Document/ExhibitDescriptionPagesSize
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2: EX-10.K Material Contract HTML 63K
3: EX-10.L Material Contract HTML 64K
4: EX-21 Subsidiaries List HTML 41K
5: EX-23 Consent of Expert or Counsel HTML 30K
10: EX-97 Clawback Policy re: Recovery of Erroneously HTML 35K Awarded Compensation
6: EX-31.A Certification -- §302 - SOA'02 HTML 33K
7: EX-31.B Certification -- §302 - SOA'02 HTML 33K
8: EX-32.A Certification -- §906 - SOA'02 HTML 30K
9: EX-32.B Certification -- §906 - SOA'02 HTML 30K
16: R1 Cover Page HTML 95K
17: R2 Audit Information HTML 34K
18: R3 Consolidated Statements of Income HTML 113K
19: R4 Consolidated Statements of Comprehensive Income HTML 73K
20: R5 Consolidated Statements of Comprehensive Income HTML 42K
(Parenthetical)
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(Parenthetical)
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Geographic Area Information
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Policies and Practices
28: R13 Stock Compensation HTML 105K
29: R14 Income Taxes HTML 131K
30: R15 Financial Instruments and Risk Concentration HTML 35K
31: R16 Valuation of Debt and Equity Investments and HTML 117K
Certain Liabilities
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33: R18 Debt and Lines of Credit HTML 67K
34: R19 Leases HTML 60K
35: R20 Commitments and Contingencies HTML 43K
36: R21 Supplemental financial information HTML 109K
37: R22 Basis of Presentation and Significant Accounting HTML 107K
Policies and Practices (Policies)
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Geographic Area Information (Tables)
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Policies and Practices (Tables)
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41: R26 Income taxes (Tables) HTML 134K
42: R27 Valuation of Debt and Equity Investments and HTML 115K
Certain Liabilities (Tables)
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44: R29 Debt and Lines of Credit (Tables) HTML 61K
45: R30 Leases (Tables) HTML 63K
46: R31 Commitments and Contingencies (Tables) HTML 39K
47: R32 Supplemental financial information (Tables) HTML 128K
48: R33 Description of Business, Including Segment and HTML 31K
Geographic Area Information - Additional
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49: R34 Description of Business, Including Segment and HTML 45K
Geographic Area Information - Schedule of Revenue
and Operating Profit by Segment (Details)
50: R35 Description of Business, Including Segment and HTML 62K
Geographic Area Information - Schedule of Revenue
by Geographic Area (Details)
51: R36 Description of Business, Including Segment and HTML 45K
Geographic Area Information - Schedule of
Property, Plant and Equipment by Geographic Area
(Details)
52: R37 Basis of Presentation and Significant Accounting HTML 51K
Policies and Practices - Additional Information
(Details)
53: R38 Basis of Presentation and Significant Accounting HTML 79K
Policies and Practices - Earnings Per Share
(Details)
54: R39 Stock Compensation - Additional Information HTML 59K
(Details)
55: R40 Stock Compensation - Expense (Details) HTML 48K
56: R41 Stock Compensation - Fair-value Methods and HTML 42K
Assumptions (Details)
57: R42 Stock Compensation - Stock Options and RSUs HTML 79K
Outstanding (Details)
58: R43 Stock Compensation - Exercise Price Range HTML 44K
(Details)
59: R44 Stock Compensation - Options Vested and Expected HTML 64K
to Vest (Details)
60: R45 Stock Compensation - Effect on Shares Outstanding HTML 37K
and Treasury Shares (Details)
61: R46 Stock Compensation - Effects on Cash Flows HTML 37K
(Details)
62: R47 Income taxes - Income before income taxes HTML 39K
(Details)
63: R48 Income taxes - Provision for income taxes HTML 63K
(Details)
64: R49 Income taxes - Reconciliation items from U.S. HTML 47K
statutory income tax rate to the effective tax
rate (Details)
65: R50 Income taxes - Components of deferred tax assets HTML 66K
and liabilities (Details)
66: R51 Income taxes - Deferred tax assets and liabilities HTML 36K
(Details)
67: R52 Income Taxes - Additional Information (Details) HTML 40K
68: R53 Income taxes - Uncertain tax positions (Details) HTML 47K
69: R54 Financial Instruments and Risk Concentration - HTML 53K
Additional Information (Details)
70: R55 Valuation of Debt and Equity Investments and HTML 65K
Certain Liabilities - Investments at Fair Value
(Details)
71: R56 Valuation of Debt and Equity Investments and HTML 42K
Certain Liabilities - Additional Information
(Details)
72: R57 Valuation of Debt and Equity Investments and HTML 34K
Certain Liabilities - Aggregate Maturities of
Available-for-sale Debt Investments (Details)
73: R58 Valuation of Debt and Equity Investments and HTML 68K
Certain Liabilities - Fair Value Assets and
Liabilities Measured on Recurring Basis (Details)
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Defined Benefit and Retiree Health Care Benefit
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78: R63 Postretirement Benefit Plans - Schedule of Change HTML 77K
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79: R64 Postretirement Benefit Plans - Plan Assets by HTML 92K
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80: R65 Postretirement Benefit Plans - Weighted Average HTML 53K
Assumptions Used (Details)
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Benefits Payments (Details)
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Trend Rates (Details)
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Debt Outstanding (Details)
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Related to Leases (Details)
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plant and equipment at cost (Details)
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reclassified out of accumulated other
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‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
The following Recoupment Policy (the “Policy”) is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”) and Nasdaq Listing Rule 5608.
