SecProbe.io

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 July 30, 2025

Rafael Lizardi
Chief Financial Officer
Texas Instruments Inc
12500 TI Boulevard
Dallas, TX 75243

 Re: Texas Instruments Inc
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-03761
Dear Rafael Lizardi:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Texas Instruments Incorporated

 July
29, 2025

 Via
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporate Finance

 Office
of Manufacturing

 100
F Street NE

 Washington,
DC 20549

 Attention:
SiSi Cheng, Jennifer Thompson

 Re: Texas
 Instruments Incorporated
 Form
10-K for the Fiscal Year Ended December 31, 2024

 Form
10-Q for the Fiscal Quarter Ended March 31, 2025

 Response
Dated June 26, 2025

 File
No. 001-03761

 Dear
Ms. Cheng and Ms. Thompson:

 On behalf of Texas Instruments Incorporated
(the "Company" or "TI"), set forth below is the Company's response to the comments of the Staff (the "Staff")
of the Securities and Exchange Commission (the "SEC") raised in your letter dated July 16, 2025, relating to the Company's
Form 10-K for the year ended December 31, 2024, and Form 10-Q for the quarter ended March 31, 2025.

 The Staff's comments set forth
in the above-mentioned letter are reproduced below in italics, followed by the Company's responses.

 Form 10-K for the Fiscal Year Ended
December 31, 2024

 Management's Discussion and
Analysis of Financial Condition and Results of Operations, page 18

 1. We note your response to prior
comment 1. As the term "discrete tax benefits" could refer to a variety of situations giving rise to adjustments to your
income taxes during the quarter, please revise your upcoming Form 10-Q to explain in reasonable detail the nature of and amounts related
to each type of material discrete tax benefit that contributed to the fluctuation in your effective tax rate. Please include your proposed
future disclosure with your response.

 Response:

 In future filings, the Company will describe
in reasonable detail the discrete tax benefits that contributed to a material fluctuation in the Company's effective tax rate.
Please refer to pages 20 and 22 in the MD&A contained in the Company's Form 10-Q for the quarter ended June 30, 2025 (the "Q2
2025 Form 10-Q"), for an illustration of the type of disclosure that will be provided.

 2. We note your response to prior
comment 2. In your upcoming Form 10-Q, please describe the economic or industry-wide factors that affect the quality of, and potential
variability of, your earnings and cash flow, providing similar transparency and granularity to the information conveyed on your earnings
calls. Please include your proposed future disclosure with your response.

 Response:

 The Company's future filings will
include a discussion of material economic or industry-wide factors that affect the quality of, and potential variability of, the Company's
earnings and cash flow. Please refer to page 20 in the MD&A contained in the Company's Q2 2025 Form 10-Q for an illustration
of the type of disclosure that will be provided.

 3. We note your response to
prior comments 3 through 6 and reissue the comments. In your upcoming Form 10-Q, please provide a more informative analysis of the underlying
factors contributing to material changes to your results of operations and your financial condition. In doing so, please provide similar
transparency and granularity to the information conveyed on your earnings calls. Please include your proposed future disclosure with your
response.

 Response:

 The Company will revise its approach in future filings to include the
type of disclosures set forth on pages 18-24 in the MD&A contained in the Company's Q2 2025 Form 10-Q.

 4. We note your response to prior comment 7. Please provide us with
your proposed future disclosure of recently issued accounting standards you have not yet adopted.

 Response:

 The Company added the following disclosure to Note 2 – Basis
of presentation and significant accounting policies and practices in its Q2 2025 Form 10-Q:

 Changes in accounting standards – standards not yet adopted

 ASU 2023-09, Improvements to Income Tax Disclosures

 This standard requires disaggregated income tax disclosures on effective
tax rate reconciliations and income taxes paid. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024.
As a result of adopting this guidance, certain of our income tax disclosures will be expanded.

 ASU 2024-03, Disaggregation of Income Statement Expenses

 This standard requires disaggregated disclosures of certain expense
captions into specified categories in the notes to the financial statements. ASU 2024-03 is effective for annual reporting periods beginning
after December 15, 2026. We are currently evaluating the potential impact of this standard on our financial statement disclosures.

 If you have any questions or require
additional information, please call Julie Knecht of Texas Instruments at 214-567-7456.

 Very truly yours,

 /s/ Rafael Lizardi

 Rafael Lizardi

 Senior Vice President and

 Chief Financial Officer

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 July 16, 2025

Rafael Lizardi
Chief Financial Officer
Texas Instruments Inc
12500 TI Boulevard
Dallas, TX 75243

 Re: Texas Instruments Inc
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Response Dated June 26, 2025
 File No. 001-03761
Dear Rafael Lizardi:

 We have reviewed your June 26, 2025 response to our comment letter and
have the
following comments.

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our May 8,
2025 letter.

Form 10-K for the Fiscal Year Ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations,
page 18

1. We note your response to prior comment 1. As the term "discrete tax
benefits" could
 refer to a variety of situations giving rise to adjustments to your
income taxes during
 the quarter, please revise your upcoming Form 10-Q to explain in
reasonable detail
 the nature of and amounts related to each type of material discrete tax
benefit that
 contributed to the fluctuation in your effective tax rate. Please
include your proposed
 future disclosure with your response.
 July 16, 2025
Page 2
2. We note your response to prior comment 2. In your upcoming Form 10-Q,
please
 describe the economic or industry-wide factors that affect the quality
of, and potential
 variability of, your earnings and cash flow, providing similar
transparency and
 granularity to the information conveyed on your earnings calls. Please
include your
 proposed future disclosure with your response.
3. We note your response to prior comments 3 through 6 and reissue the
comments. In
 your upcoming Form 10-Q, please provide a more informative analysis of
the
 underlying factors contributing to material changes to your results of
operations and
 your financial condition. In doing so, please provide similar
transparency and
 granularity to the information conveyed on your earnings calls. Please
include your
 proposed future disclosure with your response.
4. We note your response to prior comment 7. Please provide us with your
proposed
 future disclosure of recently issued accounting standards you have not
yet adopted.

 Please contact SiSi Cheng at 202-551-5004 or Jennifer Thompson at
202-551-3737 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Texas Instruments Incorporated

 June 26, 2025

 Via EDGAR

 United States Securities and Exchange Commission

 Division of Corporate Finance

 Office of Manufacturing

 100 F Street NE

 Washington, DC 20549

 Attention: SiSi Cheng, Jennifer Thompson

 Re: Texas Instruments Incorporated

 Form
10-K for the Fiscal Year Ended December 31, 2024

 Form
10-Q for the Fiscal Quarter Ended March 31, 2025

 File
No. 001-03761

 Dear
Ms. Cheng and Ms. Thompson:

 On behalf of Texas Instruments Incorporated (the "Company"
or "TI"), set forth below is the Company's response to the comments of the Staff (the "Staff") of the Securities
and Exchange Commission (the "SEC") raised in your letter dated May 8, 2025, and received on May 30, 2025, relating to the
Company's Form 10-K for the year ended December 31, 2024, and Form 10-Q for the quarter ended March 31, 2025.

 The Staff's comments set forth in the above-mentioned letter
are reproduced below in italics, followed by the Company's responses.

 Form 10-Q for the Fiscal Quarter Ended March 31, 2025

 Management's Discussion and Analysis of Financial Condition
and Results of Operations

 Results of Operations - First Quarter 2025 Compared with First Quarter
2024, page 16

 1. We note your effective tax rate declined to 8% in
the first quarter of 2025. We further note that the reason for this decline is not addressed in any detail in your income tax footnote
or in your MD&A analysis of results. Please revise future filings to explain in reasonable detail any significant fluctuations in
your effective tax rate, including whether this resulted from an unusual or infrequent event that would cause reported financial information
not to be necessarily indicative of future operating results.

 Response:

 As stated in the MD&A on page 16 of the Company's Form 10-Q
for the quarter ended March 31, 2025 (the "Q1 2025 Form 10-Q"), the decline in the Company's provision for income taxes
was primarily due to discrete tax benefits, which is consistent with the change in the effective tax rate for the periods, as presented
in the income tax footnote on page 9 of the Q1 2025 Form 10-Q. The Company will clarify this in future filings, to the extent changes
in the effective tax rate are material.

 Form 10-K for the Fiscal Year Ended December 31, 2024

 Management's Discussion and Analysis of Financial Condition
and Results of Operations

 Overview, page 18

 2. In future filings,
please include a discussion of the economic or industry-wide factors that affect the quality of, and potential variability of, your earnings
and cash flow, so that investors can ascertain the likelihood that past performance is indicative of future performance. For example,
you discussed during your quarterly earnings calls that your company's results were impacted by the industry-wide trend of semiconductor
customers accumulating chip stockpiles during the pandemic to mitigate potential supply chain disruptions, which led to higher volumes
of chip purchases during the pandemic, and the subsequent drawing down of their excess chip inventory led to reduced volumes of chip purchases.
This factor is not discussed in your December 31, 2024 Form 10-K or subsequent March 31, 2025 Form 10-Q. In addition, please consider
addressing other broad economic or industrywide events or uncertainties as they occur. Refer to Item 303 of Regulation S-K and SEC Release
Nos. 33-6835 and 33-8350.

 Response:

 The Company notes that its Form 10-K for the year ended December 31,
2024 (the "2024 Form 10-K"), includes a discussion of the material economic or industry-wide factors that affect the quality
of, and potential variability of, the Company's earnings and cash flow. For example, as stated on page 6 in Item 1 of the 2024 Form
10-K, the Company operates in a market that "historically has been characterized by periods of tight supply caused by strengthening
demand and/or insufficient manufacturing capacity, followed by periods of surplus inventory caused by weakening demand and/or excess manufacturing
capacity." In future filings, the Company will include the above market cycle disclosure and other material economic or industry-wide
factors in the MD&A.

 Results of Operations, page 19

 3. We note your analysis of changes in revenue is limited
to indicating that revenue from your Analog segment declined due to the product mix, and revenue from your Embedded Processing segment
and revenue from other operations declined due to lower volume from lower demand. To better achieve the objective of providing sufficient
insight for a reader to see the business through the eyes of management, please revise future filings to provide a more informative analysis
of material changes in your revenue. In doing so, please disclose both the extent to which changes in each of price, volume, and product
mix had a material impact on your consolidated and segment revenue and disclose

 2

 management's insight into the reasons underlying those material
changes in price, volume, and product mix. Refer to Item 303 of Regulation S-K and SEC Release Nos. 33-6835 and 33-8350.

 Response:

 As required by Item 303(b) of Regulation S-K, the Company describes
in the MD&A the extent to which material changes in revenue from period-to-period are attributable to price, volume or amount of goods
sold, or new products.

 In the 2024 Form 10-K, the Company provided an analysis of the material
factors that impacted revenue on a consolidated and segment basis in order of magnitude and relative impact of each factor. On page 18,
the Company stated that when discussing results, "unless otherwise noted, changes in our revenue are attributable to changes in
customer demand, which are evidenced by fluctuations in shipment volumes." In addition, on page 18, the Company noted that "from
time to time, our revenue and gross profit are affected by changes in demand for higher-priced or lower-priced products, which we refer
to as changes in the "mix" of products shipped" and that "new products do not tend to have a significant impact
on our revenue in any given period because we sell such a large number of products." As discussed on page 19, consolidated revenue
decreased "due to lower revenue from Analog and Embedded Processing." On a segment basis, the Company stated, on page 20,
that "Analog revenue decreased due to the mix of products shipped in both product lines, led by Signal Chain," and "Embedded
Processing revenue decreased." If information beyond these factors is material to an assessment of the Company's financial
condition and results of operations, the Company will include it in future filings.

 4. We note your
analysis of the segment profit measure used by the CODM, Operating Profit, on both a consolidated and segment basis and have the following
comments:

 · Where you indicate that multiple factors contributed to
a material change in your results, including but not limited to your analysis of operating profit, please revise future filings to quantify
the impact of each material factor identified.

 · Additionally, please revise future filings to provide
a more detailed analysis of material changes in your operating profit and, if appropriate, a separate detailed analysis of changes in
revenue, cost of revenue, and operating expenses for each of your Analog and Embedded Processing segments and other operations.

 Response:

 The Company conveys the magnitude and relative impact of each material
factor identified on both a consolidated and segment basis from period-to-period in accordance with Item 303(b) of Regulation S-K, in
order to enhance a reader's understanding of certain line items from the results of operations. For example, on page 19 in the Company's
2024 Form 10-K, the Company noted that "gross profit of $9.09 billion was down $1.93 billion, or 17.5%, primarily due to lower revenue
and, to a lesser extent, higher manufacturing costs associated with our planned capacity expansions." The Company quantified on
page 19 that "revenue of $15.64 billon decreased $1.88 billion or 10.7%, due to lower revenue from Analog and Embedded Processing."
On page 28, the Company quantified in the Consolidated Statements of Cash Flows the amount of $1.5 billion for depreciation costs, which
is described in the MD&A as manufacturing costs associated with the Company's planned capacity

 3

 expansions. The description of these factors, in conjunction with the
financial statements, appropriately assists a reader in understanding a variance between the two periods. With respect to changes in operating
profit, the Company assessed the relative impact in Analog by describing that the change was primarily due to lower revenue and higher
manufacturing costs, and in Embedded Processing by describing that the change was primarily due to lower revenue and associated gross
profit.

 The Company's future filings will include in the MD&A a quantitative
and qualitative description of material changes in results on a consolidated or segment basis, as appropriate. Further, the Company will
provide more information on material changes in operating profit on a consolidated basis and, if appropriate, on a segment basis.

 5. Please revise
future filings to include matters that had or are reasonably likely to have a material impact on the relationship between costs and revenues.
For example, you mention during your year-end earnings calls that your Embedded Processing segment is disproportionately impacted by fixed
manufacturing costs from your LFAB facility, contributing to a significantly larger decline in its 2024 operating profit margin as compared
to your Analog segment. In addition, constructing or expanding fabrication facilities may impact your fixed costs in 2025 and could impact
the relative allocation of costs between your segments. Refer to Item 303 of Regulation S-K and SEC Release Nos. 33-6835 and 33-8350.

 Response:

 In the 2024 Form 10-K, the Company disclosed the following matters
that had or are reasonably likely to have a material impact on the relationship between costs and revenues:

 · "We continue to invest to strengthen our competitive
advantage in manufacturing and technology as part of our long-term capacity plan to meet demand over time." (pg. 6)

 · "As we continue to invest to strengthen our competitive
advantages in manufacturing and technology, as part of our long-term capacity planning, our capital expenditures are expected to remain
at elevated levels." (pg. 21)

 · "Because we own much of our manufacturing capacity,
a significant portion of our operating cost is fixed. When factory loadings decrease, our fixed costs are spread over reduced output
and, absent other circumstances, our profit margins decrease. Conversely, as factory loadings increase, our fixed costs are spread over
increased output and, absent other circumstances, our profit margins increase." (pg. 19)

 · "Gross profit of $9.09 billion was down $1.93 billion,
or 17.5%, primarily due to lower revenue and, to a lesser extent, higher manufacturing costs associated with our planned capacity expansions." (pg.
19)

 · "Operating profit decreased primarily due to lower
revenue and higher manufacturing costs." (Analog segment, pg. 20)

 · "Capital expenditures were $4.82 billion compared
with $5.07 billion in 2023 and were primarily for semiconductor manufacturing equipment and facilities in both periods." (pg. 20)

 The Company's future filings will include a discussion of matters
that had or are reasonably likely to have a material impact on the relationship between costs and revenues. In accordance with SEC

 4

 guidance, the Company will continue to consider its communications
and will include in its filings information that is material and is required in, or would promote understanding of, the MD&A.

 Financial Condition,
page 20

 6. We note your inventory increased during each of 2023
and 2024, despite the fact that your sales volume declined in each of those two years. While you currently identify the increase in the
dollar amount and days of inventory in 2024, please revise future filings to provide additional insight into the reasons underlying this
increase. In doing so, please consider disclosing the strategic decision to bring production of your chips in-house, the gearing up of
your LFAB facility, and that bringing production of your chips in-house and building up your inventory will better position you to meet
the anticipated increase in demand in the next semiconductor cycle upturn. These items were mentioned during your quarterly earnings calls.
Refer to Item 303 of Regulation S-K and SEC Release Nos. 33-6835 and 33-8350.

 Response:

 The Company disclosed in its 2024 Form 10-K the underlying reasons
for the increase in inventory. As stated on page 7 in Item 1 of the 2024 Form 10-K, the Company's strategy is to "build ahead
of demand our broad-based products that are used across a diverse set of applications and customers and have low risk of obsolescence.
Inventory levels will vary based on market conditions and seasonality," including the semiconductor cycle, which is characterized
by the building and depleting of inventories. The Company's future filings will provide in the MD&A additional insight, when
material, into the reasons underlying an increase in inventory and the Company's inventory strategy.

 Note 2 - Basis of presentation and significant accounting policies
and practices, page 32

 7. Please revise future filings to disclose information
about recently issued accounting standards you have not yet adopted, including:

 · A brief description of the new standard, the date that adoption is required and the date that you plan to adopt, if earlier;

 · A discussion of the methods of adoption allowed by the standard and the method that you expect to use; and

 · A discussion of the impact that adoption of the standard is expected to have on the financial statements or that the effect is
not known or reasonably estimable.

