SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1995
Commission File Number 1-3761
TEXAS INSTRUMENTS INCORPORATED
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 75-0289970
------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
13500 North Central Expressway, P.O. Box 655474, Dallas, Texas, 75265-5474
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 214-995-3773
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ----------------------------- ------------------------
Common Stock, par value $1.00 New York Stock Exchange
London Stock Exchange
Tokyo Stock Exchange
The Stock Exchanges of
Zurich, Basle and
Geneva
Preferred Stock Purchase Rights New York Stock Exchange
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (
The aggregate market value of voting stock held by non-affiliates of the
Registrant was approximately $8,662,000,000 as of January 31, 1996.
189,423,197
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(Number of shares of common stock outstanding as of January 31, 1996)
Parts I, II and IV hereof incorporate information by reference to the
Registrant's 1995 annual report to stockholders. Part III hereof incorporates
information by reference to the Registrant's proxy statement for the 1996
annual meeting of stockholders.
PART I
ITEM 1. Business.
General
- -------
Texas Instruments Incorporated (hereinafter the "Registrant,"
including subsidiaries except where the context indicates otherwise) is
engaged in the development, manufacture, and sale of a variety of products in
the electrical and electronics industry for industrial, government, and
consumer markets. These products consist of components, defense systems and
electronics, and digital products. The Registrant also produces metallurgical
materials. In addition, the Registrant's patent portfolio has been
established as an ongoing contributor to the Registrant's revenues. The
Registrant's business is based principally on its broad semiconductor
technology and application of this technology to selected electronic end-
equipment markets. The Registrant from time to time considers acquisitions
and divestitures which may alter its business mix. The Registrant may effect
one or more such transactions at such time or times as the Registrant
determines to be appropriate.
The information with respect to net revenues, profit and
identifiable assets of the Registrant's industry segments and operations
outside the United States, which is contained in the note to the financial
statements captioned "Industry Segment and Geographic Area Operations" on
pages 35-37 of the Registrant's 1995 annual report to stockholders, is
incorporated herein by reference to such annual report.
Components
- ----------
Components consist of semiconductor integrated circuits (such as
digital signal processors, mixed signal and analog circuits, microprocessors/
microcontrollers, applications processors, memories, and digital circuits),
semiconductor discrete devices, semiconductor subassemblies (such as custom
modules for specific applications), and electrical and electronic control
devices (such as motor protectors, starting relays, circuit breakers,
thermostats, sensors, and radio-frequency identification systems).
These components are used in a broad range of products for
industrial end-use (such as computers and peripheral equipment,
telecommunications, instrumentation, and industrial motor controls and
automation equipment), consumer end-use (such as televisions, cameras,
automobiles, home appliances, and residential air conditioning and heating
systems), and government end-use (such as defense and space equipment). The
Registrant sells these components primarily to original equipment
manufacturers principally through its own marketing organizations and to a
lesser extent through distributors.
Defense Systems and Electronics
- -------------------------------
Defense systems and electronics consist of radar systems, navigation
systems, infrared surveillance and fire control systems, defense suppression
missiles, other weapon systems (including antitank and interdiction weapons),
missile guidance and control systems, electronic warfare systems, and other
defense electronic equipment. Sales are made to the U.S. government (either
directly or through prime contractors) and to international customers approved
by the U.S. government.
2
Digital Products
- ----------------
Digital products include software productivity tools, mobile
computing products, printers, and electronic calculators. Subsequent to year-
end 1995, the Registrant reached an agreement to sell substantially all of the
Registrant's custom manufacturing services business.
Digital products are used in a broad range of enterprise-wide, work
group and personal information-based applications. The Registrant markets
these products through various channels, including system suppliers, business
equipment dealers, distributors, retailers, and direct sales to end-users and
original equipment manufacturers.
Metallurgical Materials
- -----------------------
Metallurgical materials include clad metals, precision-engineered
parts and electronic connectors for use in a variety of applications such as
appliances, automobiles, electronic components, and industrial and
telecommunications equipment. These metallurgical materials are primarily
sold directly to original equipment manufacturers.
Competition
- -----------
The Registrant is engaged in highly competitive businesses. Its
competitors include several of the largest companies in the United States,
Asia, and elsewhere abroad as well as many small, specialized companies.
The Registrant is a significant competitor in each of its principal
businesses. Generally, the Registrant's businesses are characterized by
rapidly changing technology which has, throughout the Registrant's history,
intensified the competitive factors, primarily performance and price.
Government Sales
- ----------------
Net revenues directly from federal government agencies in the United
States, principally related to the defense systems and electronics segment,
accounted for approximately 8% of the Registrant's net revenues in 1995.
Contracts for government sales generally contain provisions for
cancellation at the convenience of the government. In addition, companies
engaged in supplying military equipment to the government are dependent on
congressional appropriations and administrative allotment of funds, and may be
affected by changes in government policies resulting from various military and
political developments. See "ITEM 3. Legal Proceedings."
Backlog
- -------
The dollar amount of backlog of orders believed by the Registrant to
be firm was $4528 million as of December 31, 1995 and $3913 million as of
December 31, 1994. Approximately 18% of the 1995 backlog (involving defense
systems and electronics) is not expected to be filled within the current year.
The backlog is significant in the business of the Registrant only as an
indication of future revenues which may be entered on the books of account of
the Registrant.
3
Raw Materials
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The Registrant purchases materials, parts and supplies from a number
of suppliers. The Registrant's silicon materials operation became part of a
joint venture with MEMC Electronic Materials, Inc., in May 1995. The
Registrant retains a minority ownership interest in the joint venture. The
materials, parts and supplies essential to the Registrant's business are
generally available at present and the Registrant believes at this time that
such materials, parts and supplies will be available in the foreseeable
future, although the Registrant has experienced some extended lead times on
certain raw materials, particularly for silicon wafers, because of the rapid
industry growth over the past three years.
Patents and Trademarks
- ----------------------
The Registrant owns many patents in the United States and other
countries in fields relating to its business. The Registrant has developed a
strong, broad-based patent portfolio. The Registrant also has several
agreements with other companies involving license rights and anticipates that
other licenses may be negotiated in the future. The Registrant does not
consider its business materially dependent upon any one patent or patent
license, although taken as a whole, the rights of the Registrant and the
products made and sold under patents and patent licenses are important to the
Registrant's business. As noted above, the Registrant's patent portfolio has
been established as an ongoing contributor to the revenues of the Registrant.
