Notice of annual meeting of stockholders

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

April 19, 201217, 2014

Dear Stockholder:

You are cordially invited to attend the 20122014 annual meeting of stockholders on Thursday, April 19, 2012,17, 2014, at the cafeteria on our property at 12500 TI Boulevard, Dallas, Texas, at 10:00 a.m. (Dallas(Central time). At the meeting we will consider and act upon the following matters:

• the election of directors for the next year,
• advisory approval of the company’s executive compensation,
• ratification of the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2012,2014,
• approval of the TI Employees 2014 Stock Purchase Plan,
• reapproval of the material terms of the performance goals under the Texas Instruments 2009 Long-Term Incentive Plan, and
• such other matters as may properly come before the meeting.

Stockholders of record at the close of business on February 21, 2012,18, 2014, are entitled to vote at the annual meeting.

We urge you to vote your shares as promptly as possible by: (1) accessing the Internet website, (2) calling the toll-free number or (3) signing, dating and mailing the enclosed proxy. 

Sincerely,

Joseph F. Hubach

Senior Vice President,

Secretary and

General Counsel

Dallas, Texas
March 6, 20124, 2014

TEXAS INSTRUMENTS

20122014 PROXY STATEMENTn•55

---

Table of contents

TABLE OF CONTENTS

Voting procedures and quorum	56	56
Election of directors	57	58
Nominees for directorship	57	58
Director nomination process	58	59
Board diversity and nominee qualifications	58	59
Communications with the board	60	61
Corporate governance	60	61
Annual meeting attendance	60	61
Director independence	60	61
Board organization	61	62
Board and committee meetings	61	62
Committees of the board	61	63
Board leadership structure	63	65
Risk oversight by the board	64	65
Director compensation	64	66
20112013 director compensation	65	67
Executive compensation	67	68
Proposal regarding advisory approval of
the company’s executive compensation	67	68
Compensation discussionDiscussion and analysisAnalysis	68	69
Compensation Committee report	79	81
2011     2013 summary compensation table	79	81
Grants of plan-based awards in 2011	812013		83

	Outstanding equity awards at fiscal year-end 20112013	82	84
	2011     2013 option exercises and stock vested	85	86
	2011     2013 pension benefits	85	86
	2011     2013 non-qualified deferred compensation	87	89
	Potential payments upon termination or
	change in control	88	90

	Audit Committee report		93
	Proposal to ratify appointment of independent
	registered public accounting firm		94
Proposal to approve the TI Employees	Additional information
2014 Stock Purchase Plan		95
Proposal to reapprove the material terms of the
performance goals under the Texas Instruments
2009 Long-Term Incentive Plan		97
Equity compensation plan information		99
Additional information		100
Voting securities	95	100
	Security ownership of certain beneficial owners	95	100
	Security ownership of directors and management	96	101
	Related person transactions	97	102
	Compensation committee interlocks and
	insider participation	98	103
	Cost of solicitation	98	103
	Stockholder proposals for 20132015	98	104
	Benefit plan voting	98	104
	Section 16(a) beneficial ownership reporting           compliance	99	104
	Telephone and Internet voting	99	104
	Stockholders sharing the same address	99	105
	Electronic delivery of proxy materials	99	105
Directions and other annual meeting information		106
Exhibit A (TI Employees 2014 Stock Purchase Plan)		A-1
Exhibit B (Texas Instruments 2009 Long-Term
Incentive Plan)		B-1
Appendix (Non-GAAP Reconciliations)		C-1

			PROXY STATEMENT – MARCH 4, 2014

Proxy statement – March 6, 2012

Executive officesEXECUTIVE OFFICES
12500 TI BOULEVARD, DALLAS, TEXAS 75243
MAILING ADDRESS: P.O. BOX 660199, DALLAS, TEXAS 75266-0199

Voting procedures and quorum
VOTING PROCEDURES AND QUORUM

TI’s board of directors requests your proxy for the annual meeting of stockholders on April 19, 2012.17, 2014. If you sign and return the enclosed proxy, or vote by telephone or on the Internet, you authorize the persons named in the proxy to represent you and vote your shares for the purposes mentioned in the notice of annual meeting. This proxy statement and related proxy are being distributed on or about March 6, 2012.4, 2014. If you come to the meeting, you can vote in person. If you don’tdo not come to the meeting, your shares can be voted only if you have returned a properly signed proxy or followed the telephone or Internet voting instructions, which can be found on the enclosed proxy. If you sign and return your proxy but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the board of directors. You can revoke your authorization at any time before the shares are voted at the meeting.

    A quorum of stockholders is necessary to hold a valid meeting. If at least a majority of the shares of TI common stock issued and outstanding and entitled to vote are present in person or by proxy, a quorum will exist. Abstentions and broker non-votes are counted as present for purposes of establishing a quorum. Broker non-votes occur when a beneficial owner who holds company stock through a broker does not provide the broker with voting instructions as to any matter on which the broker is not permitted to exercise its discretion and vote without specific instruction.

56 •2014 PROXY STATEMENT

TEXAS INSTRUMENTS

---

    Scheduled to be considered at the meeting are the election of directors, an advisory vote regarding approval of the company’s executive compensation, and ratification of the appointment of our independent registered public accounting firm.firm, a proposal to approve the TI Employees 2014 Stock Purchase Plan, and a proposal to reapprove the material terms of the performance goals under the Texas Instruments 2009 Long-Term Incentive Plan. Each of these matters is discussed elsewhere in this proxy statement.
    Any other matter that may properly be submitted at the meeting is approved if a majority On each of the votes present at the meeting vote “for” the proposal. On suchthese matters you may vote “for,” “against” or “abstain”; abstentions“abstain.” The vote required for the election of directors and broker non-votes haveapproval of the same effect as votes “against.”other matters is shown in the table below.

