Texas Instruments Inc – ‘10-K405’ for 12/31/94

As of:  Monday, 3/20/95   ·   For:  12/31/94   ·   Accession #:  97476-95-6   ·   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                13     90K 
 2: EX-10.(A)   Exhibit 10(A)(Ii)                                      9±    33K 
 3: EX-10.(B)   Exhibit 10(A)(Iii)                                     1      8K 
 4: EX-11       Statement re: Computation of Earnings Per Share        2±    10K 
 5: EX-12       Statement re: Computation of Ratios                    2±     9K 
 6: EX-13       Annual or Quarterly Report to Security Holders        41±   176K 
 7: EX-21       Subsidiaries of the Registrant                         1      6K 
 8: EX-23       Consent of Experts or Counsel                          1      8K 
 9: EX-27       Financial Data Schedule (Pre-XBRL)                     1     10K 

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

10-K405
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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, 1994     
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.)     

13500 North Central Expressway, P.O. Box 655474, Dallas, Texas,75265-5474     
-------------------------------------------------------------------------     
(Address of principal executive offices)                       (Zip Code)     

Registrant's telephone number, including area code 214-995-3773     

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    
                                               London Stock Exchange
                                              Tokyo Stock Exchange
                                                The Stock Exchanges of
                                               Zurich, Basle and
                                    Geneva
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.                                                    

The aggregate market value of voting stock held by non-affiliates of the        
Registrant was approximately $7,195,000,000 as of February 28, 1995.            

92,840,206      
---------------------------------------------------------------------     
(Number of shares of common stock outstanding as of February 28, 1995)      

Parts I, II and IV hereof incorporate information by reference to the           
Registrant's 1994 annual report to stockholders.  Part III hereof incorporates  
information by reference to the Registrant's proxy statement for the 1995       
annual meeting of stockholders.                                                 

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PART I      

ITEM 1.     Business.                                                           

General                                                                         
-------                                                                         
     Texas Instruments Incorporated (hereinafter the "Registrant,"
including subsidiaries except where the context indicates otherwise) is         
engaged in the development, manufacture and sale of a variety of products       
in the electrical and electronics industry for industrial, government and       
consumer markets.  These products consist of components, defense                
electronics and digital products.  The Registrant also produces metallurgical   
materials. In addition, the Registrant s patent portfolio has been established  
as an ongoing contributor to the Registrant s revenues.  The Registrant's       
business is based principally on its broad semiconductor technology and         
application of this technology to selected electronic end-equipment             
markets. The Registrant from time to time considers acquisitions and            
divestitures which may alter its business mix.  The Registrant may effect       
one or more such transactions at such time or times as the Registrant           
determines to be appropriate.                                                   

The information with respect to net revenues, profit and
identifiable assets of the Registrant's industry segments and operations        
outside the United States, which is contained in the note to the financial      
statements captioned "Industry Segment and Geographic Area Operations" on       
pages 37-38 of the Registrant's 1994 annual report to stockholders, is          
incorporated herein by reference to such annual report.                         

Components                                                                      
----------                                                                      
     Components consist of semiconductor integrated circuits (such
as microprocessors/microcontrollers, applications processors, memories, and     
digital and linear circuits), semiconductor discrete devices, semiconductor     
subassemblies (such as custom modules for specific applications), and           
electrical and electronic control devices (such as motor protectors, starting   
relays, circuit breakers, thermostats, sensors, and radio-frequency             
identification systems).                                                        

  These components are used in a broad range of products for
industrial end-use (such as computers, data terminals and peripheral            
equipment, telecommunications, instrumentation, and industrial motor controls   
and automation equipment), consumer end-use (such as televisions, cameras,      
automobiles, home appliances, and residential air conditioning and heating      
systems) and government end-use (such as defense and space equipment). The      
Registrant sells these components primarily to original equipment               
manufacturers principally through its own marketing organizations and to a      
lesser extent through distributors.                                             

Defense Electronics                                                             
-------------------                                                             
         Defense electronics consist of radar systems, navigation systems,
infrared surveillance and fire control systems, defense suppression missiles,   
other weapon systems (including antitank and interdiction weapons), missile     
guidance and control systems, electronic warfare systems, and other defense     
electronic equipment.  Sales are made to the U.S. government (either directly   
or through prime contractors) and to international customers approved by the    
U.S. government.                                                                

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Digital Products                                                                
----------------                                                                
      Digital products include software productivity tools, notebook
computers, printers, electronic calculators, and custom engineering and         
manufacturing services.                                                         

      Digital products are used in a broad range of enterprise-wide,
work group and personal information-based applications.  The Registrant         
markets these products through various channels, including system suppliers,    
business equipment dealers, distributors, retailers, and direct sales to end-   
users and original equipment manufacturers.                                     