See "ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "ITEM 3. Legal Proceedings."
The Registrant owns trademarks that are used in the conduct of its
business. These trademarks are valuable assets, the most important of which
are "Texas Instruments" and the Registrant's corporate monogram.
Research and Development
- ------------------------
The Registrant's research and development expense was $927 million
in 1995 compared with $689 million in 1994 and $590 million in 1993.
Seasonality
- -----------
The Registrant's revenues are subject to some seasonal variation.
Employees
- ---------
The information concerning the number of persons employed by the
Registrant at December 31, 1995 on page 21 of the Registrant's 1995 annual
report to stockholders is incorporated herein by reference to such annual
report.
4
ITEM 2. Properties.
The Registrant's principal offices are located at 13500 North
Central Expressway, Dallas, Texas. The Registrant owns and leases plants in
the United States and 16 other countries for manufacturing and related
purposes. The following table indicates the general location of the principal
plants of the Registrant and the industry segments which make major use of
them. Except as otherwise indicated, the principal plants are owned by the
Registrant.
<TABLE>
<CAPTION>
Defense
Systems and Digital Metallurgical
Components Electronics Products Materials
---------- ----------- -------- -------------
<S> <C> <C> <C> <C>
Dallas, Texas X X X
Austin, Texas X X
Houston, Texas X
Lewisville, Texas X
Lubbock, Texas X
McKinney, Texas X
Plano, Texas<F1>(1) X X
Sherman, Texas<F1>(1) X X
Temple, Texas X
Attleboro, X X
Massachusetts
Almelo, Netherlands X
Freising, Germany X
Avezzano, Italy<F2>(2) X
Baguio, X
Philippines<F3>(3)
Hiji, Japan X
Kuala Lumpur, X
Malaysia<F1>(1)
Miho, Japan X
Singapore<F3>(3) X
Taipei, Taiwan X
____________________
<FN>
<F1>(1)Leased or primarily leased.
<F2>(2)Owned, subject to mortgage.
<F3>(3)Owned on leased land.
</TABLE>
The Registrant's facilities in the United States contained
approximately 18,300,000 square feet as of December 31, 1995, of which
approximately 4,300,000 square feet were leased. The Registrant's facilities
outside the United States contained approximately 7,000,000 square feet as of
December 31, 1995, of which approximately 1,800,000 square feet were leased.
The Registrant believes that its existing properties are in good
condition and suitable for the manufacture of its products. At the end of
1995, the Registrant utilized substantially all of the space in its
facilities.
Leases covering the Registrant's leased facilities expire at varying
dates generally within the next 10 years. The Registrant anticipates no
difficulty in either retaining occupancy through lease renewals, month-to-
month occupancy or purchases of leased facilities, or replacing the leased
facilities with equivalent facilities.
5
ITEM 3. Legal Proceedings.
On January 1, 1996, the Registrant filed a lawsuit in Federal
District Court for the Eastern District of Texas against Samsung Electronics
Co., Ltd. of Korea, and its two U.S. subsidiaries ("Samsung"), seeking
injunctive relief, alleging that Samsung is in violation of several of the
Registrant's patents relating to the manufacture of semiconductor devices,
including DRAMs. Also on that date, Samsung brought a lawsuit in Federal
District Court for the Northern District of Texas seeking injunctive relief
against the Registrant, alleging that the Registrant is infringing several of
Samsung's patents, and seeking a declaratory judgment that certain of the
Registrant's patents are either invalid, not infringed or unenforceable
against Samsung and that certain of the Registrant's intellectual property
licensing practices are unfair.
Separately, on January 16, 1996, the Registrant filed a complaint with the
International Trade Commission (the "ITC") under Section 337 of the Tariff Act
of 1930, as amended (the "Tariff Act"), charging that Samsung's importation
and sale in the U.S. of electronic products that are produced using processes
covered by the Registrant's patents is an unfair act. The complaint seeks a
permanent exclusion order preventing Samsung from importing and selling
products that infringe the Registrant's patents in the U.S. On February 12,
1996, Samsung filed a complaint with the ITC under Section 337 of the Tariff
Act charging that the Registrant's importation and sale in the U.S. of certain
semiconductor products, including DRAMs that include structures covered by
Samsung's patents and that are produced using processes covered by Samsung's
patents, is an unfair act. Samsung's complaint seeks a permanent exclusion
order preventing the Registrant from importing and selling semiconductor
products in the U.S. See "ITEM 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations."
On July 19, 1991, the Registrant filed a lawsuit in Tokyo District
Court against Fujitsu Limited ("Fujitsu") seeking injunctive relief, alleging
that Fujitsu's manufacture and sale of certain DRAMs infringe the Registrant's
Japanese patent on the invention of the integrated circuit (the "Kilby"
patent). Concurrently, Fujitsu brought a lawsuit in the same court against
the Registrant, seeking a declaration that Fujitsu is not infringing the Kilby
patent. On August 31, 1994, the district court ruled that Fujitsu's
production of 1-megabit and 4-megabit DRAMs and 32K EPROMs does not infringe
the Kilby patent. The Registrant has appealed the court's decision to the
Tokyo High Court.
The Registrant is included among a number of U.S. defense
contractors which are currently the subject of U.S. government investigations
regarding alleged procurement irregularities. The Registrant is unable to
predict the outcome of the investigations at this time or to estimate the
kinds or amounts of claims or other actions that could be instituted against
the Registrant. Under present government procurement regulations, such
investigations could lead to a government contractor's being suspended or
debarred from eligibility for awards of new government contracts for an
initial period of up to three years. In the current environment, even matters
that seem limited to disputes about contract interpretation can result in
criminal prosecution. While criminal charges against contractors have
resulted from such investigations, the Registrant does not believe such
charges would be appropriate in its case and has not, at any time, lost its
eligibility to enter into government contracts or subcontracts under these
regulations.
The Registrant is involved in various investigations and proceedings
conducted by the federal Environmental Protection Agency and certain state
6
environmental agencies regarding disposal of waste materials. Although the
factual situations and the progress of each of these matters differ, the
Registrant believes that the amount of its liability will not have a material
adverse effect upon its financial position or results of operations and, in
most cases, the Registrant's liability will be limited to sharing clean-up or
other remedial costs with other potentially responsible parties.
