Investor Presentaiton
Annually the independent registered public accounting firm and the director of internal audits present to the Audit Committee
services expected to be performed by the firm over the next 12 months. The Audit Committee reviews and, as it deems
appropriate, pre-approves those services. The services and estimated fees are presented to the Audit Committee for consideration
in the following categories: Audit, Audit-related, Tax and All Other (each as defined in Schedule 14A of the Securities Exchange
Act). For each service listed in those categories, the committee receives detailed documentation indicating the specific services to
be provided. The term of any pre-approval is 12 months from the date of pre-approval, unless the Audit Committee specifically
provides for a different period. The Audit Committee reviews on at least a quarterly basis the services provided to date by the firm
and the fees incurred for those services. The Audit Committee may revise the list of pre-approved services and related fees from
time to time, based on subsequent determinations.
In order to respond to time-sensitive requests for services that may arise between regularly scheduled meetings of the Audit
Committee, the committee has delegated pre-approval authority to its Chair (the Audit Committee does not delegate to
management its responsibilities to pre-approve services). The Chair reports pre-approval decisions to the Audit Committee and
seeks ratification of such decisions at the Audit Committee's next scheduled meeting.
The Audit Committee or its Chair pre-approved all services provided by Ernst & Young during 2016.
The board of directors recommends a vote FOR ratification of the appointment of Ernst & Young LLP as the company's
independent registered public accounting firm for 2017.
PROXY STATEMENT
Additional information
Voting securities
As stated in the notice of annual meeting, holders of record of the common stock at the close of business on February 21, 2017,
may vote at the meeting or any adjournment of the meeting. As of February 21, 2017, 999,639,733 shares of TI common stock
were outstanding. This is the only class of capital stock entitled to vote at the meeting. Each holder of common stock has one vote
for each share held.
Security ownership of certain beneficial owners
The following table shows the only persons who have reported beneficial ownership of more than 5 percent of the common stock
of the company by virtue of filing a schedule 13G with the SEC. Persons generally "beneficially own" shares if they have the right
to either vote those shares or dispose of them. More than one person may be considered to beneficially own the same shares.
Name and Address
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
Capital Research Global Investors (2)
333 South Hope Street
Los Angeles, CA 90071
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
Shares Owned at
December 31, 2016
Percent
of Class
76,095,137 (1)
7.64%
64,081,361 (3)
6.43%
62,941,800 (4)
6.32%
Capital World Investors (2)
333 South Hope Street
Los Angeles, CA 90071
53,007,241 (5)
5.32%
(1) According to its Form 13G filing, The Vanguard Group has sole voting power for 1,566,804, shared voting power for 188,609,
sole dispositive power for 74,355,091 and shared dispositive power for 1,740,046 of these shares.
(2) A division of Capital Research and Management Company (CRMC).
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TEXAS INSTRUMENTS • 2017 PROXY STATEMENTView entire presentation