TI reports financial results for 4Q12 and 2012

                TI reports financial results for 4Q12 and 2012

Conference call on TI website at 4:30 p.m. Central time today

www.ti.com/ir

PR Newswire

DALLAS, Jan. 22, 2013

DALLAS, Jan. 22, 2013 /PRNewswire/ --Texas Instruments Incorporated (TI)
(NASDAQ: TXN) today announced fourth-quarter revenue of $2.98 billion, net
income of $264 million and earnings per share of 23 cents. 

EPS includes 6 cents of charges associated with the company's 2011 acquisition
of National Semiconductor Corporation and restructuring that was included in
the company's outlook provided in December. EPS also includes 23 cents of
charges associated with the recently announced restructuring of the company's
Wireless business of which 21 cents was included in the company's outlook. In
addition, EPS includes 15 cents for a discrete tax benefit and associated
interest that was not included in the company's outlook. Excluding these
items, non-GAAP EPS rounds to 36 cents.

"We continue to operate in a weak demand environment," said Rich Templeton,
TI's chairman, president and CEO. "Our visibility into future demand remains
limited as our lead times are short and our customers are reluctant to commit
to extended backlog. On the positive side, we believe customers and
distributors are operating with lean inventory. Our own operations are
disciplined and performing well, with gross margin up despite increased
underutilization costs, and with operating expenses down from a year ago.

"Even in the current economy, our strategy is yielding high free cash flow and
strong returns to our shareholders. For the full year, free cash flow of
almost $3 billion grew 20 percent and was 23 percent of our revenue. We
returned 90 percent of this free cash flow to our shareholders through our
continued share repurchases and higher dividend payments. Our strong free
cash flow is the result of more of our revenue coming from Analog and Embedded
Processing, which offer solid growth and high margins and have low capital
needs. Our free cash flow will also benefit from our strategic purchases of
manufacturing capacity during the past few years. We have almost half of our
manufacturing capacity available to support future growth, which means we can
maintain our capital spending at very low levels in the years ahead, even as
our revenue grows."

4Q12 financial summary

Amounts are in millions of dollars, except per-share amounts.

                          4Q12       4Q11       Change  3Q12      Change
Revenue                   $ 2,979    $ 3,420   -13%    $ 3,390   -12%
Operating profit          $  139   $   365  -62%    $  840  -83%
Net income                $  264   $   298  -11%    $  784  -66%
Earnings per share        $   .23  $   .25 -8%     $   .67 -66%
Cash flow from operations $ 1,085    $   970  12%     $ 1,204   -10%
Capital expenditures      $   96  $   152  -37%    $  149  -36%
Free cash flow*           $  989   $   818  21%     $ 1,055   -6%

                                                             

* Non-GAAP; Cash flow from operations minus Capital expenditures.

Acquisition charges associated with TI's acquisition of National Semiconductor
in 2011 were $88 million in the fourth quarter, primarily amortization of
intangibles. Included in Restructuring charges/other are charges of $351
million associated with restructuring the Wireless business, including $90
million of non-tax deductible goodwill impairment, and $12 million associated
with the previously announced planned closure of several older factories.

Compared with a year ago, gross profit declined due to lower revenue and the
costs associated with lower levels of factory utilization.These were
partially offset by lower manufacturing costs and the non-recurrence of the
$103 million in cost of revenue in the year-ago quarterattributable primarily
to the fair value write-up of acquired inventory associated with the National
acquisition. Compared with the prior quarter, gross profit declined due to
lower revenue, including the non-recurrence of $60 million in business
interruption insurance proceeds associated with the 2011 earthquake in Japan.

Operating profit decreased from a year ago as the combination of higher
restructuring charges and lower gross profit more than offset lower
acquisition charges and operating expenses. Compared with the prior quarter,
operating profit declined primarily due to higher Restructuring charges/other,
including the Wireless restructuring charge and the non-recurrence of a $144
million benefit in the prior quarter associated with a change in a Japan
pension program, as well as lower gross profit.

