Item 15. Exhibits, Financial Statement Schedules.

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Item 15. Exhibits, Financial Statement Schedules.

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The financial statements are listed in the index included in Item 8, “Financial Statements and Supplementary Data.”

Designation of ExhibitDescription of ExhibitIncorporated by ReferenceFiled or Furnished Herewith
FormFile NumberDate of FilingExhibit Number
3(a)Restated Certificate of Incorporation of the Registrant, dated April 18, 1985, as amended10-K001-3761February 24, 20153(a)
3(b)By-Laws of the Registrant8-K001-3761December 12, 20163
4(a)Indenture8-K001-3761May 23, 20114.2
4(b)Officer’s Certificate8-K001-3761May 23, 20114.3
4(c)Officer’s Certificate8-K001-3761May 8, 20134.2
4(d)Officer’s Certificate8-K001-3761March 12, 20144.2
4(e)Officer’s Certificate8-K001-3761May 6, 20154.1
4(f)Officer’s Certificate8-K001-3761May 6, 20164.1
4(g)Officer’s Certificate8-K001-3761May 4, 20174.1
4(h)Officer’s Certificate8-K001-3761November 3, 20174.1
4(i)The Registrant has omitted certain instruments defining the rights of holders of long-term debt of the Registrant and its subsidiaries pursuant to Regulation S-K, Item 601(b)(4)(iii)(A). The Registrant undertakes to furnish a copy of such instruments to the Securities and Exchange Commission upon request.
10(a)TI Deferred Compensation Plan, as amended*10-K001-3761February 24, 201610(a)
10(b)TI Employees Non-Qualified Pension Plan, effective January 1, 2009, as amended*10-K001-3761February 24, 201610(b)
10(c)TI Employees Non-Qualified Pension Plan II*10-K001-3761February 24, 201610(c)
10(d)Texas Instruments Long-Term Incentive Plan, adopted April 15, 1993*10-K001-3761February 24, 201210(c)
10(e)Texas Instruments 2000 Long-Term Incentive Plan as amended October 16, 2008*10-K001-3761February 24, 201510(e)
10(f)Texas Instruments 2003 Long-Term Incentive Plan as amended October 16, 200810-K001-3761February 24, 201510(f)
10(g)Texas Instruments Executive Officer Performance Plan as amended September 17, 2009*10-K001-3761February 24, 201510(g)
10(h)Texas Instruments Restricted Stock Unit Plan for Directors, as amended, dated April 16, 199810-K001-3761February 24, 201210(h)
10(i)Texas Instruments Directors Deferred Compensation Plan, as amended, dated April 16, 199810-K001-3761February 24, 201210(i)
10(j)Texas Instruments 2003 Director Compensation Plan as amended January 19, 201210-K001-3761February 24, 201510(j)
Designation of ExhibitDescription of ExhibitIncorporated by ReferenceFiled or Furnished Herewith
FormFile NumberDate of FilingExhibit Number
10(k)Form of Non-Qualified Stock Option Agreement for Executive Officers under the Texas Instruments 2009 Long-Term Incentive Plan*10-K001-3761February 23, 201710(k)
10(l)Form of Restricted Stock Unit Award Agreement for Executive Officers under the Texas Instruments 2009 Long-Term Incentive Plan*10-K001-3761February 23, 201710(l)
10(m)Texas Instruments 2009 Long-Term Incentive Plan as amended April 21, 2016*DEF 14A001-3761March 9, 2016Appendix B
10(n)Texas Instruments 2009 Director Compensation Plan as amended January 19, 201210-K001-3761February 23, 201710(n)
12Ratio of Earnings to Fixed ChargesX
21List of Subsidiaries of the RegistrantX
23Consent of Independent Registered Public Accounting FirmX
31(a)Rule 13a-14(a)/15(d)-14(a) Certification of Chief Executive OfficerX
31(b)Rule 13a-14(a)/15(d)-14(a) Certification of Chief Financial OfficerX
32(a)Section 1350 Certification of Chief Executive OfficerX
32(b)Section 1350 Certification of Chief Financial OfficerX
101.insInstance DocumentX
101.schXBRL Taxonomy SchemaX
101.calXBRL Taxonomy Calculation LinkbaseX
101.DefXBRL Taxonomy Definitions DocumentX
101.labXBRL Taxonomy Labels LinkbaseX
101.preXBRL Taxonomy Presentation LinkbaseX

*Management compensation plans and arrangements

Notice regarding forward-looking statements

This report includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as TI or its management “believes,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. Similarly, statements herein that describe TI’s business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements.

