Investor Presentaiton

• 2016 compensation decisions for the CEO: о Base salary was increased by 2 percent over 2015. о • The bonus decision was based primarily on the following performance results in 2016: The grant date fair value of equity compensation awarded in 2016 was unchanged from 2015. 2016 Absolute Performance Revenue Growth: Total TI 2.8% Profit from Operations as a % of Revenue (PFO%) 35.9% Total Shareholder Return (TSR) 36.7% Year-on-Year Change in CEO Bonus (2016 bonus compared with 2015) 0% change 2016 Relative Performance* Below median Above median Above median * Relative to semiconductor competitors as outlined under "Comparator group." Includes estimates and projections of certain competitors' financial results. See "Analysis of compensation determinations - Bonus - Assessment of 2016 performance" for details of the Compensation Committee's assessment of TI's performance. (It is important to note that the median growth rate of competitor companies includes the effect of acquisitions, whereas TI's growth rate is entirely organic. If the effect of acquisitions were excluded from competitor companies, we estimate that TI's growth rate would be at or above the median growth rate.) Our executive compensation program is designed to encourage executive officers to pursue strategies that serve the interests of the company and shareholders, and not to promote excessive risk-taking by our executives. It is built on a foundation of sound corporate governance and includes: о Executive officers do not have employment contracts and are not guaranteed salary increases, bonus amounts or awards of equity compensation. • We have never repriced stock options. We do not grant reload options. We grant equity compensation with double- trigger change-in-control terms, which accelerate the vesting of grants only if the grantee has been terminated involuntarily within a limited time after a change in control of the company. о о о о Bonus and equity compensation awards are subject to clawback as described under "Recoupment policy" below. We do not provide excessive perquisites. We provide no tax gross-ups for perquisites. We do not guarantee a return or provide above-market returns on compensation that has been deferred. Pension benefits are calculated on salary and bonus only; the proceeds earned on equity or other performance awards are not part of the pension calculation. Detailed discussion Compensation philosophy and elements The Compensation Committee of TI's board of directors is responsible for setting the compensation of all TI executive officers. The committee consults with the other independent directors and its compensation consultant, Pearl Meyer & Partners, before setting annual compensation for the executives. The committee chair regularly reports on committee actions at board meetings. The primary elements of our executive compensation program are as follows: Near-term compensation, paid in cash Base Salary Purpose Strategy Basic, least variable form of compensation, designed to provide a stable source of income Pay below market median in order to weight total compensation to the performance-based elements described below Terms Paid twice monthly TEXAS INSTRUMENTS • 2017 PROXY STATEMENT 19 PROXY STATEMENT

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