledge the that (except board each as relied of to on the Mr. the nominees Hsu specific brings who experiences insight will and to join attributes board the listed deliberations board below as April well 1, as 2020), a born willingness of to previous ask service on challenging the questions. As described below, each ofmulti-billion our dollar, director multinational nominees has corporate achieved enterprisesdirectly an or involved extremely significant in high governmental the level organizations. challenges of Inprocesses relating success these of to in positions, large, setting his each complex the or has organizations. strategic her been leadership Each direction career, qualities. has whether and Ten had at managing of exposure the the to financialcorporation, director effective performance, and nominees leaders personnel one have and and has experience has served in developedcan in serving the draw. high on ability political the to office, board judge all of of directors which of provides at additional least relevant one experience other major on which each nominee As it considered director nomineestypically for relate the to 2020 the annual company’s meeting,performance; strategic the the direction; board challenges succession kept of planning in running for minddivestitures; a senior that and large, executive the significant complex positions; most research enterprise, the important and including company’s issuesthe development the financial it company’s (R&D) management considers operations, and of which capital its primarily investment risks;automotive, involve decisions. major personal the These acquisitions electronics, manufacture issues and communications and arise equipment sale in and of the enterprise semiconductors context systems all of markets. over the world into industrial, Nominee assessment In evaluating prospective nominees andRelations as (GSR) stated Committee in considers our the corporate following governance criteria: guidelines, the Governance and Stockholder Nominee criteria

PROXY STATEMENT omrciffnnilofcro aahnOlCorporation Oil Marathon of officer financial chief Former Clark Janet Inc. International Lennox of officer executive chief and Chairman Bluedorn Todd Corporation Flowserve of officer executive chief Former Blinn Mark nominees Director xernHlig,Inc. and Inc. Holdings, Exterran of director a as served has Clark Ms. Corporation. Fe Snyder Santa and Company Energy of Nuevo officer financial chief as she served Marathon, to Prior 2007. 2004 to from officer financial chief president and vice senior and 2013 to 2007 from Corporation Oil Marathon of president vice executive officer and financial chief was Clark Ms. highlights Career South & America. North – Elevator Otis leading including 1995, since Corporation Technologies United at positions management senior several in Bluedorn served Mr. Lennox, to Prior since 2012. board the of chairman 2007 and since officer executive chief served as has Bluedorn Mr. Lennox, At highlights Career companies. insurance and corporations, foreign institutions, financial represented he attorney, an As Corporation. and Centex Inc. Services, Print and Office Kinko’s FedEx including companies, several at positions finance senior held Blinn Mr. to Prior Flowserve, 2009. to 2004 from financial officer chief and 2017 to 2009 from president and officer executive chief as including Flowserve, positions at various in served Blinn Mr. highlights Career EA NTUET 00POYSAEET7 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS oda ah rvt ideMre rdtLLC Credit Market Middle Private Sachs Goldman Inc. BDC, • Sachs Goldman years five last the • in directorships company public Other Inc. Resources, EOG • directorships company public current Other one including companies, multinational matters large control of financial Oversight and audit for • appreciation Keen • experience and skills Key None years five last the • in directorships company public Other upcoming Eaton’s shareholders. at of director meeting he a annual but as 2020 plc, re-election Corporation for Eaton stand of not director will a also is Bluedorn Mr. Inc. International Lennox • directorships company public current Other investments R&D and capital significant for Responsibility • multinational large, a of responsibility Management • experience and skills Key Corporation Flowserve years five last the • in directorships company public Other Corporation Platt & Leggett • Corporation Kraton Corporation • Electric Emerson • directorships company public current matters Other control financial and audit for investments appreciation R&D Keen and capital significant • for Responsibility • multinational large, a of responsibility Management • experience and skills Key ntetcnlg industry technology the in markets industrial in operating manufacturer markets industrial in operating manufacturer

PROXY STATEMENT financial control, and technology matters company company operating in a regulated industry company operating in industrial markets Key skills and experience • Extensive audit knowledge and keen appreciation for• audit, Management responsibility at a large, multinational • Strategic planning expertise Other current public company directorships • Hewlett Packard• Enterprise Company Integer Holdings Corporation Other public company directorships in• the last five years CA, Inc. Key skills and experience • Management responsibility of a large multinational • Responsibility for significant capital and R&D investments Other current public company directorships • Cardinal Health,• Inc. ElectroCore, Inc.• (through March 31, Selecta 2020) Biosciences, Inc. Other public company directorships in• the last five years Array BioPharma• Inc. Celgene Corporation Key skills and experience • Management responsibility of a large, multinational • Responsibility for significant capital and R&D investments Other current public company directorships • Emerson Electric• Corporation PQ Corporation Other public company directorships in• the last five years Baker Hughes,• a GE company Baker Hughes Inc. Career highlights Ms. Hobby was global strategyof officer Pricewaterhouse Coopers from 2013 to 2015. Prior toseveral that, senior she management held positions at the firm, including asmedia technology, and telecom sector leaderchief and financial officer. Career highlights At Baker Hughes Inc., Mr.served Craighead as chief executive officer2012 from to 2017 and chairmanboard of from the 2013 until themerged company with GE in 2017.served He as then vice chair ofa Baker GE Hughes, company, until 2019.leading Prior to the company, Mr. Craighead held several senior management roles at Baker Hughes, includingchief as operating officer. Career highlights Ms. Cox was the executiveHumacyte, chair Inc. of from 2018 towhere 2019, she was also chairmanchief and executive officer from 20102018. to Prior to Humacyte, Ms. Cox held several senior management positions in the medical industry, including leading the global pharmaceuticals business at Schering-Plough Corporation and the global prescription business at Pharmacia Corporation. 8 TEXAS INSTRUMENTS • 2020 PROXY STATEMENT Carrie Cox Former chairman and chief executive officer of Humacyte, Inc. Martin Craighead Former chairman and chief executive officer of Baker Hughes Inc. Jean Hobby Retired partner, Pricewaterhouse Coopers LLP

PROXY STATEMENT omrcara n he xctv fie fMnyrmItrainl Inc. International, MoneyGram of officer executive chief and chairman Former Patsley Pamela Crutcher & Dunn Gibson, counsel, of Senior Kirk Ron Corporation Kimberly-Clark of officer executive chief and Chairman Hsu Michael efcieArl1 2020) 1, April (effective sa auditor. career an her as began and Inc. USA, of First officer financial chief as also served She Inc. Paymentech, of officer executive chief and Data Corporation First at president senior vice was executive she that, to Prior until 2018. chair executive then 2015, 2009 to from officer executive chief chair and was Patsley Ms. MoneyGram, At highlights Career Company. Foods Dean and Inc. of International, director Brinker a been has Kirk Mr. law. property intellectual U.S. of enforcement and on development focused the he where 2013, to 2009 from Representative Trade U.S. as the served He group. practice trade international the co-chairs and since 2013, Crutcher & Dunn counsel Gibson, of at senior been has Kirk Mr. highlights Career Company. Heinz H.J. and Inc. Foods, Kraft at positions senior leadership held also has Hsu Mr. to 2019. 2017 from officer operating and chief president then 2016, to 2012 from America North was president he group roles, those to Prior 2020. since chairman and 2019 since officer executive chief as served has Hsu Mr. Kimberly-Clark, At highlights Career EA NTUET 00POYSAEET9 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS oeGa nentoa,Inc. International, MoneyGram years five last the • in directorships company public Other Inc. Pepper Dr. Keurig Inc. Vacations • Grand Hilton Inc. • Worldwide, ACI • directorships company public current Other and control, financial audit, for appreciation Keen • multinational large, a of responsibility Management • experience and skills Key None years five last the • in directorships company public Other Corporation Infrastructure Macquarie • directorships company public current Other economic global on bearing issues into insight Keen • complex large, a of responsibility Management • experience and skills Key None years five last the • in directorships company public Other Corporation Kimberly-Clark • directorships company public current Other investment R&D and capital significant for Responsibility • multinational large, a at responsibility Management • experience and skills Key ehooymatters technology company policies trade international and activity internationally operating organization manufacturer

PROXY STATEMENT transportation and logistics company Key skills and experience • Management responsibility of a large, multinational • Responsibility for• significant capital investments Keen appreciation for technology matters Other current public company directorships • Ryder System, Inc. Other public company directorships in• the last five years None Key skills and experience • Deep knowledge of all aspects of the• company and the Management responsibility• of the company Responsibility for significant capital and R&D investments Other current public company directorships • None Other current public company directorshipsyears in the last five • None Career highlights Mr. Templeton is a 39-yearof veteran the semiconductor industry, serving the last 25 yearslevel at at a the senior company. Hethe has company’s been chairman since 2008, and chief executive officer and president from 2004 to Juneand 2018 July 2018 to present. Career highlights Mr. Sanchez has been chairmanexecutive and officer of Ryder sinceDuring 2013. his career at Ryder, Mr. Sanchez has served aschief president, operating officer, chief information officer, and chief financial officer. He has alsobroad had range a of leadership rolesRyder’s in business segments, including as president of its GlobalManagement Fleet Solutions business. 10 TEXAS INSTRUMENTS • 2020 PROXY STATEMENT The company’s by-laws also allownominee stockholders in to the nominate company’s directors proxy without materials. involving To the do GSR so, Committee stockholders or must including comply the with the requirements set forth in the by-laws. Under the company’s by-laws, aoutstanding stockholder, common or stock a continuously group for ofdirector at up nominees least to constituting three 20 up years, stockholders, to may owningstockholder(s) the nominate at and greater and least the of include 3 nominee(s) two in percent satisfy individuals the ofwww.ti.com/corporategovernance. the or company’s the requirements 20 proxy company’s specified percent materials in of the the by-laws, board which of can directors, be provided found that on the our website at It is a long-standing policywho of wishes the to board recommend to a considerGSR prospective prospective Committee, board board Texas nominee nominees Instruments for recommended Incorporated, the byevaluate P.O. GSR stockholders. the Box Committee’s A stockholder’s 655936, consideration stockholder MS prospective can 8658, board write Dallas, nominee to TX in the 75265-5936. the Secretary The same of GSR manner the Committee as will it evaluates other nominees. Director nomination process The board is responsible forstanding approving committee, nominees the for GSR election Committee, asCommittee that directors. is is To comprised responsible assist solely for in of reviewing thisboard’s independent and task, corporate directors recommending the governance as nominees board guidelines. defined to has Our by the designatedfound board the board. a on of rules The our directors of GSR website has the at adopted Nasdaq www.ti.com/corporategovernance. a Stock written Market charter (Nasdaq) for and the the GSR Committee. It can be Robert Sanchez Chairman and chief executive officer of Ryder System, Inc. Rich Templeton Chairman and chief executive officer of Texas Instruments Incorporated

PROXY STATEMENT .I oeetwl ietrb osdrdidpneti,wti h rcdn he years: three preceding the within if, independent considered be director a will event no In B. if: independent considered be director a will event no In The entities. or A. persons independence. such and determining company for the standards between following this arrangements the with family or adopted connection immediate transactions has directors’ In any board Templeton. affiliations, and Mr. charitable employers, for and their except business and directors’ independent members is regarding directors reviewed our was of information each determination, that determined has board The attended independence re-election Director direct for for standing allows and Attendance office stockholders. in of then meeting directors stockholders. annual all of each 2019, meeting In attend annual members. to TI’s board directors and encourage stockholders to board between the interaction of policy a is It Relations. Investor Attn: 75266-0199, attendance TX by-laws Dallas, meeting our 8657, Annual of and MS free officers 660199, documents financial Box these senior P.O. of and Incorporated, copies CEO Instruments request our Texas may for to Stockholders ethics writing of www.ti.com/corporategovernance. by of code at charge charters our website the conduct, our standards), of on independence code available director TI’s are and the committees, environmental include board’s and (which the compensation guidelines of extensive executive governance each conduct governance, corporate annually to board’s We specific The governance. outreach matters. corporate investor social effective in and engage responsible and to reviews commitment governance long-standing a has board The addressee. or the committee, with board governance shared a Corporate be board, to will the write address to may this addressed director to communications individual sent All an are 75265-5936. or that TX committee director Dallas, board 8658, individual a MS an board, 655936, the Box with P.O. communicate at: to them wish who others and Stockholders board the with Communications .H rsercie oeta 1000drn n wlemnhpro ncmesto rmtecmay(te than (other company the from compensation in officer period executive twelve-month chief any board, during the $120,000 of than chairman more interim received of she capacity or the He in (except company the by 2. employed was she or He 1. the of time the at remains and was, director the of member family a years fiscal three preceding or current the Within 4. partner a determination, the of time the at remains and was, she employed or currently he (b) years or fiscal auditors three independent preceding company’s or the current of the auditors; partner Within independent current company’s a the (a) by is employed director 3. is the or of of member partner family A current a is she or He 2. 1. hnoeya sa nei himno h or,cifeeuieofcro te xctv fie n c benefits (c) and officer executive other or officer compensation); longer executive non-discretionary no chief or lasting board, plan, service the retirement former of tax-qualified for chairman a received interim under compensation an (b) as service, year committee one board than year); or one board than for longer compensation last (a) not did employment interim the provided officer, executive other or non-discretionary under “payments” payments standard, and or this securities $200,000 of programs). company’s of purposes matching the greater (for in contribution the year investments charitable exceeded that from year, for solely fiscal the revenues arising such from gross payments in or contributions consolidated excludes aggregate property charitable recipient’s for the received the company in (c) of the or which, percent from, company, amounts 2 year payments the or current received from amount the or loans an in to, received in that payments or company, organization made to an (a) loans of years extended officer fiscal (b) executive three services, an past or the shareholder of controlling any a or or in partner a determination, charitable the non-discretionary of under percent payments payments 2 excludes or and or “payments” programs); securities $200,000 standard, company’s matching of this the contribution greater of in in the purposes investments company, exceeded (for from the year, year solely from fiscal that arising such contributions for in services, charitable revenues or aggregate received gross of (c) property the consolidated any or for in recipient’s or company, company which, year the the amounts current from, from, or the loans payments amount in received received an that or or organization to to, an payments loans of made extended employee (a) (b) an years or fiscal officer three executive past an the shareholder, controlling a audit; or company’s in the on works personally and auditors independent company’s the by EA NTUET 00POYSAEET11 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS

PROXY STATEMENT • • Chair Relations Committee Governance and Stockholder Committee Compensation Audit Committee company to the director; and company. the company (excluding compensation as a non-executive officer employee ofcompany’s the audit company); within that time; and worked on the company’s audit within that time; during the past three years served on that entity’s compensationexecutive committee; officers or at any time during the past three years served on that entity’s compensation committee. the company, other than ininclude his the or receipt her of capacity fixed asservice amounts a with of member the compensation of company under the (provided a boardno that retirement or member such any plan of compensation board (including the is committee. deferred Audit not Compensatory compensation) Committee contingent fees for may in do prior be any not an way affiliated on person continued of service). the In company addition, exceptdetermining in whether his a or director her has capacityfrom a as management relationship a in to director. connection the with company1. the that duties is of material a to Compensation that Committee director’s The member, ability source including to of but be compensation not independent of2. limited the to: director, including any consulting, Whether advisory the or director compensatory is fee affiliated paid with by the the company, a subsidiary of the company or anjudgment affiliate in of carrying a out subsidiary his ofmade or the by her directors responsibilities, who and satisfy consequently the whether independence the criteria director set involved forth is in independent, this will section. be 3.4. A family member of the A director family was member employed of as the an5. director executive received officer more by than the $120,000 company; He during or any she twelve-month was period (but in6. is compensation no from longer) a partner A or family employee member of of the the company’s7. director independent was auditors (but and is worked no on He longer) the or a she partner was or an employee8. executive of officer the of company’s another independent entity auditors A at family which member any of of the the director company’s was current an executive executive officers officer at of any another time entity at which any of the company’s current M. A. BlinnT. M. BluedornJ. F. Clark Chair • C. S. CoxM. S. CraigheadJ. M. HobbyM. D. Hsu *R. Kirk P. H. Patsley **R. E. Sanchez R. K. Templeton • • • • Chair 12 TEXAS INSTRUMENTS • 2020 PROXY STATEMENT Director During 2019, the board heldof eight the meetings. board The collectively board held has 19 three meetings standing in committees 2019. described Each below. director The attended standing all committees of the board and relevant committee meetings. Board organization Board and committee meetings * Effective April 1,** 2020 Lead director E. For any other relationship, the determination of whether it would interfere with the director’s exercise of independent D. With respect to service on the Compensation Committee, the board will consider all factors that it deems relevant to For purposes of these independenceNasdaq determinations, rules. “company” and “family member” will have the same meaning as under C. No member of the Audit Committee may accept directly or indirectly any consulting, advisory or other compensatory fee from

PROXY STATEMENT eeM.Ptly(hi) r ailA apadM.Cx ic pi 5 09 h omte ebr aebe s Patsley Ms. been have members committee for: the 2019, responsible members is 25, committee committee April the The Since 2019, Cox. Craighead. 24, Ms. Mr. April and and to Carp Cox 2018, A. Ms. 26, Daniel (chair), April Mr. From (chair), independent. Patsley are Ms. Committee were Compensation the of members All report a for 44 page Committee See the auditors. Compensation discuss internal to our staff and audit members internal Committee our Audit activities with between its directly interaction committee. reports meeting direct the and of for of meetings practice allow scheduled long-standing to regularly its and holds continued plan Committee also audit Audit committee The The 2019. board. in the times to as seven expert met financial Committee committee Audit audit The such the amended. as interpreted as has Blinn 1934, Mr. board of the designated Act as has Exchange sophisticated, board Securities the financially the are addition, in Committee In defined Audit judgment. the business of its members in all qualifications that determined has board The 2020. 1, April effective Committee Audit committee the the join 2019, will 25, Hsu April Mr. for: Since Hobby. responsible 2018. Ms. generally 1, (chair), and is July Blinn Bluedorn Committee on Mr. Mr. Audit committee were (chair), The the the members Blinn and committee joining Mr. rules the Craighead been Nasdaq 2019, Mr. have under 24, with members independent April Hobby, are to Ms. Committee 2018, and the 26, Audit Bluedorn of April the Mr. 3(a)(58)(A) From of Section members guidelines. with All governance accordance amended. corporate in as board’s established 1934, committee of standing Act designated Exchange separately Securities a is Committee Audit The Committee Audit board the of Committees aigrcmedtost h or regarding: board the to recommendations plans. Making benefit officers. employee executive of • other administration company’s Overseeing compensation. the his of determining compensation • and the CEO Setting the of performance • the Reviewing • firm. accounting public registered independent TI’s overseeing and retaining policy. compensating, whistleblower Appointing, TI’s reviewing periodically • and Creating firm, accounting public • registered independent the and management with statements financial audited TI’s Discussing • Reviewing: • O regulatory or legal applicable under reviewed be to required matters the regarding firm requirements. the with discussion a including O O O O O O O O O O O O O ftecmay i)rqieo emtteisac ftecmayssoko ii eur or approval. board require (iii) or stock employees company’s other the than of more issuance for company the only the permit benefits of or increase officers require (i) for (ii) that benefits company, plans increase the benefit disproportionately of employee or under company actions the and of in officers revisions of, termination and Institution products. derivative financial company. and the investments to regarding relevant policy are company’s that The company. changes the policy of accounting policies in accounting Trends major in of any, conflict if TI’s Changes, including conduct, programs. of insurance code non-employee-related TI’s TI’s with personnel operating and policy. management interest of compliance of report A program. ethics and and reports, policies. compliance firm. financial management TI’s TI’s accounting risk of public and integrity registered assessment the independent risk affecting the TI’s factors with other and and management controls with accounting discussing TI. internal and TI’s firm of accounting agencies. adequacy any public rating The management registered and with analysts independent discussing to the and provided between results be Relationships financial may interim that and guidance annual earnings regarding related releases news TI’s and board. issuance Discussion the Before “Management’s to the action and appropriate plans. statements recommending audit financial and TI’s the reports, control. including those quality SEC, of to the portion related to Analysis” firm reports accounting quarterly public and registered annual independent TI’s TI’s of report annual The EA NTUET 00POYSAEET13 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS

PROXY STATEMENT The development and revision of our corporate governance principles. Reservation of company stock foremployee use benefit as awards plan. of grants under plans or as contributions or sales to any trustee of any O O plans that are not required to be approved by theother board. advisor. • Making recommendations to the board regarding: • Taking action as appropriate regarding the institution• and termination of, Appointing, revisions setting in the and compensation actions of, under overseeing employee and benefit considering the independence of any compensation consultant or 14 TEXAS INSTRUMENTS • 2020 PROXY STATEMENT All members of the GSRMr. Committee Kirk are (Chair), independent. Mr. From Ralph AprilMr. W. 26, Kirk Babb, 2019, (chair), Jr., to Ms. Ms. April Clark Clark 24, and and 2019, Mr. Mr. the Sanchez. Sanchez. committee The Since members GSR April were Committee 25, is 2019, generally the responsible committee for: members have been Governance and Stockholder Relations Committee Pursuant to that authority, theauthority Compensation to, Committee among has other delegated things, tolong-term grant a incentive a special plans. limited committee The number established sole of bygrant, member stock the amend of options board or the and the terminate special restricted any committee stockof form is units the of Mr. (RSUs) special compensation Templeton. under committee. for The the TI’s special company’s executive committee officers. has The no Compensation authority Committee to reviews all activity The Compensation Committee’s charter providesincentive that plans, it employee may stock delegate purchase itsor plan power, delegated and authority authority employee and for benefit rights that plans withwith purpose; to respect respect or (i) to to (ii) one TI’s compensation employees or long-term of or more the committees committees company’s of of executive employees the officers. except board that established no such delegation may be made The CEO and the seniorattend vice meetings president of responsible the for committee. Humanexecutive The Resources, officer CEO who determines is is his excused an or from executiveboard, her the officer, the own meeting are members compensation during regularly of or any invited the the deliberations to with committee compensation or our receive of vote management. information any on The concerning other his CEO the executive compensation.ended. gives performance officer. No He the of As also committee the members reviews and company of the the during the their performance board the compensation. of an year The the assessment and senior other of interact vice executive hiscompensation president officers own recommendations responsible with performance made for the during to Human committee the the Resources and year committee assists makes just other in recommendations than the regarding for preparation her of compensation. and reviews the The Compensation Committee considers executiveinformation, compensation performance in data a and multistep possible processJanuary. compensation that Before levels involves setting over the executive several review compensation, meetings ofofficers the leading market and committee to considers reviews the the the annual impact total determinationscompensation that compensation in and their and benefits. retirement, benefits or of termination the under executive various other scenarios, would have on their The Compensation Committee considers itother important engagements that with its the compensation company consultant’sconsultants, or objectivity a its not copy management. be of In compromised which support by its may of compensation be this consultant found belief, was on the independent www.ti.com/corporategovernance. committee of During has the 2019, a company the policy and committee on had determined compensation no that conflict of interest. In performing its functions, thethe committee authority is to supported retain by any thePartners advisors company’s as it Human its deems Resources compensation appropriate organization. consultant to Thedirectly for carry committee on the out has executive 2019 its compensation compensation responsibilities. philosophy, cycle. Thescope strategies, The committee of pay committee retained the levels, instructed Pearl committee’s decision-making the Meyer charter. processes consultant & organization Additionally, and to in the other advise its committee matters it support instructed within of the the compensation the consultant market, committee to and in assist compensation these the recommendations. matters company’s with Human such Resources items as peer-group assessment, analysis of the executive The Compensation Committee met sixits times activities in to 2019. the The board, Compensationthe and Committee committee. consults holds with regularly the scheduled board meetings, before reports setting annual executive compensation. See page 31 for a report of

PROXY STATEMENT h eddrco seetdb h needn ietr nuly h needn ietr aeeetdM.Ptlyt ev as serve to Patsley Ms. elected to: have are directors director independent lead The the annually. of directors duties independent The the director. management. by lead of elected board oversight is each appropriate director at and lead directors directors The the independent independent influence the of and of engagement on session active comment executive the to an maintain directors practices holding to other independent (b) it its the and allows with for meetings meeting), at combined opportunity future presides structure, an for who this agenda agenda director that board strategic lead believes each proposed a board on includes The including and below. (a) CEO, listed as and duties (such chairman the of performs positions and the sessions combines executive structure leadership current board’s The structure the leadership during Board needed as conversations board difficult (iii) and and honest experiences; have and and to process. strategy, qualifications willing nomination risk, skills, are and of director directors evaluation oversight of Our committees’ mix mechanics. and and meeting ongoing board structure, committee and the leadership and questionnaires, (i) culture, The of: board’s process. assessment the evaluation candid (ii) a board operations; its the facilitate oversees oversees directors, committee also individual Each Committee from questionnaires. GSR feedback committee the and and board process, comprehensive evaluation completes own directors to our continues of board each the Annually, GSR ensure the to of nominees part director are of evaluations review the their of with results connection effectively. committee The in operate and levels. consideration and board contribution board’s governance assess and the corporate to performance and good designed director Committee’s of are individual part processes as essential evaluation well an annual as is committee effectiveness, process and evaluation board constructive The and effectiveness. robust board a that recognizes board The process evaluation board. Board and the recommendations contact activities and to its nominations how reports on stockholder and of details meetings discussion for scheduled a board” regularly for the process” holds with Committee nomination “Communications “Director GSR See The 2019. board. in the times to six met Committee GSR The frqetdb ao hrhles nueta eo h saalbefrcnutto n ietcommunication. direct and consultation for and available items; is agenda she all or of he discussion that for ensure time shareholders, sufficient major is by there requested that If assure to schedules • meeting board Approve the for agendas • meeting board; Approve independent directors; the the independent to of the sent • sessions and information executive chairman Approve including the present, between not liaison • is as chairman Serve the which at • board the of meetings all at Preside • committee. the and board the officers. of executive evaluation the annual than an other Overseeing company the of • officers Electing • Reviewing: • directors; O O O O O O O O O O O O O O epne opooassbitdb stockholders. by submitted proposals company. to the Responses affect stockholders. to and likely policy. company issues interest the Public of between conflict relationship TI’s the under company. affecting raised the Topics member of board officers a executive involving of interest Election of conflicts potential of Issues company. the by planning committees. Succession board of responsibilities and Organization members. directors. board as of election Compensation for designated be to committees. Nominees board positions. and board board fill the to of Candidates functioning and composition size, The eiin oT’ oeo conduct. of committee. code action TI’s political to company’s Revisions the Foundation. of TI activities the of and Scope company the of policies Contribution EA NTUET 00POYSAEET15 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS

PROXY STATEMENT 16 TEXAS INSTRUMENTS • 2020 PROXY STATEMENT The GSR Committee has responsibilitynon-employee for directors, reviewing with and the making board recommendationsresponsibility making to regarding the the director final board compensation. determination. on In The compensationorganization. carrying committee for The out has CEO, this no the responsibility, authority senior it tomade vice is delegate to president supported its the responsible by committee. for TI’s The Human Human CEO Resources Resources also and votes, the as Secretary a review member the of recommendations the board, on the compensation of non-employee directors. Director compensation The board’s leadership structure isboard consistent has with found the that board its andaspects current committees’ of structure roles risk and in oversight practices risk among are oversight.and the effective As operational committees in discussed provides risks fully above, with for engaging the similar the theoperates engagement. board independent and Having ensures directors. the the that Allocating competition chairman the various and and directorefficient other CEO most process. challenges knowledgeable review it strategic about faces the shares company, those the insights industry with in the which board, it providing for a thorough and The Audit Committee oversees thecompany’s company’s risk approach management to process risk with managementofficer the as reviews Audit a the Committee whole. company’s at The information least company’sof technology annually. CFO key systems In reviews cybersecurity with addition, the risks the the as Audit company’s appropriate. Committee chief periodically information and includes a discussion TI’s Audit Committee has oversightOversight responsibility responsibility for for financial compliance risk risk (suchcompliance is as with shared accounting, the by finance, company’s the internal code board controlscompliance of committees. and program conduct For tax itself; and example, strategy). the the finance- Compensation Audit andand Committee Committee accounting-related related oversees oversees laws laws compliance and and with policies, policies; the asthe and company’s well company’s the executive as corporate GSR compensation the governance Committee plans company’s guidelines. oversees compliance with governance-related laws and policies, including Management generally views the riskscompliance. TI The faces board as as falling a intoinitiatives, whole the competitive has following markets oversight categories: and responsibility strategic, products, for operational,discusses sales the financial these and company’s and risks marketing, strategic with R&D and the and operationalinformation board. cybersecurity). risks on Additionally, Throughout (e.g., the at the major cybersecurity least year risks once thewith and each CEO the the year, board. company’s the In approach company’s the to chiefprocedures, event protecting information determine of the officer the a company’s provides timing material data and cybersecurity andexpected. extent event, systems of management infrastructure the would response notify and the public board disclosure, and, and in whether compliance and with any our future vulnerabilities are It is management’s responsibility tomanagement assess in and this manage effort. the In variousretained exercising risks areas TI its of oversight, faces. focus It the for is board itself, the has as board’s allocated more responsibility some fully to areas described oversee of below. focus to its committees and has Risk oversight by the board The board continues to believevarying that board there leadership is models no over uniformthe its solution two, history, for and at a now times board utilizing separating leadership the a structure. lead positions Indeed, director. of the chairman company and has CEO had and at times combining The board, led by itstwo GSR questions: Committee, would regularly stockholders reviews be theviews better board’s are leadership served informed and structure. by would The a the board’sgathered review board consideration from of be is face-to-face the more guided dialogue practices effective by of and withinteractions other review a would companies of different change and published structure. if insight guidelines. The its into The board’s the leadership the board board’s structure preferences also actions changed. of considers and The top how equal board’s stockholders, board accountability goal as roles to is and the for corporation each and director its to stockholders. have an equal stake in In addition, the lead director has authority to call meetings of the independent directors.

PROXY STATEMENT o-mlyedrcosaenteiil opriiaei n Isosrdpninplan. pension TI-sponsored any in participate employees. to to eligible available not In conditions are program. and directors gift terms Non-employee matching same cultural the and on educational participate an to has TI entitled Foundation containing are TI products directors the consumer cases, addition, purchase both may In employees pricing. our discounted whereby at units. customers components stock certain these with on arrangements paid receive. have are they We underlying equivalents units the Dividend stock with Moody’s period. restricted on value deferral the in based the of currently fluctuate after settlement rate accounts issued defer a unit be also at Stock will may are TI percent. which Directors amounts from 3.99 stock, deferred interest was common These earn rate TI compensation. accounts that of cash Cash 2019, shares their account. For of unit Bonds. part stock Corporate or or Aaa all account Seasoned defer cash to a chosen either events. have to designated directors credited other some and Plan, meetings Director these the In from Under events. related and designated and to other lodging aircraft and travel, company meetings their on stockholders for travel directors and may committee non-employee directors reimburse board, non-employee we attending addition, but with attendance, connection meeting in for incurred losses fee expenses a limit a at to paid sell designed not to specifically director. are (options stock or Directors “puts” TI employee in on the trading techniques by in held hedging engage or compensation to options equity director other or or or stock officer, buy), TI executive to on an options including (similar employee, “calls” any price), for fixed equity policy for TI “Process against See is process. grants. It January review compensation in compensation equity occur annual of to the timing timed with the be connection regarding will in discussion directors employees a non-employee U.S. for to our grants” compensation to equity made of are grants grants annual when that determined has board The were: directors non-employee the for 2019 in arrangements compensation The n-iegato ,0 etitdsokuisuo ietrsiiileeto oteboard. the to election initial director’s a upon units stock chairman. restricted the 2,000 by of designated grant activities one-time other A for compensation day • per $1,000 • the to (subject $100,000 of value date grant a with Plan Director the to pursuant units stock restricted of grant Annual • 2018 Instruments Texas the of terms the to pursuant stock the common of TI chair purchase as to service option for 10-year $20,000 a Committee; of Audit grant the Annual of chair as • service director. for lead $30,000 of the as retainer service annual for Additional $25,000 service. of committee retainer • and annual board Additional for $85,000 of • retainer Annual • ahrsrce tc nt iiedeuvlnsaepi ntersrce tc nt ttesm aea iied nTI on dividends as rate same for stock the equivalents. common at dividend TI units of of stock receipt share restricted defer one the may receive on director the will paid The of director are stock. settlement the equivalents common defer settlement, Dividend death, may Upon unit. to director election. stock due The her restricted was by-laws. or each fourth if company’s termination his the date the director’s at on anniversary under the units board such or re-election stock the on for termination restricted of issue) stand to member will to prior a shares service ineligibility not the of or grant is (i.e., years disability of director settle eight date a nonetheless completed their If will has of Plan. units director anniversary Director stock the fourth the restricted the in grant, on defined the vest as of units control anniversary stock in restricted change The a downward). upon date termination. grant and the of the after date adjust days the to 30 on ability for exercisable board’s exercisable were service be options director’s shall such a director extent If the the terms. by to their outstanding held only with all options but stand accordance then outstanding termination, to service, in all of ineligibility of exercisable reason, or years become other disability eight to any death, completed continue for in to has shall terminates change due director director a terminates the the following service after by service director’s or held of a by-laws, options termination If company’s of TI. the event of under the Plan) re-election in Director for first exercisable the the fully in on become defined beginning will (as installments grant also control the annual and adjust equal grant is to four the value ability in of date board’s exercisable anniversary grant the become The to options 2018. (subject non-qualified April model These in option-pricing downward). stockholders Black-Scholes by a approved using was determined which $100,000, Plan), (Director Plan Committee. Compensation GSR Director the of chair as service for $15,000 and Committee; Compensation EA NTUET 00POYSAEET17 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS

PROXY STATEMENT 7,014 5,014 7,014 6,867 5,014 2,957 5,125 3,864 5,014 30,160 11,135 Restricted (in Shares) Stock Units ($) (6) Total ($) All Other Compensation Pension Deferred Value and Change in Earnings (5) Nonqualified Compensation ($) Topic 718, Compensation-Stock Compensation (ASC 718). Non-Equity Incentive Plan Compensation ™ ($) (4) Option Awards Stock ($) (3) Awards ...... or Paid in Cash ($) (2) Fees Earned ...... $ 28,333$ 123,333$ $ 99,920 85,000 $$ 99,920 28,335$ $ $ 99,920 85,000 99,984$ $ $ 99,984 99,920 85,000$ $ $ 99,920 85,000 99,984$ $ $ 99,920 85,000 — 99,984$ $ 100,000 — $ 99,920 99,984$ $ 121,667 $ 99,920 — 99,984 $$ 99,920 $ 85,000 — 99,984 $ 99,920 $ — 99,984 $ $ 99,984 99,920 — — $ 99,984 — — $ — 99,984 — $ — $ — $ — 2,528 — 40 $ 40 — $ $ $ — 40 228,277 $ 22,540 $ 937 30,040 323,277 — — $ $ 284,944 $ $ $ 309,972 — 27,540 229,176 314,944 $ $ — 15,089 $ 312,444 $ 40 30,040 $ $ 314,993 20,040 $ $ 284,944 351,611 $ 304,944 ...... C. S. Cox P. H. Patsley R. E. Sanchez J. F. Clark M. S. Craighead J. M. Hobby R. Kirk D. A. Carp M. A. Blinn T. M. Bluedorn Name R. W. Babb, Jr...... The discussion of the assumptionsstatements used contained for in purposes Item of 8 calculatingended (“Note the December 3 grant 31, to date 2019. the fair Each 2019 valuerestricted restricted financial appears stock stock statements”) in units unit in Note granted represents TI’s 3 prior the annual toupon to right report the the 2007, to on financial earlier shares receive Form of are one 10-K termination issued share forinformation at of of the regarding the service TI year share from time common issuances the of stock. under board mandatory For restricted after retirement stock completing from units the eightThe granted board years table after (age of below 2006, 70) service shows see or or the the deathindividuals aggregate discussion or as number on disability. of of page For December shares 36. 31, underlying 2019. outstanding restricted stock units held by the named director in 2019. Mr. Babbmeeting and and Mr. therefore Carp, were independent ineligible directors, under reached the the company’s age by-laws of to 70 stand by for the re-election date at of the the meeting. 2019 annual Accounting Standards Board Accounting Standards Codification 18 TEXAS INSTRUMENTS • 2020 PROXY STATEMENT M. A. Blinn T. M. Bluedorn D. A. Carp J. F. Clark C. S. Cox M. S. Craighead J. M. Hobby R. Kirk P. H. Patsley R. E. Sanchez (1) Mr. Hsu was elected to the board effective April 1, 2020, and accordingly received(2) no compensation for services Includes as amounts a deferred TI at(3) the director’s election. Shown is the aggregate grant date fair value of restricted stock units granted in 2019 calculated in accordance with Financial Name (1) R. W. Babb, Jr. The following table shows theservices compensation in of all all capacities persons to who TI were in non-employee 2019. members of the board during 2019 for 2019 director compensation