ITEM 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Executive Officers of the Registrant
The following is an alphabetical list of the names and ages of the
executive officers of the Registrant and the positions or offices with the
Registrant presently held by each person named:
Name Age Position
Richard J. Agnich 52 Senior Vice President, Secretary
and General Counsel
William A. Aylesworth 53 Senior Vice President, Treasurer
and Chief Financial Officer
Gary D. Clubb 49 Executive Vice President (President,
Defense Systems & Electronics
Group)
Thomas J. Engibous 43 Executive Vice President (President,
Semiconductor Group)
William F. Hayes 52 Executive Vice President
Jerry R. Junkins 58 Director; Chairman of the Board,
President and Chief Executive
Officer
Marvin M. Lane, Jr. 61 Vice President and Corporate
Controller
David D. Martin 56 Executive Vice President
William B. Mitchell 60 Director; Vice Chairman
Charles F. Nielson 58 Vice President
Elwin L. Skiles, Jr. 54 Vice President
William P. Weber 55 Director; Vice Chairman
The term of office of each of the above listed officers is from the
date of his election until his successor shall have been elected and qualified
and the most recent date of election of each of them was April 201, 19954.
Messrs. Agnich, Aylesworth, Junkins, Lane, Martin, Mitchell, Nielson, and
Weber have served as officers of the Registrant for more than five years.
Messrs. Clubb, Engibous, Hayes, Nielson and Skiles have served as officers of
the Registrant since 1993, 1993, 1991, 1990 and 1992, respectively; and they
and Messrs. Brookes, Clubb and Engibous have been employees of the Registrant
for more than five years.
7
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
The information which is contained in the note to the financial
statements captioned "Common Stock Prices and Dividends" on page 38 of the
Registrant's 1995 annual report to stockholders, and the information
concerning the number of stockholders of record at December 31, 1995 on
page 21 of such annual report, are incorporated herein by reference to such
annual report.
ITEM 6. Selected Financial Data.
The "Summary of Selected Financial Data" for the years 1991 through
1995 which appears on page 21 of the Registrant's 1995 annual report to
stockholders is incorporated herein by reference to such annual report.
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The Letter to the Stockholders on pages 3-7 of the Registrant's 1995
annual report to stockholders and the information contained under the caption
"Management Discussion and Analysis of Financial Condition and Results of
Operations" on pages 22-25 of such annual report are incorporated herein by
reference to such annual report.
ITEM 8. Financial Statements and Supplementary Data.
The consolidated financial statements of the Registrant at
December 31, 1995 and 1994 and for each of the three years in the period ended
December 31, 1995 and the report thereon of the independent auditors, on pages
26-39 of the Registrant's 1995 annual report to stockholders, are incorporated
herein by reference to such annual report.
The "Quarterly Financial Data" on page 39 of the Registrant's 1995
annual report to stockholders is also incorporated herein by reference to such
annual report.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not applicable.
8
PART III
ITEM 10. Directors and Executive Officers of the Registrant.
The information with respect to directors' names, ages, positions,
term of office and periods of service, which is contained under the caption
"Nominees for Directorship" in the Registrant's proxy statement for the 1996
annual meeting of stockholders, and the information contained in the first two
second paragraphs under the caption "Other Matters" in such proxy statement,
are incorporated herein by reference to such proxy statement.
Information concerning executive officers is set forth in Part I
hereof under the caption "Executive Officers of the Registrant."
ITEM 11. Executive Compensation.
The information which is contained under the captions "Directors
Compensation" and "Executive Compensation" in the Registrant's proxy statement
for the 1996 annual meeting of stockholders is incorporated herein by
reference to such proxy statement.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management.
The information concerning (a) the only persons that have reported
beneficial ownership of more than 5% of the common stock of the Registrant,
and (b) the ownership of the Registrant's common stock by the Chief Executive
Officer and the four other most highly compensated executive officers, and all
executive officers and directors as a group, which is contained under the
caption "Voting Securities" in the Registrant's proxy statement for the 1996
annual meeting of stockholders, is incorporated herein by reference to such
proxy statement. The information concerning ownership of the Registrant's
common stock by each of the directors, which is contained under the caption
"Nominees for Directorship" in such proxy statement, is also incorporated
herein by reference to such proxy statement.
The aggregate market value of voting stock held by non-affiliates of
the Registrant shown on the cover page hereof excludes the shares held by the
Registrant's directors, some of whom disclaim affiliate status, executive vice
presidents and senior vice presidents. These holdings were considered to
include shares credited to certain individuals' profit sharing accounts.
ITEM 13. Certain Relationships and Related Transactions.
Not applicable.
9
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) 1 and 2. Financial Statements and Financial Statement
Schedules:
The financial statements and financial statement schedules are
listed in the index on page 15 hereof.
3. Exhibits:
<TABLE>
<CAPTION>
Designation of
Exhibit in
this Report Description of Exhibit
-------------- -------------------------------------------------
<S> <C>
3(a) Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit
3(a) to the Registrant's Annual Report on Form
10-K for the year 1993).
3(b) Certificate of Amendment to Restated Certificate
of Incorporation of the Registrant (incorporated
by reference to Exhibit 3(b) to the Registrant's
Annual Report on Form 10-K for the year 1993).
3(c) Certificate of Amendment to Restated Certificate
of Incorporation of the Registrant (incorporated
by reference to Exhibit 3(c) to the Registrant's
Annual Report on Form 10-K for the year 1993).
3(d) Certificate of Designations relating to the
Registrant's Participating Cumulative Preferred
Stock (incorporated by reference to Exhibit 3(d)
to the Registrant's Annual Report on Form 10-K
for the year 1993).
3(e) Certificate of Ownership Merging Texas
Instruments Automation Controls, Inc. into the
Registrant (incorporated by reference to Exhibit
3(e) to the Registrant's Annual Report on Form
10-K for the year 1993).
3(f) Certificate of Elimination of Designations of
Preferred Stock of the Registrant (incorporated
by reference to Exhibit 3(f) to the Registrant's
Annual Report on Form 10-K for the year 1993).
3(g) By-Laws of the Registrant (incorporated by
reference to Exhibit 3 to the Registrant's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1993).
