Texas Instruments Inc – ‘10-K405’ for 12/31/99

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Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Annual Report -- [x] Reg. S-K Item 405                25±   102K 
 2: EX-3.K      Articles of Incorporation/Organization or By-Laws      2±    13K 
 3: EX-3.L      Articles of Incorporation/Organization or By-Laws      2±    13K 
 4: EX-3.M      Articles of Incorporation/Organization or By-Laws      2±    13K 
 5: EX-3.N      Articles of Incorporation/Organization or By-Laws     19±    87K 
 6: EX-10.A.I   Material Contract                                     18±    82K 
 7: EX-10.A.II  Material Contract                                      2±    13K 
 8: EX-10.A.II  Material Contract                                      3±    15K 
 9: EX-10.B.I   Material Contract                                      8±    33K 
10: EX-10.B.II  Material Contract                                      2±    13K 
11: EX-11       Statement re: Computation of Earnings Per Share        2±    12K 
12: EX-12       Statement re: Computation of Ratios                    1      9K 
13: EX-21       Subsidiaries of the Registrant                         2±    12K 
14: EX-23       Consent of Experts or Counsel                          1     10K 
16: EX-27       Exhibit 27.1                                           1     11K 
17: EX-27       Exhibit 27.2                                           1     11K 
15: EX-27       Financial Data Schedule (Pre-XBRL)                     1     10K 

10-K405   —   Annual Report — [x] Reg. S-K Item 405
Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION  

Washington, D. C.  20549  

FORM 10-K 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) 
OF THE SECURITIES EXCHANGE ACT OF 1934  

For the Fiscal Year Ended December 31, 1999 
Commission File Number 1-3761   

TEXAS INSTRUMENTS INCORPORATED
-----------------------------------------------------   
(Exact name of Registrant as specified in its charter)  

Delaware                            75-0289970      
------------------------       ------------------------------------ 
(State of Incorporation)       (I.R.S. Employer Identification No.) 

12500 TI Boulevard, P.O. Box 660199, Dallas, Texas         75266-0199 
--------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code 972-995-3773 

Securities registered pursuant to Section 12(b) of the Act: 

                                                  Name of each exchange on
Title of each class                                     which registered        
-----------------------------                        ------------------------   
Common Stock, par value $1.00                        New York Stock Exchange    
                                            The Swiss Exchange
Preferred Stock Purchase Rights                      New York Stock Exchange    

Indicate by check mark whether the Registrant (1) has filed all reports         
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of   
1934 during the preceding 12 months (or for such shorter period that the        
Registrant was required to file such reports), and (2) has been subject to      
such filing requirements for the past 90 days.  Yes  X  No                      

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405  
of Regulation S-K is not contained herein, and will not be contained, to the    
best of the Registrant's knowledge, in definitive proxy or information          
statements incorporated by reference in Part III of this Form 10-K or any       
amendment to this Form 10-K.     X                                              

The aggregate market value of voting stock held by non-affiliates of the        
Registrant was approximately $85,473,000,000 as of January  31, 2000.           

814,528,072     
--------------------------------------------------------------------- 
(Number of shares of common stock outstanding as of January 31, 2000) 

Parts I, II, III and IV hereof incorporate information by reference to the      
Registrant's proxy statement for the 2000 annual meeting of stockholders.       

  PART I

ITEM 1.   Business.                                                             

General Information                                                             
-------------------                                                             

Texas Instruments Incorporated ("TI" or the "company," including subsidiaries   
except where the context indicates otherwise) is headquartered in Dallas,       
Texas, and has manufacturing, design or sales operations in 27 countries.       
TI's largest geographic markets are in the United States, Asia, Japan and       
Europe.  TI has been in operation since 1930.                                   

The financial information with respect to TI's business segments and            
operations outside the United States, which is contained in the note to the     
financial statements captioned "Business Segment and Geographic Area Data" on   
pages B-23 through B-25 of TI's proxy statement for the 2000 annual meeting of  
stockholders, is incorporated herein by reference to such proxy statement.      

Semiconductor                                                                   
-------------                                                                   

TI is a global semiconductor company and the world's leading designer and       
supplier of digital signal processors and analog integrated circuits, the       
engines driving the digitization of electronics.  These two types of            
semiconductor products work together in digital electronic devices such as      
digital cellular phones.  Analog technology converts analog signals like        
sound, light, temperature and pressure into the digital language of zeros and   
ones, which can then be processed in real-time by a digital signal processor.   
Analog integrated circuits also translate digital signals back to analog.       
Digital signal processors and analog integrated circuits enable a wide range of 
new products and features for TI's more than 30,000 customers in commercial,    
industrial and consumer markets.                                                

TI also is a world leader in the design and manufacturing of other              
semiconductor products.  Those products include standard logic, application-    
specific integrated circuits, reduced instruction-set computing                 
microprocessors, microcontrollers and digital imaging devices.                  

The semiconductor business comprised 84% of TI's 1999 revenues.  TI's           
semiconductor products are used in a diverse range of electronic systems,       
including digital cell phones, computers, printers, hard disk drives, modems,   
networking equipment, digital cameras and video recorders, motor controls,      
autos, and home appliances.  Products are sold primarily to original-equipment  
manufacturers and through distributors.  TI's semiconductor patent portfolio    
has been established as an ongoing contributor to semiconductor revenues.       
Revenues generated from sales to TI's top four semiconductor customers          
accounted for approximately 23% of total semiconductor revenues in 1999.        

The semiconductor business is intensely competitive, subject to rapid           
technological change and pricing pressures, and requires high rates of          
investment.  TI is the leading supplier of digital signal processors and        
analog integrated circuits, yet faces strong competition in all of its          
semiconductor                                                                   

 -2-

product lines.  The rapid pace of change and technological breakthroughs        
constantly create new opportunities for existing competitors and start-ups,     
which can quickly render existing technologies less valuable.                   

In digital signal processors, TI competes with a growing number of large and    
small companies, both U.S.-based and international.  New product development    
capabilities, applications support, software knowledge and advanced technology  
are the primary competitive factors in this business.                           

The market for analog integrated circuits is highly fragmented.  TI competes    
with many large and small companies, both U.S.-based and international.         
Primary competitive factors in this business are the availability of innovative 
designs and designers, a broad range of process technologies and applications   
support and, particularly in the standard products area, price.                 

