2015 Annual Report Notice of 2016 Annual Meeting & Proxy Statement Richard K. Templeton To our shareholders: Chairman, President and Chief Executive Officer

As we close out 2015, I want to thank you for your investment and Another big change is the emergence of the World Wide Web as an confidence in . important decision point for design-ins and purchases. This has long been common for consumer goods but is newer for It was a good year and our financial results speak well of our company. technical and engineering-based buys. We’ve been investing for several Gross margin was 58.2 percent of revenue and operating margin was years to make TI.com the preferred source for analog and embedded 32.9 percent, both new records. Most importantly, free cash flow margin , and today we have what I believe is our industry’s very was a new record at 28.6 percent of revenue, up 170 basis points from best Web experience for design engineers. a year ago. After first investing in new technologies and products for our future, we again returned more than 100 percent of free cash flow Finally, new markets for semiconductors like industrial and automotive dollars to you, our shareholders, in the form of dividends and share are presenting new opportunities as the best sources of growth. This buybacks. Dividends per share increased to $1.52 annualized, up by is particularly good news, because while we aspire in all markets, a factor of 12 in the last decade, and shares outstanding decreased industrial and automotive applications are still in the early stages of to their lowest levels in almost 50 years. We accomplished all of this semiconductor adoption, and our own percentage of revenue from the despite a tepid economy accompanied by headwinds from foreign combination of both has jumped four points, to 46 percent, in just the exchange rates and some end markets. past few years.

As I’ve said before in my letters to you, the strength of our company’s I’ll close this letter by reaffirming our intent to care wisely for your performance starts with the right focus and the right strategies. We are investment in us. We know this requires discipline on our part to allocate solid here because we’ve anchored our business model in two pervasive our company’s capital to the best places with the best prospects for semiconductor technologies that are part of virtually every piece of long-term growth and returns. We spend a lot of time making sure we equipment in the world: analog and embedded processing. do this well because it makes the difference in whether we generate The semiconductors from these technologies have long life cycles and returns that are greater than our cost of capital. diverse market exposures that foster growth and good investment returns. They use mature, and therefore, lower-cost manufacturing The outcome of our investments to date has been a set of competitive processes and assets, which allow us to generate more cash and advantages that, taken together, separate us from our peers and are profitability. In 2015, 86 percent of our revenue came from the sale of difficult for others to replicate. These are: 1) our manufacturing strategy Analog and Embedded semiconductors, up from 83 percent in 2014. and technology, including 300-millimeter Analog manufacturing, 2) our Once again, we gained market share in both of these core businesses, broad product portfolio, 3) our unparalleled market reach, and 4) our the sixth consecutive year we’ve done so. diverse and long-lived product positions. They provide tangible benefits, among them: growth, profitability, strong cash generation, and many As you can see, our company has strengthened thanks to these markets and customers to ensure success is not dependent on a single strategies and investments that create long-term value. But we are application or buyer. As a result, TI is in a unique class of companies able not lulled into complacency by our success. We recognize that to grow, generate and return cash to shareholders, and we intend to stay fundamental changes are happening across our industry, and we are here for a long time to come. intent on recognizing and staying ahead of them in order to maximize our company’s competitiveness.

Among these changes is the accelerated rate of industry consolidation. Fortunately, we were in front of this curve several years ago when we acquired . As a result, our customers now have to a stronger and broader portfolio of Analog and Embedded semiconductors, and we are now enjoying more than an 8 percent return on our investment.

Note: Free cash flow (non-GAAP) = Cash flow from operations minus Capital expenditures. See page 21 for details. Form 10-K table of contents PART I Item 1. Business ...... 2 Item 1A. Risk Factors ...... 8 Item 1B. Unresolved Staff Comments ...... 13 Item 2. Properties ...... 13 Item 3. Legal Proceedings ...... 14 Item 4. Mine Safety Disclosures ...... 14

PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities .... 15 Item 6. Selected Financial Data ...... 16 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ...... 17 • Overview ...... 17 • Results of operations ...... 18 • Prior results of operations ...... 19 • Financial condition ...... 20 • Liquidity and capital resources ...... 21 • Non-GAAP financial information ...... 21 • Long-term contractual obligations ...... 22 • Critical accounting policies ...... 22 • Changes in accounting standards, Off-balance sheet arrangements, and Commitments and contingencies ...... 24 Item 7A. Quantitative and Qualitative Disclosures About Market Risk ...... 24 Item 8. Financial Statements and Supplementary Data ...... 26 • Consolidated Statements of Income ...... 27 • Consolidated Statements of Comprehensive Income ...... 28 • Consolidated Balance Sheets ...... 29 • Consolidated Statements of Cash Flows ...... 30 • Consolidated Statements of Stockholders’ Equity ...... 31 Notes to financial statements ...... 32 • (1) Description of business, including segment and geographic area information ...... 32 • (2) Basis of presentation and significant accounting policies and practices ...... 33 • (3) Restructuring charges/other ...... 38 • (4) Stock-based compensation ...... 39 • (5) Profit sharing plans ...... 43 • (6) Income taxes ...... 43 • (7) Financial instruments and risk concentration ...... 46 • (8) Valuation of debt and equity investments and certain liabilities ...... 46 • (9) Goodwill and acquisition-related intangibles ...... 48 • (10) Postretirement benefit plans ...... 49 • (11) Debt and lines of credit ...... 55 • (12) Commitments and contingencies ...... 56 • (13) Supplemental financial information ...... 57 • (14) Quarterly financial data (unaudited) ...... 59

TEXAS INSTRUMENTS i Report of independent registered public accounting firm ...... 60 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ...... 61 Item 9A. Controls and Procedures ...... 61 Item 9B. Other information ...... 63

PART III Item 10. Directors, Executive Officers and Corporate Governance ...... 63 Item 11. Executive Compensation ...... 63 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...... 63 Item 13. Certain Relationships and Related Transactions, and Director Independence ...... 64 Item 14. Principal Accountant Fees and Services ...... 64

PART IV Item 15. Exhibits, Financial Statement Schedules ...... 65 Notice regarding forward-looking statements ...... 67 Signatures ...... 68

Proxy statement table of contents

Notice of annual meeting of stockholders ...... 1 Table of contents ...... 2 Voting procedures and quorum ...... 3 Election of directors ...... 4 Board organization ...... 9 Director compensation ...... 13 Executive compensation ...... 16 Audit Committee report ...... 40 Proposal to ratify appointment of independent registered public accounting firm ...... 41 Proposal to approve amendment of the Texas Instruments 2009 Long-Term Incentive Plan ...... 42 Equity compensation plan information ...... 46 Additional information ...... 47 Notice regarding forward-looking statements ...... 52 Directions and other annual meeting information ...... 53 Appendix A (Non-GAAP reconciliations) ...... A-1 Appendix B (Texas Instruments 2009 Long-Term Incentive Plan) ...... B-1

