Investor Presentaiton

D. E. With respect to service on the Compensation Committee, the board will consider all factors that it deems relevant to determining whether a director has a relationship to the company that is material to that director's ability to be independent from management in connection with the duties of a Compensation Committee member, including but not limited to: 1. 2. The source of compensation of the director, including any consulting, advisory or compensatory fee paid by the company to the director; and Whether the director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company. For any other relationship, the determination of whether it would interfere with the director's exercise of independent judgment in carrying out his or her responsibilities, and consequently whether the director involved is independent, will be made by directors who satisfy the independence criteria set forth in this section. For purposes of these independence determinations, "company" and "family member" will have the same meaning as under NASDAQ rules. Board organization Board and committee meetings During 2016, the board held ten meetings. The board has three standing committees described below. The committees of the board collectively held 29 meetings in 2016. Each director attended at least 75 percent of the board and relevant committee meetings combined. Overall attendance at board and committee meetings was approximately 97 percent. Committees of the board Audit Committee The Audit Committee is a separately designated standing committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. All members of the Audit Committee are independent under NASDAQ rules and the board's corporate governance guidelines. From July 14, 2015, to April 21, 2016, the committee members were Mr. Babb (chair), Mr. Blinn, Ms. Clark and Ruth J. Simmons (who reached the age of 70 by the 2016 annual meeting and was therefore ineligible to stand for re-election). From April 22, 2016, to July 19, 2016, the committee members were Mr. Babb (chair), Mr. Blinn and Ms. Clark. Since July 20, 2016, the committee members have been Mr. Babb (chair), Mr. Blinn, Ms. Clark and Ms. Hobby with Mr. Bluedorn joining the committee March 1, 2017. The Audit Committee is generally responsible for: • Appointing, compensating, retaining and overseeing TI's independent registered public accounting firm. • Reviewing the annual report of TI's independent registered public accounting firm related to quality control. • • • • Reviewing TI's annual and quarterly reports to the SEC, including the financial statements and the "Management's Discussion and Analysis" portion of those reports, and recommending appropriate action to the board. Reviewing TI's audit plans. Reviewing before issuance TI's news releases regarding annual and interim financial results and discussing with management any related earnings guidance that may be provided to analysts and rating agencies. Discussing TI's audited financial statements with management and the independent registered public accounting firm, including a discussion with the firm regarding the matters required to be reviewed under applicable legal or regulatory requirements. Reviewing relationships between the independent registered public accounting firm and TI. Reviewing and discussing the adequacy of TI's internal accounting controls and other factors affecting the integrity of TI's financial reports with management and with the independent registered public accounting firm. • Creating and periodically reviewing TI's whistleblower policy. • Reviewing TI's risk assessment and risk management policies. • Reviewing TI's compliance and ethics program. • Reviewing a report of compliance of management and operating personnel with TI's code of conduct, including TI's conflict of interest policy. Reviewing TI's non-employee-related insurance programs. • • Reviewing changes, if any, in major accounting policies of the company. • Reviewing trends in accounting policy changes that are relevant to the company. • Reviewing the company's policy regarding investments and financial derivative products. TEXAS INSTRUMENTS • 2017 PROXY STATEMENT 11 PROXY STATEMENT

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