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Investor Presentaiton

One-year TSR % = (adjusted closing price of the company's stock at year-end 2016, divided by 2015 year-end adjusted closing price) minus 1. The adjusted closing price is as shown under Historical Prices for the company's stock on Yahoo Finance and reflects stock splits and reinvestment of dividends. Three-year TSR CAGR % = (adjusted closing price of the company's stock at year-end 2016, divided by 2013 year-end adjusted closing price) 1/3 minus 1. Adjusted closing price is as described above. Before setting the bonuses for the named executive officers, the committee considered the officers' individual performance. The performance of Mr. Templeton was judged according to the performance of the company. For the other officers, the committee considered the factors described below in assessing individual performance. In making this assessment, the committee did not apply any formula or performance targets. Mr. March is the chief financial officer. The committee noted the financial management of the company. Mr. Crutcher is responsible for all of the company's product lines and sales activities. The committee noted the financial performance and strategic position of the product lines and activities for which he is responsible. Mr. Anderson is responsible for the company's analog semiconductor product lines. The committee noted the financial performance and strategic position of the product lines for which he is responsible. Mr. Ritchie is responsible for the company's semiconductor manufacturing operations. The committee noted the performance of those operations, including their cost-competitiveness and inventory management. The bonuses awarded for 2016 performance are shown in the table below. The differences in the amounts awarded to the named executive officers were primarily the result of differences in the officers' level of responsibility and the applicable market level of total cash compensation expected to be paid to similarly situated officers at companies within the Comparator Group. The bonus of each named executive officer was paid under the Executive Officer Performance Plan described under "Consideration of tax and accounting treatment of compensation" and footnote 3 to the 2016 summary compensation table. Results of the compensation decisions Results of the compensation decisions made by the committee relating to the named executive officers for 2016 are summarized in the following table. This table is provided as a supplement to the summary compensation table for investors who may find it useful to see the data presented in this form. Although the committee does not target a specific level of total compensation, it considers information similar to that in the table to ensure that the sum of these elements is, in its judgment, in a reasonable range. Officer R. K. Templeton. Equity Compensation (Grant Date Fair Value) $ 9,800,055 $9,800,023 $ 9,800,034 Total $ 14,648,872 $ 14,596,900 $ 14,528,975 $ 4,611,318 $ 4,574,775 $ 4,535,923 Year Salary (Annual Rate) Profit Sharing 2016 $ 1,166,000 2015 $ 1,143,000 $ 232,817 $ 203,877 2014 $ 1,110,000 $ 168,941 Bonus $ 3,450,000 $ 3,450,000 $ 3,450,000 K. P. March 2016 $ 668,000 $ 133,283 2015 $ 649,000 $ 115,758 2014 $630,000 $ 95,884 $ 1,110,000 $ 1,110,000 $ 1,110,000 $ 2,700,035 $ 2,700,017 $2,700,039 B. T. Crutcher 2016 $ 825,000 $164,583 2015 $ 800,000 2014 $ 775,000* $ 142,668 $ 112,860 $ 2,000,000 $ 1,750,000 $1,510,000 $ 5,500,031 $ 8,489,614 $ 5,500,029 $ 8,192,697 $ 4,500,008 $ 6,897,868 K. J. Ritchie 2016 $ 690,000 2015 $ 670,000 2014 $ 650,000 $ 137,667 $ 1,265,000 $ 4,000,014 $ 6,092,681 $ 119,498 $ 98,872 $ 1,265,000 $ 1,265,000 $ 4,000,045 $ 4,000,015 $ 6,054,543 $ 6,013,887 S. A. Anderson 2016 $ 618,000 2015 $ 600,000 2014 $ 550,000 * $123,300 $106,535 $ 77,635 $ 1,000,000 $ 1,000,000 $ 925,000 $ 3,800,028 $ 3,800,037 $ 5,541,328 $ 5,506,572 $ 4,700,042 $ 6,252,677 PROXY STATEMENT * Annual rate effective July 2014 26 TEXAS INSTRUMENTS • 2017 PROXY STATEMENT
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