TEXAS INSTRUMENTS INC — Director's Dealing 2014

May 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2014-05-12

Reporting Person: RITCHIE KEVIN J (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-12	Common Stock	M	100000	$32.55	Acquired	324661	Direct
2014-05-12	Common Stock	M	100000	$28.32	Acquired	424661	Direct
2014-05-12	Common Stock	M	100000	$29.79	Acquired	524661	Direct
2014-05-12	Common Stock	M	46875	$23.05	Acquired	571536	Direct
2014-05-12	Common Stock	S	346875	$46.9391	Disposed	224661	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-12	NQ Stock Option (Right to Buy)	$32.55	M	100000	Disposed	2016-01-19	Common Stock (100000)	Direct
2014-05-12	NQ Stock Option (Right to Buy)	$28.32	M	100000	Disposed	2017-01-18	Common Stock (100000)	Direct
2014-05-12	NQ Stock Option (Right to Buy)	$29.79	M	100000	Disposed	2018-01-25	Common Stock (100000)	Direct
2014-05-12	NQ Stock Option (Right to Buy)	$23.05	M	46875	Disposed	2020-01-28	Common Stock (46875)	Direct

Footnotes

F1: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $46.8500 to $47.0200. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F2: The option becomes exercisable in four equal annual installments beginning on January 19, 2007.

F3: The option becomes exercisable in four equal annual installments beginning on January 18, 2008.

F4: The option becomes exercisable in four equal annual installments beginning on January 25, 2009.

F5: The option becomes exercisable in four equal annual installments beginning on January 28, 2011.