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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
Rafael Lizardi
FirstName LastNameRafael Lizardi
Texas Instruments Inc.
Comapany
June 2, 2022NameTexas Instruments Inc.
June 2,
Page 2 2022 Page 2
FirstName LastName
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
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.
FirstName LastNameRafael Lizardi Sincerely,
Comapany NameTexas Instruments Inc.
Division of
Corporation Finance
June 2, 2022 Page 3 Office of
Manufacturing
FirstName LastName