Texas Instruments Inc – ‘10-K405’ for 12/31/00

On:  Tuesday, 2/27/01, at 7:40pm ET   ·   As of:  2/28/01   ·   For:  12/31/00   ·   Accession #:  97476-1-7   ·   File #:  1-03761

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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                27    117K 
 2: EX-10       Ex-10(A)(Iv)                                           1      7K 
 3: EX-10       Ex-10(I)                                               6±    23K 
 4: EX-11       Statement re: Computation of Earnings Per Share        2±     8K 
 5: EX-12       Statement re: Computation of Ratios                    1      6K 
 6: EX-21       Subsidiaries of the Registrant                         2±    11K 
 7: EX-23       Consent of Experts or Counsel                          1      9K 

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

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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, 2000 
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 $77,800,000,000 as of January 31, 2001.            

1,734,216,602 
---------------------------------------------------------------------   
(Number of shares of common stock outstanding as of January 31, 2001)           

Parts I, II, III and IV hereof incorporate information by reference to the      
Registrant's proxy statement for the 2001 annual meeting of stockholders.       

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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 28 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 2001 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 devices,         
application-specific integrated circuits, reduced instruction-set computing     
microprocessors, microcontrollers and digital imaging devices.                  

The semiconductor business comprised 87% of TI's 2000 revenues.  TI's           
semiconductor products are used in a diverse range of electronic systems,       
including cellular telephones, personal computers, servers, communications      
infrastructure equipment, digital cameras, digital audio players, motor         
controls and automobiles.  Products are sold to original-equipment              
manufacturers, contract manufacturers and distributors.  TI's semiconductor     
patent portfolio has been established as an ongoing contributor to              
semiconductor revenues. Revenues generated from sales to TI's top five          
semiconductor customers accounted for approximately 28% of total                
semiconductor revenues in 2000.                                                 

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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 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             
semiconductor process 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.    

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

In addition to semiconductors, TI has two other principal segments.  The        
largest, representing 9% of TI's 2000 revenues, is Sensors & Controls           
(formerly known as Materials & Controls).  This business sells electrical and   
electronic controls, sensors and radio-frequency identification systems into    
commercial and industrial markets.  Typically the top supplier in targeted      
product areas, Sensors & Controls faces strong multinational and regional       
competitors.  The primary competitive factors in this business are product      
reliability, manufacturing costs and engineering expertise.  The products of    
the business are sold to original equipment manufacturers and distributors.     
Revenues generated from sales to TI's top five Sensors & Controls customers     
accounted for approximately 28% of total Sensors & Controls revenues in 2000.   

Educational & Productivity Solutions (E&PS) represents 4% of TI's 2000          
revenues and is a leading supplier of graphing and educational calculators.     
This business sells primarily through retailers and to schools through          
instructional dealers.  TI's principal competitors in this business are         
Japan- 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 five       
E&PS customers accounted for approximately 38% of total E&PS revenues in        
2000.                                                                           

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      
2000, to support TI's focus on digital signal processors and analog             

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integrated circuits, it acquired technology companies that brought unique       
expertise in key markets for these core product areas.  In the first quarter,   
TI acquired Toccata Technology ApS, a developer of digital-audio amplifier      
technology and board solutions.  In the third quarter, TI acquired Burr-Brown   
Corporation, a developer of analog semiconductors, principally in the data      
converter and amplifier segments of the market; Dot Wireless, Inc., a           
developer of CDMA third-generation wireless system architecture and protocol    
software for voice and high-speed data applications; and Alantro                
Communications, Inc., a developer of wireless local area networking             
technology.  The acquisition of Burr-Brown was accounted for as a pooling of    
interests in 2000.  All prior periods have been restated.  In addition, in      
the fourth quarter, Sensors & Controls divested its specialty-clad metals and   
electrical contacts activity.                                                   

Backlog                                                                         
-------                                                                         

The dollar amount of backlog of orders believed by TI to be firm was $2411      
million as of December 31, 2000 and $1907 million as of December 31, 1999.      
Backlog orders are, under certain circumstances, subject to cancellation.       
Also, there is generally a short cycle between order and shipment.              
Accordingly, the company believes that its backlog as of any particular date    
may not be indicative of revenue for any future period.                         

