TEXAS INSTRUMENTS INC — Director's Dealing 2013

May 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2013-05-06

Reporting Person: Whitaker Darla H (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-06	Common Stock	M	15000	$32.39	Acquired	131667	Direct
2013-05-06	Common Stock	S	15000	$37.08	Disposed	116667	Direct
2013-05-06	Common Stock	M	10000	$32.39	Acquired	10000	Indirect
2013-05-06	Common Stock	S	10000	$37.07	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-06	NQ Stock Option (Right to Buy)	$32.39	M	15000	Disposed	2014-01-14	Common Stock (15000)	Direct
2013-05-06	NQ Stock Option (Right to Buy)	$32.39	M	10000	Disposed	2014-01-14	Common Stock (10000)	Indirect

Footnotes

F1: Sales effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on 2-6-2013. The sales were at prices ranging from $36.90 to $37.23. The price in Table I is the weighted average sale price. The issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F2: Sales effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on 2-6-2013. The sales were at prices ranging from $36.90 to $37.21. The price in Table I is the weighted average sale price. The issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F3: The option becomes exercisable in four equal annual installments beginning on January 14, 2005.