PROXY STATEMENT 6 ossso a h nulcs $0prdrco)o rmusfrtae n cietisrneplce,()cnrbtosunder contributions (b) policies, insurance accident and travel for premiums of director) per ($40 cost annual the (a) of Consists (6) specified a exceeds rate interest the that extent the to compensation deferred on earnings of disclosure the require rules SEC (5) opnainrcie ytenmdeeuieofcr scmesrt ihtepromneadsrtgcpsto of the position that strategic and and shareholders performance our the of with interests commensurate the is named serve officers company. the programs executive the to and named relating policies the decisions the by follows. compensation that received which the believe compensation statement, explains We proxy and 2019. the programs for of and officers section policies executive Analysis compensation and executive Discussion our Compensation discusses the It review to shareholders encourage We resolution: following the approve highly to most shareholders other 32-43. ask three pages We the on and tables officer compensation financial the chief in the named officer, as executive officers, chief executive the compensated are officers” executive “named compensation The executive company’s the of approval advisory by regarding required Proposal as compensation officer executive named Act. on Exchange votes Securities advisory the cast of to 14A opportunity Section the shareholders providing are We compensation Executive The 718. ASC with accordance in calculated 2019 in granted options of value fair date grant aggregate the is Shown (4) opnaino h ietrwopriiae.Tecs trbtbet r apfrhspriiaini hspormws$897. was program this in participation his Other for All Carp in Mr. program to the attributable under cost costs the The annual to participates. company’s belong who the deductions director included charitable the have all following of we and made Compensation rules, program, are SEC the contributions as with from The to accordance benefit us. director In financial by eligible company. no approved per receive and $500,000 Director Directors director of the death. the total in director’s by a participate the recommended contribute to the institutions will eligible for educational we is fees three which 2002, administration as under 20, third-party many program June Carp, for donation to Mr. $15,049 charitable prior for Craighead, a commenced (c) Mr. Program, service and for Award whose Sanchez $27,500 director Mr. Cox, Each for Ms. Program. $20,000 for Award and $22,500 Director Patsley Clark, Ms. Ms. for for $30,000 $30,000 Kirk, of Mr. program gift matching Foundation interest Rate. TI of Federal the amount the the of is excess Shown in Corporate points. was Aaa percentage that Seasoned 0.42 accounts Moody’s by compensation on Rate deferred terms based Federal directors’ the rate the the Under a exceeded on compounding. at rate earned with interest interest rate earn this interest amounts 2019, long-term cash For federal compensation Bonds. applicable deferred the Plan, of Director percent the 120 of is which Rate), (Federal rate n nlss opnaintbe n artv icsino ae 04 fti rx ttmn,i eeyapproved. hereby is statement, proxy this of 20-43 pages Discussion on Compensation discussion the statement narrative including proxy and rules, this tables disclosure in compensation compensation disclosed Analysis, Commission’s as and Exchange officers, and executive Securities named the company’s to the pursuant to paid compensation the that RESOLVED, number 2019. aggregate 31, December the of shows as below 2019 individuals table the named The to the 35. 3 by page Note held on in options forth appears stock set value as outstanding fair are underlying date options shares grant these of the of calculating terms of The purposes statements. for financial used assumptions the of discussion .E Sanchez E. R. .H Patsley H. P. .Kirk R. Carp A. D. .M Hobby M. J. Craighead S. M. Cox S. C. Clark F. J. Bluedorn M. T. Blinn A. M. .W ab Jr. Babb, W. R. Name ...... EA NTUET 00POYSAEET19 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS i Shares) (in 47,731 84,638 47,731 14,903 74,636 24,893 24,893 14,369 35,432 Options 8,838 4,532

PROXY STATEMENT -7% change 39.8% Above median 2019 Absolute Performance 2019 Relative Performance * Year-on-Year Change in CEO Bonus (2019 bonus compared with 2018) Executive officers do not haveawards employment of contracts equity and compensation. are not guaranteed salary increases, bonus amounts or certain competitors’ financial results. Seeperformance” “Analysis for of details compensation of determinations the –the Compensation Bonus median Committee’s – growth assessment Assessment rate of of of TI’s 2019 entirely competitor performance. organic.) companies (It includes is important the to benefit note of that acquisitions, whereas TI’s growth rate is Base salary was increased byThe 4.0 grant percent date over 2018. fair valueeffort of to equity align compensation with awarded the inThe projected 2019 bonus market increased decision range by was for 8 based similarly percent primarily situated from on CEOs 2018, the in reflecting following our an performance comparator results group. in 2019: Revenue Growth: Total TIProfit from Operations as a % of Revenue (PFO%) -8.9% Below median Total Shareholder Return (TSR) 39.6% Below median O * Relative to semiconductor competitors as outlined under “Comparator group;” includes estimates and projections of interests of the company andfoundation shareholders, of and sound not corporate to governance promote and excessive risk-taking includes: by our executives. It is built on a O O O think and act in both theour short- executives and each long-term year interests comesshort-term of in performance our the shareholders. of form the The of company, majority variablecompany. and of cash We the total and believe compensation value equity our of for compensation. compensation equity Variablecompetitive program is cash performance holds tied is of our to tied TI. the executive to long-term officers the performance accountable of for the the financial and • Our executive compensation program is designed to encourage executive officers to pursue strategies that serve the • TI’s compensation program is structured to pay for performance and deliver rewards that encourage executives to • 2019 compensation decisions for the CEO: • The elements• of the 2019 How compensation we program, determined why the we amount selected of them compensation and for how 2019. they relate to one another; and 20 TEXAS INSTRUMENTS • 2020 PROXY STATEMENT Executive summary This section describes TI’s compensation program for executive officers. It will provide insight into the following: The executive officers of TIaccountable have for the the broadest company’s job performance responsibilitiescompensation and and for for policy-making our maintaining authority CEO, a in our culture thecalled CFO of company. the and strong We “named the ethics hold executive three and them officers”) other compliance. can highest Details be paid of found individuals in who the were tables executive following officers the in Compensation 2019 Committee (collectively report. Compensation Discussion and Analysis The board of directors recommendscompensation a for vote 2019, FOR as the disclosed annual in resolution this approving proxy the statement. named executive officer Although the outcome of thiswill annual consider vote it is when not setting binding future on compensation the for company the or executive the officers. board, the Compensation Committee of the board

PROXY STATEMENT Terms Strategy monthly. twice Paid Purpose Sharing Profit income. of source Terms stable a provide to designed compensation, of form variable least Basic, Strategy Purpose Salary Base cash in paid compensation, follows: Near-term as are program compensation meetings. executive board our at of actions elements setting committee primary before on The The Partners, reports officers. & regularly executive Meyer chair TI Pearl committee all consultant, The of compensation executives. compensation its the the and for setting directors compensation for independent annual responsible other is the directors with of consults board committee TI’s of Committee Compensation The elements and philosophy Compensation discussion Detailed O O O O O eso eeisaecluae nslr n ou ny h rcesere neut rohrpromneawards performance other or equity on earned calculation. deferred. proceeds pension been the the has only; of that bonus part compensation and not on salary are returns on above-market calculated perquisites.provide are or for benefits below. gross-ups return Pension policy” tax a “Recoupment no guarantee under provide not described We do as perquisites. We back excessive claw provide company. to not the subject do terminated of are We been control awards has in compensation double- grantee change equity with the a and compensation if after Bonus equity only time grant grants limited We of a options. vesting within reload the involuntarily grant accelerate not which terms, do We change-in-control options. trigger stock repriced never have We n21,T eiee agno 98.A eut l lgbeepoes nldn xctv fies received officers, executive including employees, eligible salary. all base result, of a 20% As of 39.8%. sharing of profit Margin delivered TI 2019, In was: 2019 for formula the year. years, performance recent the in of As end formula. the the after under shortly earned payment amounts cash adjust formula single to The a not margin. in been profit Payable has operating practice annual committee’s company-level The on board. based TI been the has by formula set behavior. the was affect years, year. will 15 the that last for level the awarded a For bonus at performance and any goal, to company addition a in on paid employees is focuses sharing that Profit formula a to according Pay and profitability company’s the to contributes it. employee in each share that can emphasize to designed program Broad-based retain and attract to tenure, and scope job to executives. consideration qualified appropriate highly giving median, market target Generally, tMri bv 0:poi hrn nrae y05 fbs aayfrec ecnaepito Margin of point percentage each for salary base of 0.5% by increases sharing. sharing salary. profit profit base no 10%: of (“Margin”): above 2% revenue Margin = of At sharing percentage profit a Margin: as 10% • profit At operating annual company-level 10% • Below • ewe 0 n 4,ad1 fbs aayfrec ecnaepito agnaoe2% The 24%. above Margin of point salary. percentage base each of for 20% salary is base sharing of profit 1% maximum and 24%, and 10% between EA NTUET 00POYSAEET21 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS

PROXY STATEMENT ) as compared with competitors and on our 1 International Inc. Corporation Medtronic Public Limited Company Solutions, Inc. Corporation Incorporated TE Connectivity Ltd. Thermo Fisher Scientific Inc. Corporation Company plc , Inc. , Inc. Broadcom Inc. , Inc. Corning Incorporated DXC Technology Company Emerson Electric Co. strategic progress in key marketsfinancial and performance with as customers. well These as factors our have progress been in chosen building to long-termThe reflect shareholder committee our value. aims near-term to paymedian total if cash company compensation performance (base isbelow salary, above the profit that median sharing of if and competitors, company bonus) and performance appropriately pay is above total below cash competitors. compensationThe appropriately committee does not relyon on its formulas assessment or of performance the targets factors or described thresholds. above. Instead, it uses its judgment based and performance. level of equity compensation awarded to executives in similar positions within the Comparator Group. awards at fiscal year-end 2019.”grants.” The committee’s grant procedures are described under “Process for equity To motivate executives and rewardexecutive’s them individual according performance. to the company’s relative and absolute performanceDetermined and primarily the on the basisgrowth of percent, one-year operating and margin three-year and company total performance shareholder on return certain measures (revenue Total shareholder return refers torelevant the time percentage period, change as in determined theto by value the dividends of performance paid a summary and shareholder’s table the investment under change in “Analysis in a of the company compensation company’s over determinations share the – price Bonus.” during the period. See notes 22 TEXAS INSTRUMENTS • 2020 PROXY STATEMENT 1 Shown in the table below is the Comparator Group used for the compensation decisions for 2019. The committee sets the Comparator(ii) Group engage and in reviews the it semiconductor annually.processes, business, In (iii) other general, have electronics the executive or Comparator positions information Groupcomparable comparable technology companies to in activities (i) TI’s. complexity or are to use U.S.-based, those sophisticated of manufacturing TI and (iv) use forms of executive compensation Terms Determined by the committee and paid in a single payment after the performance year. Strategy We grant aTerms combination of nonqualified stock options and restricted stock units, generally targeted at the median The terms and conditions ofComparator stock group options and restricted stock units are summarizedThe under Compensation “Outstanding Committee equity considers thecompensation market of level the of executive compensation officers. whencompensation To setting consultant estimate the and the salary, TI’s market bonuses Compensation level andpositions and of equity at pay, Benefits a the organization peer committee about group uses compensation of information paid companies provided to (the by executives “Comparator its in Group”). similar Stock Options and Restricted Stock Units Purpose Alignment with shareholders; long-term focus; balance retention, particularly with respect to restricted stock units, Long-term compensation, awarded in equity Purpose Strategy Performance Bonus

PROXY STATEMENT a ossetwt h betvso h rga.Bsdo hsrve,tecmitedtrie httelvlo compensation of level the that total determined the committee whether the assessing review, in this or judgment on compensation its Based total used program. of it the appropriate. level Instead, of was earnings specific elements. objectives total a various the the target the with on not among consistent have did compensation was would committee allocate decisions the to to its information, formula committee impact the a the what assessing use enabled and In review another executives. The one the a scenarios. to of and termination relate opportunity pension, various elements as under compensation equity such receive various of elements would how value compensation executives see fair other the date on that grant have benefits the would of The bonus), compensation summary compensation. projected proposed of and that elements sharing impact all profit the reviewed (salary, compensation, committee compensation the cash officers, total executive included the information of compensation the finalizing Before compensation 2020. Total 3, January on Reuters determinations Thomson compensation by of reported Analysis as is capitalization market and revenue four-quarter Trailing * Incorporated Instruments Texas Median Inc. Devices, Analog Inc. Solutions, Motorola Corporation Nvidia Incorporated Corning Ltd. Connectivity TE Inc. Materials, Applied Corporation Digital Western Co. Electric Emerson Incorporated QUALCOMM Company Technology DXC Inc. Broadcom Inc. Scientific Fisher Thermo Company Limited Public Medtronic Company 3M Inc. International Honeywell plc Accenture Inc. Systems, Cisco Corporation Intel Comparator current the Company compares below table capitalization. The market 2019 2019. and to January revenue relating in of 2020 compensation terms January equity in group. in and TI the decisions salary to to bonus set Group change market the to no and for used make revenue Group it to industry, Comparator as decided of same performance committee terms the the in used Group consultant, committee Comparator compensation the the its Accordingly, of of review advice regular the its With conducted capitalization. “Comparator committee see the please 2019, For 2018, July 2019. July In in in statement. made Group proxy it Comparator 2019 decisions the company’s compensation setting the equity in of and committee 21-22 salary the pages base by on the considered group” for factors 2018 the July of in discussion Group a Comparator the set committee The ...... EA NTUET 00POYSAEET23 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS $Blin * Billion) ($ Revenue 029.4 20.2 48121.1 102.4 14.8 146.8 23.1 19.9 32.3 19.5 10.0 47.2 11.7 101.3 13.4 128.2 15.6 130.9 18.4 153.6 19.6 103.5 129.2 22.6 138.2 25.2 205.4 30.9 264.7 32.0 36.9 44.0 52.0 70.4 4656.9 14.6 . 44.4 27.7 6.0 7.8 aktCap Market $Blin * Billion) ($

PROXY STATEMENT Restricted (In Shares) Stock Units Change from 2018 Annual Rate (In Shares) Stock Options $ 715,000 5.9% $ 715,000$ 730,000 5.9% 2.1% $ 1,300,000$ 660,000 4.0% 10.0% 2019 Annual Rate Grant Date Fair Value * $ 1,000,023** 12,617** Year 201920182017 $ 13,000,057 $ 12,000,1102019 294,627 $ 11,000,0142018 258,4032017 333,615 $ 62,255 3,000,064 $ 54,472 2,400,097 $ 69,392 2,000,037 67,9912019 51,6812018 60,658 14,367 $ 3,800,0622019 10,895 $ 3,800,1032018 12,617 86,1222017 $ 3,600,031 81,828 $ 3,600,0792019 18,198 $ 3,600,090 81,5892018 17,250 77,521 $ 109,184 3,800,062 17,240 $ 3,800,103 16,342 22,711 86,122 81,828 18,198 17,250 ...... 24 TEXAS INSTRUMENTS • 2020 PROXY STATEMENT The salary differences between thescope named and executive tenure) officers for were each driven officer primarily and by not the the market application rate of of a pay formula (considering designed job to maintain a differential between the officers. For each of these executivestrategy, officers, the the committee committee targeted set the theto annual 2019 similarly base-salary base-salary situated rate rates executives listed to (considering above be job in at scope the January and 2019. estimated tenure) In median of keeping level companies of with within salaries its the expected Comparator to Group be in paid January 2019. In January 2019, the committeecommittee’s awarded general equity objective compensation was to to eachthe award of median to the market those named level officers executive of equity officers the compensation listed most that above. recently had The disclosed a equity grant compensation date granted fair by value the at Comparator approximately Group. R. G. Delagi H. Ilan R. R. Lizardi N. Anderskouv R. G. Delagi H. Ilan *** See Notes 1 and Retention 2 grant to made the in summary January compensation 2017 table in for recognition information of on Mr. how Lizardi’s grant new date responsibilities fair as value CFO. was calculated. R. K. Templeton Officer Equity compensation In 2019, the committee awardedshown equity in compensation the to table each under ofand “Grants the in of named the plan-based executive “Stock awards officers Awards” in listedto and 2019.” below. assist “Option The The the Awards” grant grants reader columns date are in of faircompensation comparing the value table. the 2019 of grant summary the compensation date awards fair table. is values The reflected and table in number below that of is table shares provided for each of the years shown in the summary R. R. Lizardi N. Anderskouv R. K. Templeton Officer Base salary The committee set the 2019 rate of base salary for the following named executive officers as follows:

PROXY STATEMENT oteetn h opne a o eesdfnnilrslsfrteya eetqatr h omte ae its based committee the quarter, recent 2019. most for the results or financial year companies’ the the for of results projections financial and released estimates not on had evaluation companies the extent the To companies”): “competitor (the companies following the used committee the performance, relative of the comparison of the interests In long-term most the to serve insight that the strategies it pursue committee gives to shareholders. The year-end, executives its year-end. after encourages and by hindsight and company irrelevant in results prove performance judge could relative critically quickly year company’s and can a the effectively conditions of assesses market beginning which Because the approach, multiples. at its or established believes thresholds thresholds formulas, industry, use our not in did change committee the and performance, products assessing core In with customers. markets with key relationships in of competitiveness strength TI the reviewing as by well progress as strategic technologies, considered committee the addition, In company: the 2019 assess of to assessment measures its performance on following based the officers used executive committee for the compensation bonuses, bonus the 2019 setting the In set performance. committee the 2020, officers. January the In between differentials maintain equity to of designed level Bonus formula market any estimated awards of applicable equity application the the the in in not differences differences and of The positions, result 2019.” their the year-end for primarily fiscal compensation were at officers awards executive equity named “Outstanding the under between described terms company the 2009 the 2016. have Instruments after in grants Texas day amended All the trading and under second 2009 made the April were 2019, in 25, grants approved All January shareholders 2018. on which for stock Plan, results TI Incentive of financial Long-Term price fourth-quarter closing and the annual was its options released or the threshold awards. of formula, the price any of exercise apply decrease The not or assess did increase to and an officers judgment in the its result by used not held committee did compensation the review equity assessment, This unvested this maximum. of making amount In the value. reviewed retention committee its the executive grants, the the motivating approving performance, Before restricted and between retention equally promoting value to shareholders. the emphasis of allocate equal those to give with decided to interests committee officer, aligning The each and value. for grant options desired and the units set stock committee the award officer, The each Group. accounting. For Comparator financial be the for to within used expected companies methodology awards of same the tenure) the of and using value scope estimated estimated job was organization the (considering value Benefits on executives and consultant) situated Compensation compensation similarly TI’s committee’s to by the granted presented by information provided considered data committee using the (prepared level, market the assessing In h boueoeya n he-erpromneo Io h bv measures. above the on TI of performance three-year and one-year absolute The • by measured as companies, competitor with compared as TI of performance three-year and one-year relative The • O O O irci ehooyIncorporated Technology Microchip Inc. Products, Integrated Maxim Ltd. Group Technology Marvell Corporation Intel AG Technologies Infineon Inc. Broadcom Inc. Devices, Analog Inc. Devices, Micro Advanced oa hrhle eun and return, revenue, shareholder of total percentage a as profit operating growth, revenue EA NTUET 00POYSAEET25 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS iix Inc. , N.V. STMicroelectronics Inc. Solutions, Skyworks Incorporated QUALCOMM Corporation Semiconductor ON N.V. Semiconductors NXP Corporation NVIDIA

PROXY STATEMENT Approximately 2 increase in the last 16 years). Share repurchases and dividend th Assessment of 2019 performance Compound annual revenue growth forcomparison. 2017-2019 It was is 2.5 important percent, to whichof note was acquisitions, that below whereas the the TI’s median median growth growth competitor Average rate rate operating is of profit entirely competitor for organic. companies 2017-2019 includes was the 41.0 benefit percent, which was above the median competitor comparison. Revenues for the company’s core17.2 businesses percent, of respectively. Analog and EmbeddedOperating Processing profit declined margin 5.4 was percent 39.8 and below percent, the which prior was year. above the median comparison with competitors but TI’s revenue was lower ingrowth 2019 rate than of in competitor the companies. priorcompanies It year, includes is decreasing the important by benefit to 8.9 of note percent, acquisitions, that and whereas the was TI’s median below growth growth the rate rate median is of entirely competitor organic. increases are important elements of TI’s capital management strategy. comparison. us in a unique classof of differentiated companies. product These portfolio, advantages (iii) includeproduct, channel (i) market reach manufacturing and of and customer sales technology, positions. force (ii)advantages. In and breadth 2019, TI.com the and company (iv) continued diversity to and strengthen longevity and of leverage these and selling those products intogrowth the opportunities. industrial Focused and investments automotive in markets,in these which the areas we near continue believe and to represent long provide the terms. the best foundation for strong results O O O O O 103 percent of free cashrepurchases flow of was $3.0 returned billion to reduced shareholdersquarterly outstanding in dividend 2019 shares rate by through increased 1.4 share 16.9 percent repurchases percent (net and (the of dividends. 18 stock Share issuances during the year). The Three-year performance Annual performance • The balance• sheet remained robust, The ending three-year the compound year annual with growth cash rate and for short-term TSR investments was of 23.9 $5.4 percent, billion. which was above the median competitor • The company’s business model is designed around four sustainable competitive advantages that in combination put • The company’s strategic focus is on analog and embedded processing, with a particular emphasis on designing • TSR was• 39.6 percent, slightly The below company the again median generated TSR strong as cash, compared with with free competitor cash companies. flow at 40.3 percent of revenue. • • Strategic progress Total shareholder return (TSR) The committee spent extensive timesetting in bonuses, December the and committee January considered assessingmade quantitative TI’s certain and results that qualitative and resulting strategic measures decisions on progressprofit were both for margin founded 2019. an was on In absolute positive both and and solid relativeremained better data basis below than and and median. median sound TSR relative judgment. was to Oncash also competitors an flow positive while absolute for on revenue basis, the an decreased operating year absolute andcompany’s was basis revenue strategic $5.8 and growth position billion slightly rate and and below operating 40% mediandisappointing. performance of relative Therefore, continued revenue. to the to In competitors. committee be aggregate, Free targeted strong, theinfluencing a the committee individual bonus 2019 determined decisions decrease relative that for of revenue while named 5 growth the executive percent rate officers. for was Details 2019, on with the businessRevenue committee’s performance and assessment margin are below. Free cash flow was calculatedFor by a subtracting reconciliation Capital to expenditures GAAP, from see the Appendix GAAP-based A Cash to flows this from proxy operating statement. activities. 26 TEXAS INSTRUMENTS • 2020 PROXY STATEMENT 2 This list includes both broad-basedproducts. and The niche committee suppliers considers that annually operatechanges whether in in the our business list key activities is markets of still or the appropriate offer companies. in technology The terms that committee of competes made revenue, with no market our changes capitalization to and the list of competitor companies in 2019.