We urge you to carefully consider the following important factors that could cause actual results to differ materially from the expectations of TI or our management:

•Market demand for semiconductors, particularly in our end markets;
•Our ability to compete in products and prices in an intensely competitive industry;
•Customer demand that differs from forecasts and the financial impact of inadequate or excess company inventory that results from demand that differs from projections;
•Economic, social and political conditions in the countries in which we, our customers or our suppliers operate, including security risks; global trade policies; political and social instability; health conditions; possible disruptions in transportation, communications and information technology networks; and fluctuations in foreign currency exchange rates;
•Evolving cybersecurity threats to our information technology systems or those of our customers or suppliers;
•Natural events such as severe weather, geological events or health epidemics in the locations in which we, our customers or our suppliers operate;
•Our ability to develop, manufacture and market innovative products in a rapidly changing technological environment;
•Timely implementation of new manufacturing technologies and installation of manufacturing equipment, and the ability to obtain needed third-party foundry and assembly/test subcontract services;
•Availability and cost of raw materials, utilities, manufacturing equipment, third-party manufacturing services and manufacturing technology;
•Compliance with or changes in the complex laws, rules and regulations to which we are or may become subject, or actions of enforcement authorities, that restrict our ability to manufacture or ship our products or operate our business, or subject us to fines, penalties or other legal liability;
•Product liability or warranty claims, claims based on epidemic or delivery failure, or other claims relating to our products, manufacturing, services, design or communications, or recalls by our customers for a product containing one of our parts;
•Changes in tax law and accounting standards that can impact the tax rate applicable to us, the jurisdictions in which profits are determined to be earned and taxed, adverse resolution of tax audits, increases in tariff rates, and the ability to realize deferred tax assets;
•A loss suffered by one of our customers or distributors with respect to TI-consigned inventory;
•Financial difficulties of our distributors or their promotion of competing product lines to our detriment, or the loss of a significant number of distributors;
•Losses or curtailments of purchases from key customers or the timing and amount of distributor and other customer inventory adjustments;
•Our ability to maintain or improve profit margins, including our ability to utilize our manufacturing facilities at sufficient levels to cover our fixed operating costs, in an intensely competitive and cyclical industry and despite changes in the regulatory environment;
•Our ability to maintain and enforce a strong intellectual property portfolio and maintain freedom of operation in all jurisdictions where we conduct business; or our exposure to infringement claims;
•Instability in the global credit and financial markets that affects our ability to fund our daily operations, invest in the business, make strategic acquisitions, or make principal and interest payments on our debt;
•Increases in health care and pension benefit costs;
•Our ability to recruit and retain skilled engineering, management and technical personnel;
•Our ability to successfully integrate and realize opportunities for growth from acquisitions, or our ability to realize our expectations regarding the amount and timing of restructuring charges and associated cost savings; and
•Impairments of our non-financial assets.

For a more detailed discussion of these factors see the Risk Factors discussion in Item 1A of this report. The forward-looking statements included in this report are made only as of the date of this report, and we undertake no obligation to update the forward-looking statements to reflect subsequent events or circumstances.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

TEXAS INSTRUMENTS INCORPORATED
By:/s/ Rafael R. Lizardi
Rafael R. Lizardi Senior Vice President, Chief Financial Officer and Chief Accounting Officer

Date: February 22, 2018

Each person whose signature appears below constitutes and appoints each of Richard K. Templeton, Rafael R. Lizardi, and Cynthia Hoff Trochu, or any of them, each acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities in connection with the annual report on Form 10-K of Texas Instruments Incorporated for the year ended December 31, 2017, to sign any and all amendments to the Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated as of the 22nd day of February 2018.

SignatureTitle
/s/ Ralph W. Babb, Jr.
Ralph W. Babb, Jr.Director
/s/ Mark A. Blinn
Mark A. BlinnDirector
/s/ Todd M. Bluedorn
Todd M. BluedornDirector
/s/ Daniel A. Carp
Daniel A. CarpDirector
/s/ Janet F. Clark
Janet F. ClarkDirector
/s/ Carrie S. Cox
Carrie S. CoxDirector
/s/ Brian T. Crutcher
Brian T. CrutcherDirector, Executive Vice President and Chief Operating Officer
/s/ Jean M. Hobby
Jean M. HobbyDirector
/s/ Ronald Kirk
Ronald KirkDirector
/s/ Pamela H. Patsley
Pamela H. PatsleyDirector
/s/ Robert E. Sanchez
Robert E. SanchezDirector
/s/ Wayne R. Sanders
Wayne R. SandersDirector
/s/ Richard K. Templeton
Richard K. TempletonDirector, Chairman of the Board, President and Chief Executive Officer
/s/ Rafael R. Lizardi
Rafael R. LizardiSenior Vice President, Chief Financial Officer and Chief Accounting Officer

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