Other information table of contents

Comparison of total shareholder return ...... 1 Notice regarding forward-looking statements ...... 1

ii TEXAS INSTRUMENTS atIIhro noprtsifrainb eeec oteRgsrn’ rx ttmn o h 06ana etn fstockholders. of meeting annual 2016 the for statement proxy Registrant’s the to reference by information incorporates hereof III Part of as Yes $53,229,272,810 approximately was Registrant Act). the the of of non-affiliates 12b-2 by Rule held 2015. in stock 30, defined voting June (as of company value shell market a aggregate is The Registrant the whether mark check by Indicate Rule smaller in a company” filer or reporting accelerated filer, “smaller Large non-accelerated and a filer,” filer, “accelerated Act. accelerated filer,” Exchange an accelerated the filer, “large of accelerated of 12b-2 10-K. large definitions Form a the statements this is See information to Registrant company. or amendment the reporting proxy not any whether definitive is or mark in chapter) 10-K check knowledge, this Form by Registrant’s of this Indicate (§229.405 the of S-K of III best Regulation Part the of in to 405 reference Item contained, by to be incorporated pursuant not filers will delinquent and such of herein, post disclosure contained and if during submit mark chapter) to check this required by of was Indicate (§232.405 Registrant S-T the every Regulation Yes that any, of period if 405 shorter site, Rule such Web to for files). corporate pursuant (or its posted months on and 12 Yes posted submitted preceding and be the such electronically to file submitted required to days. has File Securities required 90 Registrant Data the was past the Interactive of Registrant the whether 15(d) the for mark or that requirements check 13 period filing by Section shorter such Indicate by such to filed for subject be (or been to months has required 12 (2) reports preceding and all the reports), the filed during of has 1934 15(d) (1) of Section Registrant Act or the Exchange 13 whether Section mark to check pursuant by reports Indicate file to Yes required not Securities is the Registrant of the Act. 405 if Rule mark in check defined by as Indicate issuer, seasoned Yes well-known a is Registrant the Act. if mark check by Indicate ‘ È RNIINRPR USATT ETO 3O 5d FTESCRTE XHNEATO 1934 OF ACT EXCHANGE SECURITIES THE OF 15(d) OR 13 SECTION TO PURSUANT REPORT TRANSITION 1934 OF ACT EXCHANGE SECURITIES THE OF 15(d) OR 13 SECTION TO PURSUANT REPORT ANNUAL ‘ È È 20 IBuead als ea 75243 Texas Dallas, Boulevard, TI 12500 omnSok a au 10 h ADQGoa eetMarket Select Global The $1.00 value par Stock, Common Adeso rnia xctv fie)(i Code) (Zip Offices) Executive Principal of (Address No No No ,0,5,2 Nme fsae fcmo tc usadn so eray2,2016) 22, February of as outstanding stock common of shares of (Number 1,005,257,723 È ‘ Saeo noprto)(...Epoe dniiainNo.) Identification Employer (I.R.S. Incorporation) of (State ‘ il fec class each of Title eaae75-0289970 Delaware eitatsTlpoeNme,IcuigAe oe 214-479-3773 Code: Area Including Number, Telephone Registrant’s EA NTUET INCORPORATED INSTRUMENTS TEXAS È euiisrgsee usatt eto 2g fteAct: the of 12(g) Section to pursuant registered Securities EUIISADECAG COMMISSION EXCHANGE AND SECURITIES euiisrgsee usatt eto 2b fteAct: the of 12(b) Section to pursuant registered Securities ceeae filer Accelerated o h rniinpro rmto from period transition the for Eatnm fRgsrn sseiidi t charter) its in specified as Registrant of name (Exact o h iclya ne eebr3,2015 31, December ended year fiscal the for EA NTUET 05FR 0K1 10-K FORM 2015 • INSTRUMENTS TEXAS omsinFl ubr1-3761 Number File Commission ahntn ..20549 D.C. Washington, NTDSTATES UNITED OM10-K FORM ‘ OR o-ceeae filer Non-accelerated aeo ahecag nwihregistered which on exchange each of Name È È None No ‘ ‘ mle eotn company reporting Smaller ‘ No È ‘

FORM 10-K PART I 2 TEXAS INSTRUMENTS • 2015 FORM 10-K ITEM 1. Business. HVAL These include high-volume integrated ASSPsautomotive and safety high-volume devices, catalog touchscreen products. controllers, HVAL low-voltage products motor support drivers applications and like integrated motor controllers. Our Analog segment includes theHigh following Performance major Analog product (HPA) lines: and High Silicon Volume Valley Analog Analog & (SVA). Logic (HVAL), Power Management (Power), Sales of our Analog productsanalog generated semiconductors about was 64 $45 percent billion ofthe in our leading 2015. revenue position. Our in We Analog 2015. believe segment’s According we revenue to are in external well 2015 sources, positioned was the 18 to market percent increase for of our this market fragmented share over market, time. Analog generated $8.3 billion ofpressure revenue or in images, 2015. by Analog conditioning semiconductorsprocessed them, change by amplifying real-world other them signals, semiconductors, and such such often asevery as converting sound, electronic embedded them temperature, device processors. to by Analog a converting, semiconductors streamdevice distributing, also of is are storing, digital plugged used discharging, data into to isolating that a manage and canelectronics wall power measuring be and or in electrical industrial. running energy, off whether a the battery. Our Analog products are used in many markets, particularly personal Analog Our segments represent groups ofrequirements, similar product products characteristics, that manufacturing are combined processesmanagement and on allocates distribution the resources basis channels. and of Our measures similar segments results. design also Additional and reflect information development how regarding each segment follows. We sell catalog and application-specificproducts standard are semiconductor designed products, for both use ofmultiple by which years, many we with customers market some and/or to products many multiple(ASSPs) continuing applications. customers. are to The Catalog designed sell life for for cycles use decades ofare by after catalog generally a their products determined smaller initial generally number by release. span of end-equipment Application-specificacross customers upgrade standard multiple and cycles products generations are and of targeted can customers’ to bespecific products. a as customer We specific short to also application. as use sell The 12 in custom to lifefrom a semiconductor 24 cycles products specific products, months, of that application which although ASSPs are and are some differentiated are designed canto from sold for be customers. competitors’ only a used products. to Our that products customer. are The sold vast through majority of distribution our channels revenue and is directly derived Semiconductors are electronic components thatSemiconductors, serve generally as known the as building “chips,” blockselectronic combine inside circuit. multiple modern We transistors electronic have on systems tens a andand of single equipment. amplifying thousands piece signals, of of interfacing products material that with toimproving are other form signal used devices, a resolution. to managing complete This accomplish and broad many distributing portfolio different power, includes things, processing products such data, that as canceling are converting noise integral and to almost all electronic equipment. Product information We focus our resources onintrinsic Analog diversity and and Embedded need Processing for becausegeneration. less we This capital-intensive believe business manufacturing that model provide these is a segments’flow the combination long growth foundation of product is of stability, life important our profitability cycles, for capital andcapital maximizing management strong expenditures. shareholder strategy, cash value which over is the based long on term. our Free belief cash that flow free is cash cash flow from operations less We design and make semiconductorsoperations that in we 1930. sell We to are electronicsoperations incorporated designers in in and more Delaware, manufacturers than headquartered all 30 in overof countries. the Dallas, our We Texas, world. remaining have and We business two began have activities reportable design, in segments: manufacturing Other. Analog or In and sales 2015, Embedded we Processing. generated We $13 report billion the of results revenue.