2. Recoupment
In
the event that Texas Instruments Incorporated (the “Company”) is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Company, at the direction of the Compensation Committee of the Board of Directors or such other committee of independent directors determined by the Board of Directors (the “Administrator”), shall reasonably promptly, after a review of the facts and circumstances, seek to recover incentive-based compensation (as defined in Rule 10D-1 “Incentive-Based Compensation”)
received by any current or former executive officer during the three completed fiscal years immediately preceding the date that the Company is required to prepare such an accounting restatement in excess of the amount of Incentive-Based Compensation that otherwise would have been received by the executive officer had such Incentive-Based Compensation been determined based on the restated financial results, calculated on a pre-tax basis. The Company shall not indemnify any executive officer, directly or indirectly, for any losses that such executive officer may incur in connection with the recovery of such amounts pursuant to this paragraph, including through the payment of insurance premiums or gross-up payments.
The Administrator shall determine,
in its sole discretion, the timing and manner for promptly recouping any such Incentive-Based Compensation under this Policy. The Company is authorized and directed to recoup such Incentive-Based Compensation in compliance with this Policy unless the Administrator has determined that recovery would be impracticable in accordance with Rule 10D-1.
For purposes of this Policy, the term “executive officer” means any officer of the Company, as determined by the Administrator in accordance with the definition of executive officer set forth in Rule 10D-1 and as otherwise determined by the Administrator. This Policy applies to Incentive-Based Compensation received by an executive officer after he or she commenced service as an executive officer
and served in such capacity at any time during the performance period for the Incentive-Based Compensation.
In addition, the Administrator may, in its sole discretion, determine whether and to what extent additional recoupment of any compensation of current or former executive officers is appropriate to address the circumstances surrounding an accounting restatement including, but not limited to, with respect to the compensation of any current or former executive officer whose fraud or willful misconduct contributed to the need for an accounting restatement.
Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies, rights or requirements with respect to the clawback or recoupment
of any compensation that may be available to the Company pursuant to the terms of any other recoupment or clawback policy of the Company (or any of its affiliates) that may be in effect from time to time, any provisions in any employment agreement, offer letter, equity plan, equity award agreement or similar plan or agreement, and any other legal remedies available to the Company, as well as applicable law, stock market or exchange rules, listing standards or regulations; provided, however, that any amounts recouped or clawed back under any other policy that would be recoupable under this Policy shall count toward any required clawback
or recoupment under this Policy and vice versa.
3. Administration
The Administrator shall have full power and authority to (i) administer and interpret this Policy; (ii) correct any defect, supply any omission and reconcile any inconsistency in this Policy; and (iii) make any other determination and take any other action that the Administrator deems necessary or desirable for the administration of this Policy and to comply with applicable law (including Section 10D of the Exchange Act) and applicable stock market or exchange rules and regulations. The Administrator may amend, supplement, rescind or replace all or any portion of this Policy at any time. All determinations by the Administrator with respect to this Policy shall be final and binding on all interested parties.
4. Miscellaneous
All
issues concerning the construction, validity, enforcement and interpretation of this Policy and its incorporation into any related documents, including, without limitation, any employment agreement, offer letter, equity award agreement or similar agreement, shall be governed by, and construed in accordance with, the laws of the State of Texas, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas.
If any provision of this Policy is determined to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted by applicable law and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under
applicable law.
