• Natural events such as severe weather and earthquakes in the locations in which TI, its customers or its suppliers operate;
   
• Availability and cost of raw materials, utilities, manufacturing equipment, third-party manufacturing services and manufacturing technology;
   
• Changes 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;
   
• Losses or curtailments of purchases from key customers and the timing and amount of distributor and other customer inventory adjustments;
   
• Customer demand that differs from our forecasts;
   
• The financial impact of inadequate or excess TI inventory that results from demand that differs from projections;
   
• TI's ability to access its bank accounts and lines of credit or otherwise access the capital markets;
   
• Product liability or warranty claims, claims based on epidemic or delivery failure or recalls by TI customers for a product containing a TI part;
   
• TI’s ability to recruit and retain skilled personnel; and
   
• Timely implementation of new manufacturing technologies, installation of manufacturing equipment and the ability to obtain needed third-party foundry and assembly/test subcontract services.

For a more detailed discussion of these factors, see the text under the heading “Risk Factors” in Part II, Item 1A of the Company’s Form 10-Q for the third quarter of 2008. The forward-looking statements included in this report on Form 8-K are made only as of the date of this report, and the Company undertakes no obligation to update the forward-looking statements to reflect subsequent events or circumstances.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99

TI reports financial results for 4Q08 and 2008

Conference call on TI web site at 4:30 p.m. Central time today
www.ti.com/ir

     DALLAS (Jan. 26, 2009) – Texas Instruments Incorporated (TI) (NYSE: TXN) today announced fourth-quarter revenue of $2.49 billion, net income of $107 million and earnings per share (EPS) of $0.08.

     These financial results include restructuring charges of $0.13 per share. Without the charges, EPS would have been $0.21, considerably better than the company’s mid-quarter expectations. (See reconciliation table below.)

     TI also announced it is making reductions in employment because demand has continued to weaken with the slowing economy. Employment will be reduced 12 percent through 1800 layoffs and 1600 voluntary retirements and departures. Charges for these employment reductions will be about $300 million. Annualized savings from these reductions, plus those announced in October for the restructuring of the company’s Wireless business, will be about $700 million after all reductions are complete in the third quarter of 2009.

      “We are realigning our expenses with a global economy that continues to weaken,” said Rich Templeton, TI chairman, president and chief executive officer. “By reducing expenses now, we keep TI financially strong and able to invest for future growth.

     “Most of the reductions will come in our internal support functions and non-core product lines so that a greater percentage of the dollars we spend will go directly toward developing and supporting Analog and Embedded Processing products. We believe these are the areas that will drive TI’s future growth and allow us to achieve our financial objectives.

     “We are not counting on a near-term economic rebound for improvement. The actions we are taking to reduce expenses and inventory will position TI to deliver solid financial results, even in a period of prolonged economic weakness. When the economy strengthens, we’ll be pleased that we focused aggressively on our core product lines.”

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