10
4(a)(i) Rights Agreement dated as of June 17, 1988
between the Registrant and First Chicago Trust
Company of New York, formerly Morgan Shareholder
Services Trust Company, as Rights Agent, which
includes as Exhibit B the form of Rights
Certificate (incorporated by reference to Exhibit
4(a)(i) to the Registrant's Annual Report on Form
10-K for the year 1993).
4(a)(ii) Assignment and Assumption Agreement dated as of
September 24, 1992 among the Registrant, First
Chicago Trust Company of New York, formerly
Morgan Shareholder Services Trust Company, and
Harris Trust and Savings Bank (incorporated by
reference to Exhibit 4(a)(i) to the Registrant's
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1992).
4(b) The Registrant agrees to provide the Commission,
upon request, copies of instruments defining the
rights of holders of long-term debt of the
Registrant and its subsidiaries.
10(a) Texas Instruments Annual Incentive Plan as
amended November 30, 1995.<F1>*
10(b)(i) TI Deferred Compensation Plan (incorporated by
reference to Exhibit 10(a)(ii) to the
Registrant's Annual Report on Form 10-K for the
year 1994).<F1>*
10(b)(ii) Amendment No. 1 to TI Deferred Compensation Plan
(incorporated by reference to Exhibit 10(a)(iii)
to the Registrant's Annual Report on Form 10-K
for the year 1994).<F1>*
10(c) Texas Instruments Long-Term Incentive Plan
(incorporated by reference to Exhibit 10(a)(ii)
to the Registrant's Annual Report on Form 10-K
for the year 1993).<F1>*
10(d) Texas Instruments Restricted Stock Unit Plan for
Directors (incorporated by reference to
Exhibit 10(c) to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended
June 30, 1996).
10(e) Statement of Policy of Registrant's Board of
Directors on Top Officer and Board Member
Retirement Practices (incorporated by reference
to Exhibit 10(b)(vi) to the Registrant's Annual
Report on Form 10-K for the year 1993).<F1>*
11 Computation of earnings per common and common
equivalent share.
12 Computation of Ratio of Earnings to Fixed Charges
and Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividends.
11
13 Registrant's 1995 Annual Report to Stockholders.
(With the exception of the items listed in the
index to financial statements and financial
statement schedules herein, and the items
referred to in ITEMS 1, 5, 6, 7 and 8 hereof, the
1995 Annual Report to Stockholders is not to be
deemed filed as part of this report.)
21 List of subsidiaries of the Registrant.
23 Consent of Ernst & Young LLP.
24 Powers of Attorney.
27 Financial Data Schedule.
________________
<FN>
<F1>*Executive Compensation Plans and Arrangements:
Texas Instruments Annual Incentive Plan as amended November 30,
1995.
TI Deferred Compensation Plan (incorporated by reference to Exhibit
10(a)(ii) to the Registrant's Annual Report on Form 10-K for the
year 1994).
Amendment No. 1 to TI Deferred Compensation Plan (incorporated by
reference to Exhibit 10(a)(iii) to Registrant's Annual Report on
Form 10-K for the year 1994).
Texas Instruments Long-Term Incentive Plan (incorporated by
reference to Exhibit 10(a)(ii) to the Registrant's Annual Report on
Form 10-K for the year 1993).
Statement of Policy of Registrant's Board of Directors on Top
Officer and Board Member Retirement Practices (incorporated by
reference to Exhibit 10(b)(vi) to the Registrant's Annual Report on
Form 10-K for the year 1993).
</TABLE>
(b) Reports on Form 8-K:
None
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995:
With the exception of historical information, the matters discussed
or incorporated by reference in this Report on Form 10-K are forward-looking
statements that involve risks and uncertainties including, but not limited to,
economic conditions, product demand and industry capacity, competitive
products and pricing, manufacturing efficiencies, new product development,
ability to enforce patents, availability of raw materials and critical
manufacturing equipment, new plant startups, the regulatory and trade
environment, and other risks indicated in filings with the Securities and
Exchange Commission.
12
SIGNATURE
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:___________________________
Jerry R. Junkins
Chairman of the Board,
President and
Chief Executive Officer
Date: February __, 1996
13
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 on the ______ day of February,
1996.
Signature Title
____________________________________ Director
James R. Adams
____________________________________ Director
David L. Boren
____________________________________ Director
James B. Busey IV
____________________________________ Director
Gerald W. Fronterhouse
____________________________________ Director
David R. Goode
____________________________________ Chairman of the Board; President;
Jerry R. Junkins Chief Executive Officer; Director
____________________________________ Director
William S. Lee
____________________________________ Vice Chairman; Director
William B. Mitchell
____________________________________ Director
Gloria M. Shatto
____________________________________ Vice Chairman; Director
William P. Weber
____________________________________ Director
Clayton K. Yeutter
____________________________________ Senior Vice President; Treasurer;
William A. Aylesworth Chief Financial Officer
____________________________________ Vice President; Corporate
Marvin M. Lane, Jr. Controller
*By:________________________________
William A. Aylesworth
Attorney-in-fact
14
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
(Item 14(a))
<TABLE>
<CAPTION>
Page Reference
--------------
Annual
Report to
Form 10-K Stockholders
--------- ------------
Information incorporated by reference
to the Registrant's 1995 Annual Report
to Stockholders:
<S> <C> <C>
Consolidated Financial Statements:
Income for each of the three 26
years in the period ended
December 31, 1995
Balance sheet at December 31, 27
1995 and 1994
Cash flows for each of the 28
three years in the period
ended December 31, 1995
Stockholders' equity for each of 29
the three years in the period
ended December 31, 1995
Notes to financial statements 30-39
Report of Independent Auditors 39
Consolidated Schedule for each of the three
years in the period ended December 31, 1995:
II. Allowance for losses 16
</TABLE>
All other schedules have been omitted since the required information is
not present or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the consolidated
financial statements or the notes thereto.
15
Schedule II
-----------
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
ALLOWANCE FOR LOSSES
(In Millions of Dollars)
Years Ended December 31, 1995, 1994, and 1993
<TABLE>
<CAPTION>
Additions
Balance at Charged to Balance
Beginning Costs and at End
of Year Expenses Deductions of Year
<S> <C> <C> <C> <C>
1995 $37 $113 $105 $45
- ---- ==== ==== ==== ====
1994 $42 $80 $85 $37
- ---- ==== ==== ==== ====
1993 $34 $87 $79 $42
- ---- ==== ==== ==== ====
</TABLE>
Allowances for losses from uncollectible accounts, returns, etc., are deducted
from accounts receivable in the balance sheet.
