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
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.
FirstName LastNameRafael Lizardi Sincerely,
Comapany NameTexas Instruments Inc.
Division of
Corporation Finance
July 18, 2022 Page 2 Office of
Manufacturing
FirstName LastName