SecProbe.io

Mailstop 4628
April 5 , 2016

Via E -mail
Richard K. Templeton
Chairman of the Board, President
 and Chief Executive Officer
Texas Instruments Incorporated
12500 TI Boulevard
Dallas, Texas 75243

Re: Texas Instruments Incorporated
 Form 10 -K for the Fiscal Year Ended December 31, 2015
Filed February 24, 2016
File No. 1 -03761

Dear Mr. Templeton :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments, we ask you to p rovide us with information so we may better
understand your disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

General

1. We are aware of publicly available information indicating that you may have, or may
have had, a significant relationship with ZTE Corporation and that you have sold items to
ZTE Corporation, and that ZTE Corporation has re -exported items of U.S. origin to
countries including Sudan and Syria.  Sudan and Syria are designated by the S tate
Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and
export controls.  Your Form 10 -K does not include disclosure about contacts with Sudan
or Syria.  Please describe to us the nature and extent of any past, curren t and anticipated
contacts with Sudan and Syria, whether through direct or indirect arrangements,
including any involving ZTE Corporation.  You should describe any products,
components, services or technology you have provided into Sudan and Syria, directl y or

Richard K. Templeton
Texas Instruments Incorporated
April 5 , 2016
Page 2

 indirectly, and any agreements, commercial arrangements or other contacts you have had
with the governments of those countries or entities they control.

2. Please discuss the materiality of any contacts with Sudan and Syria you describe in
response to t he comment above, and whether the contacts constitute a material
investment risk for your security holders.   You should address materiality in quantitative
terms, including the approximate dollar amounts of any revenues, assets and liabilities
associated w ith Sudan and Syria for the last three fiscal years and the subsequent interim
period.   Also, address materiality in terms of qualitative factors that a reasonable investor
would deem important in making an investment decision, including the potential impa ct
of corporate activities upon a company’s reputation and share value.   Various state and
municipal governments, universities and other investors have proposed or adopted
divestment or similar initiatives regarding investment in companies that do business  with
U.S.-designated state sponsors of terrorism.   You should address the potential impact of
the investor sentiment evidenced by such actions directed toward companies that have
operations associated with Sudan and Syria.

3. Information recently publishe d by the Commerce Department and reported by various
news organizations indicates that ZTE Corporation has re -exported controlled items to
sanctioned countries contrary to U.S. law, and that it planned and organized a scheme to
establish, control and use a  series of shell companies to re -export controlled items to Iran
in violation of U.S. export control laws.  Please address for us the possibility that this
information will have adverse reputational and other effects upon you because of your
relationship w ith ZTE Corporation.

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 req uire.  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 provide a written  statement from the company
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 an y 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.

Richard K. Templeton
Texas Instruments Incorporated
April 5 , 2016
Page 3

You may contact Pradip Bhaumik, Specia l Counsel, at (202) 551 -3333 or me at (202)
551-3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Amanda Ravitz
  Assistant Director
 Division of Corporation Finance