A Decline in the Market for Digital Signal Processors or Analog Integrated      
--------------------------------------------------------------------------      
Circuits Could Have a Material Adverse Effect on TI's Results of Operations.    
----------------------------------------------------------------------------    

TI has undertaken a strategy that focuses on developing and marketing digital   
signal processors and analog integrated circuits.  TI has divested certain of   
its operations and acquired others and invested its resources with the view of  
furthering its focus on these products.  While TI believes that focusing its    
efforts on digital signal processors and analog integrated circuits offers the  
best opportunity for TI to achieve its strategic goals and that TI has          
developed, and will continue to develop, a wide range of innovative and         
technologically advanced products, the results of TI's operations may be        
adversely affected in the future if the demand for digital signal processors    
and analog integrated circuits decreases or this market grows at a pace         
significantly less than that projected by management.                           

Other TI Businesses                                                             
-------------------                                                             

In addition to semiconductors, TI has two other principal segments.  The        
largest, representing 11% of TI's 1999 revenues, is Materials & Controls (M&C). 
This business sells electrical and electronic controls, electronic connectors,  
sensors, radio-frequency identification systems and clad metals into commercial 
and industrial markets. Typically the top supplier in targeted product areas,   
M&C faces strong multinational and regional competitors. The primary            
competitive factors in this business are product reliability, manufacturing     
costs and engineering expertise.  The products of this business are sold        
directly to original-equipment manufacturers and through distributors.          
Revenues generated from sales to TI's top four M&C customers accounted for      
approximately 16% of total M&C revenues in 1999.                                

Educational & Productivity Solutions (E&PS) represents 5% of TI's 1999          
revenues and is a leading supplier of educational and graphing calculators.     
This business sells primarily through retailers and to schools through          
instructional dealers.  TI's principal competitors in this business are Japan-  

 -3-

and U.S.-based companies.  Technology expertise, price and infrastructure for   
education and market understanding are primary competitive factors in this      
business.  Revenues generated from sales to TI's top four E&PS customers        
accounted for approximately 35% of total E&PS revenues in 1999.                 

Acquisitions and Divestitures                                                   
-----------------------------                                                   

From time to time TI considers acquisitions and divestitures that may           
strengthen its business portfolio.  TI may effect one or more of these          
transactions at such time or times as it determines to be appropriate.  In      
1999, to support TI's focus on digital signal processors and analog integrated  
circuits, it acquired technology companies that brought unique expertise in     
key markets for these core product areas.  In the first quarter, TI acquired    
Butterfly VLSI, Ltd., a developer of chipsets for the short-distance wireless   
market.  In the second quarter, TI acquired Libit Signal Processing Ltd., a     
developer of cable modem chipsets.  In the third quarter, TI acquired ATL       
Research A/S, a research and development company specializing in radio          
frequency engineering, primarily for cellular phones; and Telogy Networks,      
Inc., a developer of voice-over-Internet Protocol (VoIP) software.  In the      
fourth quarter, TI acquired two companies to support its analog catalog         
portfolio:  Unitrode Corporation, a designer and supplier of power supply       
control, interface and battery management components, all rapidly growing       
technologies necessary for portable devices, power systems and interface        
applications; and Power Trends, Inc., a supplier of point-of-use power          
solutions. The acquisition of Unitrode was accounted for as a pooling of        
interests in 1999.  All prior periods have been restated.  The acquisitions     
of Telogy and Power Trends were also accounted for as pooling of                
interests in 1999; the historical operations of these entities were not         
significant in relation to TI's consolidated operations on either an            
individual or an aggregate basis; consequently, prior period financial          
statements have not been restated for these acquisitions.                       

In addition, in the third quarter, TI's Materials & Controls business acquired  
Integrated Sensor Solutions, Inc., a developer of high performance sensors      
that are used in electrical control systems in the automotive market, and the   
Educational & Productivity Solutions business acquired Soft Warehouse, Inc., a  
maker of mathematical software for educational and professional use.            

Backlog                                                                         
-------                                                                         
The dollar amount of backlog of orders believed by TI to be firm was $1827      
million as of December 31, 1999 and $1265 million as of December 31, 1998.      
Backlog orders are, under certain circumstances, subject to cancellation by     
the purchaser without penalty.  Also, there is generally a short cycle between  
order and shipment.  Accordingly, the company does not believe that its         
backlog as of any particular date is necessarily indicative of actual revenues  
for any future period.                                                          

 -4-

Raw Materials                                                                   
-------------                                                                   
TI purchases materials, parts and supplies from a number of suppliers.  The     
materials, parts and supplies essential to TI's business are generally          
available at present and TI believes at this time that such materials, parts    
and supplies will be available in the foreseeable future.                       

Patents and Trademarks                                                          
----------------------                                                          
TI owns many patents in the United States and other countries in fields         
relating to its business.  The company has developed a strong, broad-based      
patent portfolio.  TI also has several agreements with other companies          
involving license rights and anticipates that other licenses may be negotiated  
in the future.  TI does not consider its business materially dependent upon     
any one patent or patent license, although taken as a whole, the rights of TI   
and the products made and sold under patents and patent licenses are important  
to TI's business.                                                               

TI owns trademarks that are used in the conduct of its business.  These         
trademarks are valuable assets, the most important of which are "Texas          
Instruments," TI's corporate monogram and "TMS320."                             

Research and Development                                                        
------------------------                                                        
TI's research and development expense was $1333 million in 1999, compared with  
$1225 million in 1998 and $1556 million in 1997.  Included is a charge for the  
value of acquisition-related purchased in-process research and development of   
$79 million in 1999, $25 million in 1998, and $461 million in 1997.             

Seasonality                                                                     
-----------                                                                     
TI's revenues and operating results are subject to some seasonal variation.     

Employees                                                                       
---------                                                                       
The information concerning the number of persons employed by TI at December 31, 
1999 on page B-31 of TI's proxy statement for the 2000 annual meeting of        
stockholders is incorporated herein by reference to such proxy statement.       