Other income (expense) included $38 million of income for interest associated
with a discrete tax benefit. This tax benefit was $147 million and primarily
consists of additional U.S. tax benefits for manufacturing related to the
years 2000 through 2006.

4Q12 segment results

                                4Q12    4Q11      Change  3Q12      Change
Analog:
 Revenue                 $ 1,669    $ 1,695   -2%     $ 1,843   -9%
 Operating profit        $  419   $  414  1%      $  460  -9%
Embedded Processing:
 Revenue                  $  469   $  442  6%      $  520  -10%
 Operating profit         $   16  $   12 33%     $   63 -75%
Wireless:
 Revenue                  $  317   $  722  -56%    $  325  -2%
 Operating profit (loss)* $  (396)  $  112  n/a     $  (53) -647%
Other:
 Revenue                  $  524   $  561  -7%     $  702  -25%
 Operating profit (loss)* $  100   $  (173) n/a     $  370  -73%



* Includes Restructuring charges/other and/or Acquisition charges.

Analog: (includes High Volume Analog & Logic, Power Management, High
Performance Analog and Silicon Valley Analog)

  oCompared with the year-ago quarter, revenue decreased due to lower Silicon
    Valley Analog and High Performance Analog revenue. Power Management
    revenue increased while High Volume Analog & Logic was about even.
  oCompared with the prior quarter, revenue decreased across all product
    lines. 
  oOperating profit increased from the year-ago quarter as lower operating
    expenses more than offset lower gross profit. Operating profit declined
    from the prior quarter due to lower gross profit, which more than offset
    lower operating expenses. 

Embedded Processing: (includes digital signal processor and microcontroller
catalog products that are sold across a wide variety of markets as well as
application-specific products that are used in communications infrastructure
and automotive electronics)

  oCompared with the year-ago quarter, the increase in revenue was primarily
    due to higher revenue from products sold into communications
    infrastructure applications. Revenue from catalog products and products
    sold into automotive applications also increased.
  oCompared with the prior quarter, revenue declined across all product
    lines. 
  oOperating profit increased from a year ago primarily due to lower
    operating expenses, as well as higher gross profit. Operating profit
    decreased from the prior quarter due to lower gross profit.

Wireless: (includes OMAP™applications processors, connectivity products and
baseband products)

  oCompared with the year-ago quarter, revenue declined primarily due to
    lower baseband revenue. Revenue from OMAP applications processors and
    connectivity products also declined.
  oCompared with the prior quarter, revenue declined due to lower
    connectivity product revenue, which more than offset an increase in
    baseband revenue. Revenue from OMAP applications processors was even.
  oOperating profit in the year-ago quarter became an operating loss due to
    higher Restructuring charges/other and lower revenue. Compared with the
    prior quarter, the operating loss increased due to higher Restructuring
    charges/other.

Other: (includes DLP^® products, custom ASIC products, calculators and
royalties)

  oCompared with the year-ago quarter, revenue was down primarily due to the
    expiration of transitional supply agreements associated with previously
    acquired factories. Revenue from DLP products declined while revenue from
    custom ASIC products and royalties increased. Revenue from calculators
    was about even.
  oCompared with the prior quarter, revenue declined primarily due to the
    seasonal decline in calculators. Revenue from DLP products and custom
    ASIC products also declined, while royalties increased. The prior quarter
    also included proceeds that did not recur from business interruption
    insurance associated with the Japan earthquake. 
  oOperating profit increased from a year ago primarily due to lower total
    acquisition-related charges, as well as lower Restructuring
    charges/other. Operating profit decreased from the prior quarter
    primarily due to lower gross profit resulting from lower revenue,
    including lower business interruption insurance proceeds. In addition,
    the prior quarter included the $144 million benefit from a Japan pension
    program change.