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" and TI's corporate monogram.                                       

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Research and Development                                                        
------------------------                                                        

TI's research and development expense was $1747 million in 2000, compared       
with $1379 million in 1999 and $1265 million in 1998.  Included is a charge     
for the value of acquisition-related purchased in-process research and          
development of $112 million in 2000, $79 million in 1999 and $25 million in     
1998.                                                                           

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, 2000 on page B-39 of TI's proxy statement for the 2001 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 the     
factors discussed elsewhere in this and other of TI's filings 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.  In particular, TI's strategic focus in this business is on the     

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development and marketing of digital signal processors and analog integrated    
circuits.  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       
demand for digital signal processors or analog integrated circuits decreases    
or if these markets grow at a pace significantly less than that projected by    
management.                                                                     

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 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 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.                 

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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.  Access to worldwide markets      
depends on the continued strength of TI's intellectual property portfolio.      
Future royalty revenue depends on the strength of TI's portfolio and            
enforcement efforts, and on the sales and financial stability of TI's           
licensees.  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 or that it can do so without         
infringing the intellectual property rights of others.  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,   
personal computer and communications infrastructure markets. 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.   

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 28 countries worldwide and in 2000 derived in excess of
72% 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    

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detail on pages B-11 and B-43 of TI's proxy statement for the                   
2001 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 design or              
manufacturing 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            
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.                                    

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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.                

                                                                [Download Table]
                                        Sensors                             
                       Semiconductor   & Controls       E&PS                
                       -------------   ------------     ----                
                                                                            
Dallas, Texas(1)              X             X             X                 
Houston, Texas                X                                             
Sherman, Texas(1)(2)          X                                             
Tucson, Arizona               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 17,300,000         
square feet as of December 31, 2000, of which approximately 3,000,000 square    
feet were leased.  TI's facilities outside the United States contained          
approximately 5,500,000 square feet as of December 31, 2000, of which           
approximately 1,600,000 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 2000, the company           
utilized substantially all of the space in its facilities.                      

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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.                                                                     

ITEM 3.   Legal Proceedings.                                                    

Italian government auditors have substantially completed a review, conducted    
in the ordinary course, of approximately $275 million of grants from the        
Italian government to TI's former memory operations in Italy.  The auditors     
have raised a number of issues relating to compliance with grant requirements   
and the eligibility of specific expenses for the grants. These issues are       
subject to final decision by the Ministry of the Treasury.  Depending on the    
Ministry's decision, the review may result in a demand from the Italian         
government that TI repay a portion of the grants.  In November 2000, a          
criminal proceeding concerning a portion of the grants relating to specified    
research and development activities was dismissed without indictment.  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-52 of TI's proxy        
statement for the 2001 annual meeting of stockholders, and the information      
concerning the number of stockholders of record at December 31, 2000 on page    
B-39 of such proxy statement, are incorporated herein by reference to such      
proxy statement.                                                                

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ITEM 6.   Selected Financial Data.                                              

The "Summary of Selected Financial Data" for the years 1996 through 2000        
which appears on page B-39 of TI's proxy statement for the 2001 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.                                      

The information contained under the caption "Management Discussion and          
Analysis of Financial Condition and Results of Operations" on pages B-40        
through B-50 of TI's proxy statement for the 2001 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-43 through B-45 of   
TI's proxy statement for the 2001 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, 2000 and   
1999 and for each of the three years in the period ended December 31, 2000,     
and the report thereon of the independent auditors, on pages B-1 through        
B-38 of TI's proxy statement for the 2001 annual meeting of stockholders,       
are incorporated herein by reference to such proxy statement.                   