FORM 10-K ircnrle rdcs nbigdt ob olce,tasitdadatdupon. acted and transmitted collected, be to data enabling wireless Zigbee products, many like microcontroller support standards products network speed, Connectivity wireless for Our low-power requirements application. including like the the requirements, and on these data, depending meet transfer vary to and security technologies connect and seamlessly power to distance, devices capability, electronic data enable that products include These broad into Connectivity sold also as are such They applications ADAS). of and class (infotainment specific a automotive for and applications. tailored infrastructure) industrial typically grid almost are or computations Processors automation mathematical data. (factory perform digital industrial DSPs improve processors. or applications process and to (DSPs) instantaneously processors signal digital include These are systems other Processors and sensors with no interface with or specific length, control of program that microcontrollers. set and components into a memory Analog integrated control for complexity. often to requirements designed minimal low are have and that to system peripherals tend operating Microcontrollers and memory equipment. core, electronic processor for a tasks with systems self-contained include These Connectivity. and Processors Microcontrollers, Microcontrollers lines: product major following leaders. the the includes among segment is time. Processing market over Embedded share fragmented Our market this the our of sources, increase share external to percent to 15 positioned According Our well 2015. 2015. are in in we revenue billion believe our $18 We of was percent processors 21 embedded about for generated market customer next. products our the Processing of to Embedded length generation of the product Sales increase one to from and tends software research investment re-use own This to their products. prefer invest our customers often on many customers operates because our that relationships that software is write products to Processing (R&D) Embedded development our of automotive. characteristic and important industrial An particularly systems markets, assistance highly many driver to in advanced toothbrushes used and electric are systems in products infotainment used Processing as products Embedded such low-cost performance, Our applications simple, of (ADAS). automotive from combinations in vary various used devices for devices The optimized electronic complex application. be many specialized, the can of on and “brains” depending tasks the cost, specific are and handle products power to Processing designed Embedded are 2015. processors in Embedded revenue devices. of billion $2.8 generated Processing Embedded National of Processing purchase our Embedded through acquired life we long that have products generally of data products 2011. primarily and SVA in consists systems. video Corporation SVA display like years. Semiconductor and applications 10 support lighting than products mobile more SVA and often amplifier systems. conversion, cycles, operational electronic power and of voltage interface range high converter, wide products, data a interface management, manufacturing power in high-voltage used industrial, products of catalog portfolio broad a include These cycles, life long have SVA generally products HPA performance. high of require years. range and that 10 wide products systems than a interface in more manufacturing products, used often in high-reliability typically them sensors, are use amplifiers, that who converters, products customers data precision different high-speed many include to products market HPA we products. that products catalog include These power portable HPA solutions, of management portfolio battery broad using products. Our devices point-of-load systems. powered and electronic of controls in efficiency supply power the power manage enhance devices, customers to help designed that is ASSPs products and Power products catalog both include These Power ® iiadGS u onciiypout r sal eindit utmrdvcsaogieorpoesrand processor our alongside devices customer into designed usually are products Connectivity Our GPS. and WiFi , EA NTUET 05FR 0K3 10-K FORM 2015 • INSTRUMENTS TEXAS ® n te technologies other and

FORM 10-K Space/avionics/defense Display Power delivery Appliances Lighting Industrial transportation Industrial other products (primarily used in projectors to create high-definition ® Factory automation and control Medical/healthcare/fitness Building automation Grid infrastructure Test and measurement Motor drives Electronic point of sale Infotainment and cluster Passive safety ADAS Body electronics and lighting Hybrid/electric vehicle and powertrain Mobile phones Personal and notebook computers TV/set-top box/audio Storage Printers and other peripherals Tablets Wearables (non-medical) Gaming Wireless infrastructure Telecom infrastructure Enterprise switching Residential Projectors Servers High-performance computing Multi-function printers Thin client images), calculators and certain custom semiconductors known as application-specific integrated circuits (ASICs). • Royalties received from agreements involving license rights to our patent portfolio. • Revenue from our smaller product lines, such as DLP 4 TEXAS INSTRUMENTS • 2015 FORM 10-K MarketsIndustrial (31% of TI revenue) Sectors The table below lists themarket major represented. markets The that chart used also our lists, products in in decreasing 2015 order and of the our estimated revenue, percentage the of sectors our within 2015 each revenue market. that the Markets for our products Financial information with respect tofinancial our statements, segments which and is our included operationsoperations in outside are Item the described 8, United in “Financial States Item Statements is 1A, and contained “Risk Supplementary in Factors.” Data.” Note Risks 1 attendant to to the our foreign We also include in Otherthese items items that include are acquisition not charges; usedlevel restructuring in items, charges; evaluating such revenue the as from results litigation our ofincluding expenses, legacy or asset environmental wireless in dispositions. costs, products; allocating insurance and resources settlements, certain to and corporate- our gains segments. and Examples losses of from other activities, Automotive (15% of TI revenue) Personal electronics (30% of TI revenue) Communications equipment (13% of TI revenue) Enterprise systems (6% of TI revenue) Other (calculators, royalties and other) (5% of TI revenue) We report the results of our remaining business activities in Other, which generated $1.9 billion of revenue in 2015 and includes: Other

FORM 10-K xesv,eupetta snee o auatrn dacdlgcpout,sc ssm forpoesrproducts. processor our of less some therefore as such and products, stable, Analog logic and Our mature advanced technology. using manufacturing by manufactured for vary be needed semiconductors can is manufacture products than to Processing equipment use Embedded expensive, weeks. we our 16 processes of to and most place 7 equipment and takes within the products process completing of entire products lifespan The most and tested. with cost and weeks, The packaged 12 is of wafer average the an number on requires a device and fabricate Each facilities that wafer. specialized steps silicon highly processing thin in chemical a and on photolithographic devices of semiconductor sequence of a with begins manufacturing Semiconductor back-to-school U.S. the quarters. to third Manufacturing tied and is the second revenue in the Calculator weaker in quarters. be highest to third its tends and at rate second therefore growth the is to revenue and compared semiconductor season our when Historically, quarters variation. fourth seasonal and some first to subject is revenue Our our with programs inventory Seasonality consignment utilize we and Additionally, Analog on customers. our dependence of on our group resources reduces small distributors. our diversity or and focus This market customers equipment We customers. single costs. and diverse a lower facilities and of at our markets performance capacity acquire diverse the this We serve TI. acquire which on to segments, cycle us Processing semiconductor allows Embedded the usually of which effect demand, the of dampen ahead to money strategies and several time employ significant We the by facilities. affected to is manufacturing referred cycle semiconductor typically semiconductor maintain are The and These cycle. build capacity. semiconductor to by manufacturing the required followed excess in capacity, been and/or downturns manufacturing has demand and insufficient historically weakening upturns market and/or by as semiconductor demand caused The strengthening inventory demand. by surplus and caused of supply supply periods of tight flow of and periods ebb by the characterized to refers cycle” “semiconductor The cycle Market processes manufacturing as time and over designs decline mature. product to cycles in tend life advances costs product incremental, manufacturing and generally and though prices constant, Semiconductor by processes. characterized manufacturing is market semiconductor global The characteristics. cycle power Product and expertise, integration software performance, cost-effectively software, product’s of and a base design and to installed support, markets, ability sales end the and are targeted applications and products about expertise Processing knowledge manufacturing Embedded system-level and our products, support, for manufacture process sales factors manufacturing and competitive needs, applications primary customer Analog performance, The our wide-ranging of capacity. for meet levels factors to differentiated competitive portfolio provide development primary product that product The diverse technologies innovation, scale. a technological and proficiency, network, price design breadth sales reliability, include the the quality, products including of service, factors, depth customer several and support, on strength technical depends the execution, generally line, market product semiconductor company’s the a operate. in of we performance which competitive in that include markets believe also same We competitors the Our into from suppliers. products competition niche sell global and that significant suppliers Asia, face broad-based in we both particularly result, including companies, a companies, emerging As small fragmented. and highly large are of markets dozens processing embedded and analog The landscape Competitive characteristics Market EA NTUET 05FR 0K5 10-K FORM 2015 • INSTRUMENTS TEXAS

