TXN 10-K Annual Report Dec. 31, 2023 | Alphaminr
TEXAS INSTRUMENTS INC

TXN 10-K Fiscal year ended Dec. 31, 2023

TEXAS INSTRUMENTS INC
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PROXIES
DEF 14A
Filed on March 12, 2024
DEF 14A
Filed on March 14, 2023
DEF 14A
Filed on March 15, 2022
DEF 14A
Filed on March 9, 2021
DEF 14A
Filed on March 10, 2020
DEF 14A
Filed on March 12, 2019
DEF 14A
Filed on March 13, 2018
DEF 14A
Filed on March 6, 2017
DEF 14A
Filed on March 9, 2016
DEF 14A
Filed on March 4, 2015
DEF 14A
Filed on March 4, 2014
DEF 14A
Filed on March 5, 2013
DEF 14A
Filed on March 6, 2012
DEF 14A
Filed on March 7, 2011
DEF 14A
Filed on March 4, 2010
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules

Exhibits

3(a) Restated Certificate of Incorporation of the Registrant, dated April 18, 1985, as amended 10-K 001-3761 February 24, 2015 3(a) 3(b) By-Laws of the Registrant 8-K 001-3761 January 26, 2022 3 4(a) Indenture 8-K 001-3761 May 23, 2011 4.2 4(b) Officers Certificate 8-K 001-3761 May 4, 2017 4.1 4(c) Officers Certificate 8-K 001-3761 November 3, 2017 4.1 4(d) Officers Certificate 8-K 001-3761 May 7, 2018 4.1 4(e) Officers Certificate 8-K 001-3761 June 8, 2018 4.1 4(f) Officers Certificate 8-K 001-3761 March 11, 2019 4.1 4(g) Officers Certificate 8-K 001-3761 September 4, 2019 4.1 4(h) Officers Certificate 8-K 001-3761 March 12, 2020 4.1 4(i) Officers Certificate 8-K 001-3761 May 4, 2020 4.1 4(j) Officers Certificate 8-K 001-3761 September 15, 2021 4.1 4(k) Officers Certificate 8-K 001-3761 August 16, 2022 4.1 4(l) Officers Certificate 8-K 001-3761 November 18, 2022 4.1 4(m) Officers Certificate 8-K 001-3761 March 14, 2023 4.1 4(n) Officers Certificate 8-K 001-3761 May 18, 2023 4.1 4(o) Description of Securities 10-K 001-3761 February 20, 2020 4(l) 10(a) TI Deferred Compensation Plan, as amended* 10-K 001-3761 February 24, 2016 10(a) 10(b) TI Employees Non-Qualified Pension Plan, effective January1,2009, as amended* 10-K 001-3761 February 24, 2016 10(b) 10(c) TI Employees Non-Qualified Pension Plan II* 10-K 001-3761 February 24, 2016 10(c) 10(d) Texas Instruments Long-Term Incentive Plan, adopted April15,1993* 10-K 001-3761 February 24, 2012 10(c) 10(e) Texas Instruments 2003 Director Compensation Plan as amended January 19, 2012 10-K 001-3761 February 24, 2015 10(j) 10(f) Form of Non-Qualified Stock Option Agreement for Executive Officers under the Texas Instruments 2009 Long-Term Incentive Plan* 10-K 001-3761 February 23, 2017 10(k) 10(g) Form of Restricted Stock Unit Award Agreement for Executive Officers under the Texas Instruments 2009 Long-Term Incentive Plan* 10-K 001-3761 February 23, 2017 10(l) 10(h) Texas Instruments 2009 Long-Term Incentive Plan as amended April 21, 2016* DEF 14A 001-3761 March 9, 2016 Appendix B 10(i) Texas Instruments 2009 Director Compensation Plan as amended January 19, 2012 10-K 001-3761 February 23, 2017 10(n) 10(j) Texas Instruments 2018 Director Compensation Plan as amended December 5, 2019 10-K 001-3761 February 20, 2020 10(k) 10(k) Form of Non-Qualified Stock Option Award Agreement forExecutiveOfficerseffective as of January 18, 2024* 10(l) Form of Restricted Stock Unit Award Agreement forExecutiveOfficerseffective as of January18, 2024* 21 List of Subsidiaries of the Registrant 23 Consent of Independent Registered Public Accounting Firm 31(a) Rule 13a-14(a)/15(d)-14(a) Certification of Chief Executive Officer 31(b) Rule 13a-14(a)/15(d)-14(a) Certification of Chief Financial Officer 32(a) Section 1350 Certification of Chief Executive Officer 32(b) Section 1350 Certification of Chief Financial Officer 97 Texas Instruments Incorporated Recoupment Policy