PROXY STATEMENT r lni epnil o u inlcanpoutln ihnoraao uies h omte oe h financial the noted committee The business. analog line. our product within this line of product position chain strategic signal and our performance for responsible is lines. Ilan The product Mr. plans. these retirement of his position announcing strategic to and prior performance business financial processing the embedded noted our committee for responsible financial was the Delagi noted Mr. committee The business. line. analog product our this within of line position product strategic power and company. our performance the for of responsible management is financial Anderskouv the Mr. noted committee The officer. financial chief the is Lizardi targets. Mr. this performance making or other In formula the performance. any For individual apply company. assessing not the in did of below committee performance described the the factors assessment, individual to the officers’ according considered the judged committee considered was the committee Templeton officers, the Mr. officers, of executive performance named The the performance. for bonuses the setting Before nttl h omte eemndta Issrtgcpsto a teghndb aaeetsdcsosand decisions management’s by strengthened was position strategic TI’s that determined committee the total, In • in factory next the building by footprint 300-millimeter its expand to plans announced company the 2019, In • with relationships direct closer establish to capabilities new in that investing strategy been intentional has an TI is years, This several applications. past of the thousands Over of base diverse • a from come to continues revenue TI’s • AR(opudana rwhrt)i acltduigtefrua(nigValue/Beginning (Ending formula the using calculated is Value) rate) growth annual (compound CAGR oa hrhle eun(TSR) return shareholder Total nraei urel iiedrate dividend shareholders quarterly to in returned Increase flow cash free of % recs lwa frevenue of % as flow cash Free thereby 2019. wafer, in per actions produced being chips more of result generation. 300-millimeter the cash with is and associated advantage margins advantage cost improving cost This 300-millimeter inherent generation. on the prior semiconductors to versus Analog due technology of advantage volumes competitive high a manufacture remains to wafers capability in-house TI’s Texas. Richardson, programs consignment inventory directly as to well capabilities as services. distribution improved enhancements fulfillment the and e-commerce order new through and and in flowing website investments business include TI’s much customers customer distributors. as our direct fewer have support its not require expands distribution will will TI its company therefore As evolving the and customers. in years, channel with progress several of relationships further next assurance direct made the greater more TI over and 2019, establishing relationships service in with better strategy, align provide this better to of to TI part network allow As and benefits. needs other their among into supply, insight better provide to customers product. or customer market, single a on dependence prevents O O evc oEulr neeuiecmesto n oprt oennedt firm. data subscription governance a corporate using and generated compensation report executive a an from Equilar, obtained to are service percentages TSR three-year and One-year margin Operating TI total growth: Revenue 7preto Isrvnecm rmidsra n uooiemres pfo prxmtl 6percent 56 approximately from up markets, automotive and industrial from came revenue TI’s of percent 57 oeeal uuebcueo h nraigsmcnutrcneti hs akt.I 09 approximately 2019, 2018. In the in markets. for these industry in the content for semiconductor opportunity increasing growth the best of the because represent future markets percent foreseeable automotive 90 semiconductors. and than Processing industrial greater Embedded the 2019, and believe In Analog We with longevity. from products, and came of differentiation revenue thousands strong TI’s of offering of tens year, includes each portfolio added product products processing more embedded and analog broad TI’s /ubro years of 1/number iu 1. minus ...... EA NTUET 00POYSAEET27 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS ...... efrac summary Performance ...... 0.%106 average 110.6% 102.9% -er3-Year 1-Year 96 23.9% 39.6% 69 80.0% 16.9% 03 66 average 36.6% 40.3% 98 10 average 41.0% 39.8% 89 .%CAGR 2.5% -8.9%

PROXY STATEMENT 65% Equity Fair Value) Total (Grant Date 13% Compensation 19% Profit Sharing Bonus 3% Salary (Annual Rate) 7% 20192018 $ 1,300,0002017 $ 1,250,000 $ 259,167 $ 1,190,000 $2019 226,250 $ 3,550,000 $2018 237,601 $ $ 3,800,0002017 $ 660,000 $ 13,000,057 $ 3,625,000 $ 600,000 $ 12,000,110 $ $ 131,0002019 18,109,224 $ 500,000 11,000,014 $ $ 118,3332018 17,276,360 $ $ $ $ 16,052,615 950,000 $ 715,000 97,667 $ 1,000,0002019 675,000 $ $ $ $ 142,3332018 3,000,065 $ 2,400,097 850,000 $ 133,7502017 $ 730,000 $ 1,140,000 $ $ $ $ 4,741,065 715,000 $ 1,200,000 4,118,430 3,000,060 $ $ 145,7502019 700,000 3,800,062 $ $ 142,7502018 $ $ $ 3,800,103 $ 4,447,727 139,750 $ 980,000 $ 715,000 $ 1,150,000 5,797,395 $ $ 675,000 1,100,000 5,808,853 $ $ $ 142,333 3,600,031 3,600,079 $ $ 133,750 $ 1,140,000 3,600,090 $ $ $ 5,455,781 1,200,000 5,607,829 $ $ 3,800,062 5,539,840 $ 3,800,103 $ 5,797,395 $ 5,808,853 CEO Other NEOs * Average data for the named executive officers other than Mr. Templeton Bonus Base Salary Equity Compensation Profit Sharing * 20% ...... 72% 1% ...... The bonuses awarded for 2019the performance named are executive shown officers in were theperformance primarily table and the below. the result The applicable of differences market differencesat in level in companies the of the within amounts total officers’ the awarded cash level Comparator to compensation of Group. expected responsibility to and be related paid to similarly situated officers 28 TEXAS INSTRUMENTS • 2020 PROXY STATEMENT For Messrs. Templeton and Lizardi,2019, the reflecting “Total” an for effort 2019 to wasThe align higher compensation with than decisions the for shown projected 2018 above market primarily resulted range due in for to the similarly the following situated higher 2019 executives equity compensation in awards mix our in for comparator the group. named executive officers: R. R. Lizardi N. Anderskouv R. G. Delagi H. Ilan This table shows the annualcolumn rate shows of the base actual salary salary forcompensation paid each table, in named profit the executive sharing year. officer. and Thisaccordance In bonus table with the are has SEC summary aggregated separate requirements. compensation in columns Please table, thedate for see the column fair profit Notes “Salary” for value sharing 2 “Non-Equity was and and Incentive calculated. bonus. 3 Plan In to Compensation,” the the in summary summary compensation table for information about how grant OfficerR. K. Templeton Year Results of the compensation decisions Results of the compensation decisionsfollowing made table. by This the table committee is relatingsee provided to the as the data a named presented supplement executive in toinformation officers this the similar are form. summary to summarized Although compensation that in the table in the committee for the does investors table not who to target may ensure a find that specific it the level useful sum of to of total these compensation, elements it is, considers in its judgment, in a reasonable range.

PROXY STATEMENT i eieeto eray5 00 ess iad,Adrku n lnjie h opn fe 97adaenteiil to eligible not are and 1997 after company until the the plan in joined pension participates plan. Ilan benefit he benefit and defined and defined Anderskouv the 1997, the Lizardi, in in Messrs. in frozen participation 2020. participate were his 5, continue plan continued February to that Delagi on not or under Mr. retirement chose service benefits below. his Templeton of his described Mr. years to result, plan to plan. choice a contribution attributable contribution the As defined increase defined 1997 plan. enhanced benefit enhanced November benefit no an of defined (i.e., in as the frozen employees participating in benefits U.S. begin participating the plan gave and limit We their earnings) to 1997. have eligible which order in to in operated, In or participants change we products. plan, new which materials to the in and in plan markets semiconductors the participating origin, diverse as closed continue its the well we At in as plan, years. employers electronics, the many other defense of for by and cost plan offered consumer pension those included benefit with time defined consistent the qualified be at U.S. to a designed had was have plan we the maintain manufacturers, We U.S. employees. established U.S. other other retention. Like to for apply and that program rules benefits same competitive the a under have plans to retirement plans our these in participate officers executive The plans Retirement and policies compensation company’s the Benefits to and changes result material this any vote. the considered make advisory on committee to the voted The time to shares disclosed. this response the as at in of policies necessary practices percent and not 93 decisions was as Approximately compensation it policies 2019. the that and March of determined decisions in support compensation company in executive the cast company’s by were the issued matter on statement vote proxy advisory the an in cast disclosed shareholders our 2019, April In compensation executive on on vote binding advisory and stockholder final recent restated are Most policy the this after to months financial respect 12 the the with had committee during paid the officer been by such parties. have by determinations interested would received All all committee, profits awards. any the recover compensation of of to equity reimbursement judgment seeking under seeking the (b) period (a) in and fraud include that, reported whose may amount properly and officer action the been facts executive Such exceeding results the any restatement. officer review of such such will compensation for to committee the need paid the to the bonus misconduct, respect to to with contributed due appropriate misconduct the results considers willful Under financial it or compensation. TI’s actions equity of the and restatement take bonuses material and executive a circumstances of of back”) event (“claw the recoupment in concerning policy, policy a has committee The the is options In stock later. of if price day exercise grant. policy meeting The the Recoupment the action. of on committee date (ii) of effective or day the is released the on practice been on stock committee’s have effective TI the results them of results, the make price financial after to closing company’s day is the trading practice of second its release the months, the on other as (i) month effective plans same grants to the make due in to information falls of meeting release committee the the delay If or accelerate not do We units. stock grants. restricted equity or making options for retention. For stock of January. back-date purposes than not for other do and times We promotions at job executives with to units connection stock in restricted so year. or done and options has quarter stock it previous grant example, committee the may the for committee and results the board financial occasion, the our On of announce meetings we on January before dates The two The advance. or year. in week each years the meeting three in January set occur its generally generally at are compensation occur equity meetings for these decisions which grant makes Committee Compensation The in resulted grants 2019 equity in for award granted Process of awards (net Equity employees stock. all common to outstanding year company’s dilution. each the annual annual committee of net “Net the shares percent percent. by the 0.5 2 granted of under awards percentage compensation equity a equity under as from shares forfeitures) dilution of annual number net the keep means to dilution” is goal Committee’s Compensation The dilution Equity EA NTUET 00POYSAEET29 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS

PROXY STATEMENT 30 TEXAS INSTRUMENTS • 2020 PROXY STATEMENT Other benefits Executive officers receive only apaid few physical benefits and that financial are counseling. notcompany’s available In interest addition, to to all the allow other board Mr. U.S. ofthe Templeton, employees. directors summary at They has compensation his are determined table option, eligible that for to for forPerquisites” 2019 use a security for and company company- reasons, further “Potential aircraft it details. payments for is The upon personal in company termination air the provides or travel. no change Please tax in see gross-ups Footnote control for – 6 perquisites Termination of to – any of the executive officers. Health-related benefits Executive officers are eligible underinsurance. the These same benefits plans are as intended all to other be U.S. competitive employees for with medical, benefits dental, offered vision, in disability the and semiconductor life industry. Employee stock purchase plan We have an employee stockother purchase countries plan. may Under purchase the a plan,designed limited which to number our offer of shareholders the shares approved, broad-based of allalign the employee employees their company’s population in interests common an the with stock opportunity U.S. those at to andalso of a acquire certain eligible shareholders. 15 an to percent Consistent equity participate. discount. with interest The our in general plan the approach is company to and benefit thereby programs, executive officers are The executive officers’ deferred compensationoperating account assets. balances The are value unsecured of andThese the all alternatives deferred amounts are amounts remain identical tracks part to the ofdoes those performance the not offered of company’s guarantee to investment any participants alternatives minimum in selectedcompensation return the by are on defined the shown the contribution participant. in amounts plans the deferred. describedamounts summary In above. in compensation accordance The that table with company year. for SEC 2019 rules, because no no earnings “above on market” deferred rates were earned on deferred Deferred compensation Any U.S. employee whose basehis salary or and her management salary, responsibility bonus exceedof and a management profit certain or sharing. level highly Rules may compensated of defertax-efficient employees. the the manner. The U.S. receipt Eligible plan Department of employees allows of a include, Labor employees portionwith but to require of the are defer that benefits not the this packages limited receipt plan offered to, of be by the their limited other executive compensation to companies. officers. in a We a select have group the plan to be competitive Because benefits under the qualifiedearnings and (salary non-qualified and defined bonus), benefit an pensionincreases increase plans for in are Mr. salary calculated Templeton or on do bonus thehis not may basis benefits result result of under in in eligible those greater an plans benefits increasedefined were in for benefit frozen him benefits pension in under under plans. 1997. the the The Messrs. company’s plans.salary Lizardi, committee defined Salary and Anderskouv considers benefit or performance the and bonus pension bonus potential Ilan plans levels. do effect because not on participate the executives’ in retirement the benefits company’s when it sets In general, if an employeeabove) who dies participates after in having the met pensionthe the plan lump-sum requirements (including amount for an that normal employee the or whoseage participant early benefits of would retirement, are 55 his have frozen and or received as at her if described retired least beneficiary he effective 20 will or February years she receive of 5, had a 2020, employment, benefit retired so Mr. before equal the Templeton death. to lump is Having sum eligible already payment for reached option early the is retirement no under longer the available pension to plans. his Mr. beneficiary. Delagi Employees accruing benefits in theparticipate qualified in pension a plan, defined including contribution Mr.participate plan Delagi in that prior the provides to enhanced employer his defined matching retirement,plan contribution contributions. also provides plan, All are for in other eligible (i) which employees to a Messrs. areDecember fixed Templeton, eligible 31, employer Lizardi, to 2003 contribution Anderskouv or plus and (ii) an Ilan an employer participate. employer matching This matching contribution contribution for for employees employees hired hired on after or December before 31, 2003. The Internal Revenue Code (IRC)maintain imposes the certain desired limits level on of theplan. benefits, retirement Under we benefits the have that non-qualified non-qualified may plans, defined befor participants provided benefit the receive under pension limitations benefits a plans under that qualified for the would plan. participants IRC. ordinarily To in For be the additional paid qualified information under pension about the the qualified defined pension benefit plan plans, but please see “2019 pension benefits.”

PROXY STATEMENT opn’ nulrpr nFr 0Kfr21 n h opn’ rx ttmn o h 00ana etn fstockholders. of meeting the annual in 2020 included the be for CD&A statement the proxy that company’s directors the of and board 2019 the for management. to 10-K company’s recommended Form the has on with committee report (CD&A) the annual Analysis discussion, company’s and and Discussion review Compensation that the on discussed Based and reviewed report: has following committee the The furnished has directors of board the of Committee Compensation The determination compensation report of Committee “Analysis Compensation under discussed is 2019 it in compensation made equity grants compensation.” of of Equity purposes cost – reporting the 2019 financial of for for consideration cost Its the grant. considers to committee intends the as compensation, limit equity deductibility setting this When of impact employees,” the “covered considers compensation. corporation’s Committee of held Compensation determination publicly The its any officers. in to executive factor paid named one compensation our annual of of all deductibility includes tax which the limits law tax hedging Current or compensation options of other treatment or accounting buy), and to tax executive options of an (similar Consideration including “calls” employee, price), any fixed for a policy at TI sell to against stock is (options TI It “puts” on in prohibited. techniques trading are in officers executive engage our to by officer, Directly stock targets. TI these of reach sales guidelines. 25,000 to Short or the officers salary satisfying executive base toward as times count election three units their times is stock from four officers years restricted is executive five and CEO other have shares the for officers owned for guideline Executive guideline less. The The is less. officers. is whichever executive shares, whichever for shares, guidelines 125,000 ownership or stock salary established base has directors of board Our hedging while against transaction policy a event. and a such through guidelines after any company ownership months to the Stock 24 up with within remain leading terminated to period involuntarily employees the is encourage in stock grantee to distraction restricted the intended and if under are uncertainty IRC) issued terms employee are the These reducing shares of TI. and 409A of exercisable Section control by fully in become permitted change options extent grants terms, the for those (to terms Under awards change-in-control years. unit double-trigger later establishes and generally 2010 Plan in Incentive made review. Long-Term this 2009 executive on Instruments named based Texas the 2019 The for for compensation compensation annual lower retirement. the or following finalizing raise period before not receive transition programs did officers a these committee executive for of The the provided impact officers. that under is potential benefits described counseling the are additional financial reviews programs few that committee current other the except The as The of employment, terms company. None of same the control.” termination the of in after on control change continue benefits in or for change termination eligible a upon are or payments officers employment “Potential Executive of contract. termination employment upon an employees has U.S. officers executive the of None control in change or termination employment following Compensation aeaH ase,CarCri .CxMri .Craighead S. Martin Cox S. Carrie Chair Patsley, H. Pamela . EA NTUET 00POYSAEET31 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS

PROXY STATEMENT ($) (6) Total ($) All Other Compensation and Deferred Change in Nonqualified Pension Value Compensation Earnings ($) (5) ($) (4) Non-Equity Incentive Plan Compensation ($) (3) Option Awards Stock ($) (2) Awards ($) Salary 2019 $ 1,295,833 $ 6,500,045 $ 6,500,012 $ 3,809,167 $ 202,588 $ 326,1622019 $ $ 18,633,807 655,000 $ 1,500,058 $ 1,500,006 $ 1,081,0002019 $ 711,667 $ 1,900,053 $ — 1,900,009 $ 1,282,333 $ 125,6712019 $ $ 4,861,735 728,750 $ 1,800,028 $ 1,800,0032017 $ $ 1,125,750 — $ 1,954,075 698,750 $ $ 1,800,074 103,898 $ $ 1,800,0162019 $ $ $ 1,239,750 6,045 5,897,960 $ 1,491,494 711,667 $ $ 1,900,053 $ $ 7,414,651 1,900,009 $ 16,492 1,282,333 $ 7,046,576 — $ 68,153 $ 5,862,215 ...... The discussion of the assumptions2019 used financial for statements. purposes For of a thefiscal description valuation year-end of of 2019 the the table. grant awards The terms, granted2018 discussion see in and of the 2019 2017 the discussion appears appears assumptions following in in used the Noteyear Notes for outstanding 3 ended 3 purposes equity to December and of the awards 31, 4 the at 2018 respectively valuationfor (2018 to of the financial the the year statements), financial awards ended and statements granted December the in in 31, financial TI’s 2017 statements annual (2017 in report financial TI’s on statements), annual Form respectively. report 10-K for on the Formassumptions 10-K used for purposes ofstatements. the For valuation a of description options of grantedyear-end the in 2019 grant 2019 table. terms, appears The see in discussion the Noteand of discussion 3 2017 the following to appears assumptions the the in used outstanding 2019 Notes for equity financial 3 purposes awards and of at 4 the fiscal respectively valuation to of the the 2018 awards and grantedResults 2017 in of financial 2018 the statements, compensation respectively. decisions”officers for for the 2019. amounts of bonus and profit sharing paid to each of thecolumn named for executive deferred compensation. Theexecutive amounts officers’ in benefits this under column the representdefined qualified the benefit defined change pension benefit in plans the pension (TI actuarial planDecember Employees value (TI 31, Non-Qualified of Employees 2018, Pension the Pension through Plan named Plan) December and andand 31, TI the 2019 2019. Employees non-qualified present This Non-Qualified value “change Pension of in Planbenefit the the II) is pension actuarial from not benefit value” paid is accumulated until the as1997. age difference of Messrs. 65. year-end between Lizardi, Mr. by the Anderskouv Templeton’s the 2018 and benefits named Ilan under executive do the officer, not company’s assuming participate pension that in plans any were of frozen the as company’s of defined December benefit 31, pension plans. Chairman, President &Chief Executive Officer 2018 $ 1,131,252 $ 6,000,091 2017 $ $ 6,000,019 1,188,004Senior $ $ Vice 4,026,250 President 5,500,010 & $ 5,500,004Chief $ Financial 3,862,601 Officer $ 2018 166,278 $ $ 329,825 591,667 2017 — $ $ $ 1,200,084Senior 16,546,722 Vice $ $ President 1,200,013 418,612 $ 488,333 1,118,333 $ $ 2,000,047 17,576,224 $ 1,000,013 $ 947,667 2018Senior $ Vice President 668,750 $ — 1,900,088 $ 1,900,015 $ $ 1,333,750 77,072 2018 $ — $ 4,187,169 $ 713,750Senior Vice $ 60,814 President 1,800,071 $ $ 1,800,008 $ 1,292,750 4,496,874 — $ $ 2018 89,458 $ 1,877 $ 668,750 $ 5,892,061 $ 1,900,088 $ 1,900,015 5,500 $ 1,333,750 $ 5,613,956 — $ 51,813 $ 5,854,416 32 TEXAS INSTRUMENTS • 2020 PROXY STATEMENT Rafael R. Lizardi Niels Anderskouv R. Gregory Delagi (1) Haviv Ilan (1) Mr. Delagi retired from(2) the company effective February Shown 5, is 2020. the aggregate grant date fair value of restricted stock unit (RSU) awards calculated in accordance with ASC 718. (3) Shown is the aggregate grant date fair value of options calculated in accordance with ASC 718. The discussion of the (4) Consists of performance bonuses and profit sharing for 2019. See “Analysis of compensation determinations(5) for 2019 – The company does not pay above-market earnings on deferred compensation. Therefore, no amounts are reported in this Richard K. Templeton Name and Principal Position Year The table below shows thewho compensation were of executive the officers CEO, during thethe 2019 CFO company (collectively and in called each 2019. the of “named the executive other officers” three (NEOs)) most for highly services compensated in individuals all capacities to 2019 summary compensation table

PROXY STATEMENT 4 h xriepieo h pin stecoigpieo Icmo tc nJnay2,2019. 25, January on stock common TI of price closing the is options conditions the and of terms price the exercise on The information For Plan. Incentive (4) Long-Term 2009 company’s the under granted were the options under The made were awards These (3) awards. RSU were 2019 in officers executive named the to granted awards stock The equity for “Process under (described (2) board the of Committee Compensation the of policy grant the with accordance In (1) Ilan H. Delagi G. R. Anderskouv N. Lizardi R. R. Templeton K. R. Name 2019. in officers executive named the to awards plan-based of grants the shows table following The 2019 in awards plan-based of Grants and employees, U.S. eligible all to available programs from result which below, table the in amounts the (i) of Consists (6) fteeotos e h icsinfloigteottnigeut wrsa iclya-n 09table. 2019 year-end fiscal at awards equity outstanding the following discussion the see options, these of the see awards, table. 2019 RSU year-end these fiscal of at conditions awards and equity terms the outstanding on the information following For discussion Plan. Incentive Long-Term 2009 the company’s for 2019. results 23, financial January its on released results company these the released after company day The trading 2018. second year the and on fourth-quarter effective became grants the grants”), officers those to attributable an amounts and the counseling but Financial officers, plan. executive thresholds. dental named disclosure Lizardi) company’s other the Mr. the the below for in to were $23,174 participated available and who made financial Templeton employees were of Mr. all physical consisting for to executive Lizardi, ($20,099 made Mr. aircraft payment for company one-time $34,233 of forward. a and use carried and Templeton personal be Mr. physical, not for executive could $33,285 an that are: time counseling, benefits vacation personal unused and for perquisites payment The represents Delagi, Mr. For (b) for $5,600 of plan retirement contribution defined enhanced company’s the under contributions (i) of Consists (a) Ilan H. Delagi G. R. Anderskouv N. Lizardi R. R. Templeton K. R. Name the in detailed are and SEC the by established thresholds disclosure the meet below. that paragraph benefits personal and perquisites (ii) ...... ol ecnrbtdt h nacddfndcnrbto eieetpa,wihaon sas hw nte2019 the in that shown amounts also on is limitations amount IRC which offset plan, to retirement TI table. contribution by compensation for defined applied deferred $74,606 enhanced Ilan, non-qualified Templeton, the Mr. Mr. to for for $56,921 contributed $276,044 and be of Anderskouv, could amount Mr. additional for an $87,066 (ii) Lizardi, and Mr. Anderskouv and Lizardi Templeton, Messrs...... /51 1 /71 818$1,900,053 $ 1,800,028 $ 1,900,009 $ 1,900,053 $ 104.41 1,800,003$ $ 1,500,058 $ 104.41 1,900,009$ $ 86,122 6,500,045 $ 104.41 1,500,006$ $ 81,589 104.41 $ 86,122 6,500,012 18,198 $ 104.41 67,991 $ 17,240 1/17/19 1/17/19 (1) 1/25/19 18,198 294,627 (1) 1/17/19 1/25/19 1/17/19 (1) 1/25/19 14,367 (1) 1/17/19 1/25/19 1/17/19 (1) 1/25/19 62,255 (1) 1/17/19 1/25/19 1/17/19 (1) 1/25/19 (1) 1/17/19 1/25/19 1/17/19 (1) 1/25/19 (1) 1/25/19 Grant Date EA NTUET 00POYSAEET33 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS Committee aeof Date Action tc Awards: Stock nt # (2) (#) Units ubrof Number hrsof Shares l Other All tc or Stock Contribution 120$8,0 — 80,206 $ 11,200 $ 120$5,2 — 56,921 $ 11,200 $ ,0 413 $ — — — 92,666 $ 5,600 281,644 $ $ 11,200 $ 11,200 $ pinAwards: Option 401(k) pin # (3) (#) Options Underlying ubrof Number Securities l Other All Contribution Retirement ln(a) Plan Defined $S)(4) ($/Sh) Exercise Awards of Price rBase or Option Vacation ie(b) Time Unused wrs(5) Awards n Option and rn Date Grant arValue Fair fStock of

PROXY STATEMENT ($) (1) Vested of Shares or Market Value Units of Stock That Have Not Stock Awards Shares or Vested (#) Number of Units of Stock That Have Not Date Option Expiration Option Price ($) Exercise Option Awards Securities Number of Underlying Options (#) Unexercised Unexercisable — 86,122 (2)— $ 104.41 1/25/2029 31,222 (5) $ 18,198 (6) 52.93 $ 1/29/2026 2,334,621 23,617 (9) $ 3,029,825 — 294,627 (2) $ 104.41 1/25/2029 62,255 (6)— $ 7,986,694 — 67,991 (2)— $ 104.41— 30,329 (4) 1/25/2029 $— 7,494 (5) 79.26 14,367 $ (6) 1/26/2027 52.93— 86,122 — (2) $— 1/29/2026 1,843,142 $ 104.41 12,617 (8) 53,076— (4) 1/25/2029 $ 12,617 31,222 (8) $ (5) 1,618,635 79.26 $ $ 81,589 18,198 (2) (6) 52.93 1,618,635 1/26/2027 $ $ 104.41 1/29/2026 2,334,621 22,080 1/25/2029 (8) 23,617 (9) $ 2,832,643 17,240 $ (6) 3,029,825 $ 2,211,720 5,668 (9) $ 727,148 20,45753,075 61,371 (3) 53,076 $ (4) 110.15 $ 1/25/2028 79.26 1/26/2027 17,250 (7) $ 22,080 (8) 2,213,003 $ 2,832,643 64,600 193,803 (3) $ 110.15 1/25/2028 54,472 (7)12,920 $ 6,988,213 38,761 (3) $ 110.15 1/25/202820,457 10,895 (7) 61,371 (3) $ 1,397,720 $ 110.1519,380 1/25/202854,592 58,141 17,250 (3) (7) 54,592 $ (4) $ 110.15 2,213,003 $ 1/25/2028 79.26 1/26/2027 16,342 (7) $ 22,711 (8) 2,096,515 $ 2,913,594 166,807367,167 166,808516,440 (4) 122,390602,692 $ (5) 79.26525,000 $ 52.93 1/26/2027 — 1/29/2026 69,392 — (8) $ 92,576 — (9) $ 53.94 $ 8,902,300 $ 44.09 11,876,575 1/28/2025 $ 32.80 1/23/2024 1/25/2023 — — — — 134,878 — — 44,960 (5) $ 52.93 1/29/2026 34,008 (9) $ 4,362,886 Securities Number of Underlying Options (#) Exercisable Unexercised ...... exercisable on each of January 25, 2021, January 25, 2022, and Januaryon 25, each 2023. of January 25, 2021, and January 25, 2022. January 26, 2021. discussion of the assumptions used for purposes of the valuation appears in Note 3 to the 2019 financial statements. 34 TEXAS INSTRUMENTS • 2020 PROXY STATEMENT R. R. Lizardi H. Ilan (1) Calculated by multiplying(2) the number of RSUs by One-quarter the of closing the price shares of became TI exercisable common on stock January(3) on 25, December 2020, 31, and 2019 one-third ($128.29). One-third of of the the remaining shares shares became become exercisable on January(4) 25, 2020, and one-half One-half of of the the remaining shares shares became become exercisable exercisable on January(5) 26, 2020, and the Became remaining fully one-half exercisable become(6) on exercisable January on 29, 2020. Vesting date is(7) January 31, 2023. Vesting date is(8) January 31, 2022. Vesting date is(9) February 1, 2021. Vested on January 31, 2020. N. Anderskouv R. G. Delagi Name R. K. Templeton The following table shows the outstanding equity awards for each of the named executive officers as of December 31, 2019. Outstanding equity awards at fiscal year-end 2019 (5) Shown is the aggregate grant date fair value computed in accordance with ASC 718 for stock and option awards inFor 2019. additional The information regarding TI’s equity compensation grant practices, see the Compensation Discussion and Analysis. None of the options or other equity awards granted to the named executive officers was repriced or modified by the company.

PROXY STATEMENT nldstergtt eev iiedeuvlns hc r adanal ncs tart qa oteaon adto paid amount the to equal rate RSU a at Each cash date. terminated in is grant annually award the the paid after years unless are four date”) which dividends. “vesting approximately equivalents, in is (the dividend stockholders RSU date date receive Each vesting stated to awards. a the right RSU on general, the are stock In includes 2019 common below. year-end TI summarized fiscal of terms at share under awards one earlier equity receive outstanding to of right table the the represents in column Awards” “Stock The new the nominated or of elected majority have a awards office of in Stock change then (ii) directors or the of directors, of acquisition of majority (i) board a definition”). as the unless “pre-2010 options by period the pre-2010 approved 24-month (together, these transaction a directors is the in a in it control, defined through directors extent in is than of the change control” other board to the in stock the vested before “Change common fully days first. TI granted becomes 30 occurred of options option within have percent For the occurred to 20 occur. TI, has deemed to of cause) is were control for control event in (except in an in change termination change such then a employment employee if directors if upon reduce control, the and that to in of provide outstanding; intended change majority terms then are a a option the terms to unless stock of These up period the percent definition”). leading 12-month 2010, 80 (“Plan a period before least directors in the at new directors in 2009 or the of distraction Instruments stock of board and Texas voting election the uncertainty the the or of in of appointment majority provided percent a the as 50 of endorsed defined than change office for is more (ii) than control” of or (other in acquisition TI TI “Change (i) of with TI. upon assets employment of occurs from control and terminated in Plan involuntarily change Incentive is a Long-Term grantee after the months if 24 vested within fully cause) competition, become of 2009 case after in granted TI in Options to engages information. remedy officer confidential reasonable the our a if of the provide grants disclosure while and under or received retention earned employees options strengthen profits our for to back”) of addition, “claw intended solicitation TI In (or are solicits secrets. reclaim provisions or trade may These TI TI company conduct. with discloses the such competes grantee officer, grantee the executive the if an termination, or was employment company, grantee after another years for two work the to during employees if, cancelled be may 2012. Options after TI made of grants years to more applicable or not 10 is with provision 55 This age ** least at as 2012 after made awards equity of purposes for defined is eligibility Retirement * option of portion Exercisable option of portion Unexercisable promote to as provisions outstanding termination options these stock established to directors the relating terms. of on provisions competitive board beginning termination the offering year the of while per chart shows Committee retention percent the below Compensation employee 25 in chart The of summarized grant The 2019. increments provisions the grant. 31, in to on the December exercisable pursuant stock of of become earlier common date Options terminated TI the chart. is of of the price option anniversary following closing the first purchase paragraph unless the to years is the right 10 price in the is exercise and represents option The below which price. each of exercise of each term stated options, The the stock at date. non-qualified stock are common above TI table of the shares in shown Awards” “Option The awards Option evc ra es g 5 o wrsmd eoe21,tedfnto fnra reryrtrmn lgblt nterelevant the in eligibility retirement early or normal of definition benefits”). the 2013, pension “2019 before (see made applies awards plan For 65. pension age least at or service mlyetTermination Employment otne tp tp Stops Stops Stops term of end to exercisable Remains Continues emnn Disability Permanent ra es Months 6 Least at or eieetEiil * Eligible Retirement EA NTUET 00POYSAEET35 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS fe rn When Grant after u oDahor Death to due ih2 er fCeie Service, Credited of Years 20 with a es otsatrGrant) after Months 6 Least (at u o eieetEiil ** Eligible Retirement Not but mlyetTermination Employment oedo term of end to exercisable Remains emntsRmisexercisable Remains Terminates Employment Termination o Cause for o 0days 30 for te Circumstances Other fEmployment of Termination

PROXY STATEMENT on Vesting ($) Value Realized Payments During Last Fiscal Year ($) Stock Awards Number of on Vesting (#) Shares Acquired Benefit ($) Accumulated Present Value of Other Circumstances of Employment Termination Grant cancels; no shares are issued Value Realized on Exercise ($) Number of Service (#) Years Credited Option Awards 475,00 $ 40,318,25064,159 90,842 $ 4,100,137 $ 9,278,602 23,174 $ 2,366,992 104,198117,234948,610 $ 6,965,165 $ 5,447,933 $ 83,024,825 4,172 23,174 33,371 $ $ 426,128 2,366,992 $ 3,408,514 Number of on Exercise (#) Shares Acquired For Cause Grant cancels; no shares are issued Employment Termination TI Employees Pension PlanTI Employees Non-Qualified Pension PlanTI Employees Non-Qualified Pension Plan IITI Employees Pension PlanTI Employees Non-Qualified Pension PlanTI 16 Employees (3) Non-Qualified Pension 16 Plan (5) II $ $ 16 (3) 19 421,971 (4) (6) 34 239,993 (5) (6) $ — $ — $ 34 904,750 (3) (6) 260,349 7,841,814 (6) (6) — $ — — 1,378,652 (6) — ...... Employment Termination When Retirement Eligible or at Least 6 Months after Grant Due to Death or Permanent Disability 36 TEXAS INSTRUMENTS • 2020 PROXY STATEMENT R. K. Templeton (2) Name (1)R. G. Delagi Plan Name The following table shows thequalified present defined value benefit as pension of December planNon-Qualified 31, (TI Pension 2019, Employees Plan of Pension (which the Plan) governs benefit andgoverns amounts of non-qualified amounts earned the defined earned before named benefit after 2005) executive pension 2004)). and officers plansnamed In TI under (TI executive accordance Employees our Employees officer’s with Non-Qualified retirement SEC Pension eligibility requirements, Plancontinued or the II employment any amounts (which after increase shown December in in 31, benefits the 2019. that table may do result not from reflect the any named executive officer’s 2019 pension benefits R. R. Lizardi N. Anderskouv R. G. Delagi H. Ilan Name R. K. Templeton 2019 option exercises and stock vested The following table lists theexecutive number officers of in shares 2019 acquired and andmultiplying the the the value value number of realized of any as shares RSUs aon acquired that result the by vested of exercise the in option date. difference 2019. exercises For For between byof RSUs, option the the TI the exercises, exercise named common value the price stock realized value and on is realized the the calculated is market vesting by calculated price date. multiplying by of the TI number common of stock RSUs that vested by the market price In addition to the “Stockaward Awards” of shown RSUs in that the was outstandingterms, granted equity the in awards shares 1995. at will The fiscal be award, year-endterms issued for 2019 were to 120,000 table, designed Mr. shares Mr. to Templeton of Templeton provide in TI holdsbe a March common an fully tax of stock, deductible. benefit the vested In to year in accordance the after 2000.table. with company his Under SEC by termination the requirements, postponing of award this employment the award for related is any compensation reflected reason. expense in These until the it 2019 was non-qualified likely deferred to compensation These termination provisions are intendedthose to described promote above retention. for All stock RSUvests options. awards upon The contain involuntary terms cancellation termination provide and of that, clawbackdefinition. TI to provisions These employment the like cancellation, within extent clawback 24 permitted and months byoptions change-in-control after Section (to a terms 409A the change are of extent intended in the permitted control. to IRC, by Change conform the the RSU award in IRC) terms control and with is to those the achieve of Plan the stock objectives described above in the discussion of stock options. Vesting continues; shares are paid at the scheduled vesting date The table below shows the termination provisions of RSUs outstanding as of December 31, 2019.