56 Mattern 2012 PROXY STATEMENT		Required Vote		Impact of Abstentions or Broker Non-Votes
Election of directors		Majority of votes present in person and by proxy at the meeting and entitled to be cast in the election with respect to a nominee must be cast for that nominee.		Abstentions have the same effect as votes against. Broker non-votes are not counted as votes for or against.
Advisory vote to approve named executive officer compensation Proposal to approve the TI Employees 2014 Stock Purchase Plan Proposal to reapprove the material terms of the performance goals under the Texas Instruments 2009 Long-Term Incentive Plan		Majority of votes present in person or by proxy at the meeting must be cast for the proposal.		Abstentions and broker non-votes have the same effect as a vote against.
Proposal to ratify appointment of independent registered public accounting firm		Majority of votes present in person or by proxy at the meeting must be cast for the proposal.		Abstentions have the same effect as votes against. (Brokers are permitted to exercise their discretion and vote without specific instruction on this matter. Accordingly, there are no broker non-votes.)
Any other matter that may properly be submitted at the meeting		Majority of votes present in person or by proxy at the meeting must be cast for the proposal.		Abstentions and broker non-votes have the same effect as votes against.

TEXAS INSTRUMENTS

2014 PROXY STATEMENT  •57

---

Election of directors
ELECTION OF DIRECTORS

Directors are elected at the annual meeting to hold office until the next annual meeting and until their successors are elected and qualified. The board of directors has designated the following persons as nominees: RALPH W. BABB, JR., MARK A. BLINN, DANIEL A. CARP, CARRIE S. COX, RONALD KIRK, PAMELA H. PATSLEY, ROBERT E. SANCHEZ, WAYNE R. SANDERS, RUTH J. SIMMONS, RICHARD K. TEMPLETON and CHRISTINE TODD WHITMAN. Stephen P. MacMillan, a highly valued director since 2008, resigned from the board in February 2012.
    If you return a proxy that is not otherwise marked, your shares will be voted FOR each of the nominees.
Directors must be elected by a majority of the votes present at the meeting and entitled to be cast in the election. You may vote “for,” “against,” or “abstain.” Abstentions have the same effect as votes “against.” Broker non-votes are not counted as votes “for” or “against.”

Nominees for directorship

All of the nominees for directorship are directors of the company. For a discussion of each nominee’s qualifications to serve as a director of the company, please see pages 58-59.59-61. If any nominee becomes unable to serve before the meeting, the peoplepersons named as proxies may vote for a substitute or the number of directors will be reduced accordingly.

Directors

		RALPH W. BABB, JR. Age 65 Director since 2010 Chair, Audit Committee				RONALD KIRK Age 59 Director since 2013 Member, Governance and Stockholder Relations Committee				RUTH J. SIMMONS Age 68 Director since 1999 Member, Audit Committee
		MARK A. BLINN Age 52 Director since 2013 Member, Audit Committee				PAMELA H. PATSLEY Age 57 Director since 2004 Member, Compensation Committee				RICHARD K. TEMPLETON Age 55 Chairman since 2008 and director since 2003

RALPH W. BABB, JR.DANIEL A. CARP Age 63 Director since 2010 Member, Audit Committee

WAYNE R. SANDERS Age 6465 Director since 1997 Member, Governance and Stockholder Relations Committee

ROBERT E. SANCHEZ Age 48 Director since 2011 Member, Compensation Committee

CHRISTINE TODD WHITMAN Age 67 Director since 2003 Chair, Governance and Stockholder Relations Committee

DANIEL A. CARPCARRIE S. COX Age 6356 Director since 2004 Lead Director; Chair, Compensation Committee

WAYNE R. SANDERS Age 66 Director since 1997 Member, Governance and Stockholder Relations Committee

RUTH J. SIMMONS Age 66 Director since 1999 Member, Compensation Committee

CARRIE S. COX Age 54 Director since 2004 Chair, Compensation Committee

RICHARD K. TEMPLETON Age 53 Chairman since 2008 and director since 2003

PAMELA H. PATSLEY

Director nomination process

• Outstanding achievement in the individual’s personal career.
• Breadth of experience.
• Soundness of judgment.
• Ability to make independent, analytical inquiries.
• Ability to contribute to a diversity of viewpoints among board members.
• Willingness and ability to devote the time required to perform board activities adequately (in this regard, the G&SR Committeewill consider the number of other boards on which the individual serves as a director, and in particular the board’s policy thatdirectors should not serve on the boards of more than three other public companies).
• Ability to represent the total corporate interests of TI (a director will not be selected to, nor will he or she be expected to,represent the interests of any particular group).

Board diversity and nominee qualifications

As indicated by the criteria above, the board prefers a mix of background and experience among its members. The board does not follow any ratio or formula to determine the appropriate mix. Rather, it uses its judgment to identify nominees whose backgrounds, attributes and experiences, taken as a whole, will contribute to the high standards of board service at the company. The effectiveness of this approach is evidenced by the directors’ participation in the insightful and robust yet collegialrespectful deliberation that occurs at board and committee meetings and in shaping the agendas for those meetings.

As it considered director nominees for the 20122014 annual meeting, the board kept in mind that the most important issues it considers typically relate to the company’s strategic direction; succession planning for senior executive positions; the company’s financial performance; the challenges of running a large, complex enterprise, including the management of its risks; major acquisitions and divestitures; and significant capital investment and research and development (R&D) and capital investment decisions. These issues arise in the context of the company’s operations, which primarily involve the manufacture and sale of semiconductors all over the world into industrial, automotive, personal electronics, communications computing, industrialequipment and consumer electronics endenterprise systems markets.

As described below, each of our director nominees has achieved an extremely high level of success in his or her career, whether at multi-billion dollar multinational corporate enterprises, major U.S. universities or largesignificant governmental organizations. In these positions, each has been directly involved in the challenges relating to setting the strategic direction and managing the financial performance, personnel and processes of large, complex organizations. Each has had exposure to effective leaders and has developed the ability to judge leadership qualities. SevenTen of them have experience in serving on the board of directors of at least one other major corporation, and one hastwo have served in high political office, all of which provides additional relevant experience on which each nominee can draw.

In concluding that each nominee should serve as a director, the board relied on the specific experiences and attributes listed below and on the direct personal knowledge, born of previous service on the board, that each of the nominees brings insight and collegialitythe willingness to ask difficult questions to board deliberations.

Mr. Babb

• As chairman and CEO of Comerica Incorporated and Comerica Bank (2002-present) and through a long career in banking, hasgained first-hand experience in managing large, complex institutions, as well as insight into financial markets, which experienceis particularly relevant to the company due to its global presence.
• As Audit Committee chair at the company, chief financial officer of Comerica Incorporated and Comerica Bank (1995-2002),controller and later chief financial officer ofMercantileof Mercantile Bancorporation (1978-1995), and auditor and later audit manager at the accountingtheaccounting firm of Peat Marwick Mitchell &Co.& Co. (1971-1978), has gained extensive audit knowledge and experience in audit- andfinancial control-related matters.