FORM 10-K 6 TEXAS INSTRUMENTS • 2015 FORM 10-K We define backlog as oftime. a Our particular backlog date at as any purchaseindustry particular orders conditions date with change, may a orders not customer-requested may be deliverydate. be indicative date Customer subject of within order to revenue a placement cancellation for specified practices or any lengthwell continually modification future of as evolve of period. industry based terms As supply on such customer and customers’ as requirementsoccurs capacity individual pricing, and at considerations. business quantity the Further, needs or same our and delivery time consignment capabilities,was as programs as $0.95 delivery, do billion i.e., not when at result December the in 31, customer backlog 2015, pulls because and the the $0.94 product order billion from at consigned December inventory. 31, Our 2014. backlog of orders Backlog We generate about 55 percentand of distributors. our With revenue these from programs, consignmentrecognize we inventory revenue own programs when inventory that the that we product is haveinto is stored in demand, pulled at place allowing our from for us consigned customers’ our to and inventory. largesales better distributors’ These customers of manage locations, consignment consigned our and programs inventory. factory we give loadings. us About improved 60 insight percent of our distributor revenue is generated from Our inventory practices differ bycustomer product, demand. but We we carry generally proportionally maintainAdditionally, more inventory inventory we levels sometimes of that maintain products are product with consistentvolume inventory long with products, in life our allowing unfinished cycles expectations greater and wafer of flexibility a form, in broad as periods customer well of base. as high higher demand. finished-goods inventory of low- Inventory We market and sell ourmore semiconductor than products 30 through countries. a About directinventory 60 sales of percent force our of and products our distributors. and revenue We sell comes have directly through sales to distribution or a marketing channels. wide offices Our range in distributors of maintain customers. an They also sell products from our competitors. Sales and distribution We estimate that we sellrevenue our deriving products from to customers more outside thanfor our 100,000 approximately largest customers. 11 100. Our percent Our customer of base largest revenue, is single recognized diverse, end with primarily customer one-third in in our of 2015 was Analog our Apple segment. Inc. Apple accounted Customers We expect to maintain sufficientour internal manufacturing manufacturing capacity capacity and to maximize meetoutside our the suppliers, responsiveness vast commonly to majority known customer of as demand ourfrom foundries, and production external and return needs. foundries subcontractors. on To and In capital, supplement about 2015, we 40 we utilize percent sourced the of about capacity our 20 of assembly/test percent services of from our subcontractors. total wafers To this end, we seekfacilities to and maximize equipment long-term free ahead cash of2015 flow demand. we by For began keeping example, production capital in at 2013 expenditures300-millimeter an we low wafers, existing purchased through our facility an opportunistic most in assembly/test purchases cost-effective Dallas, facility of margins, manufacturing Texas, in but process. that Chengdu, we These we China. believe activities adapted In they may to will have manufacture near-term result analog effects in products on long-term using our benefits profit to free cash flow. We own and operate semiconductor manufacturingfabrication facilities and in assembly/test North facilities. America, Our Asia, facilitiesin Japan require operation. and substantial We Europe. investment own These to much include construct offactory both and our loadings wafer are manufacturing can largely capacity; cause fixed-cost therefore, short-term assets a variationsreduced once significant in output portion profit and, of margins. absent our When other operating factory circumstances,are cost loadings our spread is decrease, profit over fixed our margins increased and fixed decrease. output changes costs Conversely, and,maximizing in are as absent long-term spread factory other free over loadings circumstances, cash increase, our flow our profit than fixed margins minimizing costs increase. short-term Our variations operating in focus profit is margins more caused on by factory loadings.

FORM 10-K igXe4 eirVc President Vice Senior 48 President President Vice Vice Senior Senior Counsel General and Secretary President, Officer Vice Executive Senior Chief President and Officer 50 Vice President Financial 55 Senior Board; Chief the and of President Chairman Vice Director; Senior President Vice 52 Senior Position President 59 Vice Xie Executive Bing 57 58 Whitaker H. Darla West President L. Vice Teresa Age Senior 53 Trochu Hoff 43 Cynthia Templeton K. Richard Ritchie J. Kevin 54 March P. Kevin Delagi Gregory R. Crutcher T. Brian offices Anderson or A. positions Stephen the and company the of officers Name executive the named: of person ages each and by names held the company of the list with alphabetical an is following The Registrant the of officers Executive software semiconductor including on parties, suppliers third of foundry our range with wide a collaborate with we and engage technology. closely consortia, manufacturing also industry we select of However, and areas internally. universities primary R&D suppliers, Our our 2013. of in most billion conduct $1.52 We and 2014 in products. Processing billion $1.36 Embedded with and compared Analog 2015, are in investment billion R&D $1.28 was expense R&D Our of important most development the and assets, Research valuable are trademarks DLP These monogram. business. corporate our our of and conduct Instruments” the “Texas in are used which non- are and that reasonable trademarks on own companies We other to initiatives. patents same our the of in certain participate license may to competitors us terms. Our require discriminatory standards. may technical initiatives set these licenses to in patent initiatives Participation and industry patents in under participate sold often one and We any made upon products dependent the materially and business rights our our business. consider whole, our renegotiation. not a to after do as important renewed We taken are be revenue. although may our license, be and to patent may terms contributor or agreements multi-year ongoing patent license have an have other agreements is also that license portfolio our We anticipate our patent to portfolio. and general, Our relating that portfolio In fields to our future. in patents to the countries add rights in other continually license negotiated and and involving States portfolio companies United patent numerous the broad-based with in strong, agreements pending, a applications developed patent have many We have business. and patents, many own We such that believe property we Intellectual and future. source present, foreseeable sole at the from available items in generally such available are purchase be business we will our cases supplies some to and In essential parts suppliers. supplies materials, of and number parts a materials, from The supplies suppliers. and parts materials, purchase We materials Raw markets and investments make technologies also next-generation We on portfolio. primarily business focused our are us. strengthen Investments to may companies. strategic that private divestitures in and indirectly acquisitions or consider directly we time to time From investments and divestitures Acquisitions, EA NTUET 05FR 0K7 10-K FORM 2015 • INSTRUMENTS TEXAS ® saohrvlal trademark. valuable another is