Metallurgical Materials                                                         
-----------------------                                                         
         Metallurgical materials include clad metals, precision-engineered
parts and electronic connectors for use in a variety of applications such as    
appliances, automobiles, electronic components, and industrial and              
telecommunications equipment.  These metallurgical materials are primarily      
sold directly to original equipment manufacturers.  This segment also includes  
development costs associated with solar cells; the Registrant has announced     
its intention to sell its solar cell technology.                                

Competition                                                                     
-----------                                                                     
        The Registrant is engaged in highly competitive businesses.  Its
competitors include several of the largest companies in the United States,      
East Asia, particularly Japan, and elsewhere abroad as well as many small,      
specialized companies.  The Registrant is a significant competitor in each of   
its principal businesses.  Generally, the Registrant's businesses are           
characterized by rapidly changing technology which has, throughout the          
Registrant's history, intensified the competitive factors, primarily            
performance and price.                                                          

Government Sales                                                                
----------------                                                                
     Net revenues directly from federal government agencies in the
United States, principally related to the defense electronics segment,          
accounted for approximately 10% of the Registrant's net revenues in 1994.       

       Contracts for government sales generally contain provisions for
cancellation at the convenience of the government.  In addition, companies      
engaged in supplying military equipment to the government are dependent on      
congressional appropriations and administrative allotment of funds, and may be  
affected by changes in government policies resulting from various military and  
political developments.  See "ITEM 3.  Legal Proceedings."                      

Backlog                                                                         
-------                                                                         
         The dollar amount of backlog of orders believed by the Registrant
to be firm was $3913 million as of December 31, 1994 and $3805 million as of    
December 31, 1993.  Approximately 24% of the 1994 backlog (involving defense    
electronics) is not expected to be filled within the current fiscal year.  The  
backlog is significant in the business of the Registrant only as an indication  
of future revenues which may be entered on the books of account of the          
Registrant.                                                                     

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Raw Materials                                                                   
-------------                                                                   
     The Registrant purchases materials, parts and supplies from a
number of suppliers.  In addition, the Registrant produces some materials,      
parts and supplies, such as silicon wafers used in the manufacture of           
semiconductors, for its own use.  The materials, parts and supplies essential   
to the Registrant's business are generally available at present and the         
Registrant believes at this time that such materials, parts and supplies will   
be available in the foreseeable future.                                         

Patents and Trademarks                                                          
----------------------                                                          
       The Registrant owns many patents in the United States and other
countries in fields relating to its businesses.  The Registrant has developed   
a strong, broad-based patent portfolio.  The Registrant also has several        
agreements with other companies involving license rights and anticipates that   
other licenses may be negotiated in the future.  The Registrant does not        
consider its business materially dependent upon any one patent or patent        
license, although taken as a whole, the rights of the Registrant and the        
products made and sold under patents and patent licenses are important to the   
Registrant's business.  As noted above, the Registrant's patent portfolio has   
been established as an ongoing contributor to the revenues of the Registrant.   
See "ITEM 7.  Management's Discussion and Analysis of Financial Condition and   
Results of Operations" and "ITEM 3. Legal Proceedings."                         

          The Registrant 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 the Registrant's corporate monogram.                

Research and Development                                                        
------------------------                                                        
       Expenditures for research and development were $1045 million in
1994 compared with $981 million in 1993 and $891 million in 1992.  Of these     
amounts, $689 million was company funded in 1994, ($590 million in 1993 and     
$470 million in 1992), and $356 million in 1994 ($391 million in 1993 and $421  
million in 1992) was funded by others, principally the U.S. government.         

Seasonality                                                                     
-----------                                                                     
         The Registrant's revenues are subject to some seasonal variation.