16
Exhibit 10(a)
-------------
TEXAS INSTRUMENTS ANNUAL INCENTIVE PLAN
As Amended November 30, 1995
The Texas Instruments Annual Incentive Plan is designed to provide an
additional incentive for those employees who are key to the Company's success
in the highly technological and competitive industries in which it operates.
The Plan provides for rewarding certain employees by awards for outstanding
ability and exceptional service based upon the individual's contribution to the
Company.
For purposes of the Plan unless otherwise indicated, the term "Company" shall
mean Texas Instruments Incorporated and its subsidiaries of which substantially
all of the voting stock is owned directly or indirectly by Texas Instruments.
Eligibility
The employees of the Company eligible to receive awards under the Plan shall
consist of the group of employees (including officers and directors) in
management or other key positions specified for each year by the Committee
described below and such other employees as said Committee may designate for
such year. If an employee takes an approved leave of absence or dies prior to
a determination of awards to be made under the Plan for a year in which the
employee was eligible to receive awards under the Plan, such employee on leave
or the estate of such deceased employee shall be eligible to receive awards
under the Plan for such year. Directors who are not full-time or part-time
officers or employees are not eligible to participate in the Plan.
Administration of Plan
The Plan shall be administered by a Committee of the Board of Directors which
shall be known as the Compensation Committee (the Committee) which shall be
appointed by a majority of the whole Board and shall consist of not less than
three directors. The Board may designate one or more directors as alternate
members of the Committee, who may replace any absent or disqualified member at
any meeting of the Committee. A director may serve as a member or alternate
member of the Committee only during periods in which he is a "disinterested
person" as described in Rule 16b-3 under the Securities Exchange Act of 1934,
as in effect from time to time. No member or alternate member of the Committee
shall be eligible, while a member or alternate member, for participation in the
Plan. The Committee shall have full power and authority to construe, interpret
and administer the Plan. It may issue rules and regulations for administration
of the Plan. It shall meet at such times and places as it may determine. A
majority of the members of the Committee shall constitute a quorum and all
decisions of the Committee shall be final, conclusive and binding upon all
parties, including the Company, the stockholders and the employees.
The Committee shall have the full and exclusive right to make awards under the
Plan except as otherwise expressly provided in this Plan. In determining the
selection of recipients and the amount or form of any award, the Committee
shall take into consideration the contribution of the recipients during the
fiscal year to the Company's success and such other factors as the Committee
shall determine. The Committee shall have the authority to consult with and
17
receive recommendations from officers or other executives of the Company with
regard to these matters.
The Committee may delegate such power, authority and rights with respect to the
administration of the Plan as it deems appropriate to one or more members of
the management of the Company (including, without limitation, a committee of
one or more members of management appointed by the Committee); provided,
however, that the Committee shall have the exclusive right to make awards to
employees who are directors or officers of the Company, and that any delegation
to management shall conform with the requirements of the General Corporation
Law of Delaware, as in effect from time to time.
Expenses of Administration
The expenses of the administration of this Plan, including the dividend
equivalents and interest provided in the Plan, shall be borne by the Company
and none of them shall be charged against the Incentive Reserve described
below.
Amendments
The Board of Directors of the Company may, at any time and from time to time,
alter, amend, suspend or terminate the Plan or any part thereof as it may deem
proper and in the best interests of the Company, provided, however, that no
such action shall affect or impair the rights under any award theretofore
granted under the Plan, except that in the case of an employee employed outside
the United States (or his beneficiary) the Board may vary the provisions of the
Plan as it may deem appropriate to conform with local laws, practices and
procedures. Further, unless the stockholders of the Company shall have first
approved thereof, no amendment shall be made which shall increase the maximum
amount which may be credited to the Incentive Reserve described below in any
year.
Awards
Awards may be made from time to time during each year under the Plan by the
Committee or its delegate(s) in amounts which do not exceed the amount then
available in the Incentive Reserve described below. Such awards may be
denominated in cash, in shares of the Company's common stock, or both, and may
be payable in cash or shares, or both, as the Committee may determine.
Scope of the Plan
The Committee shall have the power, in its sole discretion, to determine what
payments to eligible employees shall be deemed to be incentive compensation for
the purposes of this Plan. Awards under the Company's Patent Incentive Award
program shall be deemed not to have been made under this Plan and payments
under the Patent Incentive Award program shall not be charged to the Incentive
Reserve described below. Payments under any incentive plans which operational
organizations of the Company may have from time to time to any employees who
are then eligible to receive awards under this Plan shall be charged to the
Incentive Reserve described below. Special payments to employees involved in
unusual transactions (including, without limitation, a sale of a portion of the
business of the Company) shall not be charged to the Incentive Reserve
described below unless otherwise determined by the Committee. Nothing in this
Plan shall be construed as preventing the Company from having from time to time
incentive or other variable compensation plans applicable to employees who are
18
not then eligible to participate in this Plan, and payments of incentive or
other variable compensation under such plans to such employees shall not be
charged to the Incentive Reserve described below.
Incentive Reserve
For the calendar year 1965 and each of the calendar years thereafter, the Board
of Directors shall cause to be credited to an Incentive Reserve (hereinafter
called the Reserve) an amount determined as follows:
10% of the amount by which the Company's net income for such year exceeds
6% of net capital but not in excess of the amount paid out as dividends on
the common stock of the Company during such year, except that the Board
may in its discretion direct that a lesser amount be credited.
As used in this Plan
1. "Net income" shall mean the amount reported as net income in the
annual statement of income for the year as shown by the annual report
to stockholders plus interest on long-term debt and amounts credited
to the Reserve for such year.
2. "Net capital" shall mean the total of stockholders' equity plus long-
term debt (less current portion) as shown on the balance sheet as of
the end of the year preceding the year for which net income, as above,
is determined plus treasury stock held for the purposes of this Plan.