Beginning with the first-quarter 2013 financial report, TI will transition its
segment reporting to align with the company's strategic focus and new
organizational structure. The Wireless segment will be eliminated, as the
company has announced that it is winding down investment in Wireless products
for the smartphone and consumer tablet markets. Financial results for these
products will be included in the Other segment for the remainder of their
lives. Financial results for Wireless products that address embedded
applications, a strategic focus for the company, will be reported in the
Embedded Processing segment.

4Q12 additional financial information

  oOrders were $2.72 billion, down 5 percent from the year-ago quarter and
    down 16 percent from the prior quarter.
  oInventory was $1.76 billion at the end of the quarter, down $31 million
    from a year ago and down $91 million from the prior quarter.
  oThe company used $600 million in the quarter to repurchase 20.6 million
    shares of its common stock and paid dividends of $235 million.
  oThe financial results for 4Q12 and 2012 are based on tax law in effect at
    the end of the reporting period and, therefore, do not include the impact
    of the retroactive reinstatement of the federal R&D tax credit, which was
    signed into law in January 2013.

Year 2012 financial summary

                                     
                                                  Change
                          2012        2011
Revenue                   $ 12,825    $ 13,735    -7%
Operating profit          $  1,973   $  2,992   -34%
Net income               $  1,759   $  2,236   -21%
Earnings per share        $   1.51  $   1.88  -20%
Cash flow from operations $  3,414   $  3,256   5%
Capital expenditures      $   495  $   816  -39%
Free cash flow*           $  2,919   $  2,440   20%



* Non-GAAP; Cash flow from operations minus Capital expenditures.

Results include total acquisition-related charges of $471 million in 2012,
including $21 million in cost of revenue, and $426 million in 2011, including
$111 million in cost of revenue. Results also include Restructuring
charges/other of $264 million in 2012 and $112 million in 2011.

TI's operating profit declined in 2012 primarily due to the combination of
lower gross profit and higher operating expenses. Gross profit declined as a
result of lower revenue. Operating expenses were higher as a result of the
acquisition of National Semiconductor.

Year 2012 segment results

                                                             
                                                       Change
                              2012         2011                Note
Analog:
 Revenue                 $  6,998    $  6,375   10%     (1)
 Operating profit        $  1,650    $  1,693   -3%
Embedded Processing:
 Revenue                 $  1,971    $  2,110   -7%     (2)
 Operating profit        $   166   $   368  -55%
Wireless:
 Revenue                 $  1,357    $  2,518   -46%    (3)
 Operating profit (loss) $   (525)  $   412  n/a
Other:
 Revenue                 $  2,499    $  2,732  -9%     (4)
 Operating profit        $   682   $    519 31%



(1) Analog revenue increased primarily due to the inclusion of Silicon
Valley Analog revenue, as well as growth in Power Management. High
Performance Analog revenue declined and High Volume Analog & Logic revenue was
about even. 

(2) Embedded Processing revenue declined primarily due to lower revenue from
products sold into communications infrastructure applications, as well as
lower revenue from catalog products. Revenue was higher from products sold
into automotive applications.

(3) Wireless revenue declined primarily due to the company's exit from
baseband products. Revenue from connectivity products and, to a lesser
extent, OMAP applications processors also declined.

(4) Other revenue declined primarily due to the expiration of transitional
supply agreements and lower revenue from DLP products. Revenue from
calculators and royalties also declined. Revenue from custom ASIC products
increased.

2012 additional financial information

  oThe company used $1.80 billion to repurchase 59.8 million shares of its
    common stock and paid dividends of $819 million.

Outlook

For the first quarter of 2013, TI expects:

  oRevenue: $2.69 – 2.91 billion
  oEarnings per share: $0.24 – 0.32

At the middle of this range, revenue is expected to be down $179 million
sequentially. About $135 million, or about 75 percent, of this decline is
expected to come from Wireless products for the smartphone and consumer tablet
marketsfrom which the company is exiting.

The first quarter's EPS will be negatively affected by about 6 cents from
acquisition and restructuring charges. EPS will include a discrete tax
benefit of 6 cents resulting from the reinstatement of the R&D tax credit that
was retroactive to the beginning of 2012.