Mr. Blinn

• As CEO and a director of Flowserve Corporation (2009-present), has gained first-hand experience in managing a large,multinational corporation operating in global industrial markets, with ultimate management responsibility for the organization’sfinancial performance and significant capital and R&D investments.
• As chief financial officer of Flowserve Corporation (2004-2009), chief financial officer of FedEx Kinko’s Office and Print ServicesInc. (2003-2004) and vice president and controller of Centex Corporation (2000-2002), has developed a keen appreciation foraudit- and financial control-related matters.

• As chairman and CEO (2000-2005) and president (1997-2001, 2002-2003) of Eastman Kodak Company, has gained first-handexperiencefirst-hand experience in managing a large, multinational corporation focused on worldwide electronic consumer markets (which areof(whichare of relevance to the company), with ultimate management responsibility for the corporation’s financial performance and itssignificant investments in capital and R&D.
• As chairman of the board of directors of Delta Air Lines, Inc. (2007-present), a director of Norfolk Southern Corporation (2006-present)and a former director of Liz Claiborne, Inc. (2006-2009), has helped oversee the strategy and operations of major multinationalcorporationsmajormultinational corporations in various industries, including some that are capital-intensive.

• As chairman (2013-present), CEO and a director (2010-present) of Humacyte, Inc. (2010-present), executive vice president and president of Global PharmaceuticalsatofGlobal Pharmaceuticals at Schering-Plough Corporation (2003-2009) and executive vice president and president of Global PrescriptionGlobalPrescription Business atPharmaciaat Pharmacia Corporation (1997-2003), has gained first-hand experience in managing large, multinational organizations focusedonmultinationalorganizations focused on medical-related markets (which are of relevance to the company), with responsibility for those organizations’ financialperformancethoseorganizations’ financial performance and significant capital and R&D investments. Is also a director of Cardinal Health, Inc. (2009-present) and CelgeneCorporationCelgene Corporation (2009-present).

• As chairman and CEO (2009-present) of MoneyGram International, Inc., senior executive vice president of First Data Corporation(2000-2007), and president and CEO of Paymentech, Inc. (1991-2000), has gained first-hand experience in managing large,multinational organizations, including the application of technology in the financial services sector, with ultimate managementresponsibility for their financial performance and significant capital investments.
• As former Audit Committee chair at the company, a member of the audit committee at Dr Pepper Snapple Group, Inc., chief financialofficerchieffinancial officer of First USA, Inc. (1987-1994), and a former auditor at KPMG Peat Marwick for almost six years before joining FirstjoiningFirst USA,has developed a keen appreciation for audit- and financial control-related issues.matters.
• As a director of Dr Pepper Snapple Group, Inc. (2008-present) and a former director of Molson Coors Brewing Company(2005-2009), has helped oversee the strategy and operations of other major multinational corporations.

• As chairman and CEO (2013-present), president (2012 to present) and chief operating officer (February 2012-present) (2012) of Ryder System, Inc.,and as president of its Global Fleet Management Solutions ofRyder System, Inc. (September 2010-February 2012)business segment (2010-2012), has gained first-hand experience inexperiencein managing a large, multinational,transportation-related organization, with responsibility for the organization’s financial performancefinancialperformance and significant capitalinvestments.capital investments.
• As executive vice president and chief financial officer (October 2007 to September 2010)(2007-2010) and as senior vice president and chiefinformation officer (2003-2005)chief information officer(2003-2005) of Ryder System, Inc., has developed a keen appreciation for audit- and financial control-relatedissuescontrol-related issues and gained first-handgainedfirst-hand experience with all technology-related functions of a large, multinational corporation focused ontransportation andon transportationand logistics.

Mr. Sanders

• As chairman (1992-2003) and CEO (1991-2002) of Kimberly-Clark Corporation, has gained first-hand experience in managing alarge, multinational consumer goods corporation, with ultimate management responsibility for its financial performance and itssignificant capital and R&D investments.
• As chairman of Dr Pepper Snapple Group, Inc. (2008-present) and a director of Belo Corporation (2003-present)(2003-2013), has helpedoversee the strategy and operations of other large corporations.

• As president of Brown University (2001-present)(2001-2012) and president of Smith College (1995-2001), has gained first-hand experiencein managingexperience inmanaging large, complex institutions, and has developed deep insight into the development and training of professionals,including engineers, includingengineers, scientists and technologists, on whom the company relies for its next generation of employees.
• As a director of Chrysler Group LLC (2012-present) and Mondelez International, Inc. (2012-present) and as a former director of TheofThe Goldman Sachs Group, Inc. (2000-2010) and Pfizer, Inc. (1997-2007), has helped oversee the strategyandstrategy and operations of other large corporations.

• As a 31-year33-year veteran of the semiconductor industry, serving the last 1618 years at a senior level at the company, including aschairman since April 2008, CEO since 2004 and director since 2003, has developed a deep knowledge of all aspects of thecompany andthe companyand of the semiconductor industry.

• As Administrator of the Environmental Protection Agency (2001-2003) and Governor of the state of New Jersey (1994-2000),has gained first-hand experience managing a large, complex organization and developed keen insight into the workings ofgovernment on the federal and state level and how they might impact company operations.
• As a director of S.C. Johnson & Son, Inc. (2003-present) and United Technologies Corp. (2003-present), has helped oversee thestrategy and operations of other large corporations.

Communications with the board

Stockholders and others who wish to communicate with the board as a whole, or to individual directors, may write to them at: P.O. Box 655936, MS 8658, Dallas, TexasTX 75265-5936. All communications sent to this address will be shared with the board or the individual director, if so addressed.

Corporate governance

The board has a long-standing commitment to responsible and effective corporate governance. The board’s corporate governance guidelines (which include the director independence standards), the charters of each of the board’s committees, TI’s code ofbusinessof business conduct and our code of ethics for our chief executive officerCEO and senior financial officers are available on our website atwww.ti.com/at www.ti.com/corporategovernance. Stockholders may request copies of these documents free of charge by writing to Texas Instruments Incorporated, P.O. Box 660199, MS 8657, Dallas, Texas,TX 75266-0199, Attn: Investor Relations.

Annual meeting attendance

It is a policy of the board to encourage directors to attend each annual meeting of stockholders. Such attendance allows for direct interaction between stockholders and board members. In 2011,2013, all directors then in office attended TI’s annual meeting of stockholders.