FORM 10-K 8 TEXAS INSTRUMENTS • 2015 FORM 10-K Rapid technological change in marketsprices we of serve our could products. contribute Our toinnovative results shortened of products. product operations We life require depend cycles significant in anddemands, investments part a and to upon decline we develop our in might new ability average not technologies to selling be realize successfully and assured. a develop, products Further, return manufacture that projects on and meet that our changing market they are investments customer are commercially because completed. viable they may are not generally contribute made significant before revenue commercial until viability at can least a few years after Rapid technological change in markets we serve requires us to develop new technologies and products. We face intense technological and pricingincrease competition from in large the competitors markets and in fromin which smaller Asia, we competitors that operate. serving sell We niche products expect markets, intointernational this and the and competition also same domestic will from markets competitors continue emerging in are to companies, which aggressivelycompetition particularly we seeking as operate. to a For increase result example, their of the market China’scompetitors China share. adoption possess market Additionally, of sufficient is we policies financial, highly may designed technical competitive, face to andfavorably and increased promote management against both its resources our domestic to products, semiconductor develop and industry. and consolidationtraditional Certain market among intellectual of products our property our that competitors licensors may may are compete allow increasinglythat them providing compete to functionality, with compete designs our more and products. effectively. complete Themargins Additionally, hardware price and or and lost software product business solutions development opportunities pressures intechnological, that the product, result event support, from that software competition we or may are manufacturing lead unable advancements to to of reduced match our profit the competitors. price declines or cost efficiencies, or meet the We face substantial competition thatpressures. requires us to respond rapidly to product development and pricing ITEM 1A. Risk Factors. You should read the following riskSecurities factors and in Exchange conjunction Commission with (SEC) the andintended factors in to discussed materials highlight elsewhere incorporated certain in by factors this reference thatexhaustive and into may discussion other these affect of of filings. our risks our These financial that filings risk condition applysusceptible with factors and to to the are results companies macroeconomic of like downturns operations TI in and with theperformance are broad United and not international States the meant operations. or performance to Like abroad of be other that ourgeneral an companies, may customers. market we affect Similarly, conditions, are the the actual general price financial economic of resultsour climate our that and/or and securities do the our is not investment subject meet community’s to our expectations volatility and/or for due the our to investment future fluctuations community’s results in expectations, and changes other in factors, many of which are beyond our control. Available on our web siteAudit, at Compensation, www.ti.com/corporategovernance and are: Governance (i) and ourand Stockholder Corporate (iv) Relations Governance our Committees Guidelines; Code of (ii) of our chartersdocuments Ethics board for free for of the of TI directors; charge Chief (iii) by Executive ourAttention: writing Officer Code Investor to and of Relations. Texas Senior Conduct; Instruments Finance Incorporated, Officers. P.O. Stockholders Box may 660199, request MS copies 8657, of Dallas, these Texas, 75266-0199, Our Internet address is www.ti.com.through Information our on Investor our Relations web web sitereasonably site is practicable our not after reports a they on part are Forms ofby filed 10-K, this our with 10-Q report. directors and the We and 8-K, SEC. make executive and Also available officers amendments available free on to through of Forms those the charge 3, reports, TI 4 as Investor and soon Relations 5, as web and site amendments are to reports those filed reports. At December 31, 2015, we had 29,977 employees. Available information Employees The term of office ofhave these been officers employees is of from the theand company date Mses. for of West more their and than election Whitaker five untilbecame have years. their executive served Messrs. successor officers as Anderson, shall of executive Crutcher, have the officers Delagi, been company of March, elected in the Ritchie and 2015. company and qualified. for Templeton All more than five years. Ms. Trochu and Mr. Xie

FORM 10-K ete,gooia vnso elheieista ol irp prtos aua iatrta eut naprolonged a condition. in financial results and severe that results as disaster our such natural affect occurrences A adversely natural operations. may to disrupt operations subject could our locations that to in epidemics disruption operate. operations health other we or and events which facilities geological in design weather, locations and the data in manufacturing, have events We natural by affected be condition. could financial operations non- and of of operations the remeasurement results of when the results Our periods business, our in transact on Additionally, we effect results. which adverse financial in an our currencies have and non-U.S. can operations the transactions our to dollar we on relation U.S. which effect in in adverse fluctuates countries an significantly various and in dollar to the conditions, result U.S. exposed of labor could are networks conditions, these We technology health of revenue. information acts, Any our the and hostile operate. of outside communications other portion locations or transportation, large to terrorism in a shipments risks, disruptions represent from security possible typically comes conditions, revenue China economic our into and of products social percent of political, 85 shipments About particular, countries. in 30 States; than United more in facilities have social, We political, international or domestic with conditions. associated other risks or to economic us subject results operations our on global effects Our adverse securities. have to our could lead of may changes price market These market semiconductor demand. the the product on of in and nature decreases operations, cyclical and of The increases revenue. rapid our often of and source significant principal the are products Semiconductor performance. our affect may demand market customer semiconductor in the reductions with in result. decline a Cyclicality not as do margins a costs profit capacity, fixed affect manufacturing these adversely market our general, can competitive of In and highly much fixed. loadings, a own is factory in we costs or operate Because operating shipment we products. our and addition, our of demand In for portion customer mix. pricing significant in product affect decreases our adversely including in might factors, shifts that of and environment number inventory; a our by of affected obsolescence adversely volume; be may margins profit Our time. over vary may adversely and margins margins Our profit our reduce condition. forecast would financial inaccurately that and we inventory operations If obsolete of quarter’s assumptions. or results a products excess multiple our meet manufacture on inadequate, affect to we based hold ability times, are may our lead forecasts we affect shipment These demand, may shorter demands. customer orders for customers’ fill requests of to customers’ forecasts needed to on mix responding based product when the addition, with In production forecast. and revenue inventory match to liquidity. ability a needed Our or of operations; sources social, customer other political, disrupt and international that markets or systems credit domestic example: technology access or for information to events from, customer inability natural resulting of customer’s markets; demand breaches financial customer conditions; and in other credit decline or global general economic of a stability of the because suffer regarding might uncertainty also operations and of operations results of Our results our these affect of adversely practices may or large adjustments, policies our inventory of sourcing distributor more manufacturing condition. or or or customer financial one design of of by the timing results purchases in the more our of change or or expects, curtailment a customers, one management significant to in than or due demand pace loss curtailments If slower the including markets. significantly Additionally, customers, those a affected. within at adversely sectors grows be and or may markets declines operations end markets of end range our wide within a sectors of in results companies include our customers on Our effect adverse material a have could products our operations. for demand expected in Changes EA NTUET 05FR 0K9 10-K FORM 2015 • INSTRUMENTS TEXAS