Cautionary Statements Regarding Future Results of Operations                    
------------------------------------------------------------                    

You should read the following cautionary statements in conjunction with         
discussions of factors discussed elsewhere in this and other of TI's filings    

 -5-
with the Securities and Exchange Commission (SEC) and in materials              
incorporated by reference in these filings.  These cautionary statements are    
intended to highlight certain factors that may affect the financial condition   
and results of operations of TI and are not meant to be an exhaustive           
discussion of risks that apply to companies with broad international            
operations, such as TI.  Like other businesses, TI is susceptible to            
macroeconomic downturns in the United States or abroad that may affect the      
general economic climate and performance of TI or its customers.  Similarly,    
the price of TI's securities is subject to volatility due to fluctuations in    
general market conditions, differences in TI's results of operations from       
estimates and projections generated by the investment community and other       
factors beyond TI's control.                                                    

A Weakening in the Semiconductor Market May Adversely Affect TI's     
-----------------------------------------------------------------     
Performance.                                                          
------------                                                          

 TI's semiconductor business represents its largest business segment and
the principal source of its revenues.  The semiconductor market has             
historically been cyclical and subject to significant economic downturns.  A    
significant weakening in the semiconductor market may adversely affect TI's     
results of operations and have an adverse effect on the market price of its     
securities.                                                                     

The Technology Industry is Characterized by Rapid Technological Change
----------------------------------------------------------------------
that Requires TI to Develop New Technologies and Products.            
----------------------------------------------------------            

    TI's results of operations depend in part upon its ability to successfully
develop and market innovative products in a rapidly changing technological      
environment.  TI requires significant capital to develop new technologies and   
products to meet changing customer demands that, in turn, may result in         
shortened product lifecycles.   Moreover, expenditures for technology and       
product development are generally made before the commercial viability for such 
developments can be assured.  As a result, there can be no assurance that TI    
will successfully develop and market these new products, that the products TI   
does develop and market will be well received by customers or that TI will      
realize a return on the capital expended to develop such products.              

   TI's Faces Substantial Competition that Requires TI to Respond Rapidly to
   -------------------------------------------------------------------------
Product Development and Pricing Pressures.                            
------------------------------------------                            

  TI faces intense technological and pricing competition in the markets in
which it operates.  TI expects that the level of this competition will increase 
in the future from large, established semiconductor and related product         

 -6-

companies, as well as from emerging companies serving niche markets also served 
by TI.  Certain of TI's competitors possess sufficient financial, technical and 
management resources to develop and market products that may compete favorably  
against those products of TI that currently offer technological and/or price    
advantages over competitive products.  Competition results in price and product 
development pressures, which may result in reduced profit margins and lost      
business opportunities in the event that TI is unable to match price declines   
or technological, product, applications support, software or manufacturing      
advances of its competitors.                                                    

TI's Performance Depends upon its Ability to Enforce Its Intellectual 
--------------------------------------------------------------------- 
Property Rights and to Develop or License New Intellectual Property.  
--------------------------------------------------------------------  

   TI benefits from royalties generated from various license agreements that
will be in effect through the year 2005.  Future royalty revenues and access    
to world-wide markets depend on the continued strength of TI's intellectual     
property portfolio.  TI actively enforces and protects its intellectual         
property rights, but there can be no assurance that TI's efforts will be        
adequate to prevent the misappropriation or improper use of the protected       
technology.  Moreover, there can be no assurance that, as TI's business expands 
into new areas, TI will be able to independently develop the technology,        
software or know-how necessary to conduct its business.  TI may have to rely    
increasingly on licensed technology from others.  To the extent that TI relies  
on licenses from others, there can be no assurance that it will be able to      
obtain all of the licenses it desires in the future on terms it considers       
reasonable or at all.                                                           

A Decline in Demand in Certain End-User Markets Could Have a Material 
--------------------------------------------------------------------- 
   Adverse Effect on the Demand for TI's Products and Results of Operations.
   -------------------------------------------------------------------------

  TI's customer base includes companies in a wide range of industries, but
TI generates a significant amount of revenues from sales to customers in the    
telecommunications and computer-related industries.  Within these industries,   
a large portion of TI revenues is generated by the sale of digital signal       
processors and analog integrated circuits to customers in the cellular phone,   
modem and hard disk drive segments of these industries.  A significant decline  
in any one or several of these end-user markets could have a material adverse   
effect on the demand for TI's products and its results of operations.           

  There Can Be No Assurance of the Accuracy of the Assessment of Year 2000
  ------------------------------------------------------------------------
Issues.                                                               
-------                                                               
   In anticipation of potential Year 2000 issues that result from the use of
two digit, rather than four digit, year dates in software, TI implemented a     

 -7-

company-wide program to assess its Year 2000 readiness and, where appropriate,  
to implement corrective actions.  TI does not anticipate any material           
disruption in our operations as the result of any Year 2000 issues.  However,   
there can be no assurance that TI has fully and accurately assessed its Year    
2000 readiness or of the effectiveness of TI's corrective actions.  Nor can     
there be any assurance that TI's customers and suppliers fully and accurately   
assessed their Year 2000 readiness or of the effectiveness of their corrective  
actions.                                                                        

   TI's International Manufacturing Operations and Sales Subject It to Risks
   -------------------------------------------------------------------------
    Associated with Legal, Political, Economic or Other Changes Outside of the
    --------------------------------------------------------------------------
United States.                                                        
--------------                                                        

    TI operates in 27 countries worldwide and in 1999 derived in excess of 67%
of its revenues from sales to locations outside the United States.  Operating   
internationally exposes TI to changes in the laws or policies, as well as the   
general economic conditions, of the various countries in which it operates,     
which could result in an adverse effect on TI's business operations in such     
countries and its results of operations.  Also, as discussed in more detail on  
pages B-11, B-35 and B-36 of TI's proxy statement for the 2000 annual meeting   
of stockholders, TI uses forward currency exchange contracts to minimize the    
adverse earnings impact from the effect of exchange rate fluctuations on the    
company's non-U.S. dollar net balance sheet exposures.  Nevertheless, in        
periods when the U.S. dollar strengthens in relation to the non-U.S.            
currencies in which TI transacts business, the remeasurement of non-U.S.        
dollar transactions can have an adverse effect on TI's non-U.S. business.       

    The Loss of or Significant Curtailment of Purchases by any of TI's Largest
    --------------------------------------------------------------------------
Customers Could Adversely Affect TI's Results of Operations.          
------------------------------------------------------------          

While TI generates revenues from thousands of customers worldwide, the
loss of or significant curtailment of purchases by one or more of its top       
customers, including curtailments due to a change in the sourcing policies or   
practices of these customers, may adversely affect TI's results of operations.  