As soon as practicable after the end of each year, the Company's independent
auditors shall determine and report to the Board of Directors the maximum
amount creditable to the Reserve for that year under the provisions of this
Plan. The Board shall determine the amount to be credited to the Reserve for
such year. Prior to receipt of such report of the auditors, the Board may make
such determination based on an estimate made by the Company's Chief Financial
Officer of the maximum amount creditable, provided that such a determination
shall be effective only upon receipt of the auditors' report by the Secretary
of the Board of Directors and only to the extent of the maximum amount
creditable to the Reserve, as reported by the auditors. The amount determined
by the Board shall be credited to the Reserve as of the close of the year. The
Committee shall promptly be advised of the amount so credited to the Reserve
and of the total amount available in the Reserve (after deducting any unpaid
installments of incentive awards previously granted).
The Committee shall make a determination of awards to be made under the Plan
for each year at such time or times as the Committee shall deem appropriate.
The aggregate of such awards may be less than, but shall not exceed, the total
amount available in the Reserve, except that, after the end of a year and prior
to the Board's determination of an amount to be credited to the Reserve for
that year, the Committee may make awards in excess of the amount available in
the Reserve if such awards are made payable only if an amount adequate to cover
such awards is first credited to the Reserve for such year.
If the aggregate of the awards determined by the Committee to be made under the
Plan for a given year shall at any time be less than the total amount available
in the Reserve, the Committee may at any time or times determine that
additional awards be made under the Plan for such year, provided that the
aggregate of all awards for such year shall not exceed the total amount
available in the Reserve, and that all awards for such year shall be determined
on or before December 31 of the following year.
19
If (i) the amount determined and reported by the Company's independent auditors
as the maximum amount creditable to the Reserve for any year shall for any
reason later prove to have been overstated and (ii) the amount credited to the
Reserve at the close of such year was in excess of the revised maximum amount
creditable to the Reserve for that year, then the amount available at that time
or subsequently in the Reserve shall be reduced by the amount of such excess.
Thus excess credits to the Reserve resulting from such overstatement shall be
corrected exclusively by adjustment of the Reserve then or subsequently
available and not by recourse to any person.
Any balance remaining in the Reserve after making awards for any year shall
continue in the Reserve and be available for awards for future years except to
the extent otherwise directed by the Committee. Any payments that are made by
the Company, and any incentive awards that are granted by, or become
obligations of, the Company, through the assumption by the Company of, or in
substitution for, outstanding awards previously granted by an acquired company
shall not, except in the case of payments made to or incentive awards granted
to employees who are officers or directors of the Company for purposes of
Section 16 of the Securities Exchange Act of 1934, as amended, be charged to
the Reserve.
Payment of Awards
Incentive awards may be made in cash or in Texas Instruments common stock, or
partly in cash and partly in stock as the Committee in its discretion may
determine. Incentive awards made wholly or partly in stock, or any
installments thereof, may be paid wholly or partly in cash as the Committee in
its discretion may determine.
The Company shall make available as and when required a sufficient number of
shares of its common stock for the purpose of this Plan. Such common stock
shall be either authorized and unissued shares or treasury stock.
Authorized and unissued shares and treasury stock shall be valued for the
purpose of awards and charged to the Reserve at the simple average of the high
and the low prices of Texas Instruments common stock on the Composite Tape on
the date the awards are made by the Committee (or if there shall be no trading
on that date, then on the first previous date on which there is such trading).
Authorized and unissued shares and treasury stock shall be valued for the
purpose of payments in cash of awards made in stock, at the simple average of
the high and the low prices of Texas Instruments common stock on the Composite
Tape on the payment date (or if there shall be no trading on that date, then on
the first previous date on which there is such trading).
The Committee may direct the awards to the participants or any of them for any
year to be paid in a single amount or in installments of equal or varying
amounts and may prescribe such terms and conditions concerning payment of such
installments as it deems appropriate, including completion of specific periods
of employment with the Company or achievement of specific goals established by
the Committee, as it deems appropriate, provided that such terms and conditions
are not more favorable to a participant than those expressly set forth in this
Plan. The Committee may determine that dividend equivalents or interest, as
applicable, will be payable with respect to any installments of any award. The
Committee may at any time after an incentive award is made amend any such
direction and may amend or delete any such terms and conditions concerning
payment of installments, if the Committee deems it appropriate.
20
When the obligation to pay an installment or installments of an award has
terminated for any reason, the amounts relating to such installment or
installments shall be added back to the Reserve and shall be available for use
under this Plan.
Appropriate adjustments in incentive awards payable in Texas Instruments common
stock shall be made to give effect to any mergers, consolidations,
acquisitions, stock splits, or other relevant changes in capitalization
occurring after the effective date of this Plan; however, no fractional shares
shall be distributed.
Payments of awards to employees of subsidiaries of the Company shall be paid
directly by such subsidiaries.
Withholding
Whenever a participant is obligated to pay to the Company an amount required to
be withheld under applicable income tax laws in connection with the payment of
stock pursuant to an award under this Plan, such payment may be made (a) in
cash, or (b) to the extent from time to time approved by the Committee, (i) in
Texas Instruments common stock or (ii) partly in cash and partly in Texas
Instruments common stock. For purposes of any payment in Texas Instruments
common stock, such stock shall be valued at the simple average of the high and
low prices of Texas Instruments common stock on the Composite Tape on the date
that the payment in stock becomes taxable (or if there is no trading on that
date, then on the first previous date on which there is such trading).
