Investor Presentaiton

Comparator group The Compensation Committee considers the market level of compensation when setting the salary, bonuses and equity compensation of the executive officers. The committee targets salary below market median in order to weight total compensation to performance-based elements. To estimate the market level of pay, the committee uses information provided by its compensation consultant and TI's Compensation and Benefits organization about compensation paid to executives in similar positions at a peer group of companies (the "Comparator Group"). The committee sets the Comparator Group. Historically, the Comparator Group companies (1) are U.S.-based, (2) engage in the semiconductor business or other electronics or information technology activities, (3) have executive positions comparable in complexity to those of TI and (4) use forms of executive compensation comparable to TI's. Shown in the table below is the Comparator Group used for the compensation decisions for 2016. Analog Devices, Inc. Applied Materials, Inc. Broadcom Corporation Computer Sciences Corporation eBay Inc. * EMC Corporation * Emerson Electric Co. Intel Corporation Motorola Solutions, Inc. QUALCOMM Incorporated Seagate Technology * TE Connectivity Ltd. Western Digital Corporation Xerox Corporation * * Removed in July 2016 The committee set the Comparator Group in July 2015 for the base salary and equity compensation decisions it made in January 2016. For a discussion of the factors considered by the committee in setting the Comparator Group in July 2015, please see "Comparator group" on pages 19-20 of the company's 2016 proxy statement. In July 2016, the committee conducted its regular review of the Comparator Group in terms of industry, revenue and market capitalization and noted that with recent merger, divestiture and reorganization activity, certain companies had either been eliminated or were no longer appropriate. The committee determined that with few direct competitors of similar size and complexity as the company, the peer group should be broadened to incorporate industries of similar size and complexity, including companies that use sophisticated manufacturing processes. Potential additions to the Comparator Group were screened based on financial comparability to company metrics, including market capitalization to revenue ratios, operating margin and free cash flow margin. TEXAS INSTRUMENTS • 2017 PROXY STATEMENT 21 21 PROXY STATEMENT

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