 Refer to SAB 74 (Topic 11M).

 Response:

 The Company discloses information about recently issued accounting
standards that have not yet been adopted that are reasonably likely to have a material impact on the Company's financial position
and results of operations in accordance with the requirements of SAB 74 (Topic 11M). The Company will expand its disclosures as requested
in future filings.

 5

 If you have any questions or require additional information, please
call Julie Knecht of Texas Instruments at 214-567-7456.

 Very truly yours,

 /s/ Rafael Lizardi

 Rafael Lizardi

 Senior Vice President and

 Chief Financial Officer

 6

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 May 8, 2025

Rafael Lizardi
Chief Financial Officer
Texas Instruments Inc
12500 TI Boulevard
Dallas, TX 75243

 Re: Texas Instruments Inc
 Form 10-K for the Fiscal Year Ended December 31, 2024
 For 10-Q for the Fiscal Quarter Ended March 31, 2025
 File No. 001-03761
Dear Rafael Lizardi:

 We have reviewed your filings and have the following comments.

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

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

For 10-Q for the Fiscal Quarter Ended March 31, 2025
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations - First Quarter 2025 Compared with First Quarter 2024,
page 16

1. We note your effective tax rate declined to 8% in the first quarter of
2025. We further
 note that the reason for this decline is not addressed in any detail in
your income tax
 footnote or in your MD&A analysis of results. Please revise future
filings to explain
 in reasonable detail any significant fluctuations in your effective tax
rate, including
 whether this resulted from an unusual or infrequent event that would
cause reported
 financial information not to be necessarily indicative of future
operating results.
Form 10-K for the Fiscal Year Ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 18

2. In future filings, please include a discussion of the economic or
industry-wide factors
 that affect the quality of, and potential variability of, your earnings
and cash flow, so
 that investors can ascertain the likelihood that past performance is
indicative of future
 May 8, 2025
Page 2

 performance. For example, you discussed during your quarterly earnings
calls that
 your company's results were impacted by the industry-wide trend of
semiconductor
 customers accumulating chip stockpiles during the pandemic to mitigate
potential
 supply chain disruptions, which led to higher volumes of chip purchases
during the
 pandemic, and the subsequent drawing down of their excess chip inventory
led to
 reduced volumes of chip purchases. This factor is not discussed in your
December 31,
 2024 Form 10-K or subsequent March 31, 2025 Form 10-Q. In addition,
please
 consider addressing other broad economic or industrywide events or
uncertainties as
 they occur. Refer to Item 303 of Regulation S-K and SEC Release Nos.
33-6835 and
 33-8350.
Results of Operations, page 19

3. We note your analysis of changes in revenue is limited to indicating
that revenue from
 your Analog segment declined due to the product mix, and revenue from
your
 Embedded Processing segment and revenue from other operations declined
due to
 lower volume from lower demand. To better achieve the objective of
providing
 sufficient insight for a reader to see the business through the eyes of
management,
 please revise future filings to provide a more informative analysis of
material changes
 in your revenue. In doing so, please disclose both the extent to which
changes in each
 of price, volume, and product mix had a material impact on your
consolidated and
 segment revenue and disclose management's insight into the reasons
underlying those
 material changes in price, volume, and product mix. Refer to Item 303 of
Regulation
 S-K and SEC Release Nos. 33-6835 and 33-8350.
4. We note your analysis of the segment profit measure used by the CODM,
Operating
 Profit, on both a consolidated and segment basis and have the following
comments:
 Where you indicate that multiple factors contributed to a material
change in your
 results, including but not limited to your analysis of operating
profit, please revise
 future filings to quantify the impact of each material factor
identified.
 Additionally, please revise future filings to provide a more
detailed analysis of
 material changes in your operating profit and, if appropriate, a
separate detailed
 analysis of changes in revenue, cost of revenue, and operating
expenses for each
 of your Analog and Embedded Processing segments and other operations.
5. Please revise future filings to include matters that had or are
reasonably likely to have
 a material impact on the relationship between costs and revenues. For
example, you
 mention during your year-end earnings calls that your Embedded
Processing segment
 is disproportionately impacted by fixed manufacturing costs from your
LFAB facility,
 contributing to a significantly larger decline in its 2024 operating
profit margin as
 compared to your Analog segment. In addition, constructing or expanding
fabrication
 facilities may impact your fixed costs in 2025 and could impact the
relative allocation
 of costs between your segments. Refer to Item 303 of Regulation S-K and
SEC
 Release Nos. 33-6835 and 33-8350.
Financial Condition, page 20

6. We note your inventory increased during each of 2023 and 2024, despite
the fact that
 your sales volume declined in each of those two years. While you
currently identify
 May 8, 2025
Page 3

 the increase in the dollar amount and days of inventory in 2024, please
revise future
 filings to provide additional insight into the reasons underlying this
increase. In doing
 so, please consider disclosing the strategic decision to bring
production of your chips
 in-house, the gearing up of your LFAB facility, and that bringing
production of your
 chips in-house and building up your inventory will better position you
to meet the
 anticipated increase in demand in the next semiconductor cycle upturn.
These items
 were mentioned during your quarterly earnings calls. Refer to Item 303
of Regulation
 S-K and SEC Release Nos. 33-6835 and 33-8350.
Note 2 - Basis of presentation and significant accounting policies and
practices, page 32

7. Please revise future filings to disclose information about recently
issued accounting
 standards you have not yet adopted, including:
 A brief description of the new standard, the date that adoption is
required and the
 date that you plan to adopt, if earlier;
 A discussion of the methods of adoption allowed by the standard and
the method
 that you expect to use; and
 A discussion of the impact that adoption of the standard is expected
to have on the
 financial statements or that the effect is not known or reasonably
estimable.
 Refer to SAB 74 (Topic 11M).
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact SiSi Cheng at 202-551-5004 or Jennifer Thompson at
202-551-3737 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
August 23, 2022
Rafael Lizardi
Chief Financial Officer
Texas Instruments Inc.
12500 TI Boulevard
Dallas, Texas 75243
Re:Texas Instruments Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 4, 2022
File No. 001-03761
Dear Mr. Lizardi:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

	August 1, 2022

United States Securities
and Exchange Commission

Division of Corporation
Finance

Office of Manufacturing

100 F Street NE

Washington, D.C.
20549

Attention: Jennifer
Angelini, Erin Donahue

 RE: Texas Instruments Incorporated

Form
10-K for Fiscal Year Ended December 31, 2021

Filed
February 4, 2022

Response
Dated June 29, 2022

File
No. 001-03761

Dear Ms. Angelini
and Ms. Donahue:

On behalf of Texas
Instruments Incorporated (the “Company” or “TI”), set forth below is the Company’s response to the comments
of the Staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”), dated July 18, 2022 relating
to the Company’s Form 10-K for the year-ended December 31, 2021 (the “2021 10-K”). Reference is made to TI’s
letter dated June 29, 2022 (“Initial Response Letter”) in response to the SEC’s comment letter dated June 2, 2022.

Sincerely,

/s/ Rafael
R. Lizardi

Rafael
R. Lizardi

Senior
Vice President and

Chief
Financial Officer

    1

Response Dated
June 29, 2022

Risk Factors,
page 9

1. We note your
response to prior comment two. Please describe the specific transition risks you have considered, including those identified in our comment,
and tell us about your evaluation of the material effects of such risks, providing support for your determinations of materiality.

Response:

As part of the
processes noted in TI’s response to Comment 2 of the Company’s Initial Response Letter, TI did not identify any effects of
transition risks that it believed would have a material impact on the Company’s financial condition or results of operations.

One of the transition
risks TI considered is the effect of changing policies and regulations that could impose operational and compliance burdens. Some laws,
rules, and regulations may affect TI in the jurisdictions in which TI manufactures products, particularly if such laws and regulations
require the use of abatement equipment beyond what TI currently employs or require the addition or elimination of a material or process
to or from TI’s current manufacturing processes, which can increase our operating costs or require capital expenditures, or if
such laws and regulations impose costs, fees, or reporting requirements on the direct or indirect use of energy, natural resources, or
materials or gases used or emitted into the environment in connection with the manufacture of TI products. TI routinely monitors regulations
and policies in the regions in which we operate to identify proposed revisions and amendments to such regulations and policies. Although
compliance costs related to climate change are expected to increase in future years with additional regulation expected in the United
States and internationally, the impact of unknown or yet-to-be enacted laws and regulations cannot be predicted. In assessing materiality
related to existing policy and regulatory changes in response to climate change, TI has assessed, in part, the current and anticipated
costs related to compliance with such laws and regulations, and evaluated the impact to TI’s financial condition and results of
operations. TI has interpreted “compliance costs” in this comment letter (and the Staff’s prior Comment 7) to mean
the necessary costs incurred to comply with existing laws and regulations applicable to the Company with respect to climate change. For
example, TI is required to annually report certain greenhouse gas emissions data to the Environmental Protection Agency. Similarly, the
SEC’s Guidance Regarding Disclosure Related to Climate Change outlines how SEC disclosure requirements apply to climate change
matters. These requirements involve mostly costs for internal personnel, including personnel whose primary responsibilities fall outside
of dedicated environmental sustainability matters, such as legal, accounting and finance personnel and, in some instances, external service
provider fees and other miscellaneous expenses. During the periods covered by the 2021 10-K, TI determined that these compliance costs
did not have a material impact to the Company’s financial condition or results of operations. In support of this assessment, TI
notes that its total compliance costs related to climate change were estimated to represent less than 1.0% of the Company’s total
selling, general, and administrative expenses for each of the years ended December 31, 2021 ($1.7 billion), 2020 ($1.6 billion) and 2019
($1.6 billion).

Another transition
risk TI considered includes reputational risk resulting from increased attention on operations or products that produce greenhouse gas
emissions. Assessment of this transition risk

    2

involved consideration
of the potential for increased stakeholder concern or negative feedback that adversely affects TI’s reputation, which could result
in loss of market share. The products that TI produces, semiconductors, which are electronic components that serve as the building blocks
inside modern electronic systems and equipment, are not producers of greenhouse gas emissions in and of themselves. Also, semiconductors
play a role in helping reduce the impact on the environment by, for example, making electric motors smarter and more efficient which
helps reduce energy consumption, electrifying vehicles for a cleaner environment and sensing water and gas leaks that preserve natural
resources. Operationally, as a manufacturer of billions of semiconductors a year, TI values manufacturing semiconductors efficiently
and with a commitment to continuous improvement. TI’s investments in 300-millimeter advanced manufacturing facilities help to extend
the Company’s cost advantage and give TI greater control of its supply chain, and at the same time, they enable the Company to
reduce emissions per chip, and increase water and energy efficiency. Additionally, TI gauges its reputation in strategically addressing
climate-related issues by engaging with its broad stakeholder base that includes investors, customers, suppliers, and employees. These
activities serve to address and mitigate potential reputational concerns, and, to date, no significant reputational concerns have been
identified through these interactions. Similarly, TI’s long history of annual sustainability and climate reporting helps to mitigate
the reputation risk that other companies that may not disclose as often or with as much information may experience. In consideration
of the above factors, during the periods covered by the 2021 10-K, TI determined that the reputational risk associated with increased
attention on climate change did not have a material impact to the Company’s financial condition or results of operations.

Finally, another transition risk TI considered includes
market trends that may alter business opportunities. TI considers the market’s increasing development of new technologies with lower
energy consumption and lower greenhouse gas emissions to potentially alter business opportunities for TI in light of those technologies’
potential use of semiconductors. In particular, market opportunities exist and may grow in connection with electric vehicles, solar panels,
charging infrastructure, and other such new and alternative technologies. However, these opportunities are driven by a host of complex
factors occurring in a broad and dynamic global context, in which climate change considerations are one of many factors in play. For instance,
even assuming a significant rate of adoption of semiconductors in technologies with lower energy consumption and greenhouse gas emissions,
it is anticipated to be a number of years before any such technology would be expected to displace established technologies in which semiconductors
are not used. Similarly, advances in the global supply chain and electrical grid infrastructure would be needed to keep pace with the
supply chain, manufacturing, and repair demands required to see one or all of the current alternative technologies outpace current technologies.
Also, the demand for rare earth minerals used in such technologies could temper growth until further design or innovation can overcome
resource and budgetary constraints. Moreover, in the absence of multi-jurisdictional regulatory mandates requiring adoption of such new
technologies, the fractious regulatory environment at a domestic and international level will continue to be a potential inhibitor to
broad and consistent adoption of such technologies, and consequently, for demand for semiconductor products in such technologies. In consideration
of the above factors, during the periods covered by the 2021 10-K, TI determined that these market trends did not have a material impact
to the Company’s financial condition or results of operations.

    3

TI will continue
to monitor the potential effects of transition risks related to climate change. If such risks are considered to have a material effect
on its business, financial condition, or results of operations, TI will disclose such risks in future SEC filings, as required.

    4

Management's
Discussion and Analysis of Financial Condition and Results of Operations, page 17

2. We note that
your response to prior comment four includes quantitative information solely in relation to 2021, and accordingly reissue it in part.
Please provide us with quantitative information regarding past and future capital expenditures for climate-related projects for each
of the periods covered by your Form 10-K and for future periods.

Response:

TI acknowledges
the Staff’s comment, and confirms that for the reasons explained in more detail in Comment 4 of the Company’s Initial Response
Letter, climate-related projects referenced in the Company’s Initial Response Letter and below, individually and in the aggregate,
did not involve material amounts of capital expenditures during the periods covered by the 2021 10-K, nor are they expected to require
material amounts of capital expenditures in future periods.

As requested
by the Staff, TI respectfully submits that in regard to capital expenditures for energy efficiency projects to reduce greenhouse gas
emissions and energy costs referenced in the Company’s Corporate Citizenship Reports for 2021, 2020, and 2019, the aggregate amounts
of such projects were estimated to represent less than 1.0% of the Company’s total capital expenditures for each of the years ended
December 31, 2021 ($2.5 billion), 2020 ($649 million), and 2019 ($847 million). For 2022, TI anticipates a similar level of expenditures
for such projects in proportion to the Company’s total capital expenditures.

Apart from these
projects, TI manufactures billions of chips per year and believes it is critical for TI to drive efficiencies in the Company’s
fabrication process. As TI continues to expand its 300-millimeter manufacturing facilities and related advanced technology in these facilities,
which are being designed and operated to optimize energy efficiency, the efficiencies recognized will continue to positively impact the
Company’s environmental footprint.

    5

3. Your response
to prior comment five appears to be conclusory in nature without providing sufficient detail regarding the indirect consequences of climate-related
regulation or business trends, including the specific items noted in our comment, and your assessment thereof. Please more fully describe
the indirect consequences of climate change and tell us how you concluded they were not material. Provide support for your assessment,
such as the quantitative analyses and qualitative factors referenced in your response.

Response:

With respect
to the 2021 10-K, TI did not identify any indirect consequences of climate-related regulation or business trends that had or are reasonably
expected to have a material impact to the Company’s financial condition or results of operations. TI acknowledges and has disclosed
actual and potential risks related to the indirect consequences of climate-related regulation or business trends within the Risk Factors
section of the 2021 10-K. However, TI did not identify material indirect consequences during the periods covered by its 2021 10-K.

As requested
by the Staff, set forth below is TI’s response to each of the individual items referenced in the Staff’s prior comment 5:

 • decreased
                                            demand for goods or services that produce significant greenhouse gas emission or are related
                                            to carbon-based energy sources;

 • increased
                                            demand for goods that result in lower emissions than competing products;

TI did not experience
decreased demand for goods or services as a result of customers indicating that TI’s products produce significant greenhouse gas
emissions or are related to carbon-based energy sources, nor increased demand for goods that result in lower emissions than competing
products. During the periods covered by the 2021 10-K, the Company attributed changes in demand to broad-based demand across industrial,
automotive and personal electronics markets (in 2021), to global impacts from the COVID-19 pandemic (in 2020), and to an uncertain macro-economy
that impacted our customers’ end demand (in 2019). The Company continuously monitors demand for TI products and the reason for
changes through a wide variety of means, which includes communicating regularly with customers, monitoring forecasts, sales, shipment
volumes, channel mix, and inventory levels, among other factors. TI has observed that of its over 100,000 customers, there are customers
that consider energy or emissions-related criteria such as energy intensity when selecting TI products. However, TI notes that there
are many underlying business reasons that can impact demand for TI products, which can include product portfolio breadth, the strength
and reach of channels to market, technological innovation, product development execution, technical support, customer service, quality,
reliability, price, and manufacturing capacity and capabilities, among other factors. To date, there is not a significant discernable
demand related to whether TI’s products produce significant greenhouse gas emissions or are related to carbon-based energy sources,
nor a discernable trend of customers changing their demand for products for the purpose of achieving lower emissions than competing products.
Instead, TI believes long term secular growth is driven by increase semiconductor content per system, especially in the industrial and
automotive markets, combined with TI’s competitive advantages. These competitive advantages include the breadth of the Company’s
portfolio, the reach of our market channels, the Company’s strong manufacturing footprint, and the diversity and longevity of the

    6

Company’s
products, markets, and customer positions. As such, TI believes these are the important and primary drivers and considerations to TI
customers in their product selection and design-in process.