Employees                                                                       
---------                                                                       
        The information concerning the number of persons employed by the
Registrant at December 31, 1994 on page 41 of the Registrant's 1994 annual      
report to stockholders is incorporated herein by reference to such annual       
report.                                                                         

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ITEM 2.     Properties.                                                         

     The Registrant's principal offices are located at 13500 North
Central Expressway, Dallas, Texas.  The Registrant owns and leases plants in    
the United States and 17 other countries for manufacturing and related          
purposes.  The following table indicates the general location of the principal  
plants of the Registrant and the industry segments which make major use of      
them.  Except as otherwise indicated, the principal plants are owned by the     
Registrant.                                                                     

                                                                [Download Table]

                                      Defense        Digital     Metallurgical
                    Components      Electronics      Products      Materials  
                    ----------      -----------      --------    -------------
                                                                              
Dallas, Texas           X                X                                    
Austin, Texas                            X               X                    
Houston, Texas          X                                                     
Lewisville, Texas                        X                                    
Lubbock, Texas          X                                X                    
McKinney, Texas                          X                                    
Plano, Texas<F1>(1)                      X               X                    
Sherman, Texas<F1>(1)   X                X                                    
Temple, Texas                                            X                    
Attleboro,              X                                              X      
  Massachusetts                                                               
Almelo, Netherlands     X                                                     
Freising, Germany       X                                                     
Avezzano, Italy<F2>(2)  X                                                     
Baguio,                 X                                                     
  Philippines<F3>(3)                                                          
Hiji, Japan             X                                                     
Kuala Lumpur,           X                                                     
  Malaysia<F1>(1)                                                             
Miho, Japan             X                                                     
Singapore<F3>(3)        X                                                     
Taipei, Taiwan          X                                                     
____________________                                                          
<F1>(1)Leased or primarily leased.                                            
<F2>(2)Owned, subject to mortgage.                                            
<F3>(3)Owned on leased land.                                                  

  The Registrant's facilities in the United States contained
approximately 18,500,000 square feet as of December 31, 1994, of which          
approximately 4,400,000 square feet were leased.  The Registrant's facilities   
outside the United States contained approximately 6,500,000 square feet as of   
December 31, 1994, of which approximately 1,600,000 square feet were leased.    

        The Registrant believes that its existing properties are in good
condition and suitable for the manufacture of its products. The Registrant's    
facility in Denton, Texas is being marketed for sale.  Otherwise, at the end    
of 1994, the Registrant utilized substantially all of the space in its          
facilities.                                                                     

    Leases covering the Registrant's leased facilities expire at
varying dates generally within the next 15 years.  The Registrant 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.                                          

5   

ITEM 3.     Legal Proceedings.                                                  

          On July 19, 1991, the Registrant filed a lawsuit in Tokyo District
Court against Fujitsu Limited ( Fujitsu ) seeking injunctive relief, alleging   
that Fujitsu's manufacture and sale of certain DRAMs infringe the Registrant's  
Japanese patent on the invention of the integrated circuit (the  Kilby          
patent).  Concurrently, Fujitsu brought a lawsuit in the same court against     
the Registrant, seeking a declaration that Fujitsu is not infringing the Kilby  
patent. On August 31, 1994, the district court ruled that Fujitsu's production  
of 1-megabit and 4-megabit DRAMs and 32K EPROMs does not infringe the Kilby     
patent.  The Registrant has appealed the court's decision to the Tokyo High     
Court.                                                                          

 The Registrant is included among a number of U.S. defense
contractors which are currently the subject of U.S. government investigations   
regarding alleged procurement irregularities.  The Registrant is unable to      
predict the outcome of the investigations at this time or to estimate the       
kinds or amounts of claims or other actions that could be instituted against    
the Registrant.  Under present government procurement regulations, such         
investigations could lead to a government contractor's being suspended or       
debarred from eligibility for awards of new government contracts for an         
initial period of up to three years.  In the current environment, even          
matters that seem limited to disputes about contract interpretation can result  
in criminal prosecution.  While criminal charges against contractors have       
resulted from such investigations, the Registrant does not believe such         
charges would be appropriate in its case and has not, at any time, lost its     
eligibility to enter into government contracts or subcontracts under these      
regulations.                                                                    

The Registrant 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 Registrant believes that in each case its liability will be         
limited to sharing clean-up or other remedial costs with other potentially      
responsible parties, in amounts that will not have a material adverse effect    
upon its financial position or results of operations.                           