Director independence

The board has determined that each of our directors is independent except for Mr. Templeton. In connection with this determination, information was reviewed regarding directors’ business and charitable affiliations, directors’ immediate family members and their employers, and any transactions or arrangements between the company and such persons or entities. The board has adopted the following standards for determining independence.

Board organizationBOARD ORGANIZATION

Board and committee meetings

During 2011,2013, the board held tennine meetings. The board has three standing committees described below. The committees of the board collectively held 2119 meetings in 2011.2013. Each director attended at least 82 percentall of the board and relevant committee meetings combined. Overall attendance at board and committee meetings was approximately 93100 percent.

Committees of the board

• Appointing, compensating, retaining and overseeing TI’s independent registered public accounting firm.
• Reviewing the annual report of TI’s independent registered public accounting firm related to quality control.
• Reviewing TI’s annual reports to the SEC, including the financial statements and the “Management’s Discussion and Analysis”portion of those reports, and recommending appropriate action to the board.
• Reviewing TI’s audit plans.
• Reviewing before issuance TI’s news releases regarding annual and interim financial results and discussing with managementany related earnings guidance that may be provided to analysts and rating agencies.
• Discussing TI’s audited financial statements with management and the independent registered public accounting firm, includinga discussion with the firm regarding the matters required to be reviewed under applicable legal or regulatory requirements.
• Reviewing relationships between the independent registered public accounting firm and TI.
• Reviewing and discussing the adequacy of TI’s internal accounting controls and other factors affecting the integrity of TI’sfinancialTI’s financial reports with management and with the independent registered public accounting firm.
• Creating and periodically reviewing TI’s whistleblower policy.
• Reviewing TI’s risk assessment and risk management policies.
• Reviewing TI’s compliance and ethics program.
• Reviewing a report of compliance of management and operating personnel with TI’s code of business conduct, including TI’sconflict of interest policy.
• Reviewing TI’s non-employee-related insurance programs.
• Reviewing changes, if any, in major accounting policies of the company.
• Reviewing trends in accounting policy changes that are relevant to the company.
• Reviewing the company’s policy regarding investments and financial derivative products.

The Audit Committee met sevensix times in 2011.2013. The Audit Committee holds regularly scheduled meetings and reports its activities to the board. The committee also continued its long-standing practice of meeting directly with our internal audit staff to discuss the audit plan and to allow for direct interaction between Audit Committee members and our internal auditors. Please see page 93 for a report of the committee.

• Reviewing the performance of the CEO and determining his compensation.
• Setting the compensation of the company’s other executive officers.
• Overseeing administration of employee benefit plans.
• Making recommendations to the board regarding:
• Institution and termination of, revisions in and actions under employee benefit plans that (i) increase benefits only forofficers of the company or disproportionately increase benefits for officers of the company more than other employees of thecompany,the company, (ii) require or permit the issuance of the company’s stock or (iii) the board must approve.
• Reservation of company stock for use as awards of grants under plans or as contributions or sales to any trustee of anyemployeeany employee benefit plan.
• Taking action as appropriate regarding the institution and termination of, revisions in and actions under employee benefit plansthatplans that are not required to be approved by the board.
• Appointing, setting the compensation of, overseeing and considering the independence of any compensation consultant or other advisor.

In performing its functions, the committee is supported by the company’s Human Resources organization. The committee has the authority to retain any advisors it deems appropriate to carry out its responsibilities. The committee retained Pearl Meyer & Partners as its compensation consultant for the 20112013 compensation cycle. The committee instructed the consultant to advise it directly on executive compensation philosophy, strategies, pay levels, decision-making processes and other matters within the scope of the committee’s charter. Additionally, the committee instructed the consultant to assist the company’s Human Resources organization in its support of the committee in these matters with such items as peer-group assessment, analysis of the executive compensation market, and compensation recommendations.

The Compensation Committee considers it important that its compensation consultant’s objectivity not be compromised by other business engagements with the company or its management. In support of this belief, the committee has a policy on compensation consultants, a copy of which may be found on www.ti.com/corporategovernance. During 2011, neither2013, the committee determined that its compensation consultant nor anywas independent of its affiliates performed services for TI other than pursuant to the engagement by the committee.company and had no conflict of interest.

The Compensation Committee considers executive compensation in a multistep process that involves the review of market information, performance data and possible compensation levels over several meetings leading to the annual determinations in January. Before setting executive compensation, the committee reviews the total compensation and benefits of the executive officers and considers the impact that their retirement, or termination under various other scenarios, would have on their compensation and benefits.

The CEO and the senior vice president responsible for Human Resources, who is an executive officer, are regularly invited to attend meetings of the committee. The CEO is excused from the meeting during any deliberations or vote on his compensation. No executive officer determines his or her own compensation or the compensation of any other executive officer. As members of the board, the members of the committee receive information concerning the performance of the company during the year and interact with our management. During the committee’s deliberations on executive compensation, theThe CEO gives the committee and the board an assessment of his own performance during the year just ended. He also reviews the performance of the other executive officers with the committee and makes recommendations regarding their compensation. The senior vice president responsible for Human Resources assists in the preparation of and reviews the compensation recommendations made to the committee other than for her compensation.

The Compensation Committee’s charter provides that it may delegate its power, authority and rights with respect to TI’s long-term incentive plans, employee stock purchase plan and employee benefit plans to (i) one or more committees of the board established or delegated authority for that purpose; or (ii) employees or committees of employees except that no such delegation may be made with respect to compensation of the company’s executive officers.

Pursuant to that authority, the Compensation Committee has delegated to a special committee established by the board the authority to grant a limited number of stock options and restricted stock units under the company’s long-term incentive plans. The sole member of the special committee is Mr. Templeton. The special committee has no authority to grant, amend or terminate any form of compensation to TI’s executive officers. The Compensation Committee reviews the grant activity of the special committee.

