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Investor Presentaiton

With the advice of its compensation consultant, the committee decided to remove four companies from the Comparator Group and to add eight. The resulting Comparator Group was used for the bonus decisions in January 2017 relating to 2016 performance. As reconstituted, the Comparator Group companies (1) are U.S.-based, (2) engage in the semiconductor business, other electronics or information technology activities or use sophisticated manufacturing processes, (3) have executive positions comparable in complexity to those of TI and (4) use forms of executive compensation comparable to TI's. The table below compares the current Comparator Group to TI in terms of revenue and market capitalization. Revenue Company Intel Corporation Cisco Systems, Inc. ** Honeywell International Inc. ** Accenture PLC ** 3M Company ** Medtronic Public Limited Company QUALCOMM Corporation Thermo Fisher Scientific Inc. Emerson Electric Co. Western Digital Corporation Broadcom Limited ** TE Connectivity Ltd. Applied Materials, Inc. Corning Incorporated ** Motorola Solutions, Inc. Computer Sciences Corporation Analog Devices, Inc. Median ($ Billion) Market Cap ($ Billion) 57.9 173.4 48.9 153.3 39.3 88.5 35.3 72.5 30.1 107.1 ** 29.0 97.0 23.6 96.6 ** 18.0 56.8 14.5 36.7 14.3 19.8 13.2 70.9 12.2 24.5 10.8 34.4 9.1 23.1 5.8 13.9 5.4 8.1 3.4 22.3 14.5 56.8 Texas Instruments Incorporated 13.1 73.5 * Trailing four-quarter revenue is as reported by Thomson Reuters on January 4, 2017. Market capitalization is as of January 4, 2017, as reported by Thomson Reuters. ** Added in July 2016. Broadcom Corporation was removed after being acquired by Avago Technologies Limited; however, Avago Technologies Limited was renamed Broadcom Limited and was added to the list. Analysis of compensation determinations Total compensation Before finalizing the compensation of the executive officers, the committee reviewed all elements of compensation. The information included total cash compensation (salary, profit sharing and projected bonus), the grant date fair value of equity compensation, the impact that proposed compensation would have on other compensation elements such as pension, and a summary of benefits that the executives would receive under various termination scenarios. The review enabled the committee to see how various compensation elements relate to one another and what impact its decisions would have on the total earnings opportunity of the executives. In assessing the information, the committee did not target a specific level of total compensation or use a formula to allocate compensation among the various elements. Instead, it used its judgment in assessing whether the total was consistent with the objectives of the program. Based on this review, the committee determined that the level of compensation was appropriate. Base salary The committee set the 2016 rate of base salary for the named executive officers as follows: PROXY STATEMENT Officer R. K. Templeton. K. P. March B. T. Crutcher K. J. Ritchie S. A. Anderson 22 22 2016 Annual Rate Change from 2015 Annual Rate $ 1,166,000 2.0% $ 668,000 2.9% $ 825,000 3.1% $ 690,000 3.0% $ 618,000 3.0% TEXAS INSTRUMENTS 2017 PROXY STATEMENT
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