 • increased
                                            competition to develop innovative new products that result in lower emissions;

TI has a long-standing commitment to be innovative
and responsible and have sustainable manufacturing with a focus on improving energy efficiency, reducing greenhouse gas emissions, reducing
waste, and reusing more water. For example, in its Corporate Citizenship Report for 2021, TI reported a year-end goal by 2025 of a 50%
reduction in energy intensity per chip from a 2015 base year, and reported progress by year-end 2021 of a 33% reduction in energy intensity
per chip. TI believes these efforts result in less energy used in connection with the manufacturing of TI products, and therefore, fewer
associated emissions. While there is some level of demand for products that use less energy for the purpose of achieving lower emissions,
and some related competition among manufacturers to produce such products, TI face

United States securities and exchange commission logo
July 18, 2022
Rafael Lizardi
Chief Financial Officer
Texas Instruments Inc.
12500 TI Boulevard
Dallas, Texas 75243
Re:Texas Instruments Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Response Dated June 29, 2022
File No. 001-03761
Dear Mr. Lizardi:
            We have reviewed your June 29, 2022 response to our comment letter 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 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.  Unless we note otherwise, our references to prior comments are to comments in our
June 2, 2022 letter.
Response Dated June 29, 2022
Risk Factors, page 9
1.We note your response to prior comment two.  Please describe the specific transition risks
you have considered, including those identified in our comment, and tell us about your
evaluation of the material effects of such risks, providing support for your determinations
of materiality.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
17
2.We note that your response to prior comment four includes quantitative information solely
in relation to 2021, and accordingly reissue it in part.  Please provide us with quantitative
information regarding past and future capital expenditures for climate-related projects for

 FirstName LastNameRafael Lizardi
 Comapany NameTexas Instruments Inc.
 July 18, 2022 Page 2
 FirstName LastName
Rafael Lizardi
Texas Instruments Inc.
July 18, 2022
Page 2
each of the periods covered by your Form 10-K and for future periods.
3.Your response to prior comment five appears to be conclusory in nature without providing
sufficient detail regarding the indirect consequences of climate-related regulation or
business trends, including the specific items noted in our comment, and your assessment
thereof.  Please more fully describe the indirect consequences of climate change and tell
us how you concluded they were not material.  Provide support for your assessment, such
as the quantitative analyses and qualitative factors referenced in your response.
4.We note your response to prior comment six.  Please further address the following:

•Include the quantification requested by our comment on an aggregate basis, rather
than for a quantitative or illustrative example, for each of the periods covered by your
Form 10-K and explain whether increased amounts are expected in future periods.

•Clarify your quantification regarding the cost of insurance premiums and insurance
overall in each of the years 2019, 2020, and 2021.

•Your response indicates that you incurred "$54 million of potentially insurable lost
profit and fixed cost absorption overall relating to missed wafer starts in five
fabrication facilities" as a result of the winter storm in Texas, which was subject to a
deductible and not pursued under an insurance claim.  Tell us whether your decision
not to pursue an insurance claim was related to anticipated potential effects on the
future cost and/or availability of insurance.
5.Please revise your response to prior comment seven to quantify your compliance costs
related to climate change on an aggregate basis, rather than for a quantitative example, for
each of the periods covered by your Form 10-K.
            Please contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

June 29, 2022

United States Securities
and Exchange Commission

Division of Corporation
Finance

Office of Manufacturing

100 F Street NE

Washington, D.C.
20549

Attention: Jennifer
Angelini, Erin Donahue

RE: 	     Texas
Instruments Incorporated

Form
10-K for Fiscal Year Ended December 31, 2021

Filed
February 4, 2022

File
No. 001-03761

Dear Ms. Angelini
and Ms. Donahue:

On behalf of Texas
Instruments Incorporated (the “Company” or “TI”), set forth below is the Company’s response to the comments
of the Staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”), dated June 2, 2022 relating
to the Company’s Form 10-K for the year-ended December 31, 2021 (the “2021 10-K”).

  Sincerely,

/s/
Rafael R. Lizardi

Rafael
R. Lizardi

Senior
Vice President and

Chief
Financial Officer

    1

Form 10-K
for Fiscal Year Ended December 31, 2021

General

1. We note that
you provided more expansive disclosure in your Corporate Citizenship Report (“CCR”) and on your website than you provided
in your SEC filings. Please advise us what consideration you gave to providing the same type of climate-related disclosure in your SEC
filings as you provided in your CCR and on your website.

Response:

As a publicly-traded,
global manufacturing company with approximately 30,000 employees worldwide and over 100,000 customers, TI has a wide variety of stakeholders
including employees, customers, suppliers, investors, community members, and others. TI’s teams solicit input from internal and
external stakeholders throughout the year through regular engagement, and examine third-party sustainability assessments and benchmark
disclosure trends and best practices. TI then compares these inputs to company priorities to determine what topics and disclosures to
include in the annual Corporate Citizenship Report. TI has published a Corporate Citizenship Report every year since 2010, and has been
reporting on sustainability and environmental matters for several years before that. TI’s 2020 Corporate Citizenship Report (the
“2020 CCR”) addresses a range of topics that are important to various constituencies, including certain sustainability and
environmental impact practices, and, together with TI’s website, speaks to TI’s broad audience of various stakeholders and
provides disclosures on topics beyond those considered to have a material impact on the Company’s financial condition or results
of operations as contemplated by SEC rules and regulations. As a result, the 2020 CCR and TI’s website include a wide variety of
detailed information that is disclosed on a voluntary basis, and that is not required to be disclosed pursuant to applicable SEC rules
and regulations. In fact, TI also explains in the 2020 CCR that the 2020 CCR includes “information that is not material to TI,
but may be considered important to TI and to our stakeholders.”

TI prepares the
information in its 2021 10-K and other SEC filings in accordance with Regulation S-K, Regulation S-X, Exchange Act Rule 12b-20, and the
SEC 2010 Guidance Regarding Disclosure Related Climate Change (the “2010 Guidance”). Additionally, in furtherance of TI’s
disclosure controls and procedures, the appropriate TI subject matter experts and an internal cross-functional committee of senior management,
some of whom are also included in the preparation and review of the 2020 CCR, meet on a quarterly basis and more frequently as appropriate
for the preparation and review of TI’s SEC filings to confirm compliance with SEC disclosure requirements. As part of these processes,
TI concluded that for its 2021 10-K the climate-related disclosures in its 2020 CCR were not material to an understanding of its business
or otherwise required by applicable SEC disclosure rules.

Even though the
specific effects of climate change are not currently material to TI’s business under the SEC’s applicable disclosure standards
for TI’s 2021 10-K, TI understands the potential effects of climate change and stakeholder interest in this topic. As it pertains
to this question and the other questions below, we acknowledge our obligation to continuously review these matters as part of our ongoing
disclosure controls and disclose climate-related matters in our SEC filings to the extent we determine it is required.

    2

Risk Factors,
page 9

2. Disclose the
material effects of transition risks related to climate change that may affect your business, financial condition, and results of operations,
such as policy and regulatory changes that could impose operational and compliance burdens, market trends that may alter business opportunities,
credit risks, or technological changes. For example, your CCR appears to identify 300mm advanced analog manufacturing as a technological
development related to climate change, noting its lower emissions and energy consumption versus older generation factories.

Response:

Like most companies,
TI is exposed to some transition risks related to climate change that may affect its business, financial condition, and results of operations.
TI considers transition risks as part of its risk management and SEC reporting processes, and as a result TI noted such transition risks
relating to laws, rules, and regulations concerning climate change under the Risk Factors section of the 2021 10-K, within the Legal
and Regulatory risks section. There, TI disclosed that it is subject to complex laws, rules, and regulations affecting its domestic and
international operations relating to, for example, the environment and climate change. As we noted in our 2021 10-K, if laws, rules,
and regulations are or were to be amended or expanded, or new ones enacted, TI could incur greater compliance costs associated with climate
change.

In addition to
TI’s SEC reporting process, TI assesses indirect consequences of climate-related regulation and business trends through both of
its comprehensive business continuity program and enterprise risk management program, in which TI considers risks that could have a material
impact to the Company’s financial condition or results of operations, including those risks associated with environmental issues.
These assessments are conducted with inputs from cross-functional subject matter experts and leaders within the Company who identify
risks and opportunities, including with respect to policy and regulatory changes, reputational issues, market trends, credit risks, and
technological changes. As an example, TI considers risks related to current and emerging regulations around the world. TI routinely monitors
current, proposed, and emerging legislation, regulations, and policies in the regions in which TI operates, and assesses the current
and potential impact of such regulations to TI’s operations. The evaluations performed through the business continuity program
and enterprise risk management program are conducted regularly and when significant events occur. Through these processes, TI did not
identify effects of any transition risks related to climate change that it believed would have a material impact to the Company’s
financial condition or results of operations for TI’s 2021 10-K.

TI will continue
to monitor the potential effects of transition risks related to climate change, including assessing whether specific regulatory, technological,
market, or reputational risks attributable to climate-related developments present unique risks that are material to TI’s business,
financial condition, or results of operations. If such risks are considered to have a material effect on its business, financial condition,
or results of operations, TI will disclose such risks in future SEC filings, as required.

    3

3. Disclose any
material litigation risks related to climate change and explain the potential impact to the company.

Response:

TI does not have
any material climate change-related litigation, and given the nature of TI’s business activities, TI does not expect such litigation
to be a material risk. In compliance with Item 103 of Regulation S-K, TI discloses material legal proceedings in its Annual Reports on
Form 10-K and Quarterly Reports on Form 10-Q in the normal course. TI is involved in various inquiries and proceedings that arise in
the ordinary course of business. TI believes that the amount of its liability arising from climate change-related litigation, if any,
will not have a material adverse effect upon TI’s financial condition, results of operations, or liquidity.

As part of TI’s
SEC reporting process, TI assesses the risk of material litigation, including litigation related to climate change, if any, by reviewing
threatened or asserted claims against the Company and monitoring trends and developments in litigation and regulation. This continuing
assessment involves coordination among litigation, environmental, and finance teams, who receive and review updates on pending litigation
and regulatory matters on a regular basis, and communication with the appropriate senior management representatives to review and assess
such developments. In addition, TI reviews its risk factor disclosures and identifies potentially material risks for consideration, including
litigation risks. Based on these processes, TI has not identified material litigation risks related to climate change. Should this change
and if TI becomes aware of material litigation risks related to climate change, TI will update its disclosures accordingly, as required.

    4

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 17

4. It appears
you have identified climate-related projects in your CCR, such as energy efficient projects to reduce greenhouse gas emissions. Tell
us how you considered providing disclosure regarding past and future capital expenditures for climate-related projects. Include quantitative
information for the periods covered by your Form 10-K and for future periods as part of your response.

Response:

In the 2020 CCR,
TI identified certain climate-related projects that illustrate actions that TI has taken or plans to take to reduce greenhouse gas emissions
and operate a more sustainable business, and that would be of interest to a broad stakeholder audience that includes constituencies beyond
investors, such as, employees, customers, suppliers, community members, and other interested parties. The investment of resources and
time in these projects is driven by a host of factors and considerations, and not necessarily by climate-related considerations alone.
In describing the various projects in the 2020 CCR, TI does not indicate that these projects were undertaken exclusively for the purpose
of addressing climate change, nor does the inclusion of a project in the 2020 CCR imply that the cost of the project is material for
SEC reporting purposes. During the periods covered by the 2021 10-K, such capital expenditure projects identified in the 2020 CCR were
not determined to be material. Please also reference the response to Comment 1, which further explains how TI determined the information
in the 2020 CCR was not material, either individually or in the aggregate.

In considering
materiality of an individual capital expenditure project, part of TI’s analysis involves considering the project’s cost as
a percentage of TI’s total capital expenditures. In addition, TI considers whether the cost of the project is reasonably likely
to result in a material impact to the Company’s financial condition or results of operations. Note that as stated in Page 11 of
the 2020 CCR, TI implements more than 200 energy efficiency projects each year to reduce GHG emissions and energy costs. The largest
of these projects, which related to the installation of fans resulting in energy savings, was a total expenditure of $1.2 million for
2021 (representing less than 0.05% of TI’s total capital expenditures for 2021 of $2.5 billion), and the total aggregate costs
of such energy efficiency projects was approximately $6.8 million (or less than 0.28% of TI’s total capital expenditures for 2021
of $2.5 billion). However, none of these past or planned climate-related projects, individually or in the aggregate, involved material
capital expenditures during the periods covered by the 2021 10-K, nor are they expected to require material future capital expenditures.

This assessment
of materiality was based on TI’s internal process for reviewing and assessing capital expenditures, which involves a quarterly
review of quantitative and qualitative information by senior management and leaders at the Company. In assessing whether a capital expenditure
project is material, TI assesses the current and anticipated costs related to such project, and compares it to TI’s financial condition
and results of operations, and determines whether it believes such expenditures have resulted in a material impact. Future business opportunities
or circumstances may cause a change in the Company’s estimate of capital expenditures for climate-related projects.

In future filings,
if applicable and material, TI will disclose capital expenditures, as required.

    5

5. To the extent
material, discuss the indirect consequences of climate-related regulation or business trends, such as the following:

 • decreased
                                            demand for goods or services that produce significant greenhouse gas emission or are related
                                            to carbon-based energy sources;

 • increased
                                            demand for goods that result in lower emissions than competing products;

 • increased
                                            competition to develop innovative new products that result in lower emissions;

 • increased
                                            demand for generation and transmission of energy from alternative energy courses;

 • any
                                            anticipated reputational risk resulting from operations or products that produce material
                                            greenhouse gas emissions; and

 • potential
                                            climate-related opportunities, such as the development of semiconductors for use in technologies
                                            with lower energy consumption and greenhouse gas emissions.

Response:

With respect
to its 2021 10-K, TI did not identify indirect consequences of climate-related regulation or business trends that had or are expected
to have a material impact to the Company’s financial condition or results of operations. TI acknowledges the indirect consequences
of climate change on its business, including those resulting from changes in regulation and other business trends, and has disclosed
risks related to such consequences within the Risk Factors section of the 2021 10-K. However, TI did not identify material indirect consequences
during the periods covered by its 2021 10-K.

In addition to
TI’s SEC reporting process, TI assesses indirect consequences of climate-related regulation and business trends through both of
its comprehensive business continuity program and enterprise risk management program, in which TI considers risks that could have a material
impact to the Company’s financial condition or results of operations, including those risks associated with environmental issues.
These assessments are conducted with inputs from cross-functional subject matter experts and leaders within the Company who identify
risks and opportunities, including with respect to policy and regulatory changes, reputational issues, market trends, credit risks, and
technological changes. As an example, TI considers risks related to current and emerging regulations. TI routinely monitors current,
proposed, and emerging legislation, regulations, and policies in the regions in which TI operates, and assesses the current and potential
impact of such regulati

United States securities and exchange commission logo
June 2, 2022
Rafael Lizardi
Chief Financial Officer
Texas Instruments Inc.
12500 TI Boulevard
Dallas, Texas 75243
Re:Texas Instruments Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 4, 2022
File No. 001-03761
Dear Mr. Lizardi:
            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 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.
Form 10-K for Fiscal Year Ended December 31, 2021
General
1.We note that you provided more expansive disclosure in your Corporate Citizenship
Report (“CCR”) and on your website than you provided in your SEC filings.  Please
advise us what consideration you gave to providing the same type of climate-related
disclosure in your SEC filings as you provided in your CCR and on your website.
Risk Factors, page 9
2.Disclose the material effects of transition risks related to climate change that may affect
your business, financial condition, and results of operations, such as policy and regulatory
changes that could impose operational and compliance burdens, market trends that may
alter business opportunities, credit risks, or technological changes.  For example, your
CCR appears to identify 300mm advanced analog manufacturing as a technological
development related to climate change, noting its lower emissions and energy

 FirstName LastNameRafael Lizardi
 Comapany NameTexas Instruments Inc.
 June 2, 2022 Page 2
 FirstName LastNameRafael Lizardi
Texas Instruments Inc.
June 2, 2022
Page 2
consumption versus older generation factories.
3.Disclose any material litigation risks related to climate change and explain the potential
impact to the company.
Managements Discussion and Analysis of Financial Condition and Results of Operations, page
17
4.It appears you have identified climate-related projects in your CCR, such as energy
efficient projects to reduce greenhouse gas emissions.  Tell us how you considered
providing disclosure regarding past and future capital expenditures for climate-related
projects.  Include quantitative information for the periods covered by your Form 10-K and
for future periods as part of your response.
5.To the extent material, discuss the indirect consequences of climate-related regulation or
business trends, such as the following:

•decreased demand for goods or services that produce significant greenhouse gas
emission or are related to carbon-based energy sources;
•increased demand for goods that result in lower emissions than competing products;
•increased competition to develop innovative new products that result in lower
emissions;
•increased demand for generation and transmission of energy from alternative energy
courses;
•any anticipated reputational risk resulting from operations or products that produce
material greenhouse gas emissions; and
•potential climate-related opportunities, such as the development of semiconductors
for use in technologies with lower energy consumption and greenhouse gas
emissions.
6.We note your disclosure that climate change might exacerbate natural occurrences such as
severe weather or cause natural disasters to occur with greater frequency.  Please discuss
the physical effects of climate events on your operations and results, such as weather-
related damages to your property or operations, and weather-related impacts on the cost or
availability of insurance.  Include quantitative information with your response for each of
the periods covered by your Form 10-K and explain whether increased amounts are
expected in future periods.  In addition, please discuss the potential for indirect weather-
related impacts that have affected or may affect your major customers or suppliers.
7.We note your disclosure on page 12 regarding the potential costs of compliance with laws
and regulations, including those relating to the environment and climate change.  Tell us
about and quantify any compliance costs related to climate change for each of the periods
covered by your Form 10-K and explain whether increased amounts are expected to be
incurred in future periods.
8.If material, please provide disclosure about any purchase or sale of carbon credits or

 FirstName LastNameRafael Lizardi
 Comapany NameTexas Instruments Inc.
 June 2, 2022 Page 3
 FirstName LastName
Rafael Lizardi
Texas Instruments Inc.
June 2, 2022
Page 3
offsets and any material effects on your business, financial condition, and results of
operations.  Include quantitative information for the periods covered by your Form 10-K
and for future periods as part of your response.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

June 20, 2019
Rafael R. Lizardi
Chief Financial Officer
Texas Instruments Incorporated
12500 TI Boulevard
Dallas, TX 75243
Re:Texas Instruments Incorporated
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed February 22, 2019
File No. 001-03761
Dear Mr. Lizardi:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery

CORRESP
1
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txn-corresp.htm

Texas Instruments Incorporated

June 12, 2019

Mr. Kevin Kuhar

Accounting Branch Chief

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:

Texas Instruments Incorporated

Form 10-K for the Year Ended December 31, 2018

Filed February 22, 2019

File No. 001-3761

Dear Mr. Kuhar:

I am writing in response to your letter dated May 31, 2019, to Texas Instruments Incorporated (“TI” or the “Company”) containing comments on TI’s Form 10-K for the year ended December 31, 2018.