62 n 2012 PROXY STATEMENT

TEXAS INSTRUMENTS

• Making recommendations to the board regarding:
• The development and revision of our corporate governance principles.
• The size, composition and functioning of the board and board committees.
• Candidates to fill board positions.
• Nominees to be designated for election as directors.
• Compensation of board members.
• Organization and responsibilities of board committees.
• Succession planning by the company.
• Issues of potential conflicts of interest involving a board member raised under TI’s conflict of interest policy.
• Election of executive officers of the company.
• Topics affecting the relationship between the company and stockholders.
• Public issues likely to affect the company.
• Responses to proposals submitted by stockholders.
• Reviewing:
• Contribution policies of the company and of the TI Foundation.
• Revisions to TI’s code of ethics.
• Electing officers of the company other than the executive officers.
• Overseeing an annual evaluation of the board and the committee.

Board leadership structure

• Preside at all meetings of the board at which the chairman is not present, including executive sessions of theindependent directors;
• Serve as liaison between the chairman and the independent directors;
• Approve information sent to the board;
• Approve meeting agendas for the board;
• Approve meeting schedules to assure that there is sufficient time for discussion of all agenda items; and
• If requested by major shareholders, ensure that he or she is available for consultation and direct communication.

Risk oversight by the board

It is management’s responsibility to assess and manage the various risks TI faces. It is the board’s responsibility to oversee management in this effort. In exercising its oversight, the board has allocated some areas of focus to its committees and has retained areas of focus for itself, as more fully described below.
Management generally views the risks TI faces as falling into the following categories: strategic, operational, financial and compliance. The board as a whole has oversight responsibility for the company’s strategic and operational risks (e.g., major initiatives, competitive markets and products, sales and marketing, and research and development). Throughout the year the CEO discusses these risks with the board during strategy reviews that focus on a particular business or function. In addition, at the end of the year, the CEO provides a formal report on the top strategic and operational risks.
    TI’s Audit Committee has oversight responsibility for financial risk (such as accounting, finance, internal controls and tax strategy). Oversight responsibility for compliance risk is shared by the board committees. For example, the Audit Committee oversees compliance with the company’s code of conduct and finance- and accounting-related laws and policies, as well as the company’s compliance program itself; the Compensation Committee oversees compliance with the company’s executive compensation plans and related laws and policies; and the G&SR Committee oversees compliance with governance-related laws and policies, including the company’s corporate governance guidelines.
    The Audit Committee oversees the company’s approach to risk management as a whole. It reviews the company’s risk management process at least annually by means of a presentation by the CFO.
    The board’s leadership structure is consistent with the board and committees’ roles in risk oversight. As discussed above, the board has found that its current structure and practices are effective in fully engaging the independent directors. Allocating various aspects of risk oversight among the committees provides for similar engagement. Having the chairman and CEO review strategic and operational risks with the board ensures that the director most knowledgeable about the company, the industry in which it operates and the competition and other challenges it faces shares those insights with the board, providing for a thorough and efficient process.

Director compensationDIRECTOR COMPENSATION

• Annual retainer of $80,000 for board and committee service.
• Additional annual retainer of $25,000 for service as the lead director.
• Additional annual retainer of $30,000 for service as chair of the Audit Committee; $20,000 for service as chair of theCompensationthe Compensation Committee; and $15,000 for service as chair of the Governance and Stockholder RelationsG&SR Committee.
• Additional annual retainer of $25,000 for service as the Lead Director.
• Annual grant of a 10-year option to purchase TI common stock pursuant to the terms of the Texas Instruments 2009 DirectorCompensationDirector Compensation Plan (Director Plan), which was approved by stockholders in April 2009. The grant-dategrant date value is approximately$100,000,$100,000, determined using a Black-Scholes option-pricing model (subject to the board’s ability to adjust the grant downward). These non-qualified (NQ) options become exercisable in four equal annual installments beginning on the first anniversary of thegrantthe grant and also will become fully exercisable in the event of termination of service following a change in control (as defined in theDirectorthe Director Plan) of TI. If a director’s service terminates due to death, disability or ineligibility to stand for re-election under the company’s by-laws, or after the director has completed eight years of service, then all outstanding options held by the director shall continue to full term. If a director’s service terminates for any other reason, all outstanding options held by the director shall be exercisable for 30 days after the date of termination, but only to the extent such options were exercisable on the date of termination.
• Annual grant of restricted stock units pursuant to the Director Plan with a grant date value of approximately $100,000 (subject totheto the board’s ability to adjust the grant downward). The restricted stock units vest on the fourth anniversary of their date of grantandgrant and upon a change in control as defined in the Director Plan. If a director is not a member of the board on the fourth anniversaryofanniversary of the grant, restricted stock units will nonetheless settle (i.e., the shares will issue) on such anniversary date if the directorhasdirector has completed eight years of service prior to termination or the director’s termination was due to death, disability or ineligibilitytoineligibility to stand for re-election under the company’s by-laws. The director may defer settlement of the restricted stock units at his orheror her election. Upon settlement, the director will receive one share of TI common stock for each restricted stock unit. DividendequivalentsDividend equivalents are paid on the restricted stock units at the same rate as dividends on TI common stock. The director may defer receipt of dividend equivalents.
• $1,000 per day compensation for other activities designated by the chairman.
• A one-time grant of 2,000 restricted stock units upon a director’s initial election to the board.

The committee sets the Comparator Group. In general, the Comparator Group companies (1) are U.S.-based, (2) engage in the semiconductor business or other electronics or information technology activities, (3) have executive positions comparable in complexity to those of TI and (4) use forms of executive compensation comparable to TI’s.
    Shown in the table below is the Comparator Group used for the compensation decisions for 2011 (base salary, equity compensation and bonus). The table compares the group to TI in terms of revenue and market capitalization.2013.

The committee set the Comparator Group in July 20102012 for the base salary and equity compensation decisions it made in January 2011.2013. For a discussion of the factors considered by the committee in setting the Comparator Group, please see page 6571 of the company’s 20112013 proxy statement.
In July 2011,2013, the committee reviewedconducted its regular review of the Comparator Group in terms of industry, revenue and market capitalization. In 2011, Motorola’s wireless operations separated from Motorola, Inc.,With the advice of its compensation consultant, and to increase the group’s overall comparability to TI, the committee removed Oracle, which was renamed Motorola Solutions, Inc. The committee decided Motorola Solutions was still comparable to TI for compensation purposesat the upper end of the revenue and therefore retained it inmarket capitalization ranges, from the Comparator Group. The committee used that Comparator Group for the bonus decisions in January 20122014 relating to 20112013 performance. The table below compares the group to TI in terms of revenue and market capitalization.