 TI's Continued Success Depends Upon Its Ability to Retain and Recruit a
 -----------------------------------------------------------------------
Sufficient Number of Qualified Employees in a Competitive Environment.
----------------------------------------------------------------------

TI's continued success depends on the retention and recruitment of    
skilled personnel, including technical, marketing, management and staff         
personnel. Experienced personnel in the electronics industry are in high        
demand and competition for their skills is intense.  There can be no            

 -8-

assurance that TI will be able to successfully retain and recruit the key       
personnel that it requires.                                                     

Available Information                                                           
---------------------                                                           

TI files annual, quarterly and special reports, proxy statements and other      
information with the SEC.  You may read and copy any reports, statements and    
other information filed by TI at the SEC's public reference rooms at 450 Fifth  
Street, N.W., Washington, D.C. 20549, or at the SEC offices in New York, New    
York and Chicago, Illinois.  Please call (800) SEC-0330 for further             
information on the public reference rooms.  TI's filings are also available to  
the public from commercial document retrieval services and at the web site      
maintained by the SEC at http://www.sec.gov.                                    

 -9-

ITEM 2.   Properties.                                                           

TI's principal executive offices are located at 12500 TI Boulevard, Dallas,     
Texas.  TI owns and leases facilities in the United States and 12 other         
countries for manufacturing, design and related purposes.  The following table  
indicates the general location of TI's principal manufacturing and design       
operations and the business segments which make major use of them.  Except as   
otherwise indicated, these facilities are owned by TI.                          

         Materials
   Semiconductor   & Controls       E&PS
   -------------   ------------     ----
Dallas, Texas(1)              X             X             X                     
Houston, Texas                X                                                 
Sherman, Texas(1)(2)          X                                                 
Santa Cruz, California        X                                                 
Attleboro,                    X             X                                   
Massachusetts                                                               
Hiji, Japan                   X                                                 
Miho, Japan                   X                                                 
Kuala Lumpur,                 X             X                                   
Malaysia(3)                                                                 
Baguio,                       X                                                 
Philippines(4)                                                              
Taipei, Taiwan                X                                                 
Nice, France                  X                                                 
Freising, Germany             X             X                                   
Aguascalientes, Mexico        X             X                                   
--------------------                                                            
(1)  Certain facilities or portions thereof in Dallas and Sherman are leased    
to Raytheon Company or Raytheon-related entities in connection with the sale    
in 1997 of TI's defense systems and electronics business.                       
(2)  Leased.                                                                    
(3)  Approximately half of this site is owned on leased land; the remainder is  
leased.                                                                         
(4)  Owned on leased land.                                                      

TI's facilities in the United States contained approximately 17,100,000 square  
feet as of December 31, 1999, of which approximately 3,300,000 square feet      
were leased.  TI's facilities outside the United States contained approximately 
5,200,000 square feet as of December 31, 1999, of which approximately 1,400,000 
square feet were leased.                                                        

TI believes that its existing properties are in good condition and suitable     
for the manufacture of its products.  At the end of 1999, the company utilized  
substantially all of the space in its facilities.                               

Leases covering TI's leased facilities expire at varying dates generally        
within the next 10 years.  TI anticipates no difficulty in either retaining     
occupancy through lease renewals, month-to-month occupancy or purchases of      
leased facilities, or replacing the leased facilities with equivalent           
facilities.                                                                     

  -10-

ITEM 3.   Legal Proceedings.                                                    

Approximately $300 million of grants from the Italian government to TI's former 
memory operations in Italy are being reviewed in the ordinary course by         
government auditors.  TI understands that these auditors are questioning        
whether some of the grants were applied to purposes outside the scope of the    
grants.  TI's deferred gain on the sale of its memory business may be reduced   
to the extent that any grants are determined to have been misapplied.  Also, TI 
understands that an Italian prosecutor is conducting a criminal investigation   
concerning a portion of the grants relating to specified research and           
development activities.  The company believes that the grants were obtained and 
used in compliance with applicable law and contractual obligations.             

TI is involved in various investigations and proceedings conducted by the       
federal Environmental Protection Agency and certain state environmental         
agencies regarding disposal of waste materials.  Although the factual           
situations and the progress of each of these matters differ, the company        
believes that the amount of its liability will not have a material adverse      
effect upon its financial position or results of operations and, in most cases, 
TI's liability will be limited to sharing clean-up or other remedial costs with 
other potentially responsible parties.                                          

ITEM 4.   Submission of Matters to a Vote of Security Holders.                  

Not applicable.                                             

PART II 

ITEM 5.   Market for Registrant's Common Equity and Related Stockholder         
Matters.                                                    

The information which is contained in the note to the financial statements      
captioned "Common Stock Prices and Dividends" on page B-43 of TI's proxy        
statement for the 2000 annual meeting of stockholders, and the information      
concerning the number of stockholders of record at December 31, 1999 on page    
B-31 of such proxy statement, are incorporated herein by reference to such      
proxy statement.                                                                

ITEM 6.   Selected Financial Data.                                              

The "Summary of Selected Financial Data" for the years 1995 through 1999 which  
appears on page B-31 of TI's proxy statement for the 2000 annual meeting of     
stockholders is incorporated herein by reference to such proxy statement.       

ITEM 7.   Management's Discussion and Analysis of Financial Condition and       
Results of Operations.                                      

  -11-

The information contained under the caption "Management Discussion and Analysis 
of Financial Condition and Results of Operations" on pages B-32 through B-41 of 
TI's proxy statement for the 2000 annual meeting of stockholders is             
incorporated herein by reference to such proxy statement.                       

ITEM 7A.  Quantitative and Qualitative Disclosures About Market Risk            

Information concerning market risk is contained on pages B-35 and B-36 of TI's  
proxy statement for the 2000 annual meeting of stockholders and is incorporated 
by reference to such proxy statement.                                           

ITEM 8.   Financial Statements and Supplementary Data.                          

The consolidated financial statements of the company at December 31, 1999 and   
1998 and for each of the three years in the period ended December 31, 1999, and 
the report thereon of the independent auditors, on pages B-1 through B-30 of    
TI's proxy statement for the 2000 annual meeting of stockholders, are           
incorporated herein by reference to such proxy statement.                       

The "Quarterly Financial Data" on page B-42 of TI's proxy statement             
for the 2000 annual meeting of stockholders is also incorporated herein by      
reference to such proxy statement.                                              

ITEM 9.   Changes in and Disagreements with Accountants on Accounting and       
Financial Disclosure.                                       

Not applicable.                                                                 

  -12-
PART III  

ITEM 10.  Directors and Executive Officers of the Registrant.                   