FORM 10-K 10 TEXAS INSTRUMENTS • 2015 FORM 10-K We benefit from royalty revenueon generated negotiations from with various new patent licensees, licenseguarantee and agreements. that with The such existing amount negotiations licensees of will in suchpatent be connection revenue portfolio successful. depends with and Future in renewals our royalty part of enforcement revenue theirour efforts, also licenses. licensees and depends There may on on is negatively the the no affect sales strengthpart our and and due royalty financial enforceability to revenue. stability of the Royalty of our performance revenue ourof of from licensees. existing our licensees Additionally, agreements. licensees is consolidation and not of in always part uniform due or to predictable, the in timing of new license agreements or the expiration and renewal We actively enforce and protectadequate our to own prevent intellectual misappropriation property or rights.operate improper However, may use there not of can protect our be our protected no intellectual technology. assurance property Moreover, that rights the our to laws efforts the of will same countries be extent where as we U.S. laws. Access to worldwide markets dependsassurance in that, part as on our the business continuedknow-how expands strength necessary into of to new our conduct areas, intellectual our we propertythe business will portfolio. extent or be There that that able can we we to be have can independently no licenses to do develop at rely so the all on without technology, or licensed infringing software on technology the or injunction terms from intellectual we from others, property consider third there rights reasonable. parties, can of as The be others.other well lack no To legal as of assurance obligation claims a that for to necessary we indemnification indemnify license will could them by be against expose our able us customers damages to in to resulting obtain instances claims from for where infringement damages we claims. and/or have a contractual or Our performance depends in partand on license our new ability intellectual to property. enforce our intellectual property rights and to develop Breaches of our information technologyor systems terrorism. could These be breaches caused could byour, compromise computer our our viruses, customers’ information unauthorized or technology access, our networks sabotage,operations, suppliers’ and vandalism confidential result could in or result release proprietary in of information, unauthorizedof employee cause release which personal a of could data, disruption adversely or to affect cause our our us manufacturing operating to and results incur other and increased our information reputation. technology protection costs, any Our operating results and ourtechnology reputation systems. could be adversely affected by breaches of our information Our inability to timely implementresults new of manufacturing operations. technologies We or subcontract installon a manufacturing third portion equipment parties of could to our adversely provide wafer affectwith advanced fabrication our all logic and of manufacturing assembly these process and suppliers, technology testingpossible and development. of shortages the our We of number do products, capacity of not and in alternate have weprocess periods suppliers long-term depend technology of is contracts in high limited. a demand, Reliance timely, suppliers’ oncosts cost inability these on effective, to suppliers us. and develop involves appropriate and risks, manner deliver including and advanced the logic possibility manufacturing of suppliers’ imposition of increased We rely on third partiesand to services supply may us be with adversely goodsuncertainty affected and regarding if services our the in suppliers’ stability a operations of cost-effectiveother were global and conditions; disrupted credit timely natural as manner. and events a Our financial in result access markets;natural the to of, domestic resources, locations needed for or and in example: goods international utilities. which quality political, Additionally, our excursions; social,our a suppliers economic confidential breach operate; and or of or proprietary our limited information. suppliers’ orliquidity, If information delayed we our technology access may suppliers systems to be are could key unable unable result rawIn to to in materials, particular, obtain access a our needed credit release manufacturing supplies, markets of processes and collectresources and accounts other and critical receivable sources utilities manufacturing of or be equipment needed access available. require neededoperations. Limited that technology. Our or certain products delayed key contain access raw materials to materials,customers that and natural and are high suppliers subject costs may to of be conflict thesecosts adversely minerals items may affected reporting could increase if requirements. adversely if we affect Our one are relationships ourconflict-free. or unable results with more to of of describe our our customers products demands as that conflict-free. we Additionally, change our the sourcing of materials we cannot identify as We face supply chain and manufacturing risks.

FORM 10-K oevr u eut foeain ol eafce fordsrbtr ufrfnnildfiute htrsl nteriaiiyt pay to inability their in result that difficulties products. financial our suffer over distributors carry products our distributors competing if us. Our promote affected to distributors. distributors be owed through our could amounts products if operations our affected of of be results sales could our from sales Moreover, generated our was and revenue lines, our product of competing percent 60 about 2015, competing In of promotion performance. distributors’ financial our distributors’ by our affected or adversely lines be product could might operations we of earnings, is foreign that results operations. these subsidiaries of Our of non-U.S. results any our our repatriate of affect we earnings could future undistributed which the our tax, in of income If portion U.S. States. the incremental United on incur the tax outside income U.S. reinvested our for permanently of provision considered forecast change. a our will made on liability not based tax have tax liability forecasted We deferred tax our those our changes, realize forecast forecast to sheet. we performance ability balance quarter that our our Each If affect on operations. year. assets could of the are tax performance results for we deferred business our performance where have our affect locations We in also the or operations. could affect of regulations which and could results and assets, earned regulations our laws been and affect tax has laws turn applicable profit these in in much in could Changes how Changes which determine jurisdiction. income, that that earn jurisdictions in to various taxation deemed in to regulations subject and is tax laws it applicable to when in subject changes are are credits; we profits tax addition, our available In which in in changes authorities. jurisdictions jurisdictions; taxing the those by adversely in from audits Tax be change profits of authorities. could a of resolution taxing operations mix including adverse of of increase, the or number results to in rates; a our rate change by increases, tax a audit rate our taxed; and tax cause and taxation our could earned to If factors subject operate. of are we number result which A a in affected. as jurisdictions and the countries among 30 vary than rates more matters. in tax-related facilities have in We changes by affected be could operations of of results our results connection affect in Our TI adversely make a may may containing proceedings we product reputation. legal payments a our other or recall Costs or and to recalls recall. condition customers the product financial our claims, to and of delivery relating operations available one and expenses be for failure and will affected possible costs epidemic insurance the is incur warranty, such compensate it may with that to addition, we guarantee decide In instances, no we claims. such is if such In there costs all part. but incur against also insurance, protect or may liability to claims we product adequate our such claim, maintain or to defend a We relating we of consumer. grounds as event end other expenses the or or significant In customer failures, to settlements. delivery lead or or could awards epidemic that damage liability, communications pay product or warranty, designs services, on based manufacturing, claims products, to subject be recalls, could product We claims, warranty by proceedings. affected legal be or could claims, reputation available liability our be product and not operations might of or results available, the be Our with not connection might in process or environment material the raw direct into the prohibited emitted on a or cost. for requirements used reasonable gases substitute reporting at raw or A or a materials fees products. of or costs, our elimination resources, impose of or or natural manufacture addition processes; energy, the and of manufacturing require laws use current employ; such our indirect currently if from or we especially or what products, to health beyond manufacture process and we equipment or safety which abatement material environmental, in of to jurisdictions use related the the those in require example, us regulations: for affect – particularly regulations may and – business. rules requirements our laws, materially operate complex incur and these could products of liability. we our Some legal enacted, manufacture other ones to or manufacture new ability to penalties or our ability fines, expanded, on our to or restrictions activity, subject amended or be enforcement be costs to could regulations compliance subject we and greater become and rules we restricted laws, if be these or could should comply business Furthermore, regulations to our and fail operate rules and we and laws, labor if products these protection; and our with and expensive, example, Compliance privacy and for data infringement. onerous to, tax; and be relating corruption; owners EA NTUET 05FR 0K11 10-K FORM 2015 • INSTRUMENTS TEXAS