Analysis of compensation determinations for 20112013
Total compensation – Before finalizing the compensation of the executive officers, the committee reviewed all elements of compensation. The information included total cash compensation (salary, profit sharing and projected bonus), the grant date fair value of equity compensation, the impact that proposed compensation would have on other compensation elements such as pension, and a summary of benefits that the executives would receive under various termination scenarios. The review enabled the committee to see how various compensation elements relate to one another and what impact its decisions would have on the total earnings opportunity

of the executives. In assessing the information, the committee did not target a specific level of total compensation or use a formula to allocate compensation toamong the various elements. Instead, it used its judgment in assessing whether the total was consistent with the objectives of the program. Based on this review, the committee determined that the level of compensation was appropriate.

Base salary – The committee set the 20112013 rate of base salary for the named executive officers as follows:

The committee set the 20112013 base-salary rate for each of the named executive officers in January 2011.2013. In keeping with its strategy, the committee set the annual base-salary rates to be below the estimated median level of salaries expected to be paid to similarly situated executives of the Comparator Group in 2011.2013.
The salary differences between the named executive officers were driven primarily by the market rate of pay for each officer, and not the application of a formula designed to maintain a differential between the officers.

Equity compensation – In 2011,2013, the committee awarded equity compensation to each of the named executive officers. The grants are shown in the grants of plan-based awards in 20112013 table on page 81.83. The grant date fair value of the awards is reflected in that table and in the “Stock Awards” and “Option Awards” columns of the summary compensation table on page 79.81. The table below is provided to assist the reader in comparing the number of shares, grant date fair values and “NQ Equivalent” levels for each of the years shown in the summary compensation table. NQ Equivalents arewere calculated by treating each restricted stock unit as 3 NQ Equivalents and each option share as 1 NQ Equivalent. This 3:1 ratio approximatesis consistent with the relative accounting expense of granting one restricted stock unit as compared with an option for one share.committee’s past practice.

ForIn January 2013, the committee awarded equity compensation to each of the named executive officers, the committee made the 2011 awards shown above in January 2011.officers. The committee’s objective was to award to those officers equity compensation that had a grant date fair value at approximately the median market level, in this case the 40^th to 60^th percentile of the 3-year average of equity compensation (including an estimate of amounts for 2011)2013) granted by the Comparator Group.

In assessing the market level, the committee considered information presented by TI’s Compensation and Benefits organization (prepared using data provided by the committee’s compensation consultant) on the estimated value of the awards expected to be granted by the Comparator Group to similarly situated executives. The award value was estimated using the same methodology used for financial accounting.
For each officer, the committee set a number of NQ Equivalents to achieve the desired grant value. The committee decided to allocate the NQ Equivalents for each officer equally between restricted stock units and options to give equal emphasis to promoting retention, motivating the executive and aligning his interests with those of shareholders.
Before approving the grants, the committee reviewed the amount of unvested equity compensation held by the officers to assess its retention value. In making this assessment, the committee used its judgment and did not apply any formula, threshold or maximum. This review did not result in an increase or decrease of the awards from the levels described above.
The exercise price of the options was the closing price of TI stock on January 27, 2011,25, 2013, the third trading day after the company released its annual and fourth quarter financial results for 2010.2012. All grants were made under the 2009 Texas Instruments 2009 Long-Term Incentive Plan, (the “2009 Plan”), which shareholders approved in April 2009.
     All grants have the terms described on page 84.
pages 85-86. The differences in the equity awards between the named executive officers were primarily the result of differences in the applicable estimated market level of equity compensation for their positions, and not the application of any formula designed to maintain differentials between the officers.

Bonus – In January 2012,2014, the committee set the 20112013 bonus compensation for executive officers based on its assessment of 20112013 performance. In setting the bonuses, the committee used the following performance measures to assess the company:

• Therelative one-year and three-year performance of TI as compared with competitor companies, as measured by

• revenue growth,
• operating profit as a percentage of revenue,
• total shareholder return; and

• Theabsolute one-year and three-year performance of TI on the above measures.

In addition, the committee considered our strategic progress by reviewing how competitive we are in key markets with our core products and technologies, as well as the strength of our relationships with key customers.
One-year relative performance on the three measures and one-year strategic progress were the primary considerations in the committee’s assessment of the company’s 20112013 performance. In assessing performance, the committee did not use formulas, thresholds or multiples. Because market conditions can quickly change in our industry, thresholds established at the beginning of a year could prove irrelevant by year-end. The committee believes its approach, which assesses the company’s relative performance in hindsight after year-end, gives it the insight to most effectively and critically judge results and encouragedencourages executives to pursue strategies that serve the long-term interests of the company and its shareholders.
In the comparison of relative performance, the committee used the following companies (the “competitor companies”):²

These companies includeThis list includes both broad-based and niche suppliers that operate in our key markets or offer technology that competes with our products. The committee considers annually whether the list is still appropriate in terms of revenue, market capitalization and changes in business activities of the companies. In July 2011,The committee made no change to the committee decided to remove National Semiconductor Corporation becauselist of its pending acquisition by TI and to add Atmel and NXP, which are TI competitors, to increase the overall comparability of the group to TI.

competitor companies in 2013.

____________________

The committee spent extensive time in December and January assessing TI’s results and strategic progress for 2011.2013. The committee considered both quantitative and qualitative data, and it applied judgment in its assessment. Overall, the committee determined that TI’s absolute performance was below that ofbetter than the prior year. Absolute performance in the company’s core businesses was stronger versus a year ago, and that its relative performance for total TI was, mixed, surpassingagain, better on most competitors listed in the table above in operating profitability, total shareholder return and strategic position, but below competitors in revenue growth.
measures (see list of competitor companies above). The committee setalso noted the named executive officers’ bonus to be commensurateincreasing strength of TI’s strategic position. Commensurate with this performance, generallythe committee set bonuses for executive officers about 10 percent lowerhigher than that of 2010.
the prior year. Below are details of the committee’s performance assessment.