The information with respect to directors' names, ages, positions, term of      
office and periods of service, which is contained under the caption "Nominees   
for Directorship" in the company's proxy statement for the 2000 annual meeting  
of stockholders, is incorporated herein by reference to such proxy statement.   

The following is an alphabetical list of the names and ages of the executive    
officers of the company and the positions or offices with the company presently 
held by each person named:                                                      

Name                   Age                     Position           

Richard J. Agnich             56         Senior Vice President and Secretary    

William A. Aylesworth         57         Senior Vice President,                 
                               Treasurer and Chief Financial
         Officer

Thomas J. Engibous            47         Director; Chairman of the              
                                      Board, President and Chief Executive
         Officer

Joseph F. Hubach              42         Senior Vice President and General      
         Counsel

Stephen H. Leven              48         Senior Vice President                  

Keh-Shew Lu                   53         Senior Vice President                  

John Scarisbrick              47         Senior Vice President                  

Richard Schaar                54         Senior Vice President                  
                           (President, Educational &
                         Productivity Solutions)

M. Samuel Self                60         Senior Vice President and Controller   
                            (Chief Accounting Officer)

Elwin L. Skiles, Jr.          58         Senior Vice President                  

Richard K. Templeton          41         Executive Vice President               
                            (President, Semiconductor)

Teresa L. West                39         Senior Vice President                  

Delbert A. Whitaker           56         Senior Vice President                  

Thomas Wroe                   49         Senior Vice President                  
                                   (President, Materials & Controls)

  -13-

The term of office of the above listed officers is from the date of their       
election until their successor shall have been elected and qualified.  Mr.      
Hubach was elected to his respective office on January 20, 2000; the most       
recent date of election of the other officers was April 22, 1999.  Messrs.      
Agnich, Aylesworth, Engibous and Skiles have served as officers of the company  
for more than five years.  Mr. Templeton has served as an officer of the        
company since 1996, and he has been an employee of the company for more than    
five years.  Ms. West and Messrs. Hubach, Leven, Lu, Scarisbrick, Schaar,       
Self, Whitaker and Wroe have served as officers of the company since March 19,  
1998 and have been employees of the company for more than five years.           

ITEM 11.  Executive Compensation.                                               

The information which is contained under the captions "Directors Compensation"  
and "Executive Compensation" in the company's proxy statement for the 2000      
annual meeting of stockholders is incorporated herein by reference to such      
proxy statement.                                                                

ITEM 12.  Security Ownership of Certain Beneficial Owners and Management.       

The information concerning (a) the only persons that have reported beneficial   
ownership of more than 5% of the common stock of TI, and (b) the ownership of   
TI's common stock by the Chief Executive Officer and the four other most        
highly compensated executive officers, and all executive officers and           
directors as a group, which is contained under the caption "Voting Securities"  
in the company's proxy statement for the 2000 annual meeting of stockholders,   
is incorporated herein by reference to such proxy statement.  The information   
concerning ownership of TI's common stock by each of the directors, which is    
contained under the caption "Nominees for Directorship" in such proxy           
statement, is also incorporated herein by reference to such proxy statement.    

ITEM 13.  Certain Relationships and Related Transactions.                       

Not applicable.                                                                 

  -14-
PART IV 

ITEM 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.     

(a)  1 and 2.  Financial Statements and Financial Statement 
Schedules:                    

  The financial statements and financial statement schedules are
listed in the index on page 23 hereof.                      

3.  Exhibits:                                     

Designation of                                                                  
Exhibit in                                                                  
this Report              Description of Exhibit                             
--------------   -------------------------------------------------              

3(a)         Restated Certificate of Incorporation of the             
    Registrant (incorporated by reference to Exhibit
  3(a) to the Registrant's Annual Report on Form
10-K for the year 1993).                    

3(b)         Certificate of Amendment to Restated Certificate         
    of Incorporation of the Registrant (incorporated
    by reference to Exhibit 3(b) to the Registrant's
  Annual Report on Form 10-K for the year 1993).

3(c)         Certificate of Amendment to Restated Certificate         
    of Incorporation of the Registrant (incorporated
    by reference to Exhibit 3(c) to the Registrant's
  Annual Report on Form 10-K for the year 1993).

3(d)         Certificate of Amendment to Restated Certificate         
    of Incorporation of the Registrant (incorporated
 by reference to Exhibit 3 to the Registrant's
 Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996).                       

3(e)         Certificate of Ownership Merging Texas                   
  Instruments Automation Controls, Inc. into the
    Registrant (incorporated by reference to Exhibit
  3(e) to the Registrant's Annual Report on Form
10-K for the year 1993).                    

3(f)         Certificate of Elimination of Designations of            
   Preferred Stock of the Registrant (incorporated
    by reference to Exhibit 3(f) to the Registrant's
  Annual Report on Form 10-K for the year 1993).

3(g)         Certificate of Ownership and Merger Merging              
Tiburon Systems, Inc. into the Registrant   

  -15-
     (incorporated by reference to Exhibit 4(g) to the
Registrant's Registration Statement No.     
333-41919 on Form S-8).                     

3(h)         Certificate of Ownership and Merger Merging              
     Tartan, Inc. into the Registrant (incorporated by
 reference to Exhibit 4(h) to the Registrant's
Registration Statement No. 333-41919 on Form
S-8).                                       

3(i)         Certificate of Designation relating to the               
   Registrant's Participating Cumulative Preferred
    Stock (incorporated by reference to Exhibit 4(a)
     to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998).  

3(j)         Certificate of Elimination of Designation of             
      Preferred Stock of the Registrant (incorporated by
 reference to Exhibit 3(j) to the Registrant's
  Annual Report on Form 10-K for the year 1998).

3(k)         Certificate of Ownership and Merger Merging              
     Intersect Technologies, Inc. into the Registrant.

3(l)         Certificate of Ownership and Merger Merging              
Soft Warehouse, Inc. into the Registrant.   

3(m)         Certificate of Ownership and Merger Merging              
Silicon Systems, Inc. into the Registrant.  

3(n)         By-Laws of the Registrant.                               

4(a)(i)      Rights Agreement dated as of June 18, 1998               
between the Registrant and Harris Trust and 
   Savings Bank as Rights Agent, which includes as
Exhibit B the form of Rights Certificate    
  (incorporated by reference to Exhibit 1 to the
   Registrant's Registration Statement on Form 8-A
dated June 23, 1998).                       