The "Quarterly Financial Data" on pages B-51 and B-52 of TI's proxy statement   
for the 2001 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.                                                                 

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 2001 annual          
meeting of stockholders, is incorporated herein by reference to such proxy      
statement.                                                                      

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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:                                            

                                                                [Download Table]
       Name                   Age               Position                    

                                                                            
William A. Aylesworth         58         Senior Vice President,             
                                         Treasurer and                      
                                         Chief Financial Officer            

Gilles Delfassy               45         Senior Vice President              

Thomas J. Engibous            48         Director; Chairman of the          
                                         Board, President and               
                                         Chief Executive Officer            

Michael J. Hames              42         Senior Vice President              

Joseph F. Hubach              43         Senior Vice President,             
                                         Secretary and                      
                                         General Counsel                    

Stephen H. Leven              49         Senior Vice President              

Keh-Shew Lu                   54         Senior Vice President              

Richard J. Schaar             55         Senior Vice President              
                                         (President, Educational &          
                                         Productivity Solutions)            

M. Samuel Self                61         Senior Vice President and          
                                         Controller (Chief Accounting       
                                         Officer)                           

Elwin L. Skiles, Jr.          59         Senior Vice President              

Richard K. Templeton          42         Executive Vice President and       
                                         Chief Operating Officer (President,
                                         Semiconductor)                     

Teresa L. West                40         Senior Vice President              

Thomas Wroe                   50         Senior Vice President              
                                         (President, Sensors & Controls)    


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.           
Messrs. Delfassy and Hames were elected to their respective offices on          
November 30, 2000.  The most recent date of election of the other officers      
was April 20, 2000.  Messrs. Aylesworth, Engibous and Skiles have served as     

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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. Delfassy, Hames,        
Hubach, Leven, Lu, Schaar, Self, and Wroe have served as officers of the        
company since 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 2001 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 2001 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.                                                                 

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 21 hereof.                                                        

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3.  Exhibits:                                                           

                                                                [Download Table]
  Designation of                                                             
  Exhibit in                                                                 
  this Report                       Description of Exhibit                   
--------------   ------------------------------------------------------------
                                                                             
     2            Agreement and Plan of Merger, dated as of June 21, 2000,   
                  by and among the Registrant, Burr-Brown Corporation and    
                  Burma Acquisition Corp. (disclosure schedules omitted;     
                  Registrant agrees to provide the Commission, upon request, 
                  copies of such schedules)(incorporated by reference to     
                  Texas Instruments Tucson Corporation's Current Report on   
                  Form 8-K dated June 22, 2000).                             

     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 (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).                                                     

                                         14                                  

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     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 (incorporated by    
                  reference to Exhibit 3(k) to the Registrant's Annual Report
                  on Form 10-K for the year 1999).                           

     3(l)         Certificate of Ownership and Merger Merging Soft Warehouse,
                  Inc. into the Registrant (incorporated by reference to     
                  Exhibit 3(l) to the Registrant's Annual Report on Form 10-K
                  for the year 1999).                                        

     3(m)         Certificate of Ownership and Merger Merging Silicon        
                  Systems, Inc. into the Registrant (incorporated by         
                  reference to Exhibit 3(m) to the Registrant's Annual Report
                  on Form 10-K for the year 1999).                           

     3(n)         Certificate of Amendment to Restated Certificate of        
                  Incorporation (incorporated by reference to Exhibit        
                  3(n) to the Registrant's Registration Statement on         
                  Form S-4 No. 333-41030 filed on July 7, 2000).             

     3(o)         By-Laws of the Registrant (incorporated by reference to    
                  Exhibit 3(n) to the Registrant's Annual Report on Form 10-K
                  for the year 1999).                                        

     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         
                  (incorporated by reference to Exhibit 10(a)(i) to the      
                  Registrant's Annual Report on Form 10-K for the year       
                  1999).*                                                    

                                         15                                  

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     10(a)(ii)    First Amendment to Restated TI Deferred Compensation Plan  
                  (incorporated by reference to Exhibit 10(a)(ii) to the     
                  Registrant's Annual Report on Form 10-K for the year       
                  1999).*                                                    

     10(a)(iii)   Second Amendment to Restated TI Deferred Compensation Plan 
                  (incorporated by reference to Exhibit 10(a)(iii) to the    
                  Registrant's Annual Report on Form 10-K for the year       
                  1999).*                                                    