Form 10-K for the Fiscal Year Ended December 31, 2018

Note 5. Income taxes, page 40

COMMENT 1:  We note that in your U.S. statutory to effective income tax rate reconciliation you present a caption showing a 4.2% increase as result of U.S. Tax Act transitional non-cash expense. Please describe to us the transactions or circumstances that resulted in this reconciling item. Tell us whether this item relates to the withholding taxes in certain non-U.S. jurisdictions that will be incurred upon repatriation of available cash to the United States discussed on page 41. Revise future filings to provide similar clarifying disclosure.

RESPONSE 1:  The caption showing a 4.2% increase as a result of U.S. Tax Act transitional non-cash expense represents the rate differential created by the Company’s Prepaid taxes on intercompany inventory profits, net existing at year end December 31, 2017 (see Note 13, Supplemental financial information—Prepaid expenses and other current assets, page 54). These taxes were paid in 2017 primarily at the 2017 U.S. statutory income tax rate of 35%, but were not recognized in income tax expense until 2018.

Unlike deferred taxes, prepaid taxes on intercompany inventory profits represent amounts paid upon sale of inventory to intercompany affiliates, the tax effect of which is

deferred for financial reporting purposes until sold to an external customer. The effect of deferring this prepaid tax into 2018 income tax expense added 4.2% to the reconciliation with the 2018 U.S. statutory income tax rate of 21%.

We refer to the item as transitional because it arises from the difference in the U.S. statutory income tax rates between 2017 and 2018 and will not recur unless the statutory income tax rate changes in the future. We refer to the item as non-cash because the cash payments were made prior to 2018 and therefore do not represent cash payments for taxes in 2018.

This item does not relate to the withholding taxes in certain non-U.S. jurisdictions that will be incurred upon repatriation of available cash to the United States.

We acknowledge the Staff’s comment and will include clarifying disclosure where appropriate in future filings.

We trust that the above information will be sufficient for your purposes. If you have any questions, please call Julie Knecht of Texas Instruments at 214-567-7456.

Very truly yours,

/s/ Rafael R. Lizardi

Rafael R. Lizardi

Senior Vice President and

Chief Financial Officer

May 31, 2019
Rafael R. Lizardi
Chief Financial Officer
Texas Instruments Incorporated
12500 TI Boulevard
Dallas, TX 75243
Re:Texas Instruments Incorporated
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed February 22, 2019
File No. 001-03761
Dear Mr. Lizardi:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  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 comment 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
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2018
Note 5. Income taxes, page 40
1.We note that in your U.S. statutory to effective income tax rate reconciliation you present
a caption showing a 4.2% increase as result of U.S. Tax Act transitional non-cash
expense.  Please describe to us the transactions or circumstances that resulted in this
reconciling item. Tell us whether this item relates to the withholding taxes in certain non-
U.S. jurisdictions that will be incurred upon repatriation of available cash to the United
States discussed on page 41.  Revise future filings to provide similar clarifying disclosure.

 FirstName LastNameRafael R. Lizardi
 Comapany NameTexas Instruments Incorporated
 May 31, 2019 Page 2
 FirstName LastName
Rafael R. Lizardi
Texas Instruments Incorporated
May 31, 2019
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Gary Newberry at (202) 551-3761 or Kevin Kuhar, Accounting Branch
Chief, at (202) 551-3662 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery

Mailstop 4628
April 15, 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 refer you to our comment letter dated April 5, 2016, regarding business contacts with
Sudan and Syria.  We have completed our review of this subject matter.  We remind you that our
comments or changes to disclosure in response to our comments do not fo reclose the
Commission from taking any action with respect to the company or 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 S tates.  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 rules
require.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Amanda Ravitz
  Assistant Director
 Division of Corporation Finance

CORRESP
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CORRESP

 Texas Instruments Incorporated

 P.O. Box 655474, MS 3999

 Dallas, TX
75265

 13588 North Central Expressway

 MS
3999

 Dallas, TX 75243

 (214) 480-2608

 April 13, 2016

Via Federal Express

 Ms. Cecilia Blye

Chief, Office of Global Security Risk

 U.S. Securities and
Exchange Commission

 100 F Street, NE

 Washington, DC 20549

Re:
Texas Instruments Incorporated

 Form 10-K for the Year Ended December 31, 2015

Filed February 24, 2016

File No. 1-03761

 Dear Ms. Blye:

I am writing in response to your letter dated April 5, 2016, to Texas Instruments Incorporated (“TI”) containing comments on
our Form 10-K for the year ended December 31, 2015.

 General

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

 RESPONSE 1: TI has no known past, current, or anticipated contacts with Sudan or Syria,
and has not to its knowledge directly or indirectly provided any products, components, services, or technology to those countries, whether involving ZTE Corporation or any other TI customer. Further, TI has no known agreements, arrangements or other
contacts with the governments of Sudan or Syria or entities they control.

 TI has in place a trade compliance program designed to prevent
the unauthorized sale, export or re-export of its products and the diversion of those products to Sudan, Syria and any other country designated by the State Department as a state sponsor of terrorism. As part of this program, TI distributors and
customers, including ZTE Corporation, agree to comply with all applicable U.S. export control laws and sanction regulations. In addition, relevant TI commercial documents include a destination control statement indicating that TI products are
subject to U.S. export controls and diversion of these products contrary to U.S. law is prohibited.

 COMMENT 2: Please discuss the
materiality of any contacts with Sudan and Syria you describe in response to the 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 with 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 impact 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.

 RESPONSE 2: As indicated in our response to
Comment 1, TI has no known contacts with Sudan or Syria. Accordingly, we believe there is no quantitative or qualitative material investment risk for our security holders, and therefore we do not anticipate any associated investor divestment or
similar initiatives would have a material impact on TI or its reputation.

 COMMENT 3: Information recently published 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 with ZTE Corporation.

 RESPONSE 3: We do not believe there is a material risk of reputational or other harm associated
with our component supplier relationship with ZTE Corporation. TI sales to ZTE are in compliance with applicable U.S. export control laws and sanction regulations. Further, TI’s trade compliance program is designed to prevent the unauthorized
sale, export or re-export of its products and the diversion of those products to Iran and any other country

 2

designated by the State Department as a state sponsor of terrorism. As part of this program, TI distributors and customers, including ZTE Corporation, agree to comply with all applicable U.S.
export control laws and sanction regulations. In addition, relevant TI commercial documents include a destination control statement indicating that TI products are subject to U.S. export controls and diversion of these products contrary to U.S. law
is prohibited.

 We acknowledge that:

•

we are 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

•

we 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.

We trust that the above information will be sufficient for your purposes. If you have any questions, please call Rafael Lizardi of Texas
Instruments at 214-567-3926.

 Very truly yours,

/s/ Kevin P. March

 Kevin P.
March

 Senior Vice President and

Chief Financial Officer

 3

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

May 8 , 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 completed our review of your filing.  We remind  you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initia ted by the Commission or any person under the
federal securities laws of the United States.  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 Se curities Exchange Act of 1934 and all applicable rules require.

        Sincerely,

        /s/ Kevin L. Vaughn

        Kevin L. Vaughn
        Accounting Branch Chief

CORRESP
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    dsecresponseltr04262013.htm

                            April 26, 2013

Via Federal Express

Mr. Kevin L. Vaughn

Accounting Branch Chief

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:         Texas Instruments Incorporated

Form 10-K for the Year Ended December 31, 2012

Filed February 22, 2013

File No. 1-3761

Dear Mr. Vaughn:

I am writing in response to your letter dated April 12, 2013, to Texas Instruments Incorporated (“TI”) containing comments on our Form 10-K for the year ended December 31, 2012.

Form 10-K for the Fiscal Year Ended December 31, 2012

Exhibit 13

Liquidity and capital resources, page 50

COMMENT 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 assets. 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 investments totaled $4.0 billion at that date, please tell us the amount of cash and equivalents as well as liquid investments held by your foreign subsidiaries at December 31, 2012 and quantify the amount that would not be available for use in the U.S. without incurring U.S taxes.

RESPONSE 1:  As of December 31, 2012, our foreign subsidiaries held about $600 million of cash, cash equivalents and liquid investments.  Of that amount, about $470 million would not be available for use in the U.S. without incurring U.S. taxes.

COMMENT 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 equivalents 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 liquid investments held by your foreign subsidiaries to the U.S.

RESPONSE 2:  As of December 31, 2012, our U.S. entities held $3.4 billion of cash, cash equivalents, and short-term investments, and have full access to our $2.0 billion revolving credit facility through its expiration in March 2018.  In light of these significant resources already available to our U.S. entities, we believe any impact to our liquidity or capital position if the approximately $600 million of cash, cash equivalents and liquid investments held by our foreign subsidiaries as of December 31, 2012, were not available for transfer to the U.S. to be negligible.  If we repatriated approximately $600 million of cash, cash equivalents and liquid investments, $470 million of which would incur tax, the additional tax liability net of foreign tax credits would be approximately $70 million.  This result is based on several assumptions, including an assumption that the repatriation occurs by means of a dividend, and does not consider alternative tax planning strategies we would likely pursue that might result in a lower additional tax liability.  As of December 31, 2012, we have no intent to distribute these earnings.

COMMENT 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. Refer 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.

RESPONSE 3: We will expand our disclosure as requested in future filings.

In connection with this response to your comments regarding our Form 10-K for the year ended December 31, 2012, we acknowledge that:

·

We are responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to our disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

We 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.

    We trust that the above information will be sufficient for your purposes.  If you have any questions, please call Rafael Lizardi of Texas Instruments at 214-567-3926.

                               Very truly yours,

                               /s/ KEVIN P. MARCH

                               Kevin P. March

                               Senior Vice President and

                               Chief Financial Officer

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

May 30, 2012

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, 201 1
Filed  February 24, 2012
  File No.  1-3761

Dear Mr.  March :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  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 E xchange Act of 1934 and all applicable rules require.

        Sincerely,

        /s/ Kevin L. Vaughn

        Kevin L. Vaughn
        Accounting Branch Chief

CORRESP
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    dresponseltr05252012.htm

May 25, 2012

Via Federal Express

Mr. Kevin L. Vaughn

Accounting Branch Chief

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:         Texas Instruments Incorporated

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

Filed February 24, 2012

Response Letter Dated April 27, 2012

File No. 1-3761

Dear Mr. Vaughn:

I am writing in response to your letter dated May 15, 2012, to Texas Instruments Incorporated containing comments on our Form 10-K for the year ended December 31, 2011.

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

COMMENT 1: Please expand your response to prior comments 6 and 7 to clarify how you determined the products and product lines within your segments are “groups of similar products” for purposes of Regulation S-K Item 101(c)(1)(i) given that your disclosures appear to indicate such product lines perform different functions and have different life cycles.

RESPONSE 1:  The 80,000+ semiconductor products we manufacture and sell generally fall into two basic categories—those based on analog technology and those based on digital technology.  Analog technologies deal with the continuum of real-world signals, while digital technologies deal with the on-off state of the digital world.  These technologies, along with other elements described below, form the basis of the similarity of the resulting products in each segment.

Products in our Analog segment are based principally on analog technology.  These products share many similarities, including the following.  Analog semiconductors take real-world signals, such as sound, temperature, pressure and visual images, then condition, amplify and/or convert them into digital form and back into real-world signals.  They also may be used to manage power distribution and consumption.  Products in our Analog segment are developed through similar design processes, which tend to involve small groups of highly specialized analog design engineers.  Analog engineers acquire their expertise through years of on-the-job experience.  The products in our Analog segment are typically manufactured using older, less advanced processes than are digital products (discussed below).  Our Analog products are sold to customers by our sales force with the help of analog field applications engineers.  These products tend to have long market life cycles.  In situations where customers request a custom analog part, which often have shorter market life cycles, we generally start with a core analog semiconductor and modify it accordingly, rather than design a new product from scratch.

Products in our other reportable segments, (those sold by our Embedded Processing and our Wireless segments), are based principally on digital technology.  Our digital products share the following similarities.  Digital semiconductors deal with the on-off state of digital signals, and are often modified for specific purposes by our customers who write custom software that operates on our digital products.  Our digital products are developed through similar design processes that involve engineers specialized in digital technology who tend to work in larger design teams than our analog engineers.  Digital products are manufactured using digital processes, which are typically more advanced than analog manufacturing processes.  Our digital products are sold to customers by our sales force with the help of digital field application engineers.

Historically, most of our Wireless products were custom in nature, experienced short market life cycles, were designed for a specific market and were sold by a dedicated sales force to a limited number of customers, primarily handset (cell phone) manufacturers. For this reason, we considered these products to be different enough from our other digital products that we defined Wireless as a separate (digital) group of products.  With our planned exit from the digital baseband product line and the evolution of the remaining Wireless products to a broader range of applications and customers that will be sold by our broader focused sales force, the distinction of this group of products from our other digital products (Embedded Processing) is diminishing.

In summary, we believe that by disclosing revenue for the past three fiscal years for Analog, Embedded Processing and Wireless, we have met the requirements of Regulation S-K Item 101(c)(1)(i).

Notes to Financial statements, page 6

Note 17 – Segment and geographic area data, page 36

COMMENT 2: We note your response to prior comment 4 that although depreciation expense is included in the measure of segment profit, you are unable to determine the specific amount of depreciation expense allocated to each segment as required by FASB ASC 280-10-50-22. Considering this fact, and in order to provide investors with a better understanding of your allocations, please revise future filings to disclose the reasons why you are unable to provide the amount of depreciation expense allocated to each segment.

RESPONSE 2:  We will comply with this request in our future filings, beginning with our Form 10-Q for the quarter ended June 30, 2012.

We trust that the above information will be sufficient for your purposes.  If you have any questions, please call Charlie Miller of Texas Instruments at 214-480-6707.

Very truly yours,

                        /s/ Kevin P. March

Kevin P. March

Senior Vice President and

Chief Financial Officer

May 15, 2012

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, 201 1
Filed  February 24, 2012
Response Letter Dated April 27, 2012
  File No.  1-3761

Dear Mr.  March :

We have reviewed your response  letter  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 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 circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we m ay
have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 20 11

1. Please expand your response to prior comments 6 and 7 to clarify how you determined
the products and product lines within your segments are “groups of similar products” for
purposes of Regulation S -K Item 101(c)(1)(i) given that your disclosures appear to
indicate such product lines perform different functions and have different life cycles.

Mr. Kevin P. March
Texas Instruments Incorporated
May 15, 2012
Page 2

 Notes to Financial statements, page 6

Note 17 – Segment and geographic are a data, page 36

2. We note your response to prior comment 4 that although depreciation expense is included
in the measure of segment profit, you are unable to determine the specific amount of
depreciation expense allocated to each segment as required by FASB  ASC 280 -10-50-22.
Considering this fact, and in order to provide investors with a better understanding of
your allocations, please revise future filings to disclose the reasons why you are unable to
provide the amount of depreciation expense allocated to each segment.