FORM 10-K 12 TEXAS INSTRUMENTS • 2015 FORM 10-K From time to time, weactions, undertake to business support and or organizational carry changes,our out including business our acquisitions, plans strategic divestitures and objectives. and operating Our restructuring to failure results. timely For to and example, successfully successfully implement we integrate may thesenot acquired not changes identify operations, realize could all product the adversely possible lines expected affect issues and benefitsexpected and technology, of growth risks and an or that our acquisition cost might pre-acquisition if savings arise due wein benefits with are diligence amount of respect unable may and business to timing and an from organizational acquisition. our changes, Further, expectations. and we restructuring may not charges achieve could or differ sustain materially the Our ability to successfully implementplans business and and results organizational of changes operations. could affect our business Our continued success depends inmanagement part and on staff the personnel. retention There andpersonnel can recruitment that be of we no skilled require. assurance personnel, that including we technical, will marketing, be able to successfully retain and recruit the key Our continued success depends inqualified part employees on in our a ability competitive to environment. retain and recruit a sufficient number of Federal and state health carecould reform reduce programs profitability could and increase affect ourand costs our other with results postretirement of regard plans operations to reflect medical andreturn assumptions coverage financial on that of condition. plan affect our In assets, the employees, addition, discount planned which obligationsthese rates, funding related assumptions plan and to may participant costs our affect population of pension plan demographics theseincrease funding, and plans, significantly cash changes including if flow in the our and pension actual plans’ results regulations. actual of Changes experience operations, in differs and from our these costs assumptions. and funding obligations could Increases in health care andcondition. pension benefit costs could affect our results of operations and financial We maintain bank accounts, onefinancing or needs more of multi-year the revolving company. creditdebt Our agreements, obligations ability and and to a meet fund portfolio our our ofmay cash operations, investments depend return invest to on objectives in support access depends our the to upon business,short-term our continuous make bank bank strategic access loans. credit to acquisitions, If lines our service we that bank our markets), are support and our unable commercial investment results to paper accounts, of access borrowings and operations these andor and accounts provide redeem financial and additional our condition credit liquidity investments could lines through could (for be be example, adversely restricted. due affected to and instability our in ability the to financial access the capital markets Our results of operations and liquidity could be affected by changes in the financial markets. From time to time, weservice issue this debt debt, securities our with ability variousbe to interest subject make rates to principal and general and maturities. economic interest Whileother conditions, payments we risk industry when believe factors cycles, due we described and will depends under business have uponinterest Item and the our payments 1A, other ability future could many factors to performance, divert of affecting which funds which our will cause that are operations, us beyond otherwise including to would our the raise control. be funds In invested by, addition, in for our our example, operations obligation issuing or to new returned make debt to principal or shareholders, and equity or or could selling assets. Our debt could affect our operations and financial condition. We have consignment inventory programswere in to place experience for a some loss ofadversely with our affected respect largest if to customers we TI-consigned and do inventory, distributors.recovery not our If is recover results a delayed. the of customer full or operations value distributor and of financial the condition lost may inventory be from the customer, distributor or insurer, or if our distributor suffers a loss with respect to our inventory. Our results of operations and financial condition could be adversely affected if a customer or a

FORM 10-K tteedo 05 eocpe usatal l ftesaei u facilities. our in space the of all substantially occupied we 2015, at of feet end square leased. the million were At 10.2 feet approximately approximately square which contained million of States 1.6 2015, United approximately 31, the which December outside of at facilities 2015, feet Our 31, square leased. December sites. million were non-U.S. 13.7 feet our approximately square for contained million particularly States 1.2 leases, United land the include in may facilities This Our owned. and leased are facilities the of Portions † Leased. * Scotland Greenock, Germany Freising, † Taiwan Taipei, † Philippines (Clark), Pampanga † Philippines Baguio, † Malaysia Melaka, † Malaysia Lumpur, Kuala † India , * China Shanghai, † China Chengdu, Japan Miho, Japan Aizu, * Mexico Aguascalientes, Maine Portland, South California Clara, Santa * Arizona Tucson, Texas Houston, Texas Sherman, † Texas Dallas, as Except them. of use location major general make the that segments indicates facilities. table reportable these the following own and The we operations Texas. indicated, Dallas, design otherwise Boulevard, and TI manufacturing 12500 principal at our located of are offices executive principal Our Properties. 2. ITEM applicable. Not Comments. Staff Unresolved 1B. exceeds ITEM asset the of amount than carrying less the is extent disposition the eventual to its of loss sum and impairment asset the an If intangible recognize recoverable. the would value. be of we fair not use asset, its may the the impairment asset from of for the result amount reviewed of to carrying are amount expected the of they carrying flows impairments but the cash recognize lives, that undiscounted to useful indicate future us estimated circumstances the things, require their in other may over changes among unit, amortized or associated from, reporting are events its resulting the assets whenever to unit of intangible unit reporting flow our reporting a cash of each with discounted Most for associated future goodwill. value value estimated the fair fair the upon the the in or compares in changes arise review decrease unfavorable indicators The A impairment unit. goodwill. results certain reporting including and if a value condition frequently of book financial more portion our or significant affect annually a adversely impairment of could for disposition assets reviewed intangible is or Goodwill goodwill operations. our of of impairments with associated of Charges results our affect adversely could assets intangible or operations. goodwill our of impairments Material ...... XX X X X ...... X X X ...... X ...... XX X ...... X ...... X X ...... X X X X X ...... X ...... X ...... X ...... X X ...... X X ...... X ...... X X ...... X X ...... EA NTUET 05FR 0K13 10-K FORM 2015 • INSTRUMENTS TEXAS Analog Processing Embedded

FORM 10-K 14 TEXAS INSTRUMENTS • 2015 FORM 10-K ITEM 4. Mine Safety Disclosures. Not applicable. ITEM 3. Legal Proceedings. We are involved in variousof inquiries our and liability, proceedings if that any, arise will in not the have ordinary a course material of adverse our effect business. upon We our believe financial that condition, the results amount of operations or liquidity. Leases covering our currently occupiedcurrent leased properties facilities are expire suitable at and varying adequate dates for generally both within their the intended next purpose five and years. We our believe current our and foreseeable future needs.