Revenue and margin

• TI revenue declined 24.8 percent, which was below the median growth rate of the competitor companies. However, TI’s revenueincluded a $600this included a$730 million decline in revenue forfrom legacy wireless digital basebands, a product lineproducts, for which TIthe company has ahad publicly statedexit plan.stated exit plans fora number of years. Excluding baseband revenue ($1.1 billion),the legacy wireless products, TI’s revenue grew 3about 1 percent, better than the median as compared withrateof competitors.³Revenue grew infor the company’s core businesses of Analog and Embedded Processing was up 72.8 percent and 28.6 percent, respectively, resultingrespectively. This resulted in market share gains for each.both businesses.
• Operating profit margin was 22 percent. This placed the company above median as compared with competitors. Return oninvested capital was 1423.2 percent, above the company’s cost of capital.median comparison with competitors.
• Three-year metrics were 3-4.4 percent compounded annual revenue growth and 2420.1 percent average operating profit margin, belowandbelow and above the median, respectively, as compared with competitor companies.competitors. (Without the impact of the legacy wireless productsmentioned above, three-year compounded revenue growth was 1.9 percent, above the median comparison with competitors.)

Total shareholder return (“TSR”)(TSR)

• TSR declined 9was 46.3 percent, butwhich was abovebetter than the median performance of competitor comparisons.competitors.
• The company again generated strong cash, with free cash flow at 24.4 percent of revenue.⁴More than 100 percent of freecash flow was returned cash to stockholdersshareholders in 2013 through stockshare repurchases and dividends. Share repurchases of $2 billion, reducing$2.9 billionreduced outstanding shares by 2 percent(net2.3 percent (net of stock issuances during the year). The company also increased the quarterly dividend rate increased twice,by 3133.3 percent the ninthincreaseand 7.1 percent, respectively (the 11^thand 12^thincreases in eight years.
• Even accounting for the above stockten years). These share repurchases and dividendincreases are an important element of TI’s capital management strategy. TI’s business model, with its focus on Analog andEmbedded Processing semiconductors, allows the company to consistently generate cash and return it to shareholders, whichputs TI within a unique group of companies that do so.
• The balance sheet remained robust, ending the yearwithyear with cash and short-term investments of almost $3$3.8 billion.
• Three-year TSR increased 2613.2 percent, nearabove the median performance of competitor comparisons.competitors.

Strategic progress

• The company completed a major stepcompany’s efforts over the past five years to focus on Analog and Embedded Processing semiconductors have yieldedstrong results. Almost 80 percent of revenue in strengthening its Analog competitiveness2013 came from these core businesses, which serve markets with thousands ofpossible applications and have dependable long-term growth opportunities. The company’s customer base is highly diverse, withno single customer representing more than 7 percent of total revenue.
• The successful integration of National Semiconductor continued, with the acquisitionassociated product lines gaining market share in 2013,a year ahead of National
  Semiconductor, adding thousands of new analog products to its existing portfolio and increasing the company’s manufacturingcapability with the addition of two wafer fabs and an assembly/test facility. As a result, half the company’s revenue now comesfrom Analog sales and TI offers customers an unparalleled breadth of product choices.schedule.
• Also of note were the company’s strategic access to low-cost capacity for future revenue growth, and its strong customer andmarket share position in reviewing strategic progress for 2011,China.
• In all, the committee again notedconcluded that TI is focused on segmentsthe strategic condition of the semiconductormarket that have long-term growth potential thankscompany continued to the manyimprove and increasing number of electronic systems that requireAnalog and Embedded Processing technology. TI’s positions, strategies, products and manufacturing capacity give the companya sustainable advantage over competitors, as evidenced by market share gains in both in 2011.provides a sustainablecompetitive advantage.

Performance Summary

CAGR = compound(compound annual growth rate

ROIC = operating margin x (1 – tax rate) / (assets – non-debt liabilities)is calculated using the formula (Ending Value/Beginning Value)^{1/number of years}-1.

Before setting the bonuses for the named executive officers, the committee considered the officers’ individual performance. The performance of the CEO was judged according to the performance of the company. For the other officers, the committee considered the factors described below in assessing individual performance. In making this assessment, the committee did not apply any formula or performance targets.
Mr. March is the chief financial officer. The committee noted the financial management of the company.
    Mr. LoweCrutcher is responsible for the company’s analog semiconductor product lines. The committee noted the financial performance of those product lines, including the company’s analog market share, and thestrategic position of the operations strategically and with customers. product lines.
    Mr. Ritchie is responsible for the company’s semiconductor manufacturing operations. The committee noted the performance of those operations, including their cost-competitiveness and inventory management.
    Mr. CrutcherDelagi is responsible for the company’s embedded processing and custom product lines. The committee noted the financial performance and strategic position of thethese product lines.
    The bonuses awarded for 20112013 performance are shown in the table below.on page 77. The differences in the amounts awarded to the named executive officers were primarily the result of differences in the officers’ level of responsibility and the applicable market level of total cash compensation expected to be paid to similarly situated officers in the Comparator Group. The increase in Mr. Crutcher’s bonus for 2011 as compared to 2010 reflects his first full year at his current level of responsibility. The bonus of each named executive officer was paid under the Executive Officer Performance Plan described on pages 7880 and 81.83.

Results of the compensation decisions – Results of the compensation decisions made by the committee relating to the named executive officers for 20112013 are summarized in the following table. This table is provided as a supplement to the summary compensation table on page 7981 for investors who may find it useful to see the data presented in this form. Although the committee does not target a specific level of total compensation, it considers information similar to that in the table to ensure that the sum of these elements is, in its judgment, in a reasonable range. The principal differences between this table and the summary compensation table are explained in footnote 35 below.³⁵

For Mr. Lowe, the “Total” is about even for 2011 as compared to 2010. For Mr. Crutcher, the “Total” is lower for 2011 due to the restricted stock unit award he received in September 2010, when he became an executive officer (reflected on pages 72Messrs. Templeton and 83). For the other named executive officers, including Mr. Templeton,Ritchie, the “Total” was higher for 20112013 than for 2012 primarily due to the combination of higher bonus levels and the higher grant date fair value of their equity compensation.

For Mr. March, the “Total” was essentially unchanged for 2013 as compared to 2012. For the other officers, the ”Total” was lower for 2013 due to the lower grant date fair value of their equity compensation.

____________________

     The compensation decisions shown above resulted in the following 20112013 compensation mix for the named executive officers:

Equity dilution
The Compensation Committee’s goal is to keep net annual dilution from equity compensation under 2 percent. “Net annual dilution” means the number of shares under equity awards granted by the committee each year to all employees (net of award forfeitures) as a percentage of the shares of the company’s outstanding common stock. Equity awards granted in 20112013 under the company’s equity-compensation program resulted in 01.3 percent net annual dilution.