You may contact Gary Newberry at (202) 551 -3761  or me at (202) 551 -3643 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Mary Beth Breslin  at (202) 551-3625 or Geoffrey 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 Accountant at (202) 551 -3671.

        Sincerely,

        /s/ Kevin L. Vaughn

        Kevin L. Vaughn
        Accounting Branch Chie f

CORRESP
1
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    seccommentltr04272012.htm

April 27, 2012

Via Federal Express

Mr. Kevin L. Vaughn

Accounting Branch Chief

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:         Texas Instruments Incorporated

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

Filed February 24, 2012

File No. 1-3761

Dear Mr. Vaughn:

I am writing in response to your letter dated April 13, 2012, to Texas Instruments Incorporated (referred to herein as the “Company”) containing comments on our Form 10-K for the year ended December 31, 2011.  We will address your comments in future filings as discussed below.

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

RESPONSE 1:  Management has reviewed the risk to the Company of cyber attacks and considered Disclosure Guidance Topic No. 2.  We have addressed such risk in Item 1A of our Form 10-K, where we note our reliance on global manufacturing operations and state that security risks could result in a material adverse effect on our business operations and financial results.  After further review, we believe that it would be appropriate to expand Item 1A to discuss specifically our reliance on information technology (IT) systems, the disruption of which (for example, due to cyber attacks) could have a material adverse effect on our global operations.  We will include that expanded discussion in our Form 10-Q for the quarter ended March 31, 2012.

COMMENT 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 business, provide the disclosure required by Item 101(c)(1)(iii) of Regulation S-K.  In addition, if access to rare earth minerals by you, your suppliers or customers creates uncertainties or risks for your business, please provide risk factor or trends disclosure pursuant to Items 503(c) and 303 of Regulation S-K.

RESPONSE 2:  In Items 1 and 1A of our 2011 10-K, we discuss our views on the availability of the raw materials needed to manufacture our semiconductor products.  For example, in Item 1 we note our reliance on sole-source suppliers, and in Item 1A we state that our manufacturing requires that “certain key raw materials . . . be available.”  In Item 1A we also have included a risk factor concerning the exposure of our global operations to risks associated with legal, political, economic or other changes.

TI makes limited use of rare earth metals in its manufacturing process.  However, some of our customers make greater use of rare earth metals in their manufacturing operations, the disruption of which could affect the demand for our products.  In our Form 10-Q for the quarter ended March 31, 2012, we will expand Item 1A to note specifically our customers’ reliance on the availability of raw materials.

COMMENT 3:  We note your disclosures here and throughout the filing regarding your three reportable segments.  Please describe to us in more detail the underlying operating 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 identified your operating segments.  To the extent that any of your reportable segments result from the aggregation of two or more operating segments, provide us with a detailed analysis that discusses how you have considered the aggregation criteria set forth in FASB ASC 280-10-50-11.  Specifically address how your segment reporting has been impacted by the integration of the National Semiconductor business.

RESPONSE 3:  TI periodically evaluates its segment reporting disclosures based on information utilized by our chief operating decision maker (CODM) to assess performance and allocate resources of the Company and makes changes as needed to the segment disclosures as information utilized by the CODM changes.  For example, in 2008 we revised our segment disclosures to disaggregate our Semiconductor operations from one reportable segment into three reportable segments (Analog, Embedded Processing and Wireless) reflecting how the CODM evaluates the performance of our businesses and allocates the resources of the Company.

In preparing our segment disclosures, there has been no aggregation of any separate operating segment into a “reportable” segment. We have 3 operating segments that meet the 10% threshold of ASC 280-10-50-12 – Analog, Embedded Processing and Wireless – and are therefore separately disclosed in our segment footnote.  In addition, the sum of these three reportable segments’ revenue is greater than 75% of consolidated revenue for each of the last three years. We also have various other operating segments that are each below the 10% threshold and are therefore included in the “Other” category in our segment reporting, such as Education Technology.  We also receive royalty payments and have revenue from transitional supply agreements reported in the Other category, neither of which is an operating segment as defined in ASC 280. Unlike the separately disclosed segments, the operating segments included in the Other category are not a strategic focus of the Company.

We identified our operating segments by applying the criteria of ASC 280-10-50-1 through ASC 280-10-50-9 as follows:

    We determined that our CODM is our President and Chief Executive Officer.   We considered the following factors:

1.

The discrete financial information that is used by our CODM to assess performance and allocate resources of the Company;

2.

The nature of the business activities of each component;

3.

Our organizational structure;

4.

 The existence of managers responsible for each operating segment; and

5.

The information presented to the Board of Directors.

We reviewed the discrete financial information that is regularly made available to the CODM and used by him to assess performance and allocate resources of the Company. We determined that the Analog, Embedded Processing and Wireless business units are the lowest level at which discrete financial information is regularly used by the CODM to assess performance and allocate resources at the operating segment level. While the CODM may review financial information at multiple levels, the financial information below the operating segment level is less reliable for assessing performance beyond revenue and standard gross margin calculations. The CODM relies principally on the operating segment information to manage the Company and utilizes lower-level information to better understand the overall segment allocations that are made. We also reviewed the level of detail of the financial information provided to the Board of Directors, noting that the information regularly provided is consistent with the Company’s determination of its reportable segments.

Our internal reporting structure reflects our management organization. Each of our reportable segments is headed by a senior vice president who is (a) directly accountable to and maintains regular contact with the CODM, (b) assigned to a specific business entity based on a major category of products, and (c) responsible for managing the entity and assessing the performance of those within it. The CODM allocates resources of the Company to the individual segments after reviews with the segment managers.  The segment managers then allocate those resources within the segments.

Based on this review process, our presentation of segments is consistent with the way the CODM evaluates the businesses (i.e. segments) for performance and allocates resources of the Company to the segments.  The acquisition of National Semiconductor (National) was made for the purpose of adding to our portfolio of analog semiconductor products.  The National portfolio brought over 10,000 analog products complementary to TI’s existing analog portfolio. Because of the similarity between TI’s and National’s analog design and development requirements, manufacturing processes, end customers and distribution channels, we have included the financial results of National, now known as Silicon Valley Analog (SVA), within TI’s Analog segment. The Analog segment manager is responsible for managing SVA’s results in addition to the results of the rest of the Analog segment. The CODM continues to assess the operating performance of the Company at the segment level, including the Analog segment with SVA.

COMMENT 4:  Tell us where you have disclosed the amount of depreciation, depletion, and amortization expense included in each segment’s results as required by FASB ASC 280-10-50-22.  While you disclose that your CODM does not evaluate operating segments using discrete asset information, we note that one of the measures used to evaluate segment results is operating profit, of which depreciation and amortization expense is a component. If you concluded that the disclosure was not required, please tell us why and explain how you considered ASC 280-10-55-12 through 55-15 in reaching your conclusion.

RESPONSE 4:  TI uses a centralized manufacturing organization to provide products to our operating segments and a centralized organization that manages our facilities.  Our manufacturing equipment and facilities are not dedicated to individual segments, but rather used to produce thousands of products across different segments.  As a result, the assets and liabilities associated with the manufacturing and facilities organizations are not assigned to the operating segments.  The costs incurred by these organizations (e.g., depreciation, direct materials and labor) are aggregated then charged out to the segments on a per-unit basis.  The individual cost components lose their identity as a result of our total charge-out methodology.  Consequently, depreciation expense is not an independently identifiable component within the segments’ results, and is therefore unable to be provided to our CODM.  The CODM assesses depreciation at the total company level because the majority of the fixed assets are utilized across all segments.

COMMENT 5:  Please tell us whether any individual countries in Asia are attributed a material amount of your total revenues. Refer to FASB ASC 280-10-50-41.

RESPONSE 5: Our shipments of products into China (including Hong Kong), the largest semiconductor market in the world, represented approximately 40% of our revenue for the year ended December 31, 2011. Our current geographic disclosures go beyond a single non-U.S. sales figure as required by ASC 280-10-50-41 and provide information by region, as we believed this more detailed categorization would be useful to investors.  However, given the extent to which we sell into China, in future annual filings we will disclose revenue for that country, as well as any other individual country that might account for a similar level of sales.

COMMENT 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 Performance Analog (HPA) and Silicon Valley Analog (SVA) product lines.  We note discussions of different products in your other reportable segments as well.  Please explain to us how you have considered the requirements of FASB ASC 280-10-50-40, which requires separate reporting of revenues from each product or group of similar products.

RESPONSE 6: TI has over 80,000 products that we sell to over 90,000 customers worldwide.  We also manufacture and ship over 20 billion units of product annually. This broad portfolio of products has already been categorized into groups of similar products through our segment reporting process. Analog, Embedded Processing and Wireless represent categories of products that are meaningful to investors, consistent with the markets they serve, and consistent with our internal reporting structure as described in our response to comment 3 above.

We believe that our current disclosure of revenue by reportable segment meets the requirements of ASC 280-10-50-40 because our reportable segments are themselves major categories of products (i.e., they are groups of similar products that are combined on the basis of similar design and development requirements, product characteristics, manufacturing processes, end customers and distribution channels).  We believe this level of presentation also complies with the required disclosures of each “class of similar products” in accordance with Item 101(c)(1)(i) of Regulation S-K.  (See Response to item 8 below.)

We make reference in our MD&A to our product lines in order to help investors understand the product lines in each segment (pp. 39-40) and provide insight into the segment’s performance (pp. 44-46).  This product-line view of our segments is consistent with how information is aggregated for review by the segment managers, but does not negate the fact that these product lines are groups of similar products when considered in the context of the Company’s total product portfolio.

It should be noted that we typically have little enterprise exposure into any one or group of products that would be meaningful to investors because of the nature of our products and the semiconductor cycle in general as discussed on pages 40 and 41 of our Annual Report under “Manufacturing,” “Product Cycle,” and “Market Cycle.” Where we do have exposure that is relevant to investors, such as in the case of our wireless baseband product line, we provide more specificity.

COMMENT 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 page 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 attribute 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 prior year period or how product mix shifted compared to that period. In this regard, please tell us how the product lines 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 and the effect of new product introductions on product mix during the periods presented.  See Regulation S-K Item 101(c)(1)(i).

RESPONSE 7:  The underlying causes for material changes in our segments and consolidated results were cyclical factors in the semiconductor market, global economic uncertainty, the acquisition of National Semiconductor Corporation, the earthquake in Japan, and the Company’s decision to exit the market for wireless baseband semiconductors.  In the MD&A, we have discussed each of these factors.  Please see, for example, the discussi

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

   Mail Stop 3030          April 6, 2009

 Via U.S. Mail

 Kevin P. March  Chief Financial Officer  Texas Instruments, Inc. 12500 TI Boulevard  P.O. Box 660199  Dallas, Texas 75266-0199
 Re: Texas Instruments, Inc.
Form 10-K for the Year Ended December 31, 2008
 Filed February 24, 2009 File No.  001-03761

Dear Mr. March:   We have completed our review of your Form 10-K and related filings and have no
further comments at this time.            S i n c e r e l y ,                     Kevin L. Vaughn        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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    responseltr.htm

    April 3,
2009

    Via Federal
Express

    Mr. Kevin
L. Vaughn

    Accounting
Branch Chief

    U.S.
Securities and Exchange Commission

    100 F Street, NE

    Washington,
DC 20549

    Re: Texas
Instruments Incorporated

    Form 10-K for the Year Ended December
31, 2008

    File No.
001-03761

    Dear Mr.
Vaughn:

    I am
writing in response to your letter dated March 19, 2009, to Texas Instruments
Incorporated containing comments on our Form 10-K for the year ended December
31, 2008.  We will address your comments in future filings as
discussed below.

    COMMENT
1:  The language that is currently included after the word
“effective” appears to be superfluous, since the meaning of “disclosure controls
and procedures” is established by Rule 13a-15(e) of the Exchange
Act.  Please remove the language in your future filings or revise the
disclosure so that the language that appears after the word “effective” is
substantially similar in all material respects to the language that appears in
the entire two-­sentence definition of “disclosure controls and procedures”
set forth in Rule 13a-15(e).

    RESPONSE
1:  We will revise this disclosure as requested in future
filings.

    COMMENT
2:  We note that you accrued $121 million in the year ended
December 31, 2008 relating to a restructuring action that you announced in
January 2009.  We further note that you record involuntary
severance-related expenses related to an ongoing benefit in accordance with the
provisions of SFAS 112 once they are probable and the amounts are
estimable.  With reference to this specific restructuring action,
please explain to us why you concluded it was appropriate to record the $121
million charge as of December 31, 2008.

    RESPONSE
2:  In the second half of December 2008, management approved a
restructuring plan to reduce employment through a combination of worldwide
voluntary and involuntary programs with a total estimated cost of $300
million.  With respect to the involuntary program in the U.S. (the
U.S. program), we apply SFAS 112 due to our determination that the benefits we
offer under that program are made under an ongoing benefit
arrangement.

      Mr. Kevin
L. Vaughn

      April 3,
2009

      Page
2

By December 31, 2008, we had identified either a named
individual or a position to be eliminated under the U.S. program, and were able
to apply factors such as salary and years of service to reliably estimate the
cost of the ongoing benefit.  With the liability being both probable
(due to management's approval of the U.S. program) and estimable, we recorded
the charge as of December 31, 2008, in accordance with SFAS
5.  Additionally, affected employees were notified of their
termination in January 2009 and, consistent with our ongoing benefit
arrangement, the affected employees were not required to provide future services
to obtain termination benefits.

    Of the
$121 million charge taken in the fourth quarter of 2008, $119 million related to
the U.S. program.  The remaining $2 million related to (a) incremental
benefits for U.S. employees who had accepted a voluntary severance arrangement
the company announced in December 2008 (accrued upon acceptance by the employees
in accordance with SFAS 88) and (b) severance costs for employees outside the
U.S. who were involuntarily terminated in December 2008 (accrued as of the
communication date in accordance with SFAS 146).

    COMMENT
3:  We note your disclosure on page 38 that you maintain
consigned inventory at your customer locations.  Please revise this
note in future filings to separately present your consigned inventory. Refer to
Question 2 of SAB Topic 13(A)(2).

    RESPONSE
3:  Question 2 of Staff Accounting Bulletin Topic 13(A)(2)
indicates that “If title to the goods has passed but the substance of the
arrangement is not a sale, the consigned inventory should be reported separately
from other inventory in the consignor’s financial statements…”  Our
consignment arrangements with our customers provide that we ship products to the
customers’ locations, where the products are stored separately, but we retain
title to the products until the customer pulls the product for sale or use in
its manufacturing process. Once the product has been pulled, title passes and it
is at that point we recognize revenue from the transaction and bill the
customer.

    Because
our consignment arrangements are not of the type described in Question 2 of SAB
Topic 13(A)(2), we believe that there is no need to provide additional separate
disclosure of consigned inventory in our future filings.  However, we
will clarify in future filings the relationship between our consignment
inventory arrangements and revenue recognition.

    COMMENT
4:  We note from page 40 that your gross profit decreased by
15% due to lower revenue and, to a lesser extent, the impact of lower factory
utilization resulting from your efforts to reduce inventory.  Please
revise future filings to quantify the effects that your lower utilization had
upon your 2008 gross margin from your efforts to reduce your
inventory.

    RESPONSE
4:  We will expand our disclosure as requested in future
filings.

    COMMENT
5:  In addition, we note your disclosure on page 38 that you
''now tend to carry relatively higher levels of inventory than in past
years.”  However, we note that your total inventory has declined from
December 31, 2007 to December 31, 2008.  It appears that the higher
inventory levels you are referring to are in relation to your total sales, and
although total inventory has declined, it has not declined at the same rate as
revenues.  Please revise future filings to clarify what you mean by
''relatively higher levels of inventory than in past years.”

      Mr. Kevin
L. Vaughn

      April 3,
2009

      Page
3

    RESPONSE
5:  We will expand our disclosure as requested in future
filings.

    In
connection with this response to your comments regarding our Form 10-K for the
year ended December 31, 2008, TI acknowledges that:

              ·

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

              ·

              staff
      comments or changes to our disclosures in response to staff comments do
      not foreclose the Commission from taking any action with respect to the
      filing; and

              ·

              TI
      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.

    We trust
that the above information will be sufficient for your purposes.  If
you have any questions, please call Charlie Miller of Texas Instruments at
214-480-6707.

    Very
truly yours,

    /s/
Kevin P. March

    Kevin P.
March

    Senior
Vice President and

    Chief
Financial Officer

CORRESP
1
filename1.htm

    responseltr.htm

    March 31,
2009

    Via Federal
Express

    Mr. Kevin
L. Vaughn

    Accounting
Branch Chief

    U.S.
Securities and Exchange Commission

    100 F Street, NE

    Washington,
DC 20549

    Re: Texas
Instruments Incorporated

    Form 10-K for the Year Ended December
31, 2008

    File No.
001-03761

    Dear Mr.
Vaughn:

    I am
writing in response to your letter dated March 19, 2009, to Texas Instruments
Incorporated containing comments on our Form 10-K for the year ended December
31, 2008.  We will address your comments in future filings as
discussed below.