21
<TABLE>
<CAPTION>
EXHIBIT 11
----------
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
PRIMARY AND FULLY DILUTED EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
(In thousands, except per-share amounts)
Years ended December 31
------------------------------------------
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Income before cumulative effect of accounting changes........ $1,088,101 $ 690,902 $ 476,226
Less preferred dividends accrued:
Market auction preferred................................. - - (2,043)
Money market preferred................................... - - (2,028)
Series A conversion preferred............................ - - (16,097)
Add:
Dividends on Series A conversion preferred
shares assumed converted............................... - - 16,097
Interest, net of tax and profit sharing effect, on
convertible debentures assumed converted............... 1,582 2,413 2,681
---------- ---------- ----------
Adjusted income before cumulative effect
of accounting changes...................................... 1,089,683 693,315 474,836
Cumulative effect of accounting changes...................... - - (4,173)
---------- ---------- ----------
Adjusted net income.......................................... $1,089,683 $ 693,315 $ 470,663
========== ========== ==========
Earnings per Common and Common Equivalent Share:
- -----------------------------------------------
Weighted average common shares outstanding................... 187,644 184,124 171,901
Weighted average common equivalent shares:
Stock option and compensation plans...................... 3,127 2,379 2,643
Convertible debentures................................... 2,860 4,352 4,827
Series A conversion preferred............................ - - 7,840
---------- ---------- ----------
Weighted average common and common equivalent shares......... 193,631 190,855 187,211
========== ========== ==========
Earnings per Common and Common Equivalent Share:
Income before cumulative effect of accounting changes...... $ 5.63 $ 3.63 $ 2.54
Cumulative effect of accounting changes.................... - - (.03)
---------- ---------- ----------
Net Income................................................. $ 5.63 $ 3.63 $ 2.51
========== ========== ==========
Earnings per Common Share Assuming Full Dilution:
- ------------------------------------------------
Weighted average common shares outstanding................... 187,644 184,124 171,901
Weighted average common equivalent shares:
Stock option and compensation plans...................... 3,215 2,399 2,786
Convertible debentures................................... 2,860 4,352 4,827
Series A conversion preferred............................ - - 7,840
---------- ---------- ----------
Weighted average common and common equivalent shares......... 193,719 190,875 187,354
========== ========== ==========
Earnings per Common Share Assuming Full Dilution:
Income before cumulative effect of accounting changes...... $ 5.63 $ 3.63 $ 2.54
Cumulative effect of accounting changes.................... - - (.03)
---------- ---------- ----------
Net income................................................. $ 5.63 $ 3.63 $ 2.51
========== ========== ==========
</TABLE>
22
<TABLE>
<CAPTION>
EXHIBIT 12
----------
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF
EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(Dollars in millions)
1991 1992 1993 1994 1995
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Income (loss) before income taxes
and fixed charges:
Income (loss) before cumulative
effect of accounting changes,
interest expense on loans,
capitalized interest amortized,
and provision for income taxes.......... $ (250) $ 433 $ 755 $1,098 $1,679
Add interest attributable to
rental and lease expense................ 43 42 38 40 41
------ ------ ------ ------ ------
$ (207) $ 475 $ 793 $1,138 $1,720
====== ====== ====== ====== ======
Fixed charges:
Total interest on loans (expensed
and capitalized).......................... $ 59 $ 57 $ 55 $ 58 $ 69
Interest attributable to rental
and lease expense......................... 43 42 38 40 41
------ ------ ------ ------ ------
Fixed charges................................. $ 102 $ 99 $ 93 $ 98 $ 110
====== ====== ====== ====== ======
Combined fixed charges and
preferred stock dividends:
Fixed charges............................. $ 102 $ 99 $ 93 $ 98 $ 110
Preferred stock dividends
(adjusted as appropriate to a
pretax equivalent basis)................ 34 55 29 -- --
------ ------ ------ ------ ------
Combined fixed charges and
preferred stock dividends............... $ 136 $ 154 $ 122 $ 98 $ 110
====== ====== ====== ====== ======
Ratio of earnings to fixed charges............ <F1>* 4.8 8.5 11.6 15.6
====== ====== ====== ====== ======
Ratio of earnings to combined
fixed charges and preferred
stock dividends............................. <F2>** 3.1 6.5 11.6 15.6
====== ====== ====== ====== ======
<FN>
<F1> * Not meaningful. The coverage deficiency was $309 million in 1991.
<F2>** Not meaningful. The coverage deficiency was $343 million in 1991.
</TABLE>
23
INSERT ANNUAL REPORT
Exhibit 21
----------
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
LIST OF SUBSIDIARIES OF THE REGISTRANT
The following are current subsidiaries of the Registrant.
<TABLE>
<CAPTION>
Subsidiary and Name Under Which Business is Done Where Organized
- ------------------------------------------------ ---------------
<S> <C>
Texas Instruments Deutschland G.m.b.H. Germany
Texas Instruments France S.A. France
Texas Instruments Holland B.V. Netherlands
Texas Instruments Hong Kong Limited Hong Kong
Texas Instruments Italia S.p.A. Italy
Texas Instruments Japan Limited Japan
Texas Instruments Limited United Kingdom
Texas Instruments Malaysia Sdn. Bhd. Malaysia
Texas Instruments (Philippines) Incorporated Delaware
Texas Instruments Singapore (Pte) Limited Singapore
Texas Instruments Taiwan Limited Taiwan
TI Information Engineering Limited United Kingdom
</TABLE>
Note: The names of other subsidiaries of the Registrant are not listed
herein since the additional subsidiaries considered in the aggregate as a
single subsidiary do not constitute a significant subsidiary as defined by
Rule 1.02(v) of Regulation S-X.
EXHIBIT 23
----------
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report on Form 10-K
of Texas Instruments Incorporated and subsidiaries of our report dated
January 22, 1996, included in the 1995 Annual Report to Stockholders of Texas
Instruments Incorporated.
Our audits also included the financial statement schedule of Texas Instruments
Incorporated listed in Item 14(a). This schedule is the responsibility of the
Registrant's management. Our responsibility is to express an opinion based on
our audits. In our opinion, the financial statement schedule referred to
above, when considered in relation to the basic financial statements taken as a
whole, presents fairly in all material respects the information set forth
therein.
We also consent to the incorporation by reference in the following registration
statements, and in the related prospectuses thereto, of our report dated
January 22, 1996 with respect to the consolidated financial statements and
consolidated schedule of Texas Instruments Incorporated, included in or
incorporated by reference in this Annual Report on Form 10-K for the year ended
December 31, 1995: Registration Statement No. 33-61154 on Form S-8,
Registration Statement No. 33-21407 on Form S-8, Registration Statement
No. 33-42172 on Form S-8, Registration Statement No. 33-54615 on Form S-8, and
Registration Statement No. 33-18509 on Form S-3.
ERNST & YOUNG LLP
Dallas, Texas
February __, 1996
Exhibit 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints JERRY R. JUNKINS, WILLIAM A. AYLESWORTH and RICHARD J. AGNICH,
and each of them, with full power to act without the others, his true and
lawful attorneys-in-fact and agents, with full and several power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K of Texas Instruments
Incorporated for the year ended December 31, 1995, 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, and each of them, 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 they or he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this _________ day of February, 1996.
/s/ JAMES R. ADAMS
James R. Adams
Exhibit 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints JERRY R. JUNKINS, WILLIAM A. AYLESWORTH and RICHARD J. AGNICH,
and each of them, with full power to act without the others, his true and
lawful attorneys-in-fact and agents, with full and several power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K of Texas Instruments
Incorporated for the year ended December 31, 1995, 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, and each of them, 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 they or he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this _________ day of February, 1996.