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

Not applicable.                                       

Executive Officers of the Registrant      

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

Name                   Age        Position                        

Richard J. Agnich             51           Senior Vice President, Secretary     
                         and General Counsel

William A. Aylesworth         52           Senior Vice President, Treasurer     
                                 and Chief Financial Officer

Nicholas K. Brookes           47           Vice President (President,           
                                 Materials & Controls Group)

Gary D. Clubb                 48           Executive Vice President(President,  
                                   Defense Systems & Electronics
            Group)

Thomas J. Engibous            42           Executive Vice President             

                                      (President, Semiconductor Group)

William F. Hayes              51           Executive Vice President             

Jerry R. Junkins              57           Director; Chairman of the Board,     
                                   President and Chief Executive
         Officer

Marvin M. Lane, Jr.           60           Vice President and Corporate         
                Controller

David D. Martin               55           Executive Vice President             

William B. Mitchell           59           Director; Vice Chairman              

Charles F. Nielson            57           Vice President                       

Elwin L. Skiles, Jr.          53           Vice President                       

William P. Weber              54           Director; Vice Chairman              

  The term of office of each of the above listed officers is from the date
of his election until his successor shall have been elected and qualified and   
the most recent date of election of each of them was April 21, 1994.   Messrs.  
Agnich, Aylesworth, Junkins, Lane, Martin, Mitchell and Weber   have served as  
officers of the Registrant for more than five years.  Messrs. Hayes, Nielson    
and Skiles have served as officers of the Registrant since 1991, 1990 and       
1992, respectively; and they and Messrs. Brookes, Clubb and Engibous have been  
employees of the Registrant for more than five years.                           

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PART II     

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

      The information which is contained under the caption "Common Stock
Prices and Dividends" on page 45 of the Registrant's 1994 annual report to      
stockholders, and the information concerning the number of stockholders of      
record at December 31, 1994 on page 41 of such annual report, are incorporated  
herein by reference to such annual report.                                      

ITEM 6.   Selected Financial Data.                                              

The "Summary of Selected Financial Data" for the years 1990 
through 1994 which appears on page 41 of the Registrant's 1994 annual report    
to stockholders is incorporated herein by reference to such annual report.      

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

   The Letter to the Stockholders on pages 3-5 of the Registrant's
1994 annual report to stockholders and the information contained under the      
caption "Management Discussion and Analysis of Financial Condition and Results  
of Operations" on pages 42-44  of such annual report are incorporated herein    
by reference to such annual report.                                             

On March 1, 1995, the Registrant announced it expects the   
worldwide semiconductor market to grow 21 percent to $124 billion in 1995.      
The semiconductor market grew 32 percent in 1994 to $102 billion.               

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ITEM 8.   Financial Statements and Supplementary Data.                          

The consolidated financial statements of the Registrant at  
December 31, 1994 and 1993 and for each of the three years in the period ended  
December 31, 1994 and the report thereon of the independent auditors, on pages  
26-40 of the Registrant's 1994 annual report to stockholders, are incorporated  
herein by reference to such annual report.                                      

      The "Quarterly Financial Data" on page 45 of the Registrant's 1994
annual report to stockholders is also incorporated herein by reference to such  
annual report.                                                                  

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 Registrant's proxy statement for the 1995    
annual meeting of stockholders, and the information contained in the first two  
paragraphs under the caption "Other Matters" in such proxy statement, are       
incorporated herein by reference to such proxy statement.                       

    Information concerning executive officers is set forth in Part I
hereof under the caption "Executive Officers of the Registrant."                

ITEM 11.  Executive Compensation.                                               

    The information which is contained under the captions "Directors
Compensation" and "Executive Compensation" in the Registrant's proxy statement  
for the 1995 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 the Registrant,     
and (b) the ownership of the Registrant'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 Registrant's proxy statement for the 1995    
annual meeting of stockholders, is incorporated herein by reference to such     
proxy statement. The information concerning ownership of the Registrant'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.                                    

     The aggregate market value of voting stock held by non-affiliates
of the Registrant shown on the cover page hereof excludes the shares held by    
the Registrant's directors, some of whom disclaim affiliate status, executive   
vice presidents and senior vice presidents. These holdings were considered to   
include shares credited to certain individuals' profit sharing accounts.        

ITEM 13.  Certain Relationships and Related Transactions.                       

Not applicable.                                             

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PART IV     

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

      (a)  1 and 2.  Financial Statements and Financial Statement Schedule

                The financial statements and financial statement
                   schedule are listed in the index on page 15 hereof.

3.  Exhibits                                      

                                                                [Download Table]

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

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

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

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

                    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)        By-Laws 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, 1993).             