    COMMENT
1:  The language that is currently included after the word
“effective” appears to be superfluous, since the meaning of “disclosure controls
and procedures” is established by Rule 13a-15(e) of the Exchange
Act.  Please remove the language in your future filings or revise the
disclosure so that the language that appears after the word “effective” is
substantially similar in all material respects to the language that appears in
the entire two-­sentence definition of “disclosure controls and procedures”
set forth in Rule 13a-15(e).

    RESPONSE
1:  We will revise this disclosure as requested in future
filings.

    COMMENT
2:  We note that you accrued $121 million in the year ended
December 31, 2008 relating to a restructuring action that you announced in
January 2009.  We further note that you record involuntary
severance-related expenses related to an ongoing benefit in accordance with the
provisions of SFAS 112 once they are probable and the amounts are
estimable.  With reference to this specific restructuring action,
please explain to us why you concluded it was appropriate to record the $121
million charge as of December 31, 2008.

    RESPONSE
2:  In the second half of December 2008, management approved a
restructuring plan to reduce employment through a combination of worldwide
voluntary and involuntary programs with a total estimated cost of $300
million.  With respect to the involuntary program in the U.S. (the
U.S. program), we apply SFAS 112 due to our determination that the benefits we
offer under that program are made under an ongoing benefit
arrangement.

     By
December 31, 2008, we had identified either a named individual or a position to
be eliminated under the U.S. program, and were able to apply factors such as
salary and years of service to reliably estimate the cost of the ongoing
benefit.  With the liability being both probable (due to management's
approval of the U.S. program) and estimable, we recorded the charge as of
December 31, 2008, in accordance with SFAS 5.  Additionally, affected
employees were notified of their termination in January 2009 and, consistent
with our ongoing benefit arrangement, the affected employees were not required
to provide future services to obtain termination benefits.

     Of
the $121 million charge taken in the fourth quarter of 2008, $119 million
related to the U.S. program.  The remaining $2 million related to (a)
incremental benefits for U.S. employees who had accepted a voluntary severance
arrangement the company announced in December 2008 (accrued upon acceptance by
the employees in accordance with SFAS 88) and (b) severance costs for employees
outside the U.S. who were involuntarily terminated in December 2008 (accrued as
of the communication date in accordance with SFAS 146).

    COMMENT
3:  We note your disclosure on page 38 that you maintain
consigned inventory at your customer locations.  Please revise this
note in future filings to separately present your consigned inventory. Refer to
Question 2 of SAB Topic 13(A)(2).

    RESPONSE
3:  Question 2 of Staff Accounting Bulletin Topic 13(A)(2)
indicates that “If title to the goods has passed but the substance of the
arrangement is not a sale, the consigned inventory should be reported separately
from other inventory in the consignor’s financial statements…”  Our
consignment arrangements with our customers provide that we ship products to the
customers’ locations, where the products are stored separately, but we retain
title to the products until the customer pulls the product for sale or use in
its manufacturing process. Once the product has been pulled, title passes and it
is at that point we recognize revenue from the transaction and bill the
customer.

    Because
our consignment arrangements are not of the type described in Question 2 of SAB
Topic 13(A)(2), we believe that there is no need to provide additional separate
disclosure of consigned inventory in our future filings.  However, we
will clarify in future filings the relationship between our consignment
inventory arrangements and revenue recognition.

    COMMENT
4:  We note from page 40 that your gross profit decreased by
15% due to lower revenue and, to a lesser extent, the impact of lower factory
utilization resulting from your efforts to reduce inventory.  Please
revise future filings to quantify the effects that your lower utilization had
upon your 2008 gross margin from your efforts to reduce your
inventory.

    RESPONSE
4:  We will expand our disclosure as requested in future
filings.

    COMMENT
5:  In addition, we note your disclosure on page 38 that you
''now tend to carry relatively higher levels of inventory than in past
years.”  However, we note that your total inventory has declined from
December 31, 2007 to December 31, 2008.  It appears that the higher
inventory levels you are referring to are in relation to your total sales, and
although total inventory has declined, it has not declined at the same rate as
revenues.  Please revise future filings to clarify what you mean by
''relatively higher levels of inventory than in past years.”

    RESPONSE
5:  We will expand our disclosure as requested in future
filings.

    We trust
that the above information will be sufficient for your purposes.  If
you have any questions, please call Charlie Miller of Texas Instruments at
214-480-6707.

    Very
truly yours,

    /s/ Kevin P.
March

    Kevin P.
March

    Senior
Vice President and

    Chief
Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

   Mail Stop 3030

March 19, 2009

Via Facsimile and U.S. Mail

 Kevin P. March  Chief Financial Officer  Texas Instruments, Inc. 12500 TI Boulevard  P.O. Box 660199  Dallas, Texas 75266-0199
 Re: Texas Instruments, Inc.
Form 10-K for the Year Ended December 31, 2008
 Filed February 24, 2009 File No.  001-03761

Dear Mr. March:
We have reviewed your filing and have the following comments.  We have limited our
review of your filing to those items we have addressed in our comment.  Where indicated, we think you should revise your documents in future filings in response to these comments.  If you
disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your  explanation.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in thes e respects.  We welcome any questions you may
have about our comments or any other aspect of our review.  Feel free to  call us at the telephone
numbers listed at the end of this letter.

Texas Instruments, Inc.
Mr. Kevin P. March
March 19, 2009 Page 2  Form 10-K For the Year Ended December 31, 2008

 Item 9A. Controls and Procedures, page 14

 1. The language that is currently included after the word “effec tive” appears to be
superfluous, since the meaning of “disclosure controls and procedur es” is established by
Rule 13a-15(e) of the Exchange Act.  Please remove the language in your future filings or revise the disclosure so that the language  that appears after the word “effective” is
substantially similar in all mate rial respects to the language th at appears in the entire two-
sentence definition of “disclosure controls and procedures” set forth in Rule 13a-15(e).
 Exhibit 13.  Portions of Registra nt’s 2008 Annual Report to Stockholders

Notes to Financial Statements, page 7
 Note 2.  Restructuring Activities, page 11

 2. We note that you accrued $121 million in the ye ar ended December 31, 2008 relating to a
restructuring action that you announced in Janu ary 2009.  We further note that you record
involuntary severance-related e xpenses related to an ongoing benefit in accordance with
the provisions of SFAS 112 once they are prob able and the amounts are estimable.  With
reference to this specific restructuring acti on, please explain to us why you concluded it
was appropriate to record the $121 m illion charge as of December 31, 2008.
 Note 16.  Supplemental Information, page 30

 3. We note your disclosure on page 38 that you maintain consigned inventory at your
customer locations.  Please revise this note in future filings to separately present your consigned inventory.  Refer to Qu estion 2 of SAB Topic 13(A)(2).

Management’s discussion and analysis of fina ncial condition and result s of operations, page 37

4. We note from page 40 that your gross profit decreased by 15% due to lower revenue and,
to a lesser extent, the impact of lower factor y utilization resulting from your efforts to
reduce inventory.  Please revise future filin gs to quantify the effects that your lower
factory utilization had upon your 2008 gross ma rgin from your efforts to reduce your
inventory.
 5. In addition, we note your disclosure on page  38 that you “now tend to carry relatively
higher levels of inventory than in past years. ”  However, we note that your total inventory
has declined from December 31, 2007 to Decembe r 31, 2008.  It appears that the higher
inventory levels you are referri ng to are in relation to your total sales, and although total
inventory has declined, it has not declined at the same rate as revenues.  Please revise

Texas Instruments, Inc.
Mr. Kevin P. March March 19, 2009 Page 3
 future filings to clarify what you mean by “rel atively higher levels of inventory than in
past years.”

As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response.  Please furnish a cover letter that keys your responses to our comment and provides any requested information.  Detailed cover letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.    We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.      In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:  ‚ the company is responsible for the adequacy and 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 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
 You may contact Tara Harkins, Staff Accountant, at (202) 551-3639 or me at (202) 551-
3643 if you have questions regarding these comments.  In this regard, do no t hesitate to contact
Martin James, Senior Assistant Chief Accountant, at (202) 551-3671.

       S i n c e r e l y ,

          Kevin L. Vaughn         A c c o u n t i n g  B r a n c h  C h i e f

Mail Stop 6010
   March 7, 2008
  Kevin P. March Chief Financial Officer Texas Instruments Incorporated 12500 TI Boulevard P.O. Box 660199 Dallas, Texas 75266-0199
Re: Texas Instruments Incorporated
 Annual Report for the Fiscal Year Ended December 31, 2006 on Form 10-K  File No. 001-3761

Dear Mr. March:   We have completed our review of your Form 10-K and related filings and have no further comments at this time.
Please contact Alan Morris at (202) 551-3601 or me at (202) 551-3635 with any
questions.

 Sincerely,     Tim Buchmiller
 Senior Attorney
 cc (via fax): Cindy Haynes, Esq.

CORRESP
1
filename1.htm

    responseltr.htm

    February
      26, 2008

    Via
      Federal Express

    Mr.
      Tim
      Buchmiller

    Senior
      Attorney, Division of Corporation Finance

    U.S.
      Securities and Exchange Commission

    100
      F Street, NE

    Washington,
      DC 20549

    Re:
      Texas
      Instruments Incorporated

    Annual
      Report for the Fiscal Year Ended
      December 31, 2006 on Form 10-K File No. 001-3761

    Dear
      Mr.
      Buchmiller:

    I
      am
      writing in response to your letter dated February 14, 2008 to Texas Instruments
      Incorporated containing comments on our Form 10-K for the year ended December
      31, 2006.  As you will note below, we will address your comments in
      our Form 10-K for the year ended December 31, 2007, as
      appropriate.  We intend to include similar disclosures, revised as
      appropriate, in our filings for relevant subsequent periods.

    COMMENT
      1: We have reviewed your response to our prior comment.  In your
      future filings, as applicable, please expand your disclosure to further clarify
      the nature of the securities that you hold.  For example, although you
      have disclosed that your asset-backed fixed income securities are divided about
      equally between mortgage-backed securities secured by “non-subprime mortgage
      pools” and “non-mortgage-related asset-backed commercial paper,” please disclose
      what type of mortgage pools, and what type of other assets, back the securities
      that you hold.

    RESPONSE
      1:  We will expand our disclosure as requested in future
      filings.  For example, in Note 3 to our financial statements for the
      fiscal year ended December 31, 2007, we have added a table and related narrative
      disclosure that more fully describes the assets underlying our cash equivalents
      and short-term investments.

    COMMENT
      2:  It also appears from footnote 3 to your financial statements
      for the year ended December 31, 2006 that approximately $1.68 billion of your
      cash equivalents and short-term investments were held in “auction-rate
      securities.”  In your future filings, as applicable, please clearly
      discuss the nature of the material aspects of those securities as necessary
      to
      provide your investors with information necessary for a clear understanding
      of
      your balance sheet items.  For example, as appropriate, identify the
      nature of the auction-rate securities that you hold, the credit rating of those
      securities, indicate what factors may affect the value or liquidity of those
      securities, disclose how the interest rates on those investments will be
      determined and any material risks.  Also, if those securities are
      reasonably likely to affect your financial condition in a material way, please
      expand your discussion and analysis as applicable in future filings to provide
      your investors with information necessary for a clear understanding of the
      trend
      or uncertainty.  Refer to Item 303(a) of Regulation
      S-K.  Also add any appropriate disclosure required by Item 305 of
      Regulation S-K.

    RESPONSE
      2:  We will expand our disclosure as requested in future
      filings.  For example, in Notes 3 and 17 to our financial statements
      for the fiscal year ended December 31, 2007, and the Liquidity and Capital
      Resources and Quantitative and Qualitative Disclosures about Market Risk
      sections of our accompanying MD&A disclosure, we have added a discussion of
      auction-rate securities that includes the risks associated with holding such
      securities and our expectations regarding the potential impact of these risks
      on
      our financial condition.

    COMMENT
      3:  In your future filings, as applicable, revise the “Critical
      Accounting Policies” section of “Management’s Discussion and Analysis” to
      discuss the material accounting estimates and assumptions you make in valuing
      the auction-rate securities that you hold.  Describe the process by
      which you determine the value of those securities, the levels of judgment
      involved and the susceptibility of the resulting value to changes in your
      estimates and assumptions.

    RESPONSE
      3:  We accounted for our investments in auction-rate securities
      held as of December 31, 2007, at fair value based on readily-available market
      prices or third-party broker quotes.  We did not adjust for or apply
      any additional assumptions or estimates to the pricing information we received
      from brokers.  The pricing information we received from brokers
      utilized market participant data, and therefore we believe it was the most
      reliable information available regarding the value of our auction-rate
      securities.  Accordingly, we do not believe it is appropriate to add a
      discussion disclosing the estimates and assumptions used to value our
      auction-rate securities to the  “Critical Accounting Policies” section
      of our Form 10-K for 2007.

    We
      have
      revised Note 3 to our financial statements in our Form 10-K for 2007 to disclose
      that these investments are stated at fair value based on market prices or broker
      quotes, and we will include similar disclosure in future filings, as
      appropriate.

    Third-party
      broker quotes currently are not available for purposes of valuing our auction
      rate securities; should that condition persist, we will consider whether we
      should expand our Critical Accounting Policies disclosure beginning with our
      first-quarter 2008 Form 10-Q.

    We
      trust
      that the above information will be sufficient for your purposes.  If you
      have any questions, please call Charlie Miller of Texas Instruments at
      214-480-6707.

      Very
        truly yours,

      /s/
        Kevin P.
        March

      Kevin
        P.
        March

      Senior
        Vice President and

      Chief
        Financial Officer

Mail Stop 6010
   February 14, 2008
  Kevin P. March Chief Financial Officer Texas Instruments Incorporated 12500 TI Boulevard P.O. Box 660199 Dallas, Texas 75266-0199
Re: Texas Instruments Incorporated
 Annual Report for the Fiscal Year Ended December 31, 2006 on Form 10-K  File No. 001-3761

Dear Mr. March:
We have limited our review of your filing to those issues we have addressed in our
comment.  Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.  1. We have reviewed your response to our prior comment.  In your future filings, as applicable, please expand your disclosure to further clarify the nature of the securities that you hold.  For example, although you have disclosed that your asset-backed fixed income securities are divided about equally between mortgage-backed securities secured by "non-subprime-mortgage pools" and "non-mortgage-related asset-backed commercial paper," please disclose what type of mortgage  pools, and what type of other assets, back
the securities that you hold.
 2. It also appears from footnote 3 to your fina ncial statements for the fiscal year ended
December 31, 2006 that approximately $1.68 billion of your cash equivalents and short-term investments were held in "auction-rate securities."  In your future filings, as applicable, please clearly discuss the nature of the material aspects of those securities as necessary to provide your investors with information necessary for a clear understanding of your balance sheet items.  For example, as appropriate, identify the nature of the auction-rate securities that you hold, the credit rating of those securities, indicate what factors may affect the value or liquidity of those securities, disclose how the interest rates

Kevin P. March
Texas Instruments Incorporated February 14, 2008 Page 2
on those investments will be determined and any material risks.  Also, if those securities are reasonably likely to affect your financial condition in a material way, please expand your discussion and analysis in applicable future filings to provide your investors with information necessary for a clear understanding of the trend or uncertainty.  Refer to Item 303(a) of Regulation S-K.  Also a dd any appropriate disclosure required by
Item 305 of Regulation S-K.
 3. In your future filings, as applicable, revise the "Critical Accounting Policies" section of "Management's Discussion and Analysis" to discuss the material accounting estimates and assumptions you make in valuing the auction-rate securities that you hold.  Describe the process by which you determine the value of those securities, the levels of judgment involved and the susceptibility of the resulting value to changes in your estimates and assumptions.

*  *  *  *  *

Please respond to our comment within 10 business days or tell us when you will provide
us with a response.  Please understand that we may have additional comments after reviewing your response to our comment.   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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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.   Please contact Alan Morris at (202) 551-3601 or me at (202) 551-3635 with any
questions.   Sincerely,     Tim Buchmiller
 Senior Attorney
 cc (via fax): Charlie Miller

Mail Stop 3561
 December 7, 2007
  By U.S. Mail and facsimile to (214) 480-7999

R.K. Templeton President and Chief Executive Officer Texas Instruments Incorporated P.O. Box 660199 Dallas, Texas 75266-0199
Re:  Texas Instruments Incorporated
Definitive 14A
Filed March 9, 2007 File No. 001-03761
 Dear Mr. Templeton:   We have completed our review of your executive compensation and related
disclosure, and we have no further comments at this time.
  Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response lette r or any disclosure you include in your future filings in
response to our comments.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3315.           S i n c e r e l y ,            H a n n a  T .  T e s h o m e          S p e c i a l  C o u n s e l

CORRESP
1
filename1.htm

    responseltr.htm

    November
      12, 2007

    Via
      Federal Express

    Mr.
      Tim
      Buchmiller

    Senior
      Attorney, Division of Corporation Finance

    U.S.
      Securities and Exchange Commission

    100
      F
      Street, NE

    Washington,
      DC 20549

    Re:
      Texas
      Instruments Incorporated

    Annual
      Report for the Fiscal Year Ended
      December 31, 2006 on Form 10-K File No. 001-3761

    Dear
      Mr.
      Buchmiller:

    I
      am
      writing in response to your letter dated October 30, 2007 to Texas Instruments
      Incorporated containing comments on our Form 10-K for the year ended December
      31, 2006.  As you will note below, we have addressed your comments in
      our Form 10-Q for the quarter ended September 30, 2007, and will do so in our
      Form 10-K for the year ended December 31, 2007, as appropriate.  We
      intend to include similar disclosures, revised as appropriate, in our filings
      for relevant subsequent periods.

