SecProbe.io

April 12, 2013

Via E -mail
Mr. Kevin P. March
Senior Vice President, Chief Financial 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, 2012
Filed February 22, 2013
  File No.  1-3761

Dear Mr.  March:

We have reviewed your filing  and have the following comments.   We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.   In some of our comments, we may ask you to
provide us with information so we may be tter understand your disclosure.

Please respond to this letter within ten 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 c ircumstances, 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 Year Ended December 31, 2012

Exhibit 13

Liquidity and capital resources, page 50

1. We note from page 18 that at December 31, 2012, you hold a cumulative total of $5.5
billion of undistributed earnings in non -U.S. subsidiaries that you plan to reinvest outside
the U.S. indefinitely  and which are invested “primarily” in tangible a ssets .  We also note
that your property, plant and equipment held outside the U.S. approximated $2.0 billion
at that date while overall inventory, both U.S and non -U.S., totaled $1.8 billion.  As we
also note that cash and cash equivalents and short -term i nvestments totaled $4.0 billion at
that date, please tell us the amount of cash and equivalents as well as liquid investments

Mr. Kevin P. March
Texas Instruments Incorporated
April 12, 2013
Page 2

 held by your foreign subsidiaries at December 31, 2012 and quantify the amount that
would not be available for use in the U.S. wit hout incurring U.S taxes.

2. Further, as we note from page 36 that a significant portion  of your operations and your
property, plant and equipment are in the U.S., please discuss for us the impact on your
liquidity and capital positions if cash and cash equi valents as well as liquid investments
held by your foreign subsidiaries were not available for use in the U.S.  Similarly, discuss
the impact of income tax  liabilities you would incur if you were to repatriate the cash and
cash equivalents as well as liqui d investments held by your foreign subsidiaries to the
U.S.

3. We note there appears to be a changing relationship between domestic and foreign
revenues, income before income taxes, and your effective income tax rates.   For example,
we note from your disclosures on page 36 that though foreign revenues have remained
consistent from 2010 through 2012 at approximately 88% of total revenues, foreign
income before income taxes as disclosed on page 17 has increased significantly, from
17% in 2010 to 83% in 2012. We also note that the non -U.S. effective tax rates have had
a greater impact on your statutory tax rate reconciliation and that foreign income taxes
represent a significantly larger portion of total income taxes in 2012 compared to prior
years. In future filings, please explain how income tax planning has historically impacted
or is reasonably likely to impact future results of operations or financial position.   Your
discussion should explain in separate detail the foreign effective income tax rates and
their importance in understanding your results of operations.   Refe r to Item 303(a)(3)(i)
of Regulation S -K and Section III.B of SEC Release No. 33 -8350 at
http://www.sec.gov/rules/interp/33 -8350.htm .

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and  all applicable Exchange Act rules require .  Since the compa ny 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 provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with 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 12, 2013
Page 3

 You may contact Gary Newberry, Staff Accountant, at (202) 551 -3761 or Jay Webb ,
Reviewing Accountant, at (202) 551 -3603 if you have questions regarding these comments.  In
this regard, do not hesitate to contact me at (202) 551 -3643.

        Sincerely,

        /s/ Kevin L. Vaughn

        Kevin L. Vaughn
        Accounting Branch Chief