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

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405/A   Amendment to Annual Report -- [x] Reg. S-K Item       12±    49K 
                          405                                                    
 2: EX-23.1     Consent of Experts or Counsel                          1      7K 

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

SECURITIES AND EXCHANGE COMMISSION  

Washington, D. C.  20549  

FORM 10-K/A 

AMENDMENT NO. 1 TO
   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934  

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

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

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

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

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

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

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

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

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

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

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

Part IV hereof incorporates information by reference to the Registrant's        
proxy statement for the 2000 annual meeting of stockholders.                    

List of Items Amended     

Part IV     

Item                                                                   Page     
----                                                                   ----     

14.       Exhibits, Financial Statement Schedules, and Reports                  
   on Form 8-K                                                   2

Text of Amendments  

Explanatory Note:  The annual report on Form 10-K for the year ended December   
31, 1999 of Texas Instruments Incorporated that was filed on March 3, 2000      
(the "Original Filing") is hereby amended by deleting Item 14 in its entirety   
and replacing it with the Item 14 included herein.  The purpose of the          
amendment is to make certain changes to Schedule II, Allowance for Losses.      

       Any items in the Original Filing not expressly changed hereby shall
be as set forth in the Original Filing.  All information contained in this      
amendment and the Original Filing is subject to updating and supplementing as   
provided in the company's periodic reports filed with the SEC subsequent to     
the date of such reports.                                                       

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 8 hereof.                       

3.  Exhibits:                                     

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

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

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

 -2-

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).  

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 -4-

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

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

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

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

10(k)        Second Amendment to Acquisition Agreement dated as       
   of September 30, 1998 between Texas Instruments
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           Exhibit B to the Registrant's Proxy Statement for the    
       2000 Annual Meeting of Stockholders, which contains
    Registrant's 1999 annual report to stockholders,
     incorporated by reference herein (incorporated by
         reference to the Registrant's Proxy Statement for the
2000 Annual Meeting of Stockholders).       

21           List of Subsidiaries of the Registrant.+                 

23           Consent of Ernst & Young LLP.+                           

 -5-
23.1         Consent of Ernst & Young LLP.                            

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

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

27.2         Restated Financial Data Schedule as of                   
   December 31, 1997 and for the year then ended.+
----------------                                                                
+Previously filed with the Registrant's Annual Report on Form 10-K for the      
year 1999.                                                                    
*Executive Compensation Plans and Arrangements:                                 
Amended and Restated TI Deferred Compensation Plan.         

First Amendment to Restated TI Deferred Compensation Plan.  

Second Amendment to Restated TI Deferred Compensation Plan. 

TI Employees Supplemental Pension Plan.                     

First Amendment to TI Supplemental Pension Plan.            

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

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

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

(b) Reports on Form 8-K:                                                        

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

 -6-

SIGNATURE       

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange  
Act of 1934, the Registrant has duly caused this amendment 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:  March 22, 2000                                                           

 -7-

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES 

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

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

Consolidated Financial Statements:                                              

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

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

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

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

           Notes to financial statements                            B-5 - B-29

     Report of Independent Auditors                           B-30

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

II.   Allowance for Losses             9                

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.                                      

 -8-

                                                           Schedule II
                                                           -----------

                                                        [Enlarge/Download Table]


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

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

Allowance for losses:                                                                      
                                                                                           

     1999              $72                $ 82             $ (87)              $67         

     1998              $62                $ 87             $ (77)              $72         

     1997              $88                $124             $(150)              $62         

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


 -9-

Exhibit Index       

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

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

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

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

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

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

 3(f)         Certificate of Elimination of Designations of            E

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 12           Computation of Ratio of Earnings to Fixed Charges.       E

 13           Exhibit B to the Registrant's Proxy Statement for        E
  the 2000 Annual Meeting of Stockholders, which
contains Registrant's 1999 annual report to 
  stockholders, incorporated by reference herein
  (incorporated by reference to the Registrant's
  Proxy Statement for the 2000 Annual Meeting of
Stockholders).                              

 21           List of Subsidiaries of the Registrant.                  E

 23           Consent of Ernst & Young LLP.                            E

 23.1         Consent of Ernst & Young LLP                             E

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

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

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

Amended and Restated TI Deferred Compensation Plan.         

First Amendment to Restated TI Deferred Compensation Plan.  

Second Amendment to Restated TI Deferred Compensation Plan. 

TI Employees Supplemental Pension Plan.                     

First Amendment to TI Supplemental Pension Plan.            

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

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

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

Dates Referenced Herein   and   Documents Incorporated by Reference

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