    Management’s
      Discussion and Analysis

    Financial
      Condition; and Liquidity and Capital Resources

    COMMENT:    It
      appears
      from footnote 3 to your financial statements for the fiscal year ended December
      31, 2006 that a significant portion of your cash equivalents and short-term
      investments were held in “asset-backed fixed income securities.”  In
      future filings, please clearly discuss the nature of the material components
      of
      those assets as necessary to provide your investors with information necessary
      for a clear understanding of your financial condition.  Also, if these
      securities are reasonably likely to affect your financial condition in a
      material way, please expand your discussion and analysis in applicable future
      filings to provide your investors with information necessary for a clear
      understanding of the trend or uncertainty.  Refer to Item 303(a) of
      Regulation S-K.  For example, as appropriate, identify the percentage
      and nature of any mortgage-backed securities you hold, indicate what factors
      may
      affect the value of those securities and disclose any material
      risks.  Also add any appropriate disclosure required by Item 305 of
      Regulation S-K.

    RESPONSE:     We
      responded
      to this comment in our Quarterly Report on Form 10-Q for the quarter ended
      September 30, 2007, which we filed on November 1, 2007.  Specifically
      in the Financial Condition section we disclosed:

    Total
      cash (cash and cash equivalents plus short-term investments) decreased $48
      million from year-end 2006 to $3.67 billion at the end of the third
      quarter.  Total cash includes $926 million of asset-backed fixed
      income securities, divided about equally between mortgage-backed securities
      secured by non-subprime-mortgage pools and non-mortgage-related asset-backed
      commercial paper.  These asset-backed fixed income securities continue
      to be rated either AAA, A-1 or P-1.  To date, we have collected all
      principal and interest payable on these securities and expect to continue to
      do
      so as they mature.

    We
      intend
      to revise our disclosures in the notes to our financial statements and in our
      Quantitative and Qualitative Disclosures about Market Risk (Regulation S-K
      Item
      305) as requested in future filings.

    In
      addition, please note the effect of changes in interest rates on the fair value
      of our asset-backed fixed income securities has not been material since we
      filed
      our 2006 Form 10-K, and is not expected to be material for the foreseeable
      future, due to the quality and duration of our investments.  In
      addition, our sensitivity analysis indicated that a 1% general change in the
      applicable interest rates associated with these investments as of the end of
      the
      third quarter of 2007 would not have resulted in a material change in the
      securities’ fair value, thus obviating the need to update the year end
      disclosure on Quantitative and Qualitative Disclosures about Market
      Risk.

    As
      we
      have previously disclosed in our notes to financial statements, we consider
      our
      investment in these securities to be held available for sale, therefore under
      Statement of Financial Accounting Standards No. 115, Accounting for Certain
      Investments in Debt and Equity Securities, any changes in the fair value of
      these investments would be reflected as a component of other comprehensive
      income for the period and not as a direct entry to the income
      statement.  Such changes have not been material and are not expected
      to be material in the foreseeable future.

    In
      connection with this response to your comment regarding our Form 10-K for the
      year ended December 31, 2006, we acknowledge that:

              ·

              We
                are responsible for the adequacy and accuracy of the disclosure in
                the
                filing;

              ·

              Staff
                comments or changes to our disclosures in response to staff comments
                do
                not foreclose the Commission from taking any action with respect
                to the
                filing; and

              ·

              We
                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.

    We
      trust
      that the above information will be sufficient for your purposes.  If you
      have any questions, please call Charlie Miller of Texas Instruments at
      214-480-6707.

    Very
      truly yours,

    /s/
      Kevin P.
      March

    Kevin
      P.
      March

    Senior
      Vice President and

    Chief
      Financial Officer

Mail Stop 6010
   October 30, 2007
  Kevin P. March Chief Financial Officer Texas Instruments Incorporated 12500 TI Boulevard P.O. Box 660199 Dallas, Texas 75266-0199
Re: Texas Instruments Incorporated
 Annual Report for the Fiscal Year Ended December 31, 2006 on Form 10-K  File No. 001-3761

Dear Mr. March:
We have limited our review of your filing to those issues we have addressed in our
comment.  Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.  Management's Discussion and Analysis

 Financial Condition; and Liquidity and Capital Resources

 1. It appears from footnote 3 to your financia l statements for the fiscal year ended
December 31, 2006 that a significant portion of your cash equivalents and short-term investments were held in "asset-backed fixed income securities."  In future filings, please clearly discuss the nature of the material components of those assets as necessary to provide your investors with information necessary for a clear understanding of your financial condition.  Also, if these securities are reasonably likely to affect your financial condition in a material way, please expand your discussion and analysis in applicable future filings to provide your investors with information necessary for a clear understanding of the trend or uncertainty.  Refe r to Item 303(a) of Regulation S-K.  For
example, as appropriate, identify the percentage and nature of any mortgage-backed securities you hold, indicate what factors may affect the value of those securities, and

Kevin P. March
Texas Instruments Incorporated October 30, 2007 Page 2
disclose any material risks.  Also add any appropriate disclosure required by Item 305 of
Regulation S-K.

*  *  *  *  *

Please respond to our comment within 10 business days or tell us when you will provide
us with a response.  Please understand that we may have additional comments after reviewing your response to our comment.   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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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 connection with responding to our comment, please provide, in writing, a 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 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

Please contact Alan Morris at (202) 551-3601 or me at (202) 551-3635 with any
questions.
  Sincerely,     Tim Buchmiller
 Senior Attorney
 cc (via fax): Cindy Haynes, Esq.

CORRESP
1
filename1.htm

    response_letter.htm

    September
      27, 2007

    Via
      Federal Express

    Ms.
      Hanna
      T. Teshome

    Special
      Counsel

    U.S.
      Securities and Exchange Commission

    450
      Fifth
      Street, N.W.

    Washington,
      DC  20549-0609

    Re:          Texas
      Instruments Incorporated

    Definitive
      14A

    Filed
      March 9, 2007

    SEC
      File No. 001-03761

    Dear
      Ms.
      Teshome:

    I
      am
      writing in response to your letter dated August 29, 2007, to Texas Instruments
      Incorporated (the "company" or "TI") containing comments on our Definitive
      14A
      filed on Marcy 9, 2007 (“2007 Proxy Statement”).  TI will address your
      comments in future filings as discussed below.   In addition, we
      draw your attention below to selected portions of our 2007 Proxy Statement
      where
      we feel they are relevant to the comment.

    Compensation
      Discussion and Analysis, page 16

    What
      are the objectives of our compensation program, page
      17

    COMMENT
      1:  You state that
      the committee judges performance-based on three specific measures one of which
      is "total shareholder return."  Without further insight into what this
      term means, how it is determined, and how it impacts bonus awards, your
      disclosure is not easily understood.  Please revise your disclosure to
      clarify what constitutes total shareholder return.

    RESPONSE
      1:  As used in the
      Compensation Discussion and Analysis section (“CD&A”) of TI’s 2007 Proxy
      Statement, one- and three-year “total shareholder return” (“TSR”) refers to the
      percentage change in the value of a stockholder’s investment in a company over a
      one-year and a three-year period, as determined by dividends paid and the change
      in the company’s share price during the period.  To the extent the
      Committee continues to use TSR as a performance measure in determining
      compensation for the named executive officers, TI will include a definition
      of
      TSR in its future filings.

      Analysis
        of Compensation Determinations for 2006, page
        21

    COMMENT
      2:  Please expand
      your disclosure to address the committee's analysis of "total compensation"
      and
      how the evaluation of this data resulted in specific awards for 2006 or
      modifications to the manner in which you implement your compensation
      program.

    RESPONSE
      2:  In future
      filings, TI will expand the discussion of total compensation to include, to
      the
      extent applicable, the impact that the Committee’s evaluation of total
      compensation had on the level and form of compensation awarded by the Committee
      to the named executive officer in the reporting year.  For example, if
      the Committee lowers the amount of equity compensation from targeted levels
      as a
      result of its review of an officer’s total compensation, TI will note that fact
      in the CD&A.  If the review of total compensation results in no
      change to the officer’s compensation, TI will include a statement to that
      effect.

    COMMENT
      3:  Please revise the
      compensation discussion and analysis to discuss material differences in
      compensation policies with respect to individual named executive officers in
      accordance with Section II.B.1. of Commission Release No.
      33-8732A.  Refer to the disparity between Mr. Templeton's salary, the
      compensation awarded to him under the performance bonus and profit sharing
      programs and the TI Executive Officer Performance Corporate Incentive Plan,
      and
      the equity awards made on January 19, 2006.  Provide a more detailed
      discussion of how and why Mr. Templeton's compensation differs from that of
      the
      other named executive officers.  If policies or decisions relating to
      a named executive officer are materially different than the other officers,
      please discuss this on an individualized basis.

    RESPONSE
      3:   In
      preparing the CD&A for its 2007 Proxy Statement (“2007 CD&A”), TI
      considered whether there were material differences in its compensation policies
      with respect to the named executive officers and concluded that there were
      no
      material differences.  (For TI’s chairman, the Compensation Committee
      used a different methodology to set base salary, bonus and equity compensation
      than for the other named executive officers, because of limited peer group
      data
      on executive chairmen.  For a description of this methodology, please
      see the 2007 Proxy Statement at pages 21, 22 and 27.)  The differences
      between the named executive officers’ levels of compensation did not result from
      any formula used to achieve those differences.  Instead, the elements
      of compensation were determined separately for each officer applying the factors
      described in the 2007 CD&A.  In future filings, if there are
      material differences in the compensation policies used by the Committee in
      setting the compensation of specific named executive officers, TI will describe
      them; or if there are no such differences, TI will clarify that there are
      none.  In addition, TI will disclose any multiples or other set
      differentials that are applied to derive the officers’ compensation, or clarify
      that they did not play a role in the determinations.

    Assessment
      of 2006 Company Performance, page 23

    COMMENT
      4:  You provide
      little discussion and analysis of the effect of individual performance on
      performance based compensation despite disclosure suggesting it is a significant
      factor considered by the committee.  Please provide additional detail
      and an analysis of how individual performance contributed to actual compensation
      for the named executive officers.  For example, disclose the elements
      of individual performance, both quantitative and qualitative, and specific
      contributions the compensation committee considered in its evaluation, and
      if
      applicable, how the committee weighted and factored them into specific
      compensation decisions.  Please refer to Item 402(b)(2)(vii) of
      Regulation S-K.

    RESPONSE
      4:  Please note that
      in the discussion of the bonus determinations for 2006 (page 24 of the 2007
      Proxy Statement), TI stated that the individual performance assessment for
      each
      officer “was based primarily on the financial performance of the business
      operation for which the officer was responsible and the strategic progress
      of
      the organization for which the officer was responsible.”  Elsewhere in
      the 2007 CD&A, TI noted that the company’s relative performance as compared
      to that of competitors is “[m]ost crucial” in the Compensation Committee’s
      assessment of performance.  (Please see the 2007 Proxy Statement at
      page 17.)  In future filings, TI will specify more clearly the
      relative importance of individual performance as compared to other factors
      such
      as company-level performance and peer group compensation data in the
      determination of base salary, long-term compensation and bonus, as
      applicable.  In addition, to the extent individual performance is a
      significant consideration, TI will confirm that individual performance
      evaluations are based primarily on the performance of the organization for
      which
      the officer is responsible, or it will identify such other principal factors
      as
      may apply.

    COMMENT
      5:  Please disclose
      the necessary targets or performance measures to be achieved in order for your
      named executive officers to earn their incentive compensation.  To the
      extent you believe that such disclosure would result in competitive harm such
      that you may exclude it under Instruction 4 to Item 402(b) of Regulation S-K,
      please provide a detailed supplemental analysis supporting your conclusions
      and
      disclose how difficult or likely it would be for the company or the named
      executive officers to meet those goals.  In discussing how difficult
      it will be for an executive or how likely it will be for you to achieve the
      target levels or other factors, please provide as much detail as necessary
      without providing information that would result in competitive
      harm.  Provide appropriate insight into the factors you considered in
      setting performance related objectives such as assessments of historical
      incentive practice and the incentive parameters set for the relevant fiscal
      period.

    RESPONSE
      5:  In the 2007
      CD&A, TI disclosed the material aspects of all necessary targets and
      performance measures to be achieved with respect to incentive compensation
      for
      2006.  Please see pages 17, 19 and 23 of the 2007 Proxy
      Statement.  Equity compensation awarded in 2006 was not subject to
      targets or performance measures.  For profit sharing, there was a
      performance threshold of 10 percent annual operating margin.  The
      bonus plan for executive officers (the Texas Instruments Executive Officers
      Performance Plan) provides that executive officers can be paid a cash bonus
      under the plan equal to 0.5 percent of the company’s consolidated income as
      defined in the plan, subject to the discretion of the Compensation Committee
      to
      set bonuses at a lower level.  TI stockholders approved the plan,
      including the 0.5 percent formula, in 2002.  In exercising its
      discretion, the Committee has followed a policy of setting total cash
      compensation at a level above the market median if the company performed better
      than competitors, and below the market median if the company performed worse
      than competitors.  The Committee makes this performance assessment at
      the end of the year, focusing on the company’s relative performance on
      specific measures that TI identified in the CD&A.  TI “believe[s]
      this approach is important, as our industry changes rapidly and thresholds
      that
      appear challenging at the beginning of a year could prove to be irrelevant
      by
      year-end.”  (2007 Proxy Statement at page 17.)

    Decisions
      on 2006 Performance Bonuses, page 24

    COMMENT
      6:  Please provide
      additional analysis about how you determined the amount of compensation paid
      under the profit sharing program and the Executive Officer Performance Plan.
      See
      Item 402(b)(1)(v) of Regulation S-K.  Provide a more focused
      discussion that not only sets forth the amount of compensation awarded under
      these programs but also provides substantive analysis and insight regarding
      the
      extent to which you achieved target or maximum levels of performance and how
      achievement of the corporate performance objectives and individual goals
      resulted in specific payouts for 2006.  To the extent the committee
      exercised its discretion in making awards under these programs, as your
      disclosure on page 23 indicates, please disclose the specific exercises of
      discretion in accordance with Item 402(b)(2)(vi) of Regulation
      S-K.

    RESPONSE
      6:  Please see the
      response to Comment 5 above.  In future filings, TI will provide more
      detail concerning the calculation of profit sharing for the reporting year
      and
      explain the role of discretion, if any, in the payment of profit sharing to
      the
      named executive officers.  In addition, TI will explain more clearly
      the relationship between profit sharing and the level of bonus paid to the
      named
      executive officers.  With respect to the Executive Officer Performance
      Plan, there are no minimum or maximum levels of performance or payout formulas,
      except that the plan provides for a payment to each officer equal to 0.5 percent
      of the company’s consolidated income and the Compensation Committee has the
      discretion under the plan to lower the bonus amount to such level, including
      $0,
      as it considers appropriate.  As noted in Response 5 above, the
      Committee in exercising its discretion has focused on the company’s relative
      performance, specifically how the company’s performance compared with that of
      named competitors on certain performance measures that TI identified in the
      CD&A.  If the company’s performance on those measures was superior
      to competitors on those measures, the Committee’s policy has been to set total
      cash compensation above the market median.  If the company’s
      performance is inferior to competitors on those measures, the Committee’s policy
      has been to set total cash below the market median.  In the 2007
      CD&A, TI stated the Committee’s assessment of the company’s relative
      performance on each of the performance measures and the Committee’s conclusion
      that overall performance was above median.  See 2007 Proxy Statement
      at pages 23-25.  In future filings, TI will provide a more focused
      discussion of bonus that relates the Committee’s performance assessment more
      clearly to the level of bonuses awarded.  In addition, if the
      Committee adopts targets, goals and maximum or minimum levels of performance,
      TI
      will disclose them as required by the SEC’s rules.

    COMMENT
      7:  Please discuss
      and analyze how the compensation committee determined the actual number of
      shares underlying the stock option and restricted stock unit awards and describe
      the reasons why you allocated these awards in the proportions reflected in
      columns (i) and (j) of the Grants of Plan Based Award table.  Please
      concisely set forth the rationale for the variances of these awards among the
      named executive officers.  Please refer to Items 402(b)(1)(v) and
      402(b)(2)(iii) of Regulation S-K.

    RESPONSE
      7:  In future
      filings, TI will expand the discussion and analysis of equity compensation
      to
      state more clearly the relative importance of the factors considered in setting
      the equity compensation levels of the named executive officers for the reporting
      year.  In addition, TI will discuss and analyze in greater detail why
      the share amounts were allocated as they were between the forms of equity
      compensation awarded to those officers.