     10(a)(iv)    Third Amendment to Restated TI Deferred Compensation Plan.*

     10(b)(i)     TI Employees Supplemental Pension Plan (incorporated by    
                  reference to Exhibit 10(b)(i) to the Registrant's Annual   
                  Report on Form 10-K for the year 1999).*                   

     10(b)(ii)    First Amendment to TI Supplemental Pension Plan            
                  (incorporated by reference to Exhibit 10(b)(ii) to the     
                  Registrant's Annual Report on Form 10-K for the year       
                  1999).*                                                    

     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 2000 Long-Term Incentive Plan            
                  (incorporated by reference to Exhibit 10(e) to the         
                  Registrant's Registration Statement on Form S-4            
                  No. 333-41030 filed on July 7, 2000).*                     

     10(f)        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(g)        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(h)        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(i)        Texas Instruments Stock Option Plan for Non-Employee       
                  Directors.                                                 

                                         16                                  

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     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 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 2001 Annual   
                  Meeting of Stockholders Incorporated by Reference Herein   
                  (incorporated by reference to Exhibit B to the Registrant's
                  Proxy Statement for the 2001 Annual Meeting of             
                  Stockholders).                                             

     21           List of Subsidiaries of the Registrant.                    

     23           Consent of Ernst & Young LLP.                              

----------------                                                             
* Executive Compensation Plans and Arrangements.                             

(b) Reports on Form 8-K:                                                        

Not applicable.                                                                 

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"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.                

-   Timely completion and successful integration of announced acquisitions.     

-   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.                                         

-   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 update the forward-looking statements to reflect subsequent       
events or circumstances.                                                        

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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 27, 2001                                                        

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 27th day of February 2001.    

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                                                  

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

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

                        Director
------------------------------------                                            
David R. Goode                                                  

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

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

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

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

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

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TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES 

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

                                                                [Download Table]
                                                          Page Reference    
                                                          --------------    
                                                          Proxy Statement   
                                                           for the 2001     
                                                          Annual Meeting    
                                            Form 10-K     of Stockholders   
                                            ---------     ---------------   
Information incorporated by reference                                       
to the Registrant's Proxy Statement for                                     
the 2001 Annual Meeting of Stockholders                                     

Consolidated Financial Statements:                                          

                                                                            
            Income for each of the three                                    
            years in the period ended                                       
            December 31, 2000                                     B-1       

            Balance sheet at December 31,                                   
            2000 and 1999                                         B-2       

            Cash flows for each of the                                      
            three years in the period                                       
            ended December 31, 2000                               B-3       

            Stockholders' equity for                                        
            each of the three years in the                                  
            period ended December 31, 2000                        B-4       

            Notes to financial statements                         B-5 - B-37

            Report of Independent Auditors                        B-38      


Consolidated Schedule for each of the three                                     
years in the period ended December 31, 2000:                                    

II.   Allowance for Losses                              

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.                                      

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                                                       Schedule II

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES       
ALLOWANCE FOR LOSSES          
(In Millions of Dollars)          
Years Ended December 31, 2000, 1999, 1998           

Additions                 
Balance at     Charged to                     Balance   
Beginning      Operating                      at End    
of Year        Results       Usage            of Year   
[S]          [C]            [C]           [C]              [C]                  
2000         $56                  $79           $(81)            $54            
----         ===            ===           =====            ===                  

1999         $60            $83           $(87)            $56                  
----         ===            ===           =====            ===                  

1998         $63            $74           $(77)            $60                  
----         ===            ===           =====            ===                  

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

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                                                                [Download Table]
Exhibit Index                                                                

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

                                                                             
2           Agreement and Plan of Merger, dated as of June 21,        E      
            2000, by and among the Registrant, Burr-Brown                    
            Corporation and Burma Acquisition Corp. (disclosure              
            schedules omitted; Registrant agrees to provide the              
            Commission, upon request, copies of such schedules)              
            (incorporated by reference to Texas Instruments                  
            Tucson Corporation's Current Report on Form 8-K                  
            dated June 22, 2000).                                            

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      
            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               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).                                      

                                         23                                  

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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 (incorporated by reference to                         
            Exhibit 3(k) to the Registrant's Annual Report                   
            on Form 10-K for the year 1999).                                 