TI will update its first-quarter outlook on March 7, 2013.

For the full year of 2013, TI expects approximately the following:

  oR&D expense: $1.6 billion
  oCapital expenditures: $0.5 billion
  oDepreciation: $0.9 billion
  oAnnual effective tax rate: 22%

The tax rate estimate is based on current law and includes the reinstatement
of the federal R&D tax credit for 2013.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Consolidated Statements of Income

(Millions of dollars, except share and per-share amounts)
                        For Three Months Ended           For Years Ended
                        Dec. 31,   Dec. 31,   Sept. 30,  Dec. 31,   Dec. 31,

                        2012      2011       2012       2012      2011
Revenue                 $        $        $        $         $ 
                        2,979      3,420      3,390      12,825     13,735
Cost of revenue         1,534      1,872      1,650      6,457      6,963
Gross profit            1,445      1,548      1,740      6,368      6,772
Research and            425        475        463        1,877      1,715
development (R&D)
Selling, general and    430        443        453        1,804      1,638
administrative (SG&A)
Acquisition charges     88         153        106        450        315
Restructuring           363        112        (122)      264        112
charges/other
Operating profit        139        365        840        1,973      2,992
Other income            39         5          24         47         5
(expense), net
Interest and debt       23         21         21         85         42
expense
Income before income    155        349        843        1,935      2,955
taxes
Provision (benefit)     (109)      51         59         176        719
for income taxes
Net income              $      $       $       $        $  
                        264        298       784       1,759      2,236
Earnings per common
share:
 Basic                 $      $      $      $       $   
                        .23       .26       .68       1.53       1.91
 Diluted               $      $      $      $       $   
                        .23       .25       .67       1.51       1.88
Average shares
outstanding
(millions):
 Basic                 1,113      1,138      1,130      1,132      1,151
 Diluted               1,124      1,155      1,141      1,146      1,171
Cash dividends          $      $      $      $      $    
declared per share of   .21       .17       .17       .72       .56
common stock
Percentage of revenue:
Gross profit            48.5%      45.3%      51.3%      49.6%      49.3%
R&D                     14.3%      13.9%      13.6%      14.6%      12.5%
SG&A                    14.4%      13.0%      13.4%      14.1%      11.9%
Operating profit        4.7%       10.7%      24.8%      15.4%      21.8%

As required by accounting rule ASC 260, net income allocated to unvested
restricted stock units (RSUs), on which we pay dividend equivalents, is
excluded from the calculation of EPS. The amount excluded is $4 million, $5
million and $14 million for the quarters ending December 31, 2012, December
31, 2011, and September 30, 2012, respectively; and $31 million and $34
million for years ending December 31, 2012, and December 31, 2011,
respectively.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Consolidated Balance Sheets