/s/ DAVID L. BOREN
David L. Boren
Exhibit 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints JERRY R. JUNKINS, WILLIAM A. AYLESWORTH and RICHARD J. AGNICH,
and each of them, with full power to act without the others, his true and
lawful attorneys-in-fact and agents, with full and several power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K of Texas Instruments
Incorporated for the year ended December 31, 1995, 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, and each of them, 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 they or he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this _________ day of February, 1996.
/s/ JAMES B. BUSEY IV
James B. Busey IV
Exhibit 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints JERRY R. JUNKINS, WILLIAM A. AYLESWORTH and RICHARD J. AGNICH,
and each of them, with full power to act without the others, his true and
lawful attorneys-in-fact and agents, with full and several power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K of Texas Instruments
Incorporated for the year ended December 31, 1995, 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, and each of them, 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 they or he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this _________ day of February, 1996.
/s/ DAVID R. GOODE
David R. Goode
Exhibit 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints WILLIAM A. AYLESWORTH and RICHARD J. AGNICH, and each of them,
with full power to act without the other, his true and lawful attorneys-in-
fact and agents, with full and several power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign the Annual
Report on Form 10-K of Texas Instruments Incorporated for the year ended
December 31, 1995, 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, and each of them,
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 they or he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this _________ day of February, 1996.
/s/ JERRY R. JUNKINS
Jerry R. Junkins
Exhibit 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints JERRY R. JUNKINS, WILLIAM A. AYLESWORTH and RICHARD J. AGNICH,
and each of them, with full power to act without the others, his true and
lawful attorneys-in-fact and agents, with full and several power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K of Texas Instruments
Incorporated for the year ended December 31, 1995, 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, and each of them, 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 they or he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this _________ day of February, 1996.
/s/ WILLIAM S. LEE
William S. Lee
Exhibit 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints JERRY R. JUNKINS, WILLIAM A. AYLESWORTH and RICHARD J. AGNICH,
and each of them, with full power to act without the others, his true and
lawful attorneys-in-fact and agents, with full and several power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K of Texas Instruments
Incorporated for the year ended December 31, 1995, 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, and each of them, 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 they or he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this _________ day of February, 1996.
/s/ WILLIAM B. MITCHELL
William B. Mitchell
Exhibit 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints JERRY R. JUNKINS, WILLIAM A. AYLESWORTH and RICHARD J. AGNICH,
and each of them, with full power to act without the others, her true and
lawful attorneys-in-fact and agents, with full and several power of
substitution, for her and in her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K of Texas Instruments
Incorporated for the year ended December 31, 1995, 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, and each of them, 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 they or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this _________ day of February, 1996.
/s/ GLORIA M. SHATTO
Gloria M. Shatto
Exhibit 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints JERRY R. JUNKINS, WILLIAM A. AYLESWORTH and RICHARD J. AGNICH,
and each of them, with full power to act without the others, his true and
lawful attorneys-in-fact and agents, with full and several power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K of Texas Instruments
Incorporated for the year ended December 31, 1995, 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, and each of them, 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 they or he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this _________ day of February, 1996.
/s/ WILLIAM P. WEBER
William P. Weber
Exhibit 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints JERRY R. JUNKINS, WILLIAM A. AYLESWORTH and RICHARD J. AGNICH,
and each of them, with full power to act without the others, his true and
lawful attorneys-in-fact and agents, with full and several power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K of Texas Instruments
Incorporated for the year ended December 31, 1995, 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, and each of them, 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 they or he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this _________ day of February, 1996.
/s/ CLAYTON K. YEUTTER
Clayton K. Yeutter
Exhibit 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints JERRY R. JUNKINS, WILLIAM A. AYLESWORTH and RICHARD J. AGNICH,
and each of them, with full power to act without the others, his true and
lawful attorneys-in-fact and agents, with full and several power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K of Texas Instruments
Incorporated for the year ended December 31, 1995, 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, and each of them, 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 they or he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this _________ day of February, 1996.
/s/ MARVIN M. LANE, JR.
Marvin M. Lane, Jr.
<TABLE>
<CAPTION>
EXHIBIT 27
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TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
FINANCIAL DATA SCHEDULE
(In millions of dollars, except per-share amounts.)
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED FINANCIAL
STATEMENTS OF TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES AS OF DECEMBER 31, 1995, AND FOR
THE YEAR THEN ENDED, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
Item Number Item Description Amount
- -------------- --------------------------------------------------- -------
<S> <C> <C>
5-02(1) Cash and cash items $ 1,364
5-02(2) Marketable securities 189
5-02(3)(a)(1) Notes and accounts receivable--trade 2,320
5-02(4) Allowances for doubtful accounts 45
5-02(6) Inventory 1,135
5-02(9) Total current assets 5,518
5-02(13) Property, plant and equipment 5,631
5-02(14) Accumulated depreciation 2,444
5-02(18) Total assets 9,215
5-02(21) Total current liabilities 3,188
5-02(22) Bonds, mortgages and similar debt 804
5-02(28) Preferred stock--mandatory redemption 0
5-02(29) Preferred stock--no mandatory redemption 0
5-02(30) Common stock 190
5-02(31) Other stockholders' equity 3,905
5-02(32) Total liabilities and stockholders' equity 9,215
5-03(b)1(a) Net sales of tangible products 13,128
5-03(b)1 Total revenues 13,128
5-03(b)2(a) Cost of tangible goods sold 9,318
5-03(b)2 Total costs and expenses applicable to sales and
revenues 9,318
5-03(b)3 Other costs and expenses 509
5-03(b)5 Provision for doubtful accounts and notes 0
5-03(b)(8) Interest and amortization of debt discount 48
5-03(b)(10) Income before taxes and other items 1,619
5-03(b)(11) Income tax expense 531
5-03(b)(14) Income/loss continuing operations 1,088
5-03(b)(15) Discontinued operations 0
5-03(b)(17) Extraordinary items 0
5-03(b)(18) Cumulative effect--changes in accounting principles 0
5-03(b)(19) Net income or loss 1,088
5-03(b)(20) Earnings per share--primary 5.63
5-03(b)(20) Earnings per share--fully diluted 0
</TABLE>