PROXY STATEMENT eei.Tedsblt eei ada g 5i ae nslr n ou,yaso rdtdsrietepriiatwudhave would participant the service status. disability credited disabled a of and take years disabled, then bonus, become and and not 65 salary participant age on the age reaching based had to until is 65 prior 65 benefit age time age accrued to any at the accrued at of paid benefits receipt benefit accrued defer disability their to The receive choose benefit. to may choose participant at may the received disability Alternatively, have to 65. would due participant terminates the employment one whose is the Participants benefit than such lower time, is that benefit at annual benefit the retirement result, annual a an As 65. receiving factor. age begin retirement to early chooses an the and by which retirement reduced on early compensation takes birth, of individual of amount an year the If participant’s of the the TI) of on with years (based service consecutive of percentage based. highest years a is five less participant’s benefit the IRS, the Security of the and Social average by retire participant’s to the imposed to equal (ii) limit elects benefit and a participant retirement service to the annual credited up when an of bonus with years plus participant (i) salary a of base provide product participant’s to the intended by is multiplied plan percent qualified 1.5 will 70 the payment of for request age formula joint not the pension (v) do reaching The annuity, who after survivor life Participants year percent single annuity. the 50 (i) survivor of and are: percent April joint annuity 100 in (iv) of and benefits forms annuity, joint receive the life (vi) to payment, and and begin certain periodic annuity, 10-year smallest survivor lump-sum (iii) to percent a largest annuity, 75 choose of life and may order and Participants In certain thereafter. 5-year annuity. time (ii) of any forms annuity, of or six years termination of five retirement. at one with normal benefits or or age accrued payment early of of service. years for payment credited 60 eligible request of or were may year employment Delagi Participants one of Mr. with years and age 20 Templeton of with Mr. years age 2019, 65 of 31, at years December plan 55 of the at As of retirement employment. terms early the for under eligible participate retirement are to normal Participants eligible for not eligible are are 1997, participants of 30, Plan discussion November a after for payroll plans” U.S. Retirement the – joined “Benefits who See Employees plan. plan. plan. this pension the in benefit of defined purpose qualified and a origin is the Plan Pension Employees TI The Plan Pension Employees TI are shown benefits pension accumulated the of value present the calculate to Pension used Employees methods TI valuation the and in assumptions participate The to eligible became officer (6) executive named the Pension date Employees the TI on the began in service participate Credited to eligible became officer (5) executive named the date the on the began on service began Credited participate to Eligibility plan. the (4) in participate to eligible became officer the date the on began service Credited (3) or plans pension benefit defined the in participate to continuing between choice the given they were because employees plans U.S. pension TI’s benefit 1997, defined In company’s the of any (2) in participate not do Ilan and Anderskouv Lizardi, Messrs. (1) h o-ulfe eso ln a sdt eemn h rsn au fec upsum. for lump percent each 3.87 of and value Plan present Pension the Employees the determine TI produces to the rate the used for whichever for was percent Plans, percent plans 3.61 Pension 3.61 of pension of Non-Qualified assumption non-qualified assumption Employees rate the interest TI discount yield the A as of for bond amount. earned assumption percent corporate lump-sum benefit interest (PPA) 3.87 higher lump-sum (PBGC) 2006 and the Corporation of Plan of Guaranty Act Pension amount Benefit Protection Employees The Pension Pension TI to used. the the table is (i) (ii) this date either or statements, of that using percent financial purposes to determined 0.50 2019 for prior is the rules) termination 2019, to SEC for 31, 8 with assumption December Note accordance no of in (in and described assumed 65 are is age and retirement at purposes officer’s occur reporting executive financial named for a TI that by except used those as same the 3. Note in described as Plan 2004. 31, December at ceased above. and shown 3 service Note credited in of described years as the Plan Accordingly, than employment. longer of for year TI one by of employed completion been the have following Delagi 1 Mr. January and or Templeton employment, Mr. of months 18 of earlier compensation summary 2019 the 1997. in 31, included December are of benefits as earnings) Templeton’s Mr. eligible he for in (i.e., plan change table. frozen or contribution were service defined plans of the defined non-qualified years to the and to Contributions in qualified attributable participate the increase to under no chose benefits experience Templeton pension will Mr. accrued plan. his retirement Accordingly, contribution plan. defined contribution enhanced new a in participating participants. new to closed were plans these after TI joined EA NTUET 00POYSAEET37 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS 1 / 2 ntefr faniyrqie ne h IRC. the under required annuity of form the in

PROXY STATEMENT 38 TEXAS INSTRUMENTS • 2020 PROXY STATEMENT TI’s qualified and non-qualified pensionbeneficiary plans receives provide a that payment upon equal theplans to death had half of the of a employee the retirement-eligible retired benefit employee,added instead to the to of which employee’s the died. the reduced We employee amounts have wouldentitled the a have to beneficiary survivor been receive receives benefit entitled had under plan under the the that theretirement employee pension pays pension as retired plans, the of instead equals beneficiary December of the a 31, died. benefit lumpto 2019, Because sum the die. their Messrs. that, employee beneficiaries Templeton when would would and have be Delagi been eligible were for eligible benefits for under early the survivor benefit plan if they were TI Employees Survivor Benefit Plan Leaves of absence, including adiscussion bridge of to leaves retirement, of are absence, credited see to “Potential years payments of upon service termination under or the change non-qualified in pension control plans. – For Termination a – Perquisites.” Balances in the plans arepresent unsecured value obligations of of the the individual’s company.occurred. benefit For For would amounts such be under amounts, paid Plan the not I,awards pre-2010 later in at definition than the fiscal of event the year-end a of month 2019 change a followingthe table) in change the company applies. control in month occurred, For (see control, in the all the the which present amounts discussion thepracticable value accrued following change following of under the in the the this Outstanding control sale individual’s plan, equity of benefit if assets. would a For sale be amounts of distributed under substantially in Plan all a II, of lump no the sum distribution assets as of of soon benefits as is reasonably triggered by a change in control. In the event of death,death payment and under will both be plans in isthe the based month form on of of salary death. a and lump bonus, sum. years The of earliest credited date service of and payment age is at the the first time day of of the second calendar month following If a participant terminates dueunder to the disability, qualified amounts plan under commences. Plandisability For I benefit amounts will is under be reduced Plan distributed to II, when reflect distribution payment the is of payment governed the of by participant’s the Section benefit benefit 409A prior of to the age IRC, 65. and the Amounts under Plan I willAmounts be under distributed Plan when II payment will ofofficers be the are distributed participant’s among subject benefit the to under 50 the theany most requirements qualified lump-sum highly of pension distribution compensated Section plan payment officers 409A commences. under of of Plan the the II company, IRC. before Section Because the 409A the of first named day the executive of IRC the requires seventh that month they following not receive termination of employment. A participant’s benefits under PlanPension I Plan. and However, Plan the II IRS arenot limit calculated apply. on using Additionally, the the the amount same IRS of formulaOnce limit compensation as this on on described non-qualified the which above benefit amount a for amount of qualified theis has qualified pension TI subtracted been benefit benefit Employees from determined the may it. using participant be The the calculated maypayable resulting formula receive does to difference described does an is above, not individual multiplied the apply under by individual’s to the an qualified these non-qualified age-based plans. benefit factor plans. to obtain the amount of the lump-sum benefit TI has two non-qualified pensionbefore plans: 2005; the and TI the Employees TI Non-Qualifiednon-qualified Employees Pension defined Non-Qualified Plan benefit Pension (Plan Plan pension I), II plan. whichthe (Plan See governs qualified II), “Benefits amounts defined which – earned benefit governs Retirement pension amounts plans”participate plan, earned for in employees after a Plan who 2004. discussion I joined Each of or the is the(see Plan a U.S. purpose above). II. payroll of Benefits Eligibility after the are for November plans. paid normal 30, As in and 1997, with a early are lump retirement not sum. under eligible these to plans is the same as under the qualified plan TI employees non-qualified pension plans Leaves of absence, including adiscussion bridge of to leaves retirement, of are absence credited under to “Potential years payments of upon service termination under or the change qualified in pension control plan. – See Termination the – Perquisites.” The benefit payable in themay event be of in death the is form basedsecond of on calendar a salary month lump and sum following bonus, or the years annuity month of at of credited the death. service election and of age the at beneficiary. the The time earliest of date death, of and payment is the first day of the

PROXY STATEMENT atcpn a hsn h opn osntgaateaymnmmrtr nivsmns hr at diitr the administers party third A the investments. that on investments return the minimum of any program. performance guarantee compensation the not deferred by does company’s deferred solely company their determined The to are chosen. relating balance has instructions participant’s participant their a change on may Earnings participants daily. alternatives, compensation and investment F available Fund the 2060 among Index From Fund Lifepath 2035 BlackRock Index F, Lifepath Fund BlackRock 2055 F. Index F, Index Fund Lifepath Fund Lifepath Retirement BlackRock 2025 BlackRock Index F, Index F, Lifepath Fund Lifepath Fund BlackRock 2030 BlackRock 2045 Index F, Index Lifepath Fund Lifepath Far BlackRock 2050 BlackRock Australia, F, Index F, (Europe, Fund Lifepath (EAFE) 2020 BlackRock BlackRock Index F, F, Lifepath Fund Fund- Fund BlackRock 2040 Index Index F, 2000 Equity Fund Russell BlackRock Index Trust Fund-Lending, Equity 1000 Northern Index East) F, Russell Fund-Lending, 400 Fund Trust Index MidCap the Lendable Northern Growth Trust are Index Fund-Lending, 1000 Northern time, IMI Index Russell Lending, any ex-U.S. Bond Trust at ACWI Aggregate Northern changed MSCI Trust Fund-Lending, be BlackRock Northern Index may plans): Fund, Value which contribution Investment the alternatives, defined Term of (these the Short more party in Trust or third participants Northern one a to of by offered performance managed those the is as which same compensation of deferred each their funds, have mutual prior to following year choose calendar their could of the participants in percent 2019, 90 made During (ii) be earned. salary, must be base compensation will their defer compensation of to the percent Elections which 25 sharing. in (i) profit year to of the up percent to defer 90 to (iii) choose and may bonus, plan performance account. compensation the compensation deferred contributions deferred the matching his in IRS (ii) into Participants the and deferred of plan officer excess contribution executive in defined the are enhanced compensation that the to company account to related the compensation make make by deferred may may contributions employee’s company company and An the defer plan. contributions to the (i) elected of on has purpose limits employee the the of The discussion compensation 3. a eligible Note for contains in plans” described Retirement as – calculated “Benefits award, See RSU 1995 Templeton’s Mr. to attributable is $15,394,800 summary amount, the this in Of reported been have years prior (6) in company the by and officer executive plan named compensation a deferred by $771,370 contributed a amounts and All 3 Note in discussed (5) award RSU the on paid equivalents dividend of Consists (4) discussed, previously award RSU 1995 120,000-share the under paid equivalents dividend in Other $385,200 “All (a) the of: in Consists included are amounts These and plan. (3) Lizardi contribution Messrs. defined for the 2019; to in pursuant paid contributions bonus matching and Company salary their of portion (2) a include Ilan and Templeton Mr. for shown Amounts (1) Ilan H. Delagi G. R. Anderskouv N. Lizardi R. R. Templeton K. R. Name the and 2019. 2019 31, in December account of compensation as deferred compensation officer’s deferred executive his named of each amount to aggregate contributions shows table following The compensation deferred non-qualified 2019 eane steblneo i eerdcmesto account. compensation deferred his of balance for the officer is executive remainder named a was he extent the to disclosure. earned compensation year executive the SEC’s in the statements of proxy purposes filed previously in table compensation year)); distribution. the the account at of paid date are trading equivalents last the Dividend 2019. on stock. 2019 stock in common year-end common account TI at TI compensation on award of deferred dividends the price Templeton’s as of closing Mr. rate value the in same the the by gain of from multiplied $231,523 value 2018 is a the year-end RSUs (c) in at of and increase award number $4,054,800 the the a of cases, (b) value both employment; the (in of subtracting termination by after (calculated until award deferred RSU been has which of settlement table. compensation summary 2019 the of column Compensation” 2019. in paid salary their of portion a include Anderskouv ...... nLs Y()(1) ($) FY Last in Contributions 6,0 691$1353—$1,038,204 $ 616,316 — $ — 143,543 $ 78,632 $ 56,921 $ 74,606 $ 162,700 $ 52,400 $ 987$8,6 3,8 416$558,223 $ 54,196 $ (6) 133,584 17,433,129 $ $ (4) $1,156,570 (3) 4,671,523 $ 87,066 $ 276,044 $ 49,817 $ 190,875 $ Executive EA NTUET 00POYSAEET39 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS ———— — — —— nLs Y()(2) ($) FY Last in Contributions Registrant grgt Earnings Aggregate nLs Y($) FY Last in itiuin ($) Distributions Withdrawals/ Aggregate aac tLast at Balance Aggregate Y $ (5) ($) FYE

PROXY STATEMENT 40 TEXAS INSTRUMENTS • 2020 PROXY STATEMENT Survivor benefit plan The purpose of this plan,payments, along are with described the under formula “2019 forthe pension determining TI benefits the Employees – amount Health TI of Benefit Employees benefit, Trust. Survivor the Benefit form Plan.” of Amounts benefit distributed and are the paid timing by of Qualified and non-qualified defined benefit pension plans The purposes of these plansbenefit are and described the under timing “Benefits of –non-qualified payments Retirement plans are plans.” are described The paid, under formula respectively, “2019 for by pension determining the benefits.” benefits, TI The the Employees amounts forms Pension disbursed of Trust under and the the qualified company. and Bonus Our policies concerning bonus anda the bonus timing would of be payments awarded aretermination under described and other under is circumstances “Compensation subject and philosophy to in and the what elements.” Compensation amount Whether Committee’s would discretion. depend If on awarded, the bonuses facts are and paid circumstances by of the company. The following programs may resultprograms in have payments been to discussed a above. named executive officer whose employment terminates. Most of these Termination Potential payments upon termination or change in control None of the named executivesame officers terms has as an other employment U.S. contract employeesexecutive with upon officers the for termination company. any of They income employment areor or or eligible change excise change for in taxes in benefits that control. control on are For of generallycompensation payable a the the determinations discussion by company. for of the TI 2019 the executive does – impact as notcontrol.” Total of a reimburse compensation” these result and programs of on “Compensation payments the relating following compensation to employment decisions termination termination for or 2019, change see in “Analysis of Like the balances under theobligations non-qualified of defined the benefit company. pension For plans,under amounts deferred the earned compensation plan. and balances For deferred are amounts prior unsecured IRC, earned to if and 2010, the deferred a participant after change is 2009, in involuntarily distribution control terminated occurs, does within to not 24 the trigger months extent a after permitted distribution a by change Section in 409A control. of Change the in control is the Plan definition. In the event of theof participant’s the death, second payment calendar will month bepayments following in are the the distributed month form in of of accordance death. a with For lump the any sum participant’s other and valid circumstance the distribution resulting earliest election. in date termination of payment of employment, is the first day Amounts contributed by the company,election and on amounts file, earned will and be deferreddistribution distributed by dates in the for accordance participant deferred with for compensation the whichmay attributable participant’s there elect to election. is that a Annually a these participant’s valid participants distributions (i) distribution mayconsecutive be bonus elect years. in and separate Amounts the profit for form sharing which of anddeferral. no a (ii) valid lump salary. distribution sum Participants election or annual is on installments file to will be be paid distributed out over three a years period from the of date five of or ten A participant may request distributionemergency from withdrawal, the a plan participant in must theparticipants meet case pursuant the of to requirements an their of unforeseeable distribution Section emergency. elections 409A To and of obtain are the an subject IRC. unforeseeable to Otherwise, applicable balances are IRC paid limitations. to

PROXY STATEMENT noutr emnto ntfrcue ihn2 otsatracag ncnrlo Iwl h etn fsc tc pin and information options further stock for RSUs. such table and of 2019 options vesting year-end stock an the fiscal to upon will at relating Only TI awards provisions 2009. of equity control after control outstanding in granted in the change RSUs change following concerning and a discussion options after the stock months See of 24 accelerate. vesting within RSUs of cause) acceleration for no (not is termination there involuntary control control payment. in in of change change timing a See of the Upon plan. purpose and that the circumstances under of the balance discussion as the a well of for as Non-Qualified payment plans” plan Employees accelerated pension that TI have non-qualified of the would employees provisions is 2019, TI control 31, – in December benefits change at pension a control “2019 by in triggered change benefits A providing Plan. arrangement Pension or plan program, only Our to control continue will in options Change continue Stock will above. officer described effect. when executive plans in end the pension remain and retirement, non-qualified will leave to and RSUs paid bridge qualified and the the the the exercisable absence, of During under become of years end retirement). service 10 leave the to of least paid at (bridge years at the commence 55 accrue have to beginning age to and absence, before reached old of employment has years leave active officer 50 unpaid of executive least an day the at last include be her typically will or will officer his agreement executive on separation the company counted which the not in with are agreement employment absence separation of of a leave of paid case a the during In plans. individual pension an become non-qualified to to and paid continue qualified Amounts service will the vest. of options to under years stock benefits continue to officer’s will calculating credited executive RSUs when be the her will leave, or and period the his non-compete leave During and a The above. exercisable executive for company. described including exchange the plans level, in against pension grade termination, claims the job before of under certain absence release a of a above leave and employees paid commitment agreement, 12-month non-solicitation separation a a offered to be pursuant might resignation officers, a of case the perquisites In no Otherwise, retirement. following period transition employment. a of for termination officers after executive continue to provided is year. counseling the Financial of payment dividend last dividend the The after equivalents. payment dividend cash Perquisites receive single to a the right in following a company discussion include the the awards by in RSU annually described table. paid as 2019 are exercise awards year-end equivalents to RSU fiscal right outstanding at the under awards retain shares equity may receive outstanding terminates and employment options whose stock grantees granted termination, previously of circumstances the on Depending participant’s compensation the Equity to “2019 according company. under made the discussed are by is payments paid payments death, are depend of of distributed program timing case Amounts this The the election. under chosen. in distribution payable has except amounts and participant The compensation” the Compensation.” that deferred Deferred investments non-qualified – of “Benefits performance under the described on is solely plan this of purpose The plan compensation Deferred EA NTUET 00POYSAEET41 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS

PROXY STATEMENT Change in Control Cause) Retirement (not for Involuntary Termination Resignation; for Cause Involuntary Termination $ 5,748,262 (6) — — —————— —————— —————— —————— —————— — $ 1,038,204 — — — — — $ 2,038,329—————— —————— ——————— —————— — $ — 616,316 — — — — — — — $ 888,227 (6) — — — — —————— —————— —————— —————— — $ 558,223 — — — — $ 11,584,715 (8) $ 11,584,715 (8) — $ 11,584,715 (10) $ 11,584,715$ (10) 10,410,092 (8) $ 10,410,092 (8) — — — — — $ 522,241 (5)$ 11,040,639 (5) $ $ 175,582 (3) 5,311,367 (3)$ $ $ 10,061,046 22,260,459 (4) (11)$ 334,028 (4) $ 47,704,464 $ 22,260,459 (11) 10,061,046 $ (4) $ $ 334,028 46,019,601 (4) 10,061,046 (4) $ $ — 12,174,427 334,028 (4) $ $ — $ 334,028 22,260,459 (4) 46,019,601 (11) $ 22,260,459 (11) $$ 46,019,601 11,098,427 (11)$ $ 21,508,519 $ 11,098,427 (11) — 334,028 $ 22,546,723 — $ 2,973,357 (12) — $ 2,973,357 — — — — $ 51,148,582 (8) $ 51,148,582 (8) $ 15,394,800 (9) $ 51,148,582 (10) $ 51,148,582 (10) $ 15,394,800 (9) $ 7,205,280 (8) $ 7,205,280 (8) — — — — $ 1,039,516 (2)$ $ 609,677 (5)$ 524,741 (3) $ $ 211,455 (5) 1,037,568 (4) 244,684 (3) $ $$ $ 204,249,513 1,037,568 (11) (4) 139,436 (3)$ $ 257,258,743 484,158 204,249,513 (4) (11) $ $ $ 1,037,568 (4) 275,362 $ (4) 259,233,512 484,158 (4) $ $ $ — 17,191,888 275,362 (4) — 484,158 (4) $ $ $ $ 204,249,513 257,195,183 (11) $ 275,362 204,249,513 484,158 (4) (11) (4) $ 257,195,183$ $ 15,878,958 4,612,897 — (11) — $ 4,612,897 (11) — $ 234,369 (12) — — $ 11,818,177 $ 12,434,493 —$ 10,410,092 (8) $ $ 10,410,092 (8) 234,369 — — — — — — $$ 8,496,159 (11) 18,906,251 $ 8,496,159 (11) $$ 19,464,474 2,296,410 (2) $ — 939,216 (3) $ $ 1,779,353 — (4) 371,090 $ (12) $ 1,779,353 (4) $ 371,090 1,779,353 (4) — — — — — ...... their equity compensation awards as of December 31, 2019. Mr. Delagi retired from the company effective February 5, 2020. Pension Plan Pension Plan Pension Plan II Pension Plan II R. G. Delagi Total Pension Plan H. Ilan Total Pension Plan Pension Plan Pension Plan II Pension Plan Pension Plan II R. K. Templeton Total Pension Plan R. R. Lizardi Total Pension Plan Pension Plan Pension Plan II N. Anderskouv Total Pension Plan RSUs Stock Options Non-Qual. Defined Benefit Non-Qual. Defined Benefit Survivor Benefit Plan Deferred Compensation (7) RSUs Stock Options Non-Qual. Defined Benefit Survivor Benefit Plan Deferred Compensation (7) Qualified Defined Benefit Qualified Defined Benefit RSUs Stock Options Non-Qual. Defined Benefit Non-Qual. Defined Benefit Survivor Benefit Plan Deferred Compensation (7) RSUs Stock Options Non-Qual. Defined Benefit Non-Qual. Defined Benefit Survivor Benefit Plan Deferred Compensation (7) Qualified Defined Benefit Qualified Defined Benefit Non-Qual. Defined Benefit Non-Qual. Defined Benefit Survivor Benefit Plan Deferred Compensation (7) RSUs Stock Options Qualified Defined Benefit Non-Qual. Defined Benefit 42 TEXAS INSTRUMENTS • 2020 PROXY STATEMENT (1) Messrs. Templeton and Delagi were retirement eligible for purposes of TI’s defined benefit pension plans and under the terms of H. Ilan Form of Compensation Disability Death The table below shows asnamed of executive December officers. 31, 2019, the potential payments upon termination or change in control for each of the R. K. Templeton (1) R. R. Lizardi N. Anderskouv R. G. Delagi (1)

PROXY STATEMENT oietf h eino h nulttlcmesto falorepoes swl st eemn h nultotal annual and the adjustments determine assumptions, 2017: to material in as and employee well methodology median as following the employees, the identify our used to all we estimates of employee,” compensation “median total the annual of the compensation of the for median compensation the 2019 identify the To identified using employee made the been of has circumstances calculation the ratio 2017. a in pay in in change the identified result no Accordingly, employee would been 2017. median that has in arrangements there employee compensation Further, median employee disclosure. the or ratio as population pay employee the company’s in 1. the to change in 227 significant of change approximately compensation no was total been employees annual has all The the There of $82,034. of compensation was ratio total CEO), the annual our information, the than this of (other on median company Based the our $18,655,972. to of was CEO employees CEO our all our of of compensation compensation total total annual annual of median the 2019, For ratio TI Pay of price closing the and options in-the-money exercisable all of price grant the between difference the as TI Calculated of price closing (12) the and options in-the-money outstanding all of price grant the between difference the as closing Calculated the by termination (11) such at held RSUs outstanding of number of the as multiplying stock by common calculated TI eligibility, of retirement price to closing Due the by (10) RSUs vested 120,000 discussed previously the multiplying by Calculated (9) 2019 31, December of as stock common TI of price closing the by RSUs outstanding of number the multiplying by Calculated (8) in shown amount The immediately. payable becomes balance compensation deferred date. participant’s payment a possible death, earliest of the event assuming the plan Plan, In the Pension of Benefit terms Defined the Non-Qualified (7) by the required of as case Calculated the in 65, age (6) at assuming payable plans benefit the lump-sum of the terms is the shown by amount required The as calculated 2019, 31, (5) December of as benefit accrued the the of of terms value the Lump-sum by required as calculated (4) beneficiary officer’s executive the to sum lump a in payable benefit the of Value (3) as termination of event the in officer executive named the to 65 age at payable benefit lump-sum the is shown amount The (2) so hsdt,orepoe ouaincnitdo prxmtl 993idvdaswriga h opn and company the at working individuals employee.” 29,973 “median approximately the of identify consisted would population we employee which our upon date, date this the of as As 2017, 5, October • selected We • omnsoka fDcme 1 09(182) utpidb h ubro hrsudrsc pin sof as options such under shares of number the by multiplied 2019. ($128.29), 31, 2019 31, December December of as stock of common as options such under shares of number the by multiplied 2019. ($128.29), 31, 2019 31, December the December to of according as shares stock out common pay and effect in stay awards RSU ($128.29). 2019 31, December of schedule. as vesting stock common TI of price ($128.29). 2019 31, December by held award of RSU as outstanding RSUs unvested additional of an their number of to the table according for that vest 2019” following to year-end discussion Templeton. continue fiscal related Mr. will at the awards awards and outstanding equity 2019, all “Outstanding 31, death, under December or table disability first to the due See termination terms. of event the In ($128.29). as election table. distribution compensation For participant’s deferred plan. the non-qualified compensation with 2019 deferred accordance the in non-qualified following distributed the narrative are under the balances 2019, in 31, death, discussed December than of other as events balance separation the all is “Death” titled column 2. Note the in described those as same the are used assumptions The II. Plan of case the in service from separation or date. factor. payment survivor possible percent earliest receives 50 the beneficiary and the joint death, age-applicable of the event by the reduced in benefit, that accrued provides participant’s plan the The of date. percent payment 50 possible earliest the to assuming 6 plan Note in described are assumptions and lump-sum 2019 age-65 for the statements as financial table. same disability audited benefits the his company’s pension are of the 2019 amounts payment for the these request purposes not calculating reporting does in financial officer used for executive assumptions used named The 65. the assuming age disability, until to benefit due 2019, 31, December of osldtdsbiire,ecuigepoeso evso bec h r o xetdt eunt work. to return to expected not are who absence of leaves on employees excluding subsidiaries, consolidated EA NTUET 00POYSAEET43 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS

PROXY STATEMENT Mark A. Blinn, Chair Todd M. Bluedorn Jean M. Hobby employees. Salaries were annualized forwho all were permanent on employees an who unpaid were leave employees of for absence less during than a therequirements portion full of of fiscal Item the year 402(c)(2)(x) year. or of(estimated Regulation for S-K, the including employee the and value the of employee’s the eligible employee’s dependents) health and andto retirement-related welfare U.S. benefits. benefits dollars. • To identify the “median employee,” we used base salary and profit sharing• information, each of We which identified is and paid calculated to the all elements of the median employee’s compensation for• 2017 in accordance We with applied the the exchange rate that we utilize in our payroll system, as of the identification date, to convert foreign currency 44 TEXAS INSTRUMENTS • 2020 PROXY STATEMENT The members of the Auditcompany’s Committee independent and registered the public board accounting believethe that firm board is the asks in continued the the retention stockholders best ofAudit to interest Ernst Committee ratify of & will the the Young consider appointment company to whether of and serve it Ernst its as should & investors. the appoint Young. Consequently, another If the independent stockholders registered do public not accounting ratify firm. the appointment, the The lead audit partner onThe the Audit TI Committee engagement Chair serves and no management more have than direct five input consecutive into years the in selection that of role, the in accordance lead with audit SEC partner. rules. TI has engaged Ernst &over Young 60 or years. a In predecessor order firmaudit to to assure of serve continuing TI’s as financial auditor the statements independence, company’s should independent the be registered Audit conducted public Committee by periodically accounting another considers firm firm. whether for the annual The Audit Committee of theof board the has work the of authority TI’s andindependent independent responsibility registered registered for public public the accounting accounting appointment, firm firm. compensation, for The retention 2020. Audit and Committee oversight has appointed Ernst & Young LLP to be TI’s Proposal to ratify appointment of independent registered public accounting firm Based on the review andfinancial discussions statements referred be to included above, in the the committee company’s recommended annual to report the on board Form of 10-K directors for that 2019 the for audited filing with the SEC. The committee has received theby written the disclosures applicable and requirements the of letteraccounting the from firm’s Public the communications Company independent with Accounting registered the Oversight publicfirm’s Audit Board, accounting independence. Committee regarding firm concerning the required independence, independent and registered has public discussed with Ernst & Young the The committee has discussed withspecified the by independent auditing registered standards public together accounting with firm, guidelines Ernst established & by Young, the the SEC required and communications the Sarbanes-Oxley Act. The committee has reviewed andaudited discussed financial with statements management and and (2) theaccounting management’s independent firm’s report accounting related on firm, opinions. internal as control appropriate, over (1) financial the reporting and the independent As noted in the committee’scompany’s charter, independent TI registered management public is accounting responsiblecommittee firm for are is preparing in responsible the no for company’s way auditing financialany designed the statements. special to financial The assurances supersede statements. with or The regard alter activitiesaudits to those of performed TI’s traditional the by financial responsibilities. the statements, The independent nor committee’s registered does role public it does accounting involve not firm. a provide professional evaluation of the quality of the Audit Committee report The Audit Committee of the board of directors has furnished the following report: The annual total compensation ofadding our in CEO the is value the of amountbenefits. health reported This and in resulted welfare the in benefits “Total” annual (estimated column total for of compensation our our for CEO 2019 purposes and summary of compensation his determining eligible table, the dependents) ratio and in retirement-related the amount of $18,655,972.

PROXY STATEMENT eeottnig hsi h nycaso aia tc nildt oea h etn.Ec odro omnsokhsoevote one has stock common of holder stock Each common meeting. TI the 2020, of at 24, shares vote February 933,685,482 to on 2020, entitled business 24, stock of February capital held. close of of share the As class each at meeting. only for stock the the common of is the adjournment This of any outstanding. record or were of meeting holders the meeting, at annual vote of may notice the in stated As securities Voting information Additional company’s the as LLP Young & Ernst of appointment 2020. the for of firm ratification accounting FOR public vote registered a 2019. independent recommends during directors Young of & board Ernst The by provided services all pre-approved Chair its or Committee Audit meeting. and The scheduled Committee next Audit Committee’s the Audit to to the delegate decisions at not pre-approval decisions Audit does reports such the Committee Chair of of Audit The ratification meetings (the services). seeks scheduled Chair pre-approve regularly its to between to responsibilities arise authority its may pre-approval management that delegated services has for committee requests the time-sensitive from Committee, to fees respond related firm to and the order services by In pre-approved date of to list provided the services revise determinations. the may subsequent specifically basis Committee on Committee quarterly Audit based Audit a The time, the least services. to unless at those time pre-approval, on for of reviews incurred to date Committee fees services the Audit the specific from The and Exchange the months period. Securities indicating 12 different the documentation is a of detailed pre-approval for 14A receives any provides Schedule committee of in the term defined categories, The consideration as those provided. deems for (each in be it Committee Other listed as Audit All service and, the and each reviews to Tax For Committee presented Audit-related, Act). Audit are Audit, The fees categories: Committee months. estimated following Audit 12 and the the next services in to the The present over services. audits firm those internal the pre-approves of by appropriate, director performed the be and to firm expected accounting services public registered firm’s independent the the impair Annually not the does by services performed such be of to provision services the non-audit that and assure audit to independence. the firm pre-approve accounting to public required registered is independent Committee Audit The policy. Pre-approval training. and audit tax Foundation and TI filings) Other: All tax-related other and returns tax matters. income tax of foreign review and and U.S. (preparation on compliance advice tax for services professional Tax: or local-government with compliance subsidiaries. to non-U.S. relating various procedures for certification standards and regulatory audits other public plan with benefit assistance employee 10-Q, including Form Audit-related: on reports consultations. reporting, accounting financial and over internationally control required internal audits of statutory audit offerings, the debt including audit, annual our Audit: follows: as were provided services The Other All Tax Audit-Related Audit below: described not. are do company they the date, to this Young of & as Ernst that, by indicated provided have meeting. services they annual so; for the do fees at to questions The desire appropriate they to if respond statement to a available make and to present opportunity be the to have expected They are Young & Ernst of Representatives ...... EA NTUET 00POYSAEET45 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS 500$24,000 $ 811,000 3,313,000 $ $ 25,000 $ 10,166,000 $ 1,515,000 $ 763,000 $ 9,925,000 $ 092018 2019

PROXY STATEMENT Percent of Class Percent of Class ** * 7,150 * 27,04429,863 * * 54,68967,437 * * 15,19012,959 * * 426,942 * 157,451 * 205,598254,424 * * 136,527 * 103,403 * 6,860,565 * 4,001,474 (2) * 88,492,620 (1) 9.49% 69,284,496 (2) 7.43% Shares Owned at December 31, 2019 Shares Owned at December 31, 2019 ...... Street ...... nd ...... one-time initial grant of restrictedhis stock election units to with the a board, grantwill Mr. date be Hsu value determined will of on receive $200,000. April a Accordingly, 1 restricted on (the stock April date unit 1, of grant 2020, the with the grant). a date value of of $200,000. The number of shares sole dispositive power for 86,867,181 and shared dispositive power for 1,625,439 of these69,284,496 shares. shares. 46 TEXAS INSTRUMENTS • 2020 PROXY STATEMENT H. Ilan * less** than 1 percent. Starting in 2020, the board approved a change in a new director’s one-time initial grant. New directors will now receive a R. E. Sanchez R. G. Delagi All executive officers and directors as a group (4) T. M. Bluedorn J. F. Clark C. S. Cox P. H. Patsley R. K. Templeton N. Anderskouv Directors (1) M. A. Blinn Name Security ownership of directors and management The following table shows theexecutive beneficial officers ownership and of directors TI as commonobtainable a stock group. within by Each 60 directors, director days, the shares and namedfootnotes subject named executive to to executive officers the RSUs officer and table) and has all and shares solemember sole credited voting if investment to power a power deferred (except director with compensation for or respect accounts shares of executive to as TI officer the detailed common has shares in stock. disclaimed owned. the beneficial The ownership. table No excludes director shares or held executive by officer a has family pledged shares New York, NY 10055 The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 BlackRock, Inc. 55 East 52 (1) According to its Form 13G filing, The Vanguard Group(2) has sole voting power According for to 1,447,839, its shared Form voting 13G power filing, for BlackRock, 261,417, Inc. has sole voting power for 59,220,983 shares, and sole dispositive power for M. S. Craighead J. M. Hobby M. D. Hsu R. Kirk Management (3) R. R. Lizardi Name and Address The following table shows theof only the persons company who by have virtue reportedto of beneficial either filing ownership vote a of those schedule more shares 13G than or with 5 dispose the percent of SEC. of them. Persons the More generally common than “beneficially stock one own” person shares may if be they considered have to the beneficially right own the same shares. Security ownership of certain beneficial owners

PROXY STATEMENT .Teaon novdeceso sepce oece 1000i iclya;and year; fiscal a in $120,000 exceed to expected is or exceeds participant; involved a amount be The will or is subsidiary TI 2. any or TI policy The transaction. person executive related and 1. any directors related TI with written that connection a states in which: have policy below in we The specified transactions interest, directors. ratifications to of of or applies directors conflict board approvals TI a the the to create by obtain related to approved should persons appearing been officers with or has or creating that TI of policy of risk transaction officers heightened person executive a and present directors officers with executive transactions and company that believe we Because transactions person Related Includes: (4) are: above shown Mary owned and shares Richard the the in by Included held shares 722,701 and (3) account 401(k) Templeton’s Mr. to credited shares 13,079 Includes (2) are: above shown owned shares the in Included (1) d 828sae rdtdt eti o-mlyedrcos eerdcmesto cons hrsi deferred in shares and accounts; 35-36; compensation and deferred 17 directors’ pages non-employee see certain RSUs, to these credited of shares terms 78,288 the for awards; RSU to (d) subject shares 1,084,894 accounts; 401(k) (c) to credited shares 25,909 days; 60 within (b) obtainable shares 4,545,264 (a) Ilan H. Delagi G. R. Anderskouv N. Lizardi R. R. Officer Executive shares. Foundation’s the of in value interest a pecuniary with no grant has unit Templeton stock Mr. restricted foundation. a charitable receive a will Foundation, Hsu Templeton Mr. board, the to election his of service. date of the termination 2020, director’s 1, the April following On issued are accounts compensation (c) deferred in shares The (b) director’s the upon generally stock common TI in settled are 2007 before granted RSUs directors’ non-employee The (a) Templeton K. R. Sanchez E. R. Patsley H. P. Kirk R. Hsu D. M. Hobby M. J. Craighead S. M. Cox S. C. Clark F. J. Bluedorn M. T. Blinn A. M. Directors opnainacut r sudfloigadrco’ emnto fservice. of termination director’s a following issued are accounts compensation grant). the of date (the 1 April on determined be will shares of number The $200,000. grant the of anniversary fourth age the retirement upon company’s generally the stock reached common has TI or in years settled eight are least 2006 date. at after served granted has RSUs she directors. or for he provided service of termination ...... EA NTUET 00POYSAEET47 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS ihn6 Days 60 within ihn6 Days 60 within ,8,5 9,9 — 398,695 2,586,757 Obtainable Obtainable 7,7 81,145 81,145 90,301 — — 12,205 173,279 320,934 120,225 Shares Shares 556—56,164 — 65,546 0626879,502 2,892 6,867 5,014 40,662 40,662 7847045,025 7,014 17,824 75970449,772 7,014 2,537 77,569 30,160 67,567 ,3 ,5 — — 2,957 1,133 3,864 3,286 ,3 ,2 — 5,125 7,834 ,0 1158,609 11,135 7,300 c — (c) — i hrs (a) Shares) (in rdtdto Credited Account Shares 401(k) RSUs Compensation cons(b) Accounts i Shares) (in oDeferred to Credited Shares RSUs