(Millions of dollars, except share amounts)
                                                 Dec. 31,   Dec. 31,  Sept.
                                                                      30,
                                                 2012       2011
                                                                      2012
Assets
Current assets:
 Cash and cash equivalents                      $  1,416  $      $ 
                                                            992       1,210
 Short-term investments                         2,549      1,943     2,451
 Accounts receivable, net of allowances of      1,230      1,545     1,623
($31), ($19) and ($23)
 Raw materials                                  116        115       124
 Work in process                                935        1,004     988
 Finished goods                                 706        669       736
 Inventories                                    1,757      1,788     1,848
 Deferred income taxes                          1,044      1,174     1,043
 Prepaid expenses and other current assets      277        386       409
 Total current assets                           8,273      7,828     8,584
Property, plant and equipment at cost            6,891      7,133     6,806
 Less accumulated depreciation                  (2,979)    (2,705)   (2,751)
 Property, plant and equipment, net             3,912      4,428     4,055
Long-term investments                            215        265       225
Goodwill                                         4,362      4,452     4,452
Acquisition-related intangibles, net             2,558      2,900     2,643
Deferred income taxes                            280        321       199
Capitalized software licenses, net               142        206       166
Overfunded retirement plans                      68         40        29
Other assets                                     254        57        161
Total assets                                     $ 20,064   $ 20,497  $ 20,514
Liabilities and Stockholders' Equity
Current liabilities:
 Commercial paper borrowings                    $      $      $   
                                                  --       999         --
 Current portion of long-term debt              1,500      382       1,500
 Accounts payable                               444        625       501
 Accrued compensation                           524        597       552
 Income taxes payable                           122        101       106
 Deferred income taxes                          2          --        --
 Accrued expenses and other liabilities         881        795       766
 Total current liabilities                      3,473      3,499     3,425
Long-term debt                                   4,186      4,211     4,190
Underfunded retirement plans                     269        701       350
Deferred income taxes                            572        607       596
Deferred credits and other liabilities           603        527       550
Total liabilities                                9,103      9,545     9,111
Stockholders' equity:
 Preferred stock, $25 par value. Authorized                      
– 10,000,000 shares.
 Participating cumulative preferred. None    --         --        --
issued
 Common stock, $1 par value. Authorized –                        
2,400,000,000 shares.
 Shares issued: Dec. 31, 2012 –                                 
1,740,815,939; Dec. 31, 2011 –
 1,740,630,391; Sept. 30, 2012 –              1,741      1,741     1,741
1,740,815,939
 Paid-in capital                               1,176      1,194     1,193
 Retained earnings                             27,205     26,278    27,179
 Less treasury common stock at
cost:                       

 Shares: Dec. 31, 2012 – 632,636,970; Dec.                      
31, 2011 –
                                                 (18,462)   (17,485)  (18,093)
 601,131,631; Sept. 30, 2012 – 620,012,959
 Accumulated other comprehensive income        (699)      (776)     (617)
(loss), net of taxes
 Total stockholders' equity                    10,961     10,952    11,403
Total liabilities and stockholders' equity       $ 20,064   $ 20,497  $ 20,514

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Millions of dollars)


                           For Three Months Ended         For Years Ended
                           Dec. 31,  Dec. 31,  Sept. 30,  Dec. 31,  Dec. 31,

                           2012      2011      2012      2012      2011
Cash flows from operating
activities:
 Net income               $      $      $       $        $  2,236
                           264       298       784        1,759
 Adjustments to net
income:
 Depreciation           232       247       241        957       904
  Amortization of
acquisition-related        85        86        86         342       111
intangibles
  Stock-based            64        66        66         263       269
compensation
 Gains on sales of      --        --        --         --        (5)
assets
 Deferred income taxes  (72)      (110)     119        65        (119)
  Gain on transfer of
Japan substitutional       --        --        (144)      (144)     --
pension
 Increase (decrease)
from changes in:
 Accounts receivable    381       236       18         311       112
 Inventories            91        203       37         5         (17)
 Prepaid expenses and   147       (18)      25         227       (29)
other current assets
 Accounts payable and   222       (68)      (9)        99        2
accrued expenses
 Accrued compensation   (41)      65        95         (82)      (77)
 Income taxes payable   (52)      4         (141)      (229)     (85)
Changes in funded
status of retirement       (257)     (63)      6          (198)     (7)
plans
Other                    21        24        21         39        (39)
Cash flows from operating  1,085     970       1,204      3,414     3,256
activities
Cash flows from investing
activities:
Additions to property,   (96)      (152)     (149)      (495)     (816)
plant and equipment
Proceeds from asset
sales and insurance        --        --        --         --        16
recovery
Purchases of short-term  (661)     (1,190)   (1,484)    (2,802)   (3,653)
investments
Proceeds from            559       301       173        2,198     3,555
short-term investments
Purchases of long-term   --        (2)       --         (1)       (6)
investments
 Proceeds from long-term  9         82        20         61        157
investments
Business acquisitions,   --        (35)      --         --        (5,425)
net of cash acquired
Cash flows from investing  (189)     (996)     (1,440)    (1,039)   (6,172)
activities
Cash flows from financing
activities:
 Proceeds from issuance   --        --        1,492      1,492     4,697
of debt
Repayment of debt and
commercial paper           --        (200)     (500)      (1,375)   (200)
borrowings
 Dividends paid           (235)     (193)     (194)      (819)     (644)
 Stock repurchases        (600)     (300)     (600)      (1,800)   (1,973)
 Proceeds from common     133       127       63         523       690
stock transactions
 Excess tax benefit from  12        3         3          38        31
share-based payments
 Other                    --        --        (10)       (10)      (12)
Cash flows from financing  (690)     (563)     254        (1,951)   2,589
activities
Net change in cash and     206       (589)     18         424       (327)
cash equivalents
Cash and cash
equivalents, beginning of  1,210     1,581     1,192      992       1,319
period
Cash and cash              $        $                 $        $   
equivalents, end of        1,416     992       $  1,210  1,416     992
period