                    4(a)(i)     Rights Agreement dated as of June 17, 1988
                                between the Registrant and First Chicago  
                                Trust Company of New York, formerly Morgan
                                Shareholder Services Trust Company, as    
                                Rights Agent, which includes as Exhibit B 
                                the form of Rights Certificate            
                                (incorporated by reference to Exhibit     
                                4(a)(i) to the Registrant's Annual Report 
                                on Form 10-K for the year 1993).          

                    4(a)(ii)    Assignment and Assumption Agreement dated 

                                10                                        

                                as of September 24, 1992 among the        
                                Registrant, First Chicago Trust Company of
                                New York, formerly Morgan Shareholder     
                                Services Trust Company, and Harris Trust  
                                and Savings Bank (incorporated by         
                                reference to Exhibit 4(a)(i) to the       
                                Registrant's Quarterly Report on Form 10-Q
                                for the quarter ended September 30, 1992).

                    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)    Texas Instruments Annual Incentive Plan   
                                (incorporated by reference to Exhibit     
                                10(a)(i) to the Registrant's Annual Report
                                on Form 10-K for the year 1993).<F1>*     

                    10(a)(ii)   TI Deferred Compensation Plan.<F1>*       

                    10(a)(iii)  Amendment No. 1 to TI Deferred            
                                Compensation Plan.<F1>*                   

                    10(b)       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).<F1>*                               

                    10c(i)      TI Directors Retirement Benefit Plan      
                                (incorporated by reference to Exhibit     
                                10(b)(i) to the Registrant's Annual Report
                                on Form 10-K for the year 1991).          

                    10c(ii)     Amendment No. 1 to TI Directors Retirement
                                Benefit Plan (incorporated by reference to
                                Exhibit 10(b)(ii) to the Registrant's     
                                Annual Report on Form 10-K for the year   
                                1991).                                    

                    10(c)(iii)  Amendment No. 2 to TI Directors           
                                Retirement Benefit Plan (incorporated by  
                                reference to Exhibit 10(b)(iii) to the    
                                Registrant's Annual Report on Form 10-K   
                                for the year 1993).                       

                    10(c)(iv)   Amendment No. 3 to TI Directors Retirement
                                Benefit Plan (incorporated by reference to
                                Exhibit 10(b)(iv) to the Registrant's     
                                Annual Report on Form 10-K for the year   
                                1993).                                    

                    10(c)(v)    Amendment No. 4 to TI Directors Retirement
                                Benefit Plan (incorporated by reference to
                                Exhibit 10(b)(v) to the Registrant's      
                                Annual Report on Form 10-K for the year   
                                1993).                                    

                    10(d)       Statement of Policy of Registrant s Board 
                                of Directors on Top Officer and Board     
                                Member Retirement Practices (incorporated 
                                by reference to Exhibit 10(b)(vi) to the  
                                Registrant's Annual Report on Form 10-K   
                                for the year 1993).<F1>*                  

                    11          Computation of earnings per common and    

                                11                                        

                                common equivalent share.                  

                    12          Computation of Ratio of Earnings to Fixed 
                                Charges and Ratio of Earnings to Combined 
                                Fixed Charges and Preferred Stock         
                                Dividends.                                

                    13          Registrant's 1994 Annual Report to        
                                Stockholders. (With the exception of the  
                                items listed in the index to financial    
                                statements and financial statement        
                                schedules herein, and the items referred  
                                to in ITEMS 1, 5, 6, 7 and 8 hereof, the  
                                1994 Annual Report to Stockholders is not 
                                to be deemed filed as part of this        
                                report.)                                  

                    21          List of subsidiaries of the Registrant.   

                    23          Consent of Ernst & Young LLP.             

                    27          Financial Data Schedule                   
    ________________                                                      
<F1>*Executive Compensation Plans and Arrangements:                       

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

     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).                                        

     Statements of Policy of Registrant's Board of Directors on Top       
     Officer and Board Member Retirement Practices (incorporated by       
     reference to Exhibit 10(b)(vi) to the Registrant's Annual Report on  
     Form 10-K for the year 1993).                                        

     TI Deferred Compensation Plan - Exhibit 10(a)(ii) to this Report     

     Amendment No. 1 to TI Deferred Commpensation Plan - Exhibit          
     10(a)(iii) to this Report.                                           

(b)  Reports on Form 8-K                          

None.                                   

    12

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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:  JERRY R. JUNKINS
                                         ---------------------
                                    Jerry R. Junkins
                                          Chairman of the Board,
                                 President and
                                           Chief Executive Officer

Date:  March 16, 1995                                                           

13      

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      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 16th day of March, 1995.      

