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Prospectus Supplement Filed Pursuant to Rule 424(b)(4)
To Prospectus Dated January 4, 2001 Registration No. 333-44572-01
333-44572
TEXAS INSTRUMENTS INCORPORATED
2,257,113 SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF TEXAS INSTRUMENTS TUCSON CORPORATION'S
4 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2007
This prospectus supplement amends and supplements, and should
be read in conjunction with, the prospectus, dated January 4, 2001 of Texas
Instruments Incorporated relating to the offering from time to time by certain
selling securityholders of up to 2,257,113 shares of Texas Instruments common
stock, par value $1.00 per share, issuable upon conversion of Texas Instruments
Tucson Corporation's 4 1/4% Convertible Subordinated Notes due 2007.
CHANGE IN SELLING SECURITYHOLDER INFORMATION
The table below sets forth information as of the date hereof
concerning beneficial ownership of the notes and underlying common stock of the
selling securityholders listed below. All information concerning beneficial
ownership has been furnished by the selling securityholders.
PRINCIPAL
AMOUNT AT
MATURITY OF
NOTES SHARES OF
BENEFICIALLY PERCENTAGE COMMON STOCK PERCENTAGE OF
OWNED THAT OF NOTES THAT MAY COMMON STOCK
NAME OF SELLING SECURITYHOLDER MAY BE SOLD OUTSTANDING BE SOLD(1) OUTSTANDING(2)
------------------------------ ------------ ----------- ------------ --------------
Morgan Stanley Dean Witter Convertible $2,000,000 * 44,995 *
Securities Trust
----------
* Less than 1%
(1) Assumes conversion of all of the holder's notes at a conversion price
of approximately $44.45 per share of Texas Instruments common stock.
However, this conversion price will be subject to adjustment as
described under "Description of Notes - Conversion of Notes" in the
prospectus. As a result, the amount of Texas Instruments common stock
issuable upon conversion of the notes may decrease in the future.
(2) Calculated based on Rule 13d-3(d)(i) of the Securities and Exchange Act
using 1,735,505,241 shares of Texas Instruments common stock issued and
outstanding as of March 19, 2001. Assumes the number of shares of Texas
Instruments common stock issuable upon conversion of all of that
particular holder's notes are outstanding. However, this does not
include the conversion of any other holder's notes.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 3 OF THE PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus Supplement is March 22, 2001.