3(l)        Certificate of Ownership and Merger Merging               E      
            Soft Warehouse, Inc. into the Registrant                         
            (incorporated by reference to Exhibit 3(l) to                    
            the Registrant's Annual Report on Form 10-K for                  
            the year 1998).                                                  

3(m)        Certificate of Ownership and Merger Merging               E      
            Silicon Systems, Inc. into the Registrant                        
            (incorporated by reference to Exhibit 3(m) to                    
            the Registrant's Annual Report on Form 10-K for                  
            the year 1998).                                                  

3(n)        Certificate of Amendment to Restated Certificate of       E      
            Incorporation (incorporated by reference to                      
            Exhibit 3(n) to the Registrant's Registration                    
            Statement on Form S-4 No. 333-41030 filed on                     
            July 7, 2000).                                                   

3(o)        By-Laws of the Registrant (incorporated by                E      
            reference to Exhibit 3(n) to the Registrant's                    
            Annual Report on Form 10-K for the year 1999).                   

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).                                            

                                         24                                  

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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                      E      
            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        E      
            (incorporated by reference to Exhibit 10(a)(i)                   
            to the Registrant's Annual Report on Form 10-K                   
            for the year 1999).*                                             

10(a)(ii)   First Amendment to Restated TI Deferred                   E      
            Compensation Plan (incorporated by reference to                  
            Exhibit 10(a)(ii) to the Registrant's Annual                     
            Report on Form 10-K for the year 1999).*                         

10(a)(iii)  Second Amendment to Restated TI Deferred                  E      
            Compensation Plan (incorporated by reference to                  
            Exhibit 10(a)(iii) to the Registrant's Annual                    
            Report on Form 10-K for the year 1999).*                         

10(a)(iv)   Third Amendment to Restated TI Deferred                   E      
            Compensation Plan.*                                              

10(b)(i)    TI Employees Supplemental Pension Plan                    E      
            (incorporated by reference to Exhibit 10(b)(i)                   
            to the Registrant's Annual Report on Form 10-K                   
            for the year 1999).*                                             

10(b)(ii)   First Amendment to TI Supplemental Pension Plan           E      
            (incorporated by reference to Exhibit 10(b)(ii)                  
            to the Registrant's Annual Report on Form 10-K                   
            for the year 1999).*                                             

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 2000 Long-Term Incentive Plan           E      
            (incorporated by reference to Exhibit 10(e) to the               
            Registrant's Registration Statement on Form S-4                  
            No. 333-41030 filed on July 7, 2000).*                           

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10(f)       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(g)       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(h)       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(i)       Texas Instruments Stock Option Plan for                   E      
            Non-Employee Directors.                                          

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      

                                         26                                  

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13          Portions of Registrant's Proxy Statement for the          E      
            2001 Annual Meeting of Stockholders                              
            Incorporated by Reference Herein (incorporated                   
            by reference to Exhibit B to the Registrant's                    
            Proxy Statement for the 2001 Annual Meeting of                   
            Stockholders).                                                   

21          List of Subsidiaries of the Registrant.                   E      

23          Consent of Ernst & Young LLP.                             E      

----------------                                                             
*Executive Compensation Plans and Arrangements.                              


27

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K405’ Filing		Date		First		Last			Other Filings
Filed as of:		2/28/01
Filed on:		2/27/01		19					DEF 14A
		1/31/01		1
For Period End:		12/31/00		1		22
		11/30/00		12					424B4
		7/7/00		15		25			S-4
		6/22/00		14		23
		6/21/00		14					425,  8-K
		4/20/00		12					10-Q,  DEF 14A
		12/31/99		4		22			10-K405,  10-K405/A,  PRE 14A
		12/31/98		22					10-K405,  10-K405/A,  DEF 14A
		10/15/98		17		26			8-K
		9/30/98		14		26			10-Q,  3,  8-K
		9/23/98		15		25
		9/18/98		15		25
		6/23/98		15		24			8-A12B
		6/18/98		15		26			8-K
		3/31/98		16		26			10-Q
		3/31/97		16		26			10-Q
		6/30/96		14		25			10-Q
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