JAMES R. ADAMS                           DAVID M. RODERICK  
------------------------------------      ------------------------------------  
James R. Adams                           David M. Roderick  
Director                                    Director    

DAVID L. BOREN                             GLORIA M. SHATTO 
------------------------------------      ------------------------------------  
David L. Boren                             Gloria M. Shatto 
Director                                     Director   

                                          WILLIAM P. WEBER
------------------------------------      ------------------------------------  
James B. Busey IV                            William P. Weber   
   Director                            Vice Chairman; Director

GERALD W. FRONTERHOUSE                        CLAYTON K. YEUTTER      
------------------------------------      ------------------------------------  
Gerald W. Fronterhouse                        Clayton K. Yeutter      
Director                                     Director     

JERRY R. JUNKINS                          WILLIAM A. AYLESWORTH 
-------------------------------------     ------------------------------------  
Jerry R. Junkins                          William A. Aylesworth 
Chairman of the Board; President;           Senior Vice President; Treasurer;   
Chief Executive Officer; Director                Chief Financial Officer        

WILLIAM S. LEE                           MARVIN M. LANE, JR.  
-------------------------------------     ------------------------------------  
William S. Lee                           Marvin M. Lane, Jr.  
          Director                      Vice President; Corporate Controller

WILLIAM B. MITCHELL                                           
------------------------------------                                            
William B. Mitchell                                           
Vice Chairman; Director                                           

14

 TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

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

                                                                [Download Table]

                                                         Page Reference       
                                                         --------------       
                                                                     Annual   
                                                                   Report to  
                                                    Form 10-K     Stockholders
                                                    ---------     ------------
Information incorporated by reference                                         
to the Registrant's 1994 Annual Report                                        
to Stockholders:                                                              
                                                                              
     Consolidated Financial Statements:                                       

       Income for each of the three                                  26       
       years in the period ended                                              
       December 31, 1994                                                      

       Balance sheets at December 31,                                27       
       1994 and 1993                                                          

       Cash flows for each of the                                    28       
       three years in the period                                              
       ended December 31, 1994                                                

       Stockholders' equity for each of                              29       
       the three years in the period                                          
       ended December 31, 1994                                                

       Notes to financial statements                                 30-39    

       Report of Independent Auditors                                40       

       Supplemental Financial Information:                                    

       Quarterly financial data (unaudited)                          45       

Consolidated Schedule for each of the three                                   
years in the period ended December 31, 1994:                                  

            II.   Allowance for losses                16                      

 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.                                      

          15

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                                         SCHEDULE II
                                          ------------

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES       
ALLOWANCE FOR LOSSES        
(In Millions of Dollars)        
Years Ended December 31, 1994, 1993, and 1992       

                                                                [Download Table]

                            Additions                                 
            Balance at      Charged to                        Balance 
            Beginning       Costs and                         at End  
            of Year         Expenses         Deductions       of Year 
            ----------      ---------        ----------     ----------

                                                                      
1994           $42              $80               $85         $37     
----           ===              ===               ===         ===     

1993           $34              $87               $79         $42     
----           ===              ===               ===         ===     

1992           $45              $75               $86         $34     
----           ===              ===               ===         ===     

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


          16

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EXHIBIT INDEX 

                                                                [Download Table]

Designation of                                                             
Exhibit in                                                   Paper(P) or   
this Report             Description of Exhibit               Electronic(E) 
------------    ----------------------------------------     --------------

                                                                           
    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 Designations relating to the                
                Registrant's Participating Cumulative                      
                Preferred Stock (incorporated by reference to              
                Exhibit 3(d) to the Registrant's Annual Report             
                on Form 10-K for the year 1993).                           

    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)        By-Laws 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, 1993).                                      

    4(a)(i)     Rights Agreement dated as of June 17, 1988                 
                between the Registrant and First Chicago                   
                Trust Company of New York, formerly Morgan                 
                Shareholder Services Trust Company, as                     
                Rights Agent, which includes as Exhibit B                  
                the form of Rights Certificate (incorporated               
                by reference to Exhibit 4(a)(i) to the                     
                Registrant's Annual Report on Form 10-K for                
                the year 1993).                                            

                                  17                                       

                                 EXHIBIT INDEX                             

                                                                [Download Table]

Designation of                                                             
Exhibit in                                                    Paper(P) or  
this Report             Description of Exhibit                Electronic(E)
-------------   ------------------------------------------    -------------
                                                                           
    4(a)(ii)    Assignment and Assumption Agreement dated                  
                as of September 24, 1992 among the                         
                Registrant, First Chicago Trust Company of                 
                New York, formerly Morgan Shareholder                      
                Services Trust Company, and Harris Trust                   
                and Savings Bank (incorporated by reference                
                to Exhibit 4(a)(i) to the Registrant's                     
                Quarterly Report on Form 10-Q for the                      
                quarter ended September 30, 1992).                         