4(a)(ii)     Amendment dated as of September 18, 1998 to the          
  Rights Agreement (incorporated by reference to
    Exhibit 2 to the Registrant's Amendment No. 1 to
      Registration Statement on Form 8-A dated September
23, 1998).                                  

4(b)         The Registrant agrees to provide the Commission,         
    upon request, copies of instruments defining the
rights of holders of long-term debt of the  
Registrant and its subsidiaries.            

10(a)(i)     Amended and Restated TI Deferred Compensation            
Plan.*                                      

  -16-
10(a)(ii)    First Amendment to Restated TI Deferred                  
Compensation Plan.*                         

   10(a)(iii)   Second Amendment to Restated TI Deferred Compensation Plan.*

10(b)(i)     TI Employees Supplemental Pension Plan.*                 

10(b)(ii)    First Amendment to TI Supplemental Pension Plan.*        

10(c)        Texas Instruments Long-Term Incentive Plan               
   (incorporated by reference to Exhibit 10(a)(ii)
  to the Registrant's Annual Report on Form 10-K
for the year 1993).*                        

10(d)        Texas Instruments 1996 Long-Term Incentive Plan          
   (incorporated by reference to Exhibit 10 to the
  Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996).*          

10(e)        Texas Instruments Executive Officer Performance          
Plan (incorporated by reference to the      
  Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997).*         

10(f)        Texas Instruments Restricted Stock Unit Plan for         
Directors (incorporated by reference to     
Exhibit 10(e) to the Registrant's Quarterly 
Report on Form 10-Q for the quarter ended   
March 31, 1998).                            

10(g)        Texas Instruments Directors Deferred Compensation        
    Plan (incorporated by reference to Exhibit 10(f)
     to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1998).      

10(h)        Texas Instruments Stock Option Plan for                  
     Non-Employee Directors (incorporated by reference
      to Exhibit 10(g) to the Registrant's Annual Report
on Form 10-K for the year 1998).            

10(i)        Asset Purchase Agreement dated as of January 4,          
    1997 between the Registrant and Raytheon Company
     (exhibits and schedules omitted) (incorporated by
reference to Exhibit 2.1 to the Registrant's
Current Report on Form 8-K dated January 4, 
1997).                                      

10(j)        Acquisition Agreement dated as of June 18, 1998          
     between Texas Instruments Incorporated and Micron
      Technology, Inc. (exhibit C omitted) (incorporated
   by reference to Exhibit 2.1 to the Registrant's
    Current Report on Form 8-K dated June 18, 1998).

10(k)        Second Amendment to Acquisition Agreement dated as       
   of September 30, 1998 between Texas Instruments

-17-
Incorporated and Micron Technology, Inc.    
    (incorporated by reference to Exhibit 2.2 to the
 Registrant's Current Report on Form 8-K dated
October 15, 1998).                          

10(l)        Securities Rights and Restrictions Agreement dated       
      as of September 30, 1998 between Texas Instruments
Incorporated and Micron Technology, Inc.    
      (incorporated by reference to Exhibit 10(k) to the
   Registrant's Annual Report on Form 10-K for the
year 1998).                                 

11           Computation of Earnings Per Common and Dilutive          
Potential Common Share.                     

12           Computation of Ratio of Earnings to Fixed Charges.       

13           Portions of Registrant's Proxy Statement for the         
    2000 Annual Meeting of Stockholders Incorporated
     by Reference Herein (incorporated by reference to
     Exhibit B to the Registrant's Proxy Statement for
the 2000 Annual Meeting of Stockholders).   

21           List of Subsidiaries of the Registrant.                  

23           Consent of Ernst & Young LLP.                            

27           Financial Data Schedule as of December 31,               
1999 and for the year then ended.           

27.1         Restated Financial Data Schedule as of                   
  December 31, 1998 and for the year then ended.

27.2         Restated Financial Data Schedule as of                   
  December 31, 1997 and for the year then ended.
----------------                                                                
*Executive Compensation Plans and Arrangements:                                 

Amended and Restated TI Deferred Compensation Plan.         

First Amendment to Restated TI Deferred Compensation Plan.  

Second Amendment to Restated TI Deferred Compensation Plan. 

TI Employees Supplemental Pension Plan.                     

First Amendment to TI Supplemental Pension Plan.            

Texas Instruments Long-Term Incentive Plan (incorporated by 
       reference to Exhibit 10(a)(ii) to the Registrant's Annual Report on
Form 10-K for the year 1993).                               

    Texas Instruments 1996 Long-Term Incentive Plan (incorporated by
        reference to Exhibit 10 to the Registrant's Quarterly Report on Form

  -18-
10-Q for the quarter ended June 30, 1996).                  

      Texas Instruments Executive Officer Performance Plan (incorporated
      by reference to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997).                          

(b) Reports on Form 8-K:                                                        

The Registrant filed the following reports on Form 8-K with the SEC during the  
quarter ended December 31, 1999:  Form 8-K dated October 15, 1999, relating to  
completion of the acquisition by the Registrant of Unitrode Corporation; and    
Form 8-K dated December 6, 1999, relating to extension of an exchange offer     
for debt securities of the Registrant.                                          

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of   
1995:                                                                           

This 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, outlook, objectives, plans, intentions or goals also are forward-     
looking statements.  All such forward-looking statements are subject to certain 
risks and uncertainties that could cause actual results to differ materially    
from those in forward-looking statements.                                       

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

-   Market demand for semiconductors, particularly for digital signal           
processors and analog integrated circuits in key markets, such as       
telecommunications and computers.                                       

-   TI's ability to develop, manufacture and market innovative products in a    
rapidly changing technological environment.                             

-   TI's ability to compete in products and prices in an intensely competitive  
industry.                                                               

-   TI's ability to maintain and enforce a strong intellectual property         
portfolio and obtain needed licenses from third parties.                

-   Accurate assessment of Year 2000 by TI, its customers and its suppliers.    

-   Global economic, social and political conditions in the countries in which  
TI and its customers and suppliers operate, including fluctuations in   
foreign currency exchange rates.                                        

-   Losses or curtailments of purchases from key customers or the timing of     
customer inventory corrections.                                         

  -19-
-   TI's ability to recruit and retain skilled personnel.                       

-   Availability of raw materials and critical manufacturing equipment.         

For a more detailed discussion of these factors see the text under the heading  
"Cautionary Statements Regarding Future Results of Operations" in Item 1 of     

this report.  The forward-looking statements included in this report are made   
only as of the date of this report and TI undertakes no obligation to publicly  
update the forward-looking statements to reflect subsequent events or           
circumstances.                                                                  

  -20-

SIGNATURE       

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange  
Act of 1934, the Registrant has duly caused this Report to be signed on its     
behalf by the undersigned, thereunto duly authorized.                           

