SecProbe.io

April 13, 2012
 Via E-mail

Mr. Kevin P. March Senior Vice President, Chief Financia l Officer and Chief Accounting Officer
Texas Instruments Incorporated 12500 TI Boulevard, P.O. Box 660199 Dallas, Texas  75266-0199

Re: Texas Instruments Incorporated
  Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 24, 2012
  File No. 1-3761

Dear Mr. March:
We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circ umstances, please tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2011

 1. We note that none of your risk factors, or othe r sections of your Fo rm 10-K, specifically
address any risks you may face from cyber attack s, such as attempts by third parties to
gain access to your systems for purposes of  acquiring your confidential information or
intellectual property, including personally iden tifiable information that may be in your
possession, or to interrupt your systems or ot herwise try to cause harm to your business
and operations.  Given that other companies in your industry have  actually encountered
such risks and have disclose d that such risks may be ma terial to their business and
operations, please tell us what consideration you gave to in cluding disclosure  related to
cybersecurity risks or cyber incidents in your Form 10-K.  Please refer to the Division of
Corporation Finance’s Disclosu re Guidance Topic No. 2 at
http://www.sec.gov/divisions/corpfin /guidance/cfguidance-topic2.htm
 for additional
information.

Mr. Kevin P. March
Texas Instruments Incorporated April 13, 2012 Page 2

 Item 1. Business, page 3
 2. To the extent that recent developments in the supply of and access to rare earth metals
have affected or are likely to affect your bus iness, provide the disc losure required by Item
101(c)(1)(iii) of Regulation S-K.  In addition, if access to ra re earth minerals by you, your
suppliers or customers creates uncertainties or risks for your business, please provide risk
factor or trends disclosu re pursuant to Items 503(c) and 303 of Regulation S-K.
 Exhibit 13

 Notes to Financial statements, page 6

 Note 17 – Segment and geographic area data, page 36

 3. We note your disclosures here and throughout the filing regarding your three reportable
segments. Please describe to us in more detail the underlying ope rating segments that
make up your three reportable segments. With reference to FASB ASC 280-10-50-1
through 280-10-50-9, tell us how you have iden tified your operating segments. To the
extent that any of your reporta ble segments result from the aggregation of two or more
operating segments, provide us with a deta iled analysis that di scusses how you have
considered the aggregation criteria set fo rth in FASB ASC 280-10-50-11. Specifically
address how your segment reporting has been im pacted by the integrat ion of the National
Semiconductor business.

4. Tell us where you have disclosed the amount of depreciation, deplet ion, and amortization
expense included in each segment’s results  as required by FA SB ASC 280-10-50-22.
While you disclose that your CODM does not ev aluate operating segments using discrete
asset information, we note that one of the m easures used to evaluate segment results is
operating profit, of which depreciation and am ortization expense is a component.  If you
concluded that the disclosure was not requ ired, please tell us why and explain how you
considered ASC 280-10-55-12 through 55-15 in reaching your conclusion
 5. Please tell us whether any indivi dual countries in Asia are at tributed a material amount of
your total revenues.  Refer to FASB ASC 280-10-50-41.
 6. We note your disclosures on pages 39 and 40 regarding your product information, which
appears to include discussion of various groups of products. For example, within the
Analog reportable segment, you refer to your High Volume Analog & Logic (HVAL), Power Management (Power), High Perfor mance Analog (HPA) and Silicon Valley
Analog (SVA) product lines. We note discussi ons of different products in your other
reportable segments as well. Please expl ain to us how you have considered the
requirements of FASB ASC 280- 10-50-40, which requires separa te reporting of revenues
from each product or group of similar products.

Mr. Kevin P. March
Texas Instruments Incorporated April 13, 2012 Page 3

Management Discussion and Analys is of Financial Condition and Results of Operations, page 39

7. Please tell us, and revise future filings to clarify, the underlying causes for each of the
material changes you say occurred in each of  your segments and in your consolidated
results of operations.  For example, you mention “weaker demand” on page 44 and a
“downturn in the semiconductor industry” on pa ge 42, but it is unclear what caused the
weaker demand or the downturn.  It is also unclear if the downturn has continued or what
its effect on you has been.  Likewise, you attr ibute changes in line items to “increased
shipments” and the “effect of the mix of products,” but it is unclear why shipments increased compared to the prio r year period or how product mi x shifted compared to that
period.  In this regard, please tell us how the product line s you mention affect average
selling prices and the effect each  line has on margins. Also include , or tell us where you
included, the three-year revenue  history of those lines a nd the effect of new product
introductions on product mix during the peri ods presented.  See Regulation S-K Item
101(c)(1)(i).
 8. Further to the above, we note throughout your management’s di scussion and analysis that
you attribute changes in your revenue to (i ) the acquisition of National Semiconductor
Corporation, (ii) volume changes and (iii) pric ing changes. These explanations appear to
be overly general and do not provide investors with a quant ified analysis and sufficient
insight into the reasons for changes in your re sults, as discussed in section III.B.4 of SEC
Interpretive Release No. 33-8350.  Please revise future fili ngs to provide a clear and
quantified discussion of the underlying materi al factors that imp acted your results of
operations for the periods presented in this Fo rm 10-K. Provide us with a sample of your
proposed revised disclosure. Refer to  Item 303(A)(3) of Regulation S-K.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.     In responding to our comments, please provi de a written statement from the company
acknowledging that:   the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action w ith respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of  the United States.

Mr. Kevin P. March
Texas Instruments Incorporated April 13, 2012 Page 4

You may contact Gary Newberry at (202) 551-3761 or me at (202) 551-3643 if you have
questions regarding comments on th e financial statements and rela ted matters.  Please contact
Mary Beth Breslin at (202) 551-3625 or Geo ffrey Kruczek at (202) 551-3641 if you have
questions on other comments.  In this regard, do not hesitate to contact Martin James, Senior
Assistant Chief Acc ountant at (202) 551-3671.
         S i n c e r e l y ,           /s/ Kevin L. Vaughn          Kevin L. Vaughn         A c c o u n t i n g  B r a n c h  C h i e f