Process for equity grants
The Compensation Committee makes grant decisions for equity compensation at its January meeting each year. The dates on which these meetings occur are generally set three years in advance. The January meetings of the board and the committee generally occur in the week or two before we announce our financial results for the previous quarter and year.
On occasion, the committee may grant stock options or restricted stock units to executives at times other than January. For example, it has done so in connection with job promotions and for purposes of retention.
    We do not back-date stock options or restricted stock units. We do not accelerate or delay the release of information due to plans for making equity grants.
    Under the committee’s policy, ifIf the committee meeting falls in the same month as the release of the company’s financial results, the committee’s practice is to make grants approved ateffective (i) after the meeting will be made effectiveresults have been released or (ii) on the later of (i) the meeting day or (ii) the third trading day after the release of results. Otherwise they will be madeif later. In other months, its practice is to make them effective on the day of committee action. The exercise price of stock options is the closing price of TI stock on the effective date of the grant.

Recoupment policy
The committee has a policy concerning recoupment (“clawback”) of executive bonuses and equity compensation. Under the policy, in the event of a material restatement of TI’s financial results due to misconduct, the committee will review the facts and circumstances and take the actions it considers appropriate with respect to the compensation of any executive officer whose fraud or willful misconduct contributed to the need for such restatement. Such action may include (a) seeking reimbursement of any bonus paid to such officer exceeding the amount that, in the judgment of the committee, would have been paid had the financial results been properly reported and (b) seeking to recover profits received by such officer during the twelve months after the restated period under equity compensation awards. All determinations by the committee with respect to this policy are final and binding on all interested parties.

Most recent stockholder advisory vote on executive compensation
In April 2011,2013, our shareholders cast an advisory vote on the company’s executive compensation decisions and policies as disclosed in the proxy statement issued by the company in March 2011.2013. Approximately 9695 percent of the shares voted on the matter were cast in support of the compensation decisions and policies as disclosed. The committee considered this result and determined that it was not necessary at this time to make any material changes to the company’s compensation policies and practices in response to the advisory vote.

Benefits

Reflecting the company’s culture of respect and value for all employees, the financial and health benefits received by executive officers are the same as those received by other U.S. employees except for the few benefits described under the sub-heading Other Benefits in the last paragraph of this section.

Retirement plans
The executive officers participate in our retirement plans under the same rules that apply to other U.S. employees. We maintain these plans to have a competitive benefits program and for retention.
Like other established U.S. manufacturers, we have had a U.S. qualified defined benefit pension plan for many years. At its origin, the plan was designed to be consistent with those offered by other employers in the diverse markets in which we operated, which at the time included consumer and defense electronics as well as semiconductors and materials products. In order to limit the cost of the plan, we closed the plan to new participants in 1997. We gave U.S. employees as of November 1997 the choice to remain in the plan, or to have their plan benefits frozen (i.e., no benefit increase attributable to years of service or change in eligible earnings) and begin participating in an enhanced defined contribution plan. Mr. Templeton and Mr. Crutcher chose not to remain in the defined benefit plan. As a result, their benefits under that plan were frozen in 1997 and they participate in the enhanced defined contribution plan. The other named executive officers have continued their participation in the defined benefit pension plan.
    The Internal Revenue Code (IRC) imposes certain limits on the retirement benefits that may be provided under a qualified plan. To maintain the desired level of benefits, we have non-qualified defined benefit pension plans for participants in the qualified pension plan. Under the non-qualified plans, participants receive benefits that would ordinarily be paid under the qualified pension plan but for the limitations under the IRC. For additional information about the defined benefit plans, please see pages 85-87.86-90.
    Employees accruing benefits in the qualified pension plan, including the named executive officers other than Mr. Templeton and Mr. Crutcher, also are eligible to participate in a qualified defined contribution plan that provides employer matching contributions. The enhanced defined contribution plan, in which Mr. Templeton and Mr. Crutcher participate, provides for a fixed employer contribution plus an employer matching contribution.
In general, if an employee who participates in the pension plan (including an employee whose benefits are frozen as described above) dies after having met the requirements for normal or early retirement, his or her beneficiary will receive a benefit equal to the lump-sum amount that the participant would have received if he or she had retired before death. In 2011,2013, having reached the age of 55 with at least 20 years of employment, Mr. Templeton, Mr. March and Mr. Ritchie met the requirementswere eligible for early retirement under the pension plans. None of the other named executive officers was retirement-eligible under the plans.
    Because benefits under the qualified and non-qualified defined benefit pension plans are calculated on the basis of eligible earnings (salary and bonus), an increase in salary or bonus may result in an increase in benefits under the plans. Salary or bonus increases for Mr. Templeton and Mr. Crutcher do not result in greater benefits for them under the company’s defined benefit pension plans because their benefits under those plans were frozen in 1997. The committee considers the potential effect on the executives’ retirement benefits when it sets salary and performance bonus levels.

Deferred compensation
Any U.S. employee whose base salary and management responsibility exceed a certain level may defer the receipt of a portion of his or her salary, bonus and profit sharing. Rules of the U.S. Department of Labor require that this plan be limited to a select group of management or highly compensated employees. The plan allows employees to defer the receipt of their compensation in a tax-efficient manner. Eligible employees include, but are not limited to, the executive officers. We have the plan to be competitive with the benefits packages offered by other companies.
    The executive officers’ deferred compensation account balances are unsecured and all amounts remain part of the company’s operating assets. The value of the deferred amounts tracks the performance of investment alternatives selected by the participant. These alternatives are a subset of those offered to participants in the defined contribution plans described above. The company does not guarantee any minimum return on the amounts deferred. In accordance with SEC rules, no earnings on deferred compensation are shown in the summary compensation table on page 7981 for 20112013 because no “above-market”“above market” rates were earned on deferred amounts in 2011.that year.

Employee stock purchase plan
Our shareholders approved the TI Employees 2005 Stock Purchase Plan in April 2005. Under the plan, all employees in the U.S. and certain other countries may purchase a limited number of shares of the company’s common stock at a 15 percent discount. The plan is designed to offer the broad-based employee population an opportunity to acquire an equity interest in the company and thereby align their interests with those of shareholders. Consistent with our general approach to benefit programs, executive officers are also eligible to participate.

Health-related benefits
Executive officers are eligible under the same plans as all other U.S. employees for medical, dental, vision, disability and life insurance. These benefits are intended to be competitive with benefits offered in the semiconductor industry.