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

    10(a)(ii)   TI Deferred Compensation Plan.*                   E        

    10(a)(iii)  Amendment No. 1 to TI Deferred Compensation                
                Plan.*                                            E        

    10(b)       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).*                          

    10c(i)      TI Directors Retirement Benefit Plan                       
                (incorporated by reference to Exhibit                      
                10(b)(i) to the Registrant's Annual Report                 
                on Form 10-K for the year 1991).                           

    10c(ii)     Amendment No. 1 to TI Directors Retirement                 
                Benefit Plan (incorporated by reference to                 
                Exhibit 10(b)(ii) to the Registrant's                      
                Annual Report on Form 10-K for the year 1991).             

    10(c)(iii)  Amendment No. 2 to TI Directors Retirement                 
                Benefit Plan (incorporated by reference                    
                to Exhibit 10(b)(iii) to the Registrant's                  
                Annual Report on Form 10-K for the year 1993).             

    10(c)(iv)   Amendment No. 3 to TI Directors Retirement                 
                Benefit Plan (incorporated by reference to                 
                Exhibit 10(b)(iv) to the Registrant's Annual               
                Report on Form 10-K for the year 1993).                    

    10(c)(v)    Amendment No. 4 to TI Directors Retirement                 
                Benefit Plan (incorporated by reference to Exhibit         
                10(b)(v) to the Registrant's Annual Report on              
                Form 10-K for the year 1993).                              

                                      18                                   

                                 EXHIBIT INDEX                             

                                                                [Download Table]

Designation of                                                                
Exhibit in                                                   Paper(P) or      
this Report             Description of Exhibit               Electronic(E)    
-------------   -----------------------------------------    -------------    
                                                                              
    10(d)       Statement of Policy of Registrant's Board                     
                of Directors on Top Officer and Board                         
                Member Retirement Practices (incorporated by                  
                reference to Exhibit 10(b)(vi) to the                         
                Registrant's Annual Report on Form 10-K for                   
                the year 1993).                                               

    11          Computation of earnings per common and                        
                common equivalent share.                          E           

    12          Computation of Ratio of Earnings to Fixed                     
                Charges and Ratio of Earnings to Combined                     
                Fixed Charges and Preferred Stock Dividends.      E           

    13          Registrant's 1994 Annual Report to                            
                Stockholders. (With the exception of the                      
                items listed in the index to financial                        
                statements and financial statement schedules                  
                herein, and the items referred to in ITEMS 1,                 
                5, 6, 7 and 8 hereof, the 1994 Annual Report                  
                to Stockholders is not to be deemed filed as                  
                part of this report.)                             E           

    21          List of subsidiaries of the Registrant.           E           

    23          Consent of Ernst & Young LLP.                     E           

    27          Financial Data Schedule                           E           
        ________________                                                      
              *Executive Compensation Plans and Arrangements:                 

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

          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).                                                           

          Statements of Policy of Registrant's Board of Directors on Top      
Officer and Board Member Retirement Practices (incorporated by reference to   
Exhibit 10(b)(vi) to the Registrant's Annual Report on Form 10-K for  the year
1993).                                                                        

          TI Deferred Compensation Plan - Exhibit 10(a)(ii) to this report.   

          Amendment No. 1 to TI Deferred Commpensation Plan - Exhibit         
10(a)(iii) to this Report.                                                    

                                        19                                    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K405’ Filing		Date		First		Last			Other Filings
Filed on:		3/20/95
		3/16/95		10
		3/1/95		7					DEF 14A
		2/28/95		1
For Period End:		12/31/94		1		12			DEF 14A
		8/31/94		5
		4/21/94		6
		12/31/93		3		12			10-K,  11-K,  DEF 14A
		6/30/93		9		13
		12/31/92		12
		9/30/92		9		13
		9/24/92		9		13
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