Certain amounts in prior periods' financial statements have been reclassified
to conform to the current presentation.

Non-GAAP financial information

This earnings release includes two measures that were not prepared in
accordance with generally accepted accounting principles in the United States
(non-GAAP measures): diluted earnings per share excluding the effects of
certain costs, and free cash flow. These non-GAAP measures are supplemental
to the comparable GAAP measures.

Free cash flow was calculated as noted in the body of the release by
subtracting capital expenditures (Additions to property, plant and equipment)
from the GAAP-based Cash flows from operating activities. The components of
this calculation are included in the tables in the body of the release. We
provide this non-GAAP measure of free cash flow to give investors insight into
the company's liquidity, cash-generating capability and the amount of cash
available to return to investors.

Results for the fourth quarter of 2012 include charges for the 2011
acquisition of National Semiconductor and various restructuring actions, as
well as a discrete tax benefit. A non-GAAP measure of EPS excluding these
items provides investors insight into TI's underlying business results. The
table below reconciles this non-GAAP measure to results prepared in accordance
with GAAP.

TEXAS INSTRUMENTS INCORPORATED

(Millions of dollars, except per-share amounts)
                    For Three Months Ended

                    December 31, 2012
                                                              Discrete
                     TI as     Acquisition/    Wireless                 TI as
                                                              Tax
                     Reported  Restructuring  Restructuring  Benefit   Adjusted

                     (GAAP)    Charges *       Charges        and       (Non-GAAP)
                                                              Interest
Net income (GAAP     $      $         $        $      $   
basis)               264      --              --                --  264
Adjustments to net
income for
charges/(benefits):
 Taxable:
 Acquisition    --        88              --             --        88
charges
 Restructuring  --        12              261            --        273        #
charges
 Tax interest   --        --              --             (38)      (38)
(in OI&E)
 Total taxable  --        100             261            (38)      323
adjustments
 Total
taxable adjustments  --        65              170            (25)      210
tax-effected at
35%
 Non-taxable:
 Goodwill   --        --              90             --        90         #
impairment
 Discrete   --        --              --             (147)     (147)
tax benefit
Adjusted Net income  264       65              260            (172)     417
(non-GAAP)
 ASC 260 Net
income allocated to  (4)       (1)             (5)            3         (7)
unvested RSUs
 Adjusted Net
income less amount
allocated to         260       64              255            (169)     410

 unvested RSUs
(non-GAAP)
 Average
shares outstanding   1,124     1,124           1,124          1,124     1,124
(millions) -
Diluted
 Earnings per   $      $    .06     $    .23    $       $   
common share         .23                                      (.15)    .36

The reported EPS and the adjustments provided in the above chart will not sum
to the adjusted (non-GAAP) EPS due to rounding.

* Includes $88 million of Acquisition chargesas seen onthe Consolidated
Statements of Income and $12 million of Restructuring charges/other associated
with the previously announced planned closure of several older factories. This
$12 million is a subset of the Restructuring charges/other of $363 million on
the Consolidated Statements of Income.