PROXY STATEMENT GSR Committee GSR Committee Chief Compliance Officer in consultation with the Chair of the GSR Committee Arrangement Involving:Executive officer who is alsoImmediate a Family member Member of of the such TIwhich person, board, any or an of an the entity foregoing in ownership has interest a 5 percent or greater Approval Required by: Chair of the GSR Committee,or chief her compliance Immediate officer, Family any Members, ofthe or his foregoing an entity has a in 5 which percent any or of greater ownershipAny interest other director or executiveMember officer, of an such Immediate person, Family orforegoing an has entity a in 5 which percent any or of greater the ownership interest A 5 percent holder GSR Committee stockholder, or, if the 513D percent filed stockholder under is the not SEC a(individually rules natural or and person, collectively, regulations any a by person “5 the or percent 5 entity holder”); percent designated or stockholder in as the having Form an 13G ownership or interest(a) in is TI employed, stock or of which someone listed in (a) is a director, principal or partner. transaction of a TI director, executive officer or 5 percent holder is their position as such; (a) A TI director(b) or executive officer, or an A Immediate stockholder Family owning Member more of than a 5 director percent or of executive the officer; common stock of TI or an Immediate Family Member(c) of such An entity in which someone listed in (a) above has a 5 percent or greater ownership interest, by which someone listed in • Compensation paid to a TI director or executive officer for services as such, or where the sole interest in a related person 48 TEXAS INSTRUMENTS • 2020 PROXY STATEMENT The board has determined thatthem the approved: following types of transactions pose little risk of a conflict of interest and therefore has deemed The chief compliance officer willtransaction provide brought periodic to reports the to attention thenot of committee approved the on pursuant chief related to compliance person the officer transactions. process or Any set of related forth which person above the shall chief be compliance terminated officer as becomes soon aware as that practicable. is No related person arrangement willcompany be and approved its unless stockholders, it as is the determined approving to body be or in, persons or shall not determine inconsistent in with, good the faith. best interests of the The approving body or personsbut will not consider limited all to: of the theother benefits relevant sources to facts for the and comparable company circumstances products of availableor or the to to services; arrangement; them, employees the the including generally. terms impact (if of The on applicable) result the primary a of arrangement; consideration director’s undue and is independence; influence whether the the from terms the availabilitydecisions the available transaction of or related to between actions person unrelated TI of or third and the (b) parties thethat director could related may or adversely person come executive influence (a) in officer or was conflict in appear the with meeting to responsibilities TI adversely to responsibilities influence TI. or the create judgment, obligations to other organizations The required approvals are as follows: No member of the GSRany Committee of will his participate or in her the Immediate consideration Family of Members a is related the person related arrangement person. in which such member or The policy specifies that arelationship related (including person any transaction indebtedness includes, or but guarantee is not of limited indebtedness) to, or any any financial series of transaction, similar arrangement transactions or or arrangements. For purposes of the policy,mother-in-law, an father-in-law, “Immediate son-in-law, Family daughter-in-law, Member” is brother-in-law,employee) any sister-in-law sharing child, or the stepchild, any household parent, person of stepparent, (other a spouse, than TI sibling, a director, tenant executive or officer or 5 percent holder. 3. Any of the following (a “related person”) has or will have a direct or indirect interest:

PROXY STATEMENT real rmsm tchlesi rxe r o rmtyrcie.W aeas ie ereo n.t siti the in assist to Inc. expenses. Georgeson hired out-of-pocket also plus have $12,500 fax We of telephone, cost received. by a promptly personally, at not proxies proxies are solicit of proxies may if solicitation TI stockholders of some employees from and email, officers or directors, compensation, reimburse additional proxy will shares. receiving these We our Without proxies. sending of these in holder soliciting incur beneficial of they a cost expenses are the reasonable you pay for if will fiduciaries you TI and to directors. nominees materials of custodians, board other our and of houses behalf brokerage on made is solicitation The a as served officers solicitation executive Committee. of or Compensation Cost directors the served whose of under TI of member disclosure of one a officer requiring entity, or executive relationship another directors No any of of S-K). had committee board Regulation (iii) compensation our of or the of 404 TI of member (Item of member transactions officer or committee person an director No related formerly a Committee. of was as Compensation disclosure (ii) the TI, governing on of rules served employee SEC’s Patsley or the and officer Cox an Mses. was and (i) Craighead member and Carp Messrs. 2019, During participation insider and interlocks human committee company’s Compensation the with was consistent compensation basis their a and on TI, determined at was employment manufacturing and sons’ and employees policies. his facilities situated resources regarding our similarly decisions in of any employed that in were with involved President) consistent Vice not was (Senior Delagi Delagi Mr. Gregory R. organizations. of sons two 2019, During rnatosivligteepomn fa meit aiyMme faT ietro xctv fie fsc director such if officer executive or director TI a of Member Family Immediate an of employment the involving Transactions • TI the of relationship only the where entity an to Foundation TI the or TI by endowments or grants contributions, Charitable • their or officer, executive or director TI a of relationship only the where business of course ordinary the in Transactions • or from: indenture only trust arising a person under related trustee a registrar, of agent, Interests transfer a funds, as of • services depository of bank rendering a the as involve services bids, involving competitive Transactions by determined are • involved charges or rates the where Transactions • h meit aiyMme n uhhrn,promneeauto rcmesto sdtrie nabasis a on determined of is compensation compensation policies. or or resources evaluation evaluation human performance performance TI’s hiring, hiring, with the such consistent regarding and decisions Member the Family in Immediate participate the not does officer executive or matching contribution recipient’s charitable the stock, non-discretionary of TI under percent in payments 2 investments and or from Program and $200,000 solely Award programs; of executive arising Director greater an payments TI the as exclude the exceed than “Payments” under not (other year. payments do employee that year or for fiscal trustee revenues the a gross for as consolidated is payments Member, aggregate Family the consolidated Immediate if entity’s their officer) the or of officer, transaction percent executive the 2 or of or director terms $200,000 the of negotiating greater in the involved exceed not not year; beneficial is do that percent officer year for 10 executive fiscal revenues a or the gross than director for less TI involved and/or the amounts officer) (i) (ii) executive if and an entity than other (other the employee of an owner as is Member, Family Immediate O O O O authority; governmental or law with conformity in fixed services; charges similar or rates at utility, public or carrier, contract or common hi oiina ietro nte oprto rorganization; ownership or total corporation the another of of percent director other 5 a the than as all less position with is their combined above, partnership; when 3(a)-(c) limited interest, in the ownership specified of such that individuals interest of and other equity partnership, the outstanding a of the in interests of partner ownership percent limited 5 a the than as with less interest combined is an when above, ownership, 3(a)-(c) that in and specified transaction individuals party; the other to the party all another of in ownership ownership indirect or direct the h wesi fT tc n l odr fta ls fsokrcietesm eei naport basis; pro-rata a on benefit same the receive stock of class that of holders all and stock TI of ownership the EA NTUET 00POYSAEET49 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS

PROXY STATEMENT Proxy Materials) (and Not for Inclusion in Other Proposals/Nominees to be Presented at 2021 Annual Meeting No earlier than December 24, 2020, and no later than January 23, 2021 (Proxy Access) in 2021 Proxy Materials No earlier than October 11, 2020, and no later than November 10, 2020 Director Nominees for Inclusion 2021 Proxy Materials On or before November 10, 2020 Proposals for Inclusion in When proposal must be received by Texas Instruments 50 TEXAS INSTRUMENTS • 2020 PROXY STATEMENT To reduce the expenses ofto delivering deliver duplicate only materials, one we set takeaddress of advantage unless proxy of otherwise materials the requested. (or SEC’s one If “householding”materials, you Notice rules you share of that may an Internet permit request address Availability us a with ofTexas separate another Proxy Instruments copy Materials) stockholder Incorporated, at to and no P.O. stockholders have Box cost who receivedmeetings, 660199, to share only you MS you an one may 8657, by set request Dallas, calling of separate TX Investor these multiple materials, 75266-0199, Relations copies, or Attn: at by request Investor (214) calling that Relations. 479-3773 (866) we For or 540-7095 send future by or only annual writing writing one to to set Investor of Relations materials at to the you address if given you above. are receiving Stockholders sharing the same address Stockholders voting via the internetcharges should from understand telephone that companies there and may internet be access costs providers, associated that with must electronic be access, borne such by as the usage stockholder. Stockholders with shares registered intelephone the and name internet of voting a brokerage options.benefit firm These plan or programs participants. bank. may Check differ A the number fromavailable information the of to forwarded brokerage program you. by provided firms your and to bank, banks registered broker offer stockholders or and other holder of record to see which options are The telephone and internet votingtheir procedures voting are instructions designed and to to authenticate confirm stockholders’ that identities, stockholders’ to instructions allow have stockholders been to recorded give properly. Registered stockholders and benefit plantransfer participants. agent) Stockholders and with participants shares who registered(within beneficially directly the own with U.S. shares Computershare and in (TI’s Canada a only, TI toll-free) benefit or plan via may the vote internet telephonically at by www.proxyvote.com. calling (800) 690-6903 Telephone and internet voting Additionally, participants under the plansplans are for designated which as no “named voting fiduciaries”received direction for by is the April received. purpose 20, TI of 2020, shares votingreceived will held TI by be by stock that voted the held date in TI under unless the 401(k) the otherwise same savings required proportions plans by as for law. the which shares no in voting the instructions plans are for which voting instructions have been If you are a participantunder in the the plans TI and Contribution are andadministering entitled 401(k) your to Savings plan direct Plan, will the or vote voting theof your of TI shares shares shares 401(k) held in allocable Savings for accordance to Plan, your with your you accounts, your accounts are you instructions. under a should If these “named do you fiduciary” plans. so wish The by to trustee April instruct 20, the 2020, trustee in on the the manner voting described in the notice of annual meeting. Benefitplanvoting We reserve the right tothat reject, does rule not out comply of with order, these or and take any other other applicable appropriate requirements. action with respect to any proposal or nomination Proposals are to be sent to: Texas Instruments Incorporated, 12500 TI Boulevard, MS 8658, Dallas, TX 75243, Attn: Secretary. The table below shows the deadlines for stockholders to submit proposals or director nominations for next year’s annual meeting. Stockholder proposals and nominations for 2021

PROXY STATEMENT nlddi hspoysaeetaemd nya ftedt fti rx ttmn,adw netk oolgto oupdate to obligation no undertake we and statements statement, forward-looking proxy this The circumstances. 2019. of or 31, events date December the subsequent ended of reflect factors year as to Risk the only statements the for made forward-looking see 10-K are the uncertainties, Form statement and on proxy differ risks report this to the annual in amounts of our included and discussion of results detailed 1A actual a Item such cause For in All could statements. discussion statements. that forward-looking forward-looking uncertainties in are capital and those future generation risks from cash goals, certain materially and plans, to margins strategy, subject the business profit are by TI’s improved statements established describe growth, forward-looking liability that for from herein potential harbor Statements and safe 1995. levels the of spending for Act qualify Reform to Litigation intended Securities statements Private forward-looking includes statement proxy This statements forward-looking regarding Notice Texas Dallas, 2020 10, March www.ti.com. at 75266-0199. website TX our Dallas, of 8657, section MS Relations” 660199, “Investor Box P.O. the Relations, in Investor available financial to also consolidated writing is contains by 10-K which charge 2019, without 31, SEC December the ended with year statement. the proxy for this 10-K accompanies Form statements, on 2020. www.proxyvote.com. report 23, at: annual April accessible company’s on are The held report be annual to 2019 Meeting company’s Stockholder the the and information. for statement more Materials proxy for Proxy 2020 Relations of This Investor Availability TI the call Regarding visit delivery, participant Notice delivery, electronic a Important electronic request are request to you to like If like would information. would more and and for plan stockholder 479-3773 benefit registered (214) TI for a at a information are Relations in entering you Investor and If TI holding www.icsdelivery.com/ti broker. call stockholders visiting or or date, by bank www-us.computershare.com/investor meeting delivery a the electronic by After request held when years. may account opportunity and, future bank each the www.proxyvote.com in or stockholders at electronically broker offer internet materials a to the proxy through pleased via access shares are vote or we delivery, receive years, electronic to future request enroll in To prompted, materials electronically. these mailings of proxy copies receive printed to receiving 10-K to Form alternative an our As of copies and materials proxy of delivery Electronic EA NTUET 00POYSAEET51 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS o a looti oyo h opn’ 09Fr 0K htwsfiled was that 10-K, Form 2019 company’s the of copy a obtain also may You ertr n eea Counsel General and Secretary President, Vice Senior Trochu Hoff Cynthia Sincerely, u Form Our

PROXY STATEMENT Take Mockingbird Lane East to US-75N (Central Expressway). Travel North on 75N to the Forest Lane exit. Take the North Airport exit to IH-635E. Take IH-635E to the Greenville Avenue exit. Turn right (South) on 52 TEXAS INSTRUMENTS • 2020 PROXY STATEMENT Attendance For additional information about attending the annual meeting see the discussion under “Attendance requirements” on page 4. Be advised that TI’s securitybe policy subject forbids to weapons, search cameras upon and entry audio/video into recording the devices building. inside TI buildings. All bags will Security Parking All visitors should park at the South Lobby, where reserved parking will be available. Turn right (East) on Forestleft. Lane. You will pass two traffic lights. At the third light, the entrance to Texas Instruments will be on your From DFW airport: From Love Field airport: Directions Greenville. Turn right (West) on Forest Lane. Texas Instruments will be on your right at the second traffic light. Directions and other annual meeting information

PROXY STATEMENT recs lwa ecnaeo eeu (non-GAAP) revenue of percentage a as flow cash Free reCs lwa ecnaeo eeu 0921 07Total 2017 2018 2019 (GAAP) revenue of percentage a as operations from flow Cash Revenue (non-GAAP) flow cash Free (GAAP) operations from flow Cash dollars) Revenue of of (Millions Percentage a as Flow Cash Free table the financial in our reconciled into are measures. insight cash- and GAAP as our measures comparable well liquidity, GAAP directly as our comparable most shareholders, into the the to insight to to return provide supplemental below to it are available on measures as potentially based non-GAAP to cash ratios These referred of these performance. (also amount and subtracting activities the flow by operating and cash calculated from free capability accordance measure flows believe generating in non-GAAP cash We prepared a measure, operations). is not GAAP from flow were comparable flow cash that directly cash Free measures most (GAAP). financial the U.S. are from the These expenditures in flow. capital principles cash accounting free on accepted based generally ratios with to refers statement proxy This reconciliations Non-GAAP A Appendix aia expenditures Capital ...... EA NTUET 00POYSAEETA-1 STATEMENT PROXY 2020 • INSTRUMENTS TEXAS ...... $14,383 6,649 $ 5,802 $ (847) 40.3% 46.2% o er ne eebr31, December Ended Years For 1,8 $14,961 $15,784 ,5 4,668 $ 5,363 6,058 $ $ 7,189 $ 111 (695) (1,131) 84 31.2% 38.4% 55 35.8% 45.5% $45,128 $16,528 $19,201 (2,673) 36.6% 42.5%

PROXY STATEMENT OTHER INFORMATION

Comparison of total shareholder return

This graph compares TI’s total shareholder return with the S&P 500 Index and the S&P Information Technology Index over a five- year period, beginning December 31, 2014, and ending December 31, 2019. The total shareholder return assumes $100 invested at the beginning of the period in TI common stock, the S&P 500 Index and the S&P Information Technology Index. It also assumes reinvestment of all dividends.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Texas Instruments Incorporated, the S&P 500 Index and the S&P Information Technology Index

$300

$250

$200

$150

$100 Texas Instruments Incorporated S&P 500 $50 S&P Information Technology

$0 12/14 12/15 12/16 12/17 12/18 12/19

12/14 12/15 12/16 12/17 12/18 12/19 Texas Instruments Incorporated 100.00 105.18 143.80 211.07 195.88 273.37 S&P 500 100.00 101.38 113.51 138.29 132.23 173.86 S&P Information Technology 100.00 105.92 120.59 167.42 166.94 250.89

Notice regarding forward-looking statements

This Annual Report includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as TI or its management “believes,”“expects,”“anticipates,”“foresees,”“forecasts,”“estimates” or other words or phrases of similar import. Similarly, statements herein that describe TI’s business strategy, ability to generate free cash flow in the future, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements are subject to certainrisks and uncertainties that could cause actual results to differ materially from those in forward-looking statements. For a more detailed discussion of these factors see the risk factors discussion that begins on page 7 of this report. Forward-looking statements inthis report are made only as of the date of this report and we undertake no obligation to update them to reflect subsequent events or circumstances.

TEXAS INSTRUMENTS 1 Board of directors, executive officers

Directors Executive officers

Richard K. Templeton Martin S. Craighead Richard K. Templeton Rafael R. Lizardi Chairman of the Board, Retired Chairman of the Board Chairman of the Board, Senior Vice President President and and Chief Executive Offficer, President and Chief and Chief Financial Officer Chief Executive Officer, Baker Hughes Incorporated Executive Officer Texas Instruments Incorporated Amichai Ron Jean M. Hobby Niels Anderskouv Senior Vice President Mark A. Blinn Retired Partner, Senior Vice President Retired President and PricewaterhouseCoopers LLP Cynthia Hoff Trochu Chief Executive Officer, Ahmad S. Bahai Senior Vice President, Flowserve Corporation Michael D. Hsu * Senior Vice President Secretary and Chairman of the Board and and Chief Technology Offficer General Counsel Todd M. Bluedorn Chief Executive Offficer, Chairman of the Board and Kimberly-Clark Corporation Ellen L. Barker Julie M. Van Haren Chief Executive Officer, Senior Vice President Senior Vice President Lennox International Inc. Ronald Kirk and Chief Information Officer Senior Of Counsel, Darla H. Whitaker Janet F. Clark Gibson, Dunn & Crutcher LLP Kyle M. Flessner Senior Vice President Retired Executive Vice President Senior Vice President and Chief Financial Officer, Pamela H. Patsley Bing Xie Marathon Oil Corporation Retired Chairman of the Board Haviv Ilan Senior Vice President and Chief Executive Offficer, Senior Vice President Carrie S. Cox MoneyGram International, Inc. Retired Chairman of the Board Hagop H. Kozanian and Chief Executive Offficer, Robert E. Sanchez Senior Vice President Humacyte, Inc. Chairman of the Board and Chief Executive Officer, Ryder System, Inc. * Effective April 1, 2020

TI Fellows

TI Fellows are engineers, scientists or technologists who are recognized by peers and TI management for outstanding performance. Fellows are elected or re-elected every five years based on their exceptional leadership in driving deeper levels of innovation that make TI stronger.

Announced in 2019: Alfred J. Grifffin, Jr. named Senior Fellow; Jaiganesh Balakrishnan, Danielle Grifffith and Xiaolin Lu named Fellows.

Stockholder and other information

Stockholder records information SEC Form 10-K Stockholder correspondence: Overnight correspondence: A copy of the company’s annual report to the Securities Computershare Computershare and Exchange Commission on Form 10-K is available on P. O. Box 505000 462 South 4th Street, Suite 1600 the Investor Relations website at www.ti.com/ir. Louisville, KY 40233-5000 Louisville, KY 40202 Copies of the Form 10-K, including a list of exhibits and Toll free: 800-981-8676 any exhibit specifically requested, are available without charge by writing to: Phone: 312-360-5151 Texas Instruments Investor Relations Website: www.computershare.com/investor P.O. Box 660199, MS 8657 Dallas, TX 75266-0199 Online inquiries: https://www-us.computershare.com/investor/contact

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