Investor Presentaiton
The committee has received the written disclosures and the letter from the independent registered public accounting firm required
by the applicable requirements of the Public Company Accounting Oversight Board, regarding the independent registered public
accounting firm's communications with the Audit Committee concerning independence, and has discussed with Ernst & Young the
firm's independence.
Based on the review and discussions referred to above, the committee recommended to the board of directors that the audited
financial statements be included in the company's annual report on Form 10-K for 2016 for filing with the SEC.
Ralph W. Babb, Jr., Chair
Mark A. Blinn
Janet F. Clark
Jean M. Hobby
Proposal to ratify appointment of independent registered public accounting firm
The Audit Committee of the board has the authority and responsibility for the appointment, compensation, retention and oversight
of the work of TI's independent registered public accounting firm. The Audit Committee has appointed Ernst & Young LLP to be TI's
independent registered public accounting firm for 2017.
TI has engaged Ernst & Young or a predecessor firm to serve as the company's independent registered public accounting firm for
over 60 years. In order to assure continuing auditor independence, the Audit Committee periodically considers whether the annual
audit of TI's financial statements should be conducted by another firm.
The lead audit partner on the TI engagement serves no more than five consecutive years in that role, in accordance with SEC rules.
The Audit Committee Chair and management have direct input into the selection of the lead audit partner.
The members of the Audit Committee and the board believe that the continued retention of Ernst & Young to serve as the
company's independent registered public accounting firm is in the best interest of the company and its investors. Consequently,
the board asks the stockholders to ratify the appointment of Ernst & Young. If the stockholders do not ratify the appointment, the
Audit Committee will consider whether it should appoint another independent registered public accounting firm.
Representatives of Ernst & Young are expected to be present, and to be available to respond to appropriate questions, at the
annual meeting. They have the opportunity to make a statement if they desire to do so; they have indicated that, as of this date,
they do not.
The fees for services provided by Ernst & Young to the company are described below:
Audit
Audit-Related
Tax
All Other
2016
2015
$ 9,664,000 $ 9,096,000
$ 795,000
$ 789,000
$ 3,238,000
$
$ 2,827,000
28,000 $
29,000
The services provided were as follows:
Audit: our annual audit, including the audit of internal control over financial reporting, reports on Form 10-Q, assistance with public
debt offerings, statutory audits required internationally and accounting consultations.
Audit-related: including employee benefit plan audits and certification procedures relating to compliance with local-government or
other regulatory standards for various non-U.S. subsidiaries.
Tax: professional services for tax compliance (preparation and review of income tax returns and other tax-related filings) and tax
advice on U.S. and foreign tax matters.
All Other: TI Foundation audit and training.
Pre-approval policy. The Audit Committee is required to pre-approve the audit and non-audit services to be performed by the
independent registered public accounting firm in order to assure that the provision of such services does not impair the firm's
independence.
TEXAS INSTRUMENTS • 2017 PROXY STATEMENT
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