# Restructuring charges of $273 million plus non-tax deductible goodwill
impairment of $90 million is shown as Restructuring charges/other of $363
million on the Consolidated Statements of Income.

Safe Harbor Statement

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995:

This release 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 its
management:

  oMarket demand for semiconductors, particularly in key markets such as
    communications, computing, industrial and consumer electronics;
  oTI's ability to maintain or improve profit margins, including its ability
    to utilize its manufacturing facilities at sufficient levels to cover its
    fixed operating costs, in an intensely competitive and cyclical industry;
  oTI's ability to develop, manufacture and market innovative products in a
    rapidly changing technological environment;
  oTI's ability to compete in products and prices in an intensely competitive
    industry;
  oTI's ability to maintain and enforce a strong intellectual property
    portfolio and obtain needed licenses from third parties;
  oExpiration of license agreements between TI and its patent licensees, and
    market conditions reducing royalty payments to TI;
  oEconomic, social and political conditions in the countries in which TI,
    its customers or its suppliers operate, including security risks, health
    conditions, possible disruptions in transportation, communications and
    information technology networks and fluctuations in foreign currency
    exchange rates;
  oNatural events such as severe weather and earthquakes in the locations in
    which TI, its customers or its suppliers operate;
  oAvailability and cost of raw materials, utilities, manufacturing
    equipment, third-party manufacturing services and manufacturing
    technology;
  oChanges in the tax rate applicable to TI as the result of changes in tax
    law, the jurisdictions in which profits are determined to be earned and
    taxed, the outcome of tax audits and the ability to realize deferred tax
    assets;
  oChanges in laws and regulations to which TI or its suppliers are or may
    become subject, such as those imposing fees or reporting or substitution
    costs relating to the discharge of emissions into the environment or the
    use of certain raw materials in our manufacturing processes;
  oLosses or curtailments of purchases from key customers and the timing and
    amount of distributor and other customer inventory adjustments;
  oCustomer demand that differs from our forecasts;
  oThe financial impact of inadequate or excess TI inventory that results
    from demand that differs from projections;
  oImpairments of our non-financial assets;
  oProduct liability or warranty claims, claims based on epidemic or delivery
    failure or recalls by TI customers for a product containing a TI part;
  oTI's ability to recruit and retain skilled personnel;
  oTimely implementation of new manufacturing technologies, installation of
    manufacturing equipment and the ability to obtain needed third-party
    foundry and assembly/test subcontract services;
  oTI's obligation to make principal and interest payments on its debt;
  oTI's ability to realize opportunities for growth from our acquisition of
    National Semiconductor;
  oRestructuring charges and associated cost savings that differ in amount or
    timing from our estimates; and
  oBreaches of our information technology systems.

For a more detailed discussion of these factors, see the Risk Factors
discussion in Item 1A of TI's Form 10-Q for the quarter ended March 31, 2012.
The forward-looking statements included in this release are made only as of
the date of this release, and TI undertakes no obligation to update the
forward-looking statements to reflect subsequent events or circumstances.

About Texas Instruments

Texas Instruments semiconductor innovations help 90,000 customers unlock the
possibilities of the world as it could be – smarter, safer, greener, healthier
and more fun. Our commitment to building a better future is ingrained in
everything we do – from the responsible manufacturing of our semiconductors,
to caring for our employees, to giving back inside our communities. This is
just the beginning of our story. Learn more at www.ti.com.

TI trademarks:
 OMAP
 DLP

Other trademarks are the property of their respective owners.

TXN-F

SOURCE Texas Instruments Incorporated

Website: http://www.ti.com
Contact: Media Contacts: Chris Rongone, +1-214-479-6868, c-rongone@ti.com, Kim
Morgan, +1-214-479-0707, kim-morgan@ti.com; Investor Relations Contacts: Ron
Slaymaker, +1-214-479-6388, rslaymaker@ti.com, Dave Pahl, +1-214-479-4629,
dpahl@ti.com, Brandon Hodge, +1-214-479-3515, brandonhodge@ti.com
 
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