    Potential
      Payments Upon Termination or Change in Control, page
      38

    COMMENT
      8:  Please describe
      and explain how you determine the appropriate payment and benefit levels under
      the various circumstances that trigger payments or provision of benefits under
      the termination or change in control arrangements.  Also, discuss how
      these arrangements fit into your overall compensation objectives and affect
      the
      decisions you made regarding other compensation elements and the rationale
      for
      decisions made in connection with these arrangements. See paragraphs (b)(1)(v)
      and (j)(3) of Item 402 of Regulation S-K.

    RESPONSE
      8:  TI will include
      in its Item 402(j) narrative a description and explanation of how the payment
      and benefits levels were determined, or, if appropriate, TI will provide
      cross-references to other portions of the proxy statement where the benefit
      is described and explained (e.g., the CD&A and the narrative or notes
      relating to the Pension Benefits and Nonqualified Deferred Compensation
      tables).  Similarly, in the Item 402(j) narrative,

Mail Stop 6010

September 11, 2006

Mr. Kevin P. March
Chief Financial Officer
Texas Instruments, Inc.
12500 TI Boulevard
P.O. Box 660199
Dallas, Texas  75266

 Re: Texas Instruments, Inc.
Form 10-K for the Year Ended De cember 31, 2005 and related filings
File No.  001-03761

Dear Mr. March:

 We have completed our review of your Fo rm 10-K and related materials and do not, at
this time, have any further comments.

Sincerely,

       M a r t i n  F .  J a m e s
       Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

      Registrant's Reply to SEC Comment Letter

      August
        7,
        2006

      Via
        Federal Express

      Mr.
        Martin F. James

      Sr.
        Assistant Chief Accountant

      U.S.
        Securities and Exchange Commission

      450
        Fifth
        Street NW

      Washington,
        DC 20549-0609

      Re:
         Texas
        Instruments Incorporated

      Form
        10-K
        for the Year Ended December 31, 2005

      and
        related filings

      Form
        10-Q
        for the Quarter Ended March 31, 2006

      SEC
        File
        No. 001-03761

      Dear
        Mr.
        James:

      I
        am
        writing in response to your letter dated July 24, 2006 to Texas Instruments
        Incorporated (the "company" or "TI") containing comments on our Form
        10-K
        for the year ended December 31, 2005, and Form 10-Q for the quarter ended
        March 31, 2006. As you will note below, TI has addressed your comments in
        its Form 10-Q for the quarter ended June 30, 2006, or will do so in its Form
        10-K for the year ended December 31, 2006, as appropriate, and intends to
        include similar disclosures, revised as appropriate, in filings for relevant
        subsequent periods.

      Form
        10-K for the Year Ended December 31, 2005

      Texas
        Instruments 2005 Annual Report

      Note
        1. Description of Business and Significant Accounting Policies and Procedures,
        page 11

      -Revenue
        Recognition, page 12

      COMMENT
        1:
        Please
        revise this note in future filings to disclose the rights you grant to your
        distributors, such as the rights of return, the rights to price adjustments,
        etc. Explain how you are able to reliably estimate the expected events in
        order
        to establish allowances and recognize revenue upon delivery to the
        distributor.

      RESPONSE
        1:
        We will
        revise this note as requested in future filings.

      In
        the
        meantime, we offer the explanation below of how we are able to reliably estimate
        expected events in order to establish allowances and recognize revenue upon
        delivery to the distributor. Please note that the portion of our consolidated
        net revenue resulting from sales to distributors historically ranges from
        25% to
        30%.

      We
        sell
        our products to distributors at standard published prices, although, as you
        observe, we have certain programs in which distributors may participate at
        our
        discretion. Revenue is recorded at the time of shipment to distributors net
        of
        estimated allowances for each of these programs. At the time of shipment,
        title
        transfers to the distributor and payment from the distributor is due on our
        standard commercial terms; payment terms are not contingent upon the
        distributor’s resale of the product. A brief description of each program and our
        method of estimating the related allowance follows:

            ·

              Price
                adjustment credits for certain resales:  Under this program, we
                may grant a distributor price adjustment credits up to an agreed
                quantity
                for specific resales of TI products to a specific end customer. In
                order
                to receive price adjustment credits, the distributor must provide
                details
                regarding the specific price competition they are facing, including
                the
                product, the end customer, the competitor offering the competitive
                pricing, the forecasted quantity of product subject to the competitive
                pricing, and the price requested. To estimate allowances for these
                price
                adjustment credits, we use statistical percentages of revenue, determined
                quarterly based upon recent historical claim trends.  We record these
                allowances as a reduction to revenue when the products are shipped.
                Approved allowances are tracked individually by distributor, part
                number
                and quantity.

            ·

              Scrap
                allowance:  Under this program, distributors can reduce their
                slow-moving or obsolete inventory and receive a credit from us for
                that
                inventory. To estimate allowances for scrap, we use a negotiated
                fixed
                percentage of purchases for each distributor. We record these allowances
                as a reduction to revenue when the products are shipped. For the
                most
                part, allowances occur on a quarterly
                basis.

            ·

              Price
                protection: Under this program, if we post a new standard published
                price
                for a TI product that is below the price paid by a distributor for
                the
                same product in distributor on-hand inventory, we may credit the
                distributor for the difference between those prices. The estimated
                allowance recorded for this program is determined by the identified
                product price difference rather than on a statistical
                basis.

      We
        believe we can reasonably and reliably estimate allowances for these programs
        in
        a timely manner because:

            ·

              Historical
                claims data are maintained for each of the programs, with differences
                among geographic regions taken into consideration.

            ·

              We
                continually monitor the actual claimed allowances against our estimates,
                and we adjust our estimate as appropriate to reflect trends in distributor
                revenue and inventory levels.  Allowances are also adjusted when
                recent historical data does not represent anticipated future
                activity.

            ·

              We
                have long-term relationships with our distributors, which provide
                a
                reasonable basis for our estimates (more than three-fourths of our
                distributor revenue comes from distributors with which we have had
                a
                relationship for more than five years).

      COMMENT
        2:
        We note
        that you may grant adjustments to your distributors in specific competitive
        situations that are applied to their accounts, but do not change the pricing
        to
        these distributors.

            ·

              Please
                tell us and revise your future filings to explain the nature of the
                adjustments made to your distributors’ accounts and how you account for
                these adjustments.

            ·

              Explain
                to us how these adjustments do not change your pricing to the
                distributors.

            ·

              Cite
                the accounting guidance relied upon and how you applied this guidance
                to
                your specific situation. Refer to SAB Topic 13 and EITF
                01-09.

      RESPONSE
        2: As
        noted
        in our response to comment 1 above, we sell our products to distributors
        at
        standard published prices. Distributors are required to pay for the products
        within our standard commercial terms, which are generally 30 days. At our
        discretion, we may make exceptions to the standard published rates in the
        form
        of price adjustment credits for distributor resales in certain circumstances.

      To
        qualify for the price adjustment credits, the distributor must provide details
        regarding the specific price competition they are facing, including the product,
        the end customer, the competitor offering the competitive pricing, the
        forecasted quantity of product subject to the competitive pricing, and the
        price
        requested.  These requests from the distributor must be made prior to
        shipment to the end customer.  Only after the product is shipped to the end
        customer may the distributor claim the price adjustment credits.  An
        approved price adjustment credit is valid for a fixed period, typically 90
        days.

      The
        price
        adjustment credits do not result in a change in the standard published
        price list under which the majority of products are sold to
        distributors.

      The
        price
        adjustment credits are accounted for as a reduction of
        revenue.

      To
        account for these price adjustment credits, we consider the guidance of Staff
        Accounting Bulletin (SAB) Topic 13A, which requires that the seller’s price to
        the buyer be fixed or determinable as a criterion for revenue recognition.
        Footnote 5 to SAB Topic 13A states that “paragraphs 26-33 of [Statement of
        Position (SOP)] SOP 97-2 [Software
        Revenue Recognition]
        discuss
        how to apply the ‘fixed or determinable’ fee criterion in software transactions.
        The [SEC] staff believes that the guidance in paragraphs 26 and 30-33 is
        appropriate for other sales transactions where authoritative guidance does
        not
        otherwise exist.”

      Paragraph
        30 of SOP 97-2 identifies factors that should be considered in evaluating
        the
        fixed or determinable fee criterion in connection with reseller (i.e.,
        distributor) arrangements. Some of the relevant considerations with respect
        to
        our distributor programs are:

            ·

              There
                have been no historical business practices, informal communications,
                competitive pressures, or payment patterns indicating that payment
                is
                substantially contingent on the distributors’ resale of the
                product.

            ·

              Our
                distributors are generally large global or regional companies that
                are not
                undercapitalized and sell products from a wide range of
                manufacturers.

            ·

              There
                is no general right of return. Distributors are compensated for damaged
                or
                obsolete products according to the scrap allowance program described
                above.

      We
        also
        consider the guidance of Emerging Issues Task Force (EITF) Issue No. 01-9,
        “Accounting
        for Consideration Given by a Vendor to a Customer (Including a Reseller of
        the
        Vendor's Products)”
        -
        particularly Issues 1, 4 and 6.  Price adjustment credits given to
        distributors (through the issuance of credit memos or credits on future
        purchases) are recorded as a reduction of our product revenue as of the date
        at
        which the related revenue is recognized.

      We
        have
        determined that we are able to make timely and reliable estimates of pricing
        allowances as demonstrated in our response to comment 1 above. Additionally,
        we
        believe we have appropriate internal controls and adequate books and records
        that will allow us to timely identify issues that may necessitate changes
        in
        estimates.  Therefore, we have concluded that  prices are fixed or
        determinable on the date the shipments are made and pricing allowances are
        recorded based on our ability to make timely and reliable estimates of the
        allowances to be processed under the distributor programs.

      We
        will
        revise this note as requested in future filings.

      Management’s
        Discussion and Analysis of Financial Condition, page 45

      -2005
        Compared with 2004 - Detail of Financial Results, page 48

      COMMENT
        3:
        We note
        that you present a 2005 effective tax rate excluding discrete tax items.
        In
        future filings, when presenting similar non-GAAP measures, please provide
        all
        the disclosures required by Item 10(c) of Regulation S-K and comply fully
        with
        the guidance provided in the Division of Corporation Finance Frequently Asked
        Questions Regarding the Use of Non-GAAP Financial Measures. Otherwise, revise
        future filings to only present an effective rate based on your GAAP results
        and
        discuss the special or discrete tax events reflected in that rate.

      RESPONSE
        3:
        We are
        cognizant of the requirements of Item 10(e) of Regulation S-K and intend
        to
        comply fully with the guidance provided in the Division of Corporation Finance
        Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures.
        However, in this case we respectfully disagree with the SEC staff’s
        interpretation of this presentation as a non-GAAP measure. We do concede
        that
        the language we used may have caused confusion.

      The
        language we used implied that the effective tax rate includes discrete items:
        “…excluding the effect of the discrete tax items, the effective tax rate for
        2005 was 25 percent." What was intended was a discussion of the effective
        tax
        rate, which, by definition, excludes the effect of discrete tax items. A
        better
        worded disclosure would have been, “The effective tax rate for 2005, which, by
        definition, does not include discrete tax items, was 25 percent,” or “The
        effective tax rate for 2005, which, by definition, does not include taxes
        related to significant unusual or extraordinary items, was 25
        percent.”

      Accounting
        Principles Board (APB) Opinion No. 28, “
        Interim Financial Reporting”
        (Para
        19), requires that companies calculate their interim period income taxes
        based
        on an estimate of the annual effective tax rate applied to “ordinary” income.
        Specifically, the guidance in paragraph 19 is to exclude from the estimated
        annual effective tax rate calculation taxes related to “significant unusual or
        extraordinary items that will be separately reported or reported net of their
        related tax effect.” FASB Interpretation 18, “Accounting
        for Income Taxes in Interim Periods - An Interpretation of APB Opinion No.
        28”
(Para
        16), reinforces this point by requiring those items that do not affect the
        estimated annual effective tax rate calculation be recognized in the interim
        period in which they occur. We believe that this guidance supports our position
        that taxes (or benefits) that do not relate to "ordinary income" in the current
        year generally should be accounted for discretely in the period in which
        they
        occur and be excluded from the effective tax rate calculation.

      Form
        10-Q for the Quarter Ended March 31, 2006

      Note
        1. Description of Business and Significant Accounting Policies and Practices,
        page 8

      COMMENT
        4:
        We note
        that you disclose that you recorded a charge of $5 million of in-process
        R&D
        expenses based on the results of a third-party appraisal. Please note that
        if in
        future periods you intend to incorporate your For

Mail Stop 6010

July 24, 2006

Mr. Kevin P. March
Chief Financial Officer
Texas Instruments, Inc.
12500 TI Boulevard
P.O. Box 660199
Dallas, Texas 75266

 Re: Texas Instruments, Inc.
Form 10-K for the Year Ended De cember 31, 2005 and related filings
Form 10-Q for the Quarter Ended March 31, 2006
File No.  001-03761

Dear Mr. March:

We have reviewed your filing and have the following comments.  We have limited our
review of your filing to those it ems we have addressed in our comments.  Where indicated, we
think you should revise your documents in future filings in response to these comments.  If you
disagree, we will consider your explanation as to why our comments are inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in your  explanation.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in thes e respects.  We welcome any questions you may
have about our comments or any other aspect of our review.  Feel free to  call us at the telephone
numbers listed at the end of this letter.

Texas Instruments, Inc.
Mr. Kevin P. March
July 24, 2006 Page 2
Form 10-K for the Year Ended December 31, 2005

Texas Instruments 2005 Annual Report

Note 1.  Description of Business and Significant Accounting Po licies and Procedures, page 11

-Revenue Recognition, page 12

1. Please revise this note in future filings to disclose the rights you grant to your distributors, such as the rights of return, the rights to price ad justments, etc.  Explain how
you are able to reliably estimate the expected ev ents in order to establish allowances and
recognize revenue upon deliver y to the distributor.

2. We note that you may grant adjustments to your distributors in specific competitive situations that are a pplied to their accounts, but do not  change the pricing to these
distributors.

• Please tell us and revise your future filings to explain the nature of the adjustments
made to your distributors’ accounts and how you account for these adjustments.
• Explain to us how these adjustments do not ch ange your pricing to the distributors.
• Cite the accounting guidance relied upon and how you applied this guidance to your
specific situation   Refer to SAB Topic 13 and EITF 01-09.

Management’s Discussion and Analys is of Financial Condition, page 45

-2005 Compared with 2004 - Detail  of Financial Results, page 48

3. We note that you present a 2005 effective tax rate excluding discrete tax items.  In future
filings, when presenting similar non-GAAP meas ures, please provide all the disclosures
required by Item 10(e) of Regul ation S-K and comply fully with the guidance provided in
the Division of Corporation Finance Frequently Asked Ques tions Regarding the Use of
Non-GAAP Financial Measures.  Otherwise, re vise future filings to only present an
effective rate based on your GAAP results and discuss the special or discrete tax events
reflected in that rate

Form 10-Q for the Quarter Ended March 31, 2006

Note 1.  Description of Business and Significant Accounting Po licies and Practices, page 8

4. We note that you disclose that you recorded  a charge of $5 million of in-process R&D
expenses based on the results of a third-party appraisal.  Please note that if in future
periods you intend to incorporate your Form  10-K by reference into a registration
statement, you will be required to identify the appraiser and include its consent pursuant
to Securities Act Rule 436.  Otherwise, you may revise the filing, as appropriate.

Texas Instruments, Inc.
Mr. Kevin P. March
July 24, 2006 Page 3
Note 2.  Discontinued Operations, page 8

5. We note that you entered into an agreement on January 9, 2006 to sell substantially all of
assets of the Sensors & Controls segment to an affiliate of Bain Capital, LLC for $3 billion in cash and that you reported the resu lts of operations of the former Sensors &
Controls business as discontinued operations within your statement of operations.  We further note from your Form 8-K filed on Janua ry 11, 2006 that you will enter into certain
cross-license agreements for technology and intellectual property with the acquirer
following the closing of this transaction for purposes of continuing the conduct of their
respective businesses.

• Please tell us and revise your future filing fi lings to describe your level of continuing
involvement in the on-going operations of th e Sensors & Controls business after the
completion of the transaction
• Please also discuss if you have or will elim inate the operations and cash flows of the
Sensors & Controls business from your ongoi ng operations.  Refer to the guidance in
paragraph 42 of SFAS 144.

As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response.  Please furnish a cover letter that keys your responses to our comment and provides any requested information.  Detailed cover letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.

  We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

 In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:

‚ the company is responsible for the adequacy and 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 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

Texas Instruments, Inc.
Mr. Kevin P. March
July 24, 2006 Page 4
You may contact Tara Harkins, Staff Accountant, at (202) 551-3639 or me at (202) 551-
3671 if you have questions regarding these comments.

       S i n c e r e l y ,

        M a r t i n  F .  J a m e s
        Senior Assistant Chief Accountant