FORM 10-K TM5 aktfrRgsrn’ omnEut,RltdSokodrMtesand Matters Stockholder Related Equity, Common Registrant’s for Market 5. ITEM 3 so eebr3,21,ti mutcnitdo h eann oto fte$. ilo uhrzdi eray21 and 2013 February in authorized billion $5.0 the of portion remaining the of consisted amount this 2015, 31, December of As purchases. open-market were quarter (3) the during purchases All billion $5.0 to (2) up purchase to directors of board our from authorization the under made were quarter the during purchases All (1) Total 2015 31, December through 2015 2015 1, 30, December November through 2015 2015 1, 31, November October through 2015 1, October Period 2015. of quarter fourth the during stock common our of purchases our regarding information contains table following The securities equity of purchases Issuer paid: Dividends years. two prices: past Stock the TI during of quarter prices each closing in low share and common high per the paid shows dividends below the table and The L.P. Market. Bloomberg Select by Global reported NASDAQ as The stock on common listed is stock common TI dividends and “Selected prices 6, stock Item Common in contained is 2015, 31, December at record of stockholders Data.” of Financial number the concerning information The 2014 2015 High 2014 High 2015 h 75blinatoie nSpebr2015. September in authorized billion $7.5 the these for specified been has date directors of expiration No board stock. our common 2015, our 17, of September billion On $7.5 2013. 21, additional authorizations. February an on of announced purchase stock the common authorized TI of shares additional of ...... Low...... Low surPrhsso qiySecurities. Equity of Purchases Issuer ...... EA NTUET 05FR 0K15 10-K FORM 2015 • INSTRUMENTS TEXAS ...... ATII PART 17673()$5.61,0,4 2 .3blin(3) billion 7.93 $ (2) 11,706,743 53.56 $ (2) 11,706,743 ,2,4 70 ,2,4 .6billion 7.96 billion 8.13 $ 3,028,345 8,220,390 57.09 52.16 $ 3,028,345 8,220,390 Purchased ubrof Number Shares 5,0 54 5,0 .3billion 7.93 458,008 55.41 458,008 Total rc Paid Price e Share per Average 99 87 20 58.98 $ 52.08 $ 58.73 $ 59.94 $ .4$03 .4$0.38 $ 0.34 $ 0.34 $ 0.34 $ 08 48 56 41.93 55.62 45.67 48.44 49.29 44.89 43.52 48.47 40.89 51.51 47.16 51.78 s n r 4th 3rd 2nd 1st .003 .00.34 0.30 0.30 0.30 ucae as Purchased oa Number Total rgas(1) Programs Announced fShares of ln or Plans Publicly atof Part Quarter ucae Under Purchased fSae that Shares of rgas(1) Programs Approximate olrValue Dollar a e Be Yet May ln or Plans the

FORM 10-K December 31, (51) (189) 264 112 (43) (36) (31) (34) 330 341 450 315 385 412 495 816 For Years Ended December 31, 1,0013,630 1,000 4,145 1,500 4,175 1,381 4,201 2,201 2,5613,201 3,570 3,380 4,979 3,681 3,353 1,080 1,113 1,146 1,171 3,5071,3232,831 2,972 1,175 2,868 2,9198,104 819 1,800 2,440 2,740 7,194 1,973 644 2,450 6,9987,427 2,257 6,375 6,364 2,381 3,947 6,368 2,832 6,772 1,973 2,992 31,00316,361 32,209 17,213 34,151 18,128 34,759 19,733 17,372 18,554 19,565 19,901 13,045 12,205 12,825 13,735 $$ 2.57 1.24 $ $ 1.91 1.07 $ $ 1.51 0.72 $ $ 1.88 0.56 $ 3,541 $ 3,829 $ 3,965 $ 2,935 $ 2,821 $ 2,162 $ 1,759$ $ 2,821 2,236 $$ 2,162 2,778 $ $ 1,759 2,126 $ $ 2,236 1,728 $ 2,202 $ 3,892 $ 3,384 $ 3,414 $ 3,256 (71) (42) 329 551 1,000 3,120 1,874 3,028 1,043 3,717 1,444 2,741 8,339 2,787 7,560 4,274 2015 2014 2013 2012 2011 2015 2014 2013 2012 2011 29,977 15,563 16,230 13,000 $$ 2.82 1.40 $ 3,218 $ 2,986 $ 2,986 $ 2,944 $ 4,268 ...... Employees Stockholders of record borrowings Analog Embedded Processing Other 16 TEXAS INSTRUMENTS • 2015 FORM 10-K See Notes to the financial statements and Management’s discussion and analysis of financial condition and results of operations. Long-term debt (b) Other data – Number of: (b) Prior periods reclassified to conform to the 2015 presentation, having adopted certain accounting standards. See Note 2. Acquisition charges Restructuring charges/other Diluted earnings per common share Cash dividends declared per common share (a) Free cash flow is a non-GAAP measure derived by subtracting Capital expenditures from Cash flows from operating activities. Total assets (b) Current portion of long-term debt and commercial paper Balance sheet data: Cash, cash equivalents and short-term investments Dividends paid Stock repurchases Income statement data: Revenue by segment: Operating expenses (R&D and SG&A) Net income Income allocated to RSUs Income allocated to common shares for diluted EPS Average diluted shares outstanding, in millions Net income As a result of accounting(RSUs) rule on ASC which 260, we which pay requires dividend a equivalents, portion diluted of Net earnings income per to share be (EPS) allocated is calculated to unvested using restricted the stock following: units Operating profit Revenue Capital expenditures Free cash flow (a) Gross profit Cash flow data: Cash flows from operating activities ITEM 6. Selected Financial Data. (Millions of dollars, except Other data items) (Millions of dollars, except share and per-share amounts)

FORM 10-K h iaca ttmnsadterltdntsta peresweei hsdcmn.I h olwn icsino u eut of results our of discussion following the In with document. conjunction this in in read elsewhere be appear should that (MD&A) notes operations related operations: of the results and and statements condition financial return financial the and of cash, analysis generate and and grow, discussion Analog to Management’s in ability share the market with gained companies and of flow class cash unique shareholders. free a to grown in cash consistently us that have put we attributes that These is Processing. attributes Embedded these of effect combined The is model business Our world. the over all attributes: manufacturers and following designers the electronics around to constructed semiconductors carefully sell and make design, We Overview Results and Condition Financial of Analysis and Discussion Management’s 7. ITEM u emnsrpeetgop fsmlrpout htaecmie ntebsso iia einaddevelopment and design similar of basis the on combined are that products similar of groups represent segments Our • dollars. U.S. of millions results: in our stated discuss are we tables When the in amounts • dollar All • • • • • eore n esrsrsls e oe1t h iaca ttmnsfrmr nomto eadn u segments. our regarding information more for statements financial the to allocates 1 management Note how See and results. channels, measures distribution and and resources processes manufacturing characteristics, product requirements, O O O O O or investments. application our single on any return on the dependent strengthens dependent not which not are decades, are we for we markets revenue portfolio our generate our of products of breadth our breadth the of the of Some of because customer. Because and shareholders. product, our single customers. serve. to any 100,000 we value on than markets terminal product more the high initial to in deliver their access and that begin unique products positions often us our customers provide in where to longevity year combine and each site capabilities Diversity web These our journey. to design-in visits and of searches of millions growth of the