                                        TEXAS INSTRUMENTS INCORPORATED

                                       By: /s/ WILLIAM A. AYLESWORTH
                                              ------------------------------
                                     William A. Aylesworth
                                      Senior Vice President,
                                   Treasurer and Chief
                                 Financial Officer

Date:  February 18, 2000                                                        

Pursuant to the requirements of the Securities Exchange Act of 1934, this       
Report has been signed below by the following persons on behalf of the          
Registrant and in the capacities indicated on the 17th day of February, 2000.   

Signature                                Title      

/s/ JAMES R. ADAMS                                 Director             
------------------------------------                                            
James R. Adams                                                  

/s/  DAVID L. BOREN                                Director             
------------------------------------                                            
David L. Boren                                                

/s/ JAMES B. BUSEY IV                              Director             
------------------------------------                                            
James B. Busey IV                                               

/s/ DANIEL A. CARP                                 Director             
------------------------------------                                            
Daniel A. Carp                                                  

/s/ THOMAS J.ENGIBOUS                  Chairman of the Board; President;
------------------------------------       Chief Executive Officer; Director    
Thomas J. Engibous                                              

/s/ GERALD W. FRONTERHOUSE                         Director             
------------------------------------                                            
Gerald W. Fronterhouse                                          

/s/ DAVID R. GOODE                                 Director             
------------------------------------                                            
David R. Goode                                                  

  -21-

/s/ WAYNE R. SANDERS                               Director             
------------------------------------                                            
Wayne R. Sanders                                                

/s/ RUTH J. SIMMONS                                Director             
------------------------------------                                            
Ruth J. Simmons                                                 

/s/ CLAYTON K. YEUTTER                             Director             
------------------------------------                                            
Clayton K. Yeutter                                              

/s/ WILLIAM A. AYLESWORTH              Senior Vice President; Treasurer;
------------------------------------            Chief Financial Officer         
William A. Aylesworth                                           

/s/ M. SAMUEL SELF                                                      
------------------------------------       Senior Vice President; Controller;   
M. Samuel Self                          Chief Accounting Officer

  -22-
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES 

INDEX TO FINANCIAL STATEMENTS 
AND FINANCIAL STATEMENT SCHEDULES 
(Item 14(a))  

                                                Page Reference
                                                --------------
                                                   Proxy Statement
                                                  for the 2000
                                                  Annual Meeting
                                     Form 10-K     of Stockholders
                                     ---------     ---------------
Information incorporated by reference                                           
to the Registrant's Proxy Statement for                                         
the 2000 Annual Meeting of Stockholders                                         

Consolidated Financial Statements:                                              

Income for each of the three                            
years in the period ended                               
    December 31, 1999                                        B-1

Balance sheet at December 31,                           
    1999 and 1998                                            B-2

Cash flows for each of the                              
three years in the period                               
    ended December 31, 1999                                  B-3

Stockholders' equity for each of                        
the three years in the period                           
    ended December 31, 1999                                  B-4

           Notes to financial statements                            B-5 - B-29

     Report of Independent Auditors                           B-30

Consolidated Schedule for each of the three                                     
years in the period ended December 31, 1999:                                    

II.   Allowance for Losses            24                

All other schedules have been omitted since the required information is         
not present or not present in amounts sufficient to require submission of the   
schedule, or because the information required is included in the consolidated   
financial statements or the notes thereto.                                      

  -23-

                                                           Schedule II
                                                         ---------

                                                        [Enlarge/Download Table]


                           TEXAS INSTRUMENTS AND SUBSIDIARIES                              
                                   ALLOWANCE FOR LOSSES                                    
                                 (IN MILLIONS OF DOLLARS)                                  
                        Years Ended December 31, 1999, 1998, 1997                          

                     Balance at                                             Balance        
                     Beginning         Charged to                           at End         
Description           of Year           Expenses         Deductions         of Year        

Allowance for losses:                                                                      
                                                                                           

     1999              $72                $ 82             $ (87)              $67         

     1998              $75                $ 74             $ (77)              $72         

     1997              $91                $134             $(150)              $62         

Allowance for losses from uncollectible accounts, returns, etc., are deducted from accounts
receivable in the balance sheet.                                                           


  -24-

Exhibit Index                                                                   

Designation of                                                                  
Exhibit in                                                          Electronic
this Report       Description of Exhibit                            or Paper  
--------------     ----------------------                            ---------- 

 3(a)         Restated Certificate of Incorporation of the             E
    Registrant (incorporated by reference to Exhibit
  3(a) to the Registrant's Annual Report on Form
10-K for the year 1993).                    

 3(b)         Certificate of Amendment to Restated Certificate         E
    of Incorporation of the Registrant (incorporated
    by reference to Exhibit 3(b) to the Registrant's
  Annual Report on Form 10-K for the year 1993).

 3(c)         Certificate of Amendment to Restated Certificate         E
    of Incorporation of the Registrant (incorporated
    by reference to Exhibit 3(c) to the Registrant's
  Annual Report on Form 10-K for the year 1993).

 3(d)         Certificate of Amendment to Restated Certificate         E
    of Incorporation of the Registrant (incorporated
 by reference to Exhibit 3 to the Registrant's
 Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996).                       

 3(e)         Certificate of Ownership Merging Texas                   E
  Instruments Automation Controls, Inc. into the
    Registrant (incorporated by reference to Exhibit
  3(e) to the Registrant's Annual Report on Form
10-K for the year 1993).                    

 3(f)         Certificate of Elimination of Designations of            E

 3(g)         Certificate of Ownership and Merger Merging              E
Tiburon Systems, Inc. into the Registrant   
     (incorporated by reference to Exhibit 4(g) to the
Registrant's Registration Statement No.     
333-41919 on Form S-8).                     

 3(h)         Certificate of Ownership and Merger Merging              E
     Tartan, Inc. into the Registrant (incorporated by
 reference to Exhibit 4(h) to the Registrant's
Registration Statement No. 333-41919 on Form
S-8).                                       

 3(i)         Certificate of Designation relating to the               E
   Registrant's Participating Cumulative Preferred
    Stock (incorporated by reference to Exhibit 4(a)
     to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998).  

 3(j)         Certificate of Elimination of Designation of             E
      Preferred Stock of the Registrant (incorporated by
 reference to Exhibit 3(j) to the Registrant's
  Annual Report on Form 10-K for the year 1998).

 3(k)         Certificate of Ownership and Merger Merging              E
     Intersect Technologies, Inc. into the Registrant.

 3(l)         Certificate of Ownership and Merger Merging              E
Soft Warehouse, Inc. into the Registrant.   

 3(m)         Certificate of Ownership and Merger Merging              E
Silicon Systems, Inc. into the Registrant.  

 3(n)         By-Laws of the Registrant.                               E

 4(a)(i)      Rights Agreement dated as of June 18, 1998               E
between the Registrant and Harris Trust and 
   Savings Bank as Rights Agent, which includes as
Exhibit B the form of Rights Certificate    
  (incorporated by reference to Exhibit 1 to the
   Registrant's Registration Statement on Form 8-A
dated June 23, 1998).                       

 4(a)(ii)     Amendment dated as of September 18, 1998 to the          E
  Rights Agreement (incorporated by reference to
    Exhibit 2 to the Registrant's Amendment No. 1 to
      Registration Statement on Form 8-A dated September
23, 1998).                                  

4(b)         The Registrant agrees to provide the Commission,         
    upon request, copies of instruments defining the
rights of holders of long-term debt of the  
Registrant and its subsidiaries.            

 10(a)(i)     Amended and Restated TI Deferred Compensation            E
Plan.*                                      

 10(a)(ii)    First Amendment to Restated TI Deferred                  E
Compensation Plan.*                         

 10(a)(iii)   Second Amendment to Restated TI Deferred                 E
Compensation Plan.*                         

 10(b)(i)     TI Employees Supplemental Pension Plan.*                 E

 10(b)(ii)    First Amendment to TI Supplemental Pension Plan.*        E

 10(c)        Texas Instruments Long-Term Incentive Plan               E
   (incorporated by reference to Exhibit 10(a)(ii)
  to the Registrant's Annual Report on Form 10-K
for the year 1993).*                        

 10(d)        Texas Instruments 1996 Long-Term Incentive Plan          E
   (incorporated by reference to Exhibit 10 to the
  Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996).*          

 10(e)        Texas Instruments Executive Officer Performance          E
Plan (incorporated by reference to the      
  Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997).*         

 10(f)        Texas Instruments Restricted Stock Unit Plan for         E
Directors (incorporated by reference to     
Exhibit 10(e) to the Registrant's Quarterly 
Report on Form 10-Q for the quarter ended   
March 31, 1998).                            

 10(g)        Texas Instruments Directors Deferred Compensation        E
    Plan (incorporated by reference to Exhibit 10(f)
     to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1998).      

 10(h)        Texas Instruments Stock Option Plan for                  E
     Non-Employee Directors (incorporated by reference
      to Exhibit 10(g) to the Registrant's Annual Report
on Form 10-K for the year 1998).            

 10(i)        Asset Purchase Agreement dated as of January 4,          E
    1997 between the Registrant and Raytheon Company
     (exhibits and schedules omitted) (incorporated by
reference to Exhibit 2.1 to the Registrant's
Current Report on Form 8-K dated January 4, 
1997).                                      

 10(j)        Acquisition Agreement dated as of June 18, 1998          E
     between Texas Instruments Incorporated and Micron
      Technology, Inc. (exhibit C omitted) (incorporated
   by reference to Exhibit 2.1 to the Registrant's
    Current Report on Form 8-K dated June 18, 1998).

 10(k)        Second Amendment to Acquisition Agreement dated as       E
   of September 30, 1998 between Texas Instruments
Incorporated and Micron Technology, Inc.    
    (incorporated by reference to Exhibit 2.2 to the
 Registrant's Current Report on Form 8-K dated
October 15, 1998).                          

 10(l)        Securities Rights and Restrictions Agreement dated       E
      as of September 30, 1998 between Texas Instruments
Incorporated and Micron Technology, Inc.    
      (incorporated by reference to Exhibit 10(k) to the
   Registrant's Annual Report on Form 10-K for the
year 1998).                                 

 11           Computation of Earnings Per Common and Dilutive          E
Potential Common Share.                     

 12           Computation of Ratio of Earnings to Fixed Charges.       E

 13           Portions of Registrant's Proxy Statement for the         E
    2000 Annual Meeting of Stockholders Incorporated
     by Reference Herein (incorporated by reference to
     Exhibit B to the Registrant's Proxy Statement for
the 2000 Annual Meeting of Stockholders).   

 21           List of Subsidiaries of the Registrant.                  E

 23           Consent of Ernst & Young LLP.                            E

 27           Financial Data Schedule as of December 31,               E
1999 and for the year then ended.           

 27.1         Restated Financial Data Schedule as of                   E
  December 31, 1998 and for the year then ended.

 27.2         Restated Financial Data Schedule as of                   E
  December 31, 1997 and for the year then ended.
----------------                                                                
*Executive Compensation Plans and Arrangements:                                 

Amended and Restated TI Deferred Compensation Plan.         

First Amendment to Restated TI Deferred Compensation Plan.  

Second Amendment to Restated TI Deferred Compensation Plan. 

TI Employees Supplemental Pension Plan.                     

First Amendment to TI Supplemental Pension Plan.            

Texas Instruments Long-Term Incentive Plan (incorporated by 
       reference to Exhibit 10(a)(ii) to the Registrant's Annual Report on
Form 10-K for the year 1993).                               

    Texas Instruments 1996 Long-Term Incentive Plan (incorporated by
        reference to Exhibit 10 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1996).                  

      Texas Instruments Executive Officer Performance Plan (incorporated
      by reference to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997).                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K405’ Filing		Date		Other Filings
Filed on:		3/3/00
		2/18/00
		1/31/00		PRE 14A
		1/20/00
For Period End:		12/31/99		10-K405/A,  PRE 14A
		12/6/99		8-K
		10/15/99		8-K,  S-4
		4/22/99
		12/31/98		10-K405,  10-K405/A,  DEF 14A
		10/15/98		8-K
		9/30/98		10-Q,  3,  8-K
		9/23/98
		9/18/98
		6/23/98		8-A12B
		6/18/98		8-K
		3/31/98		10-Q
		3/19/98
		12/31/97		10-K,  DEF 14A,  PRE 14A
		3/31/97		10-Q
		1/4/97		8-K
		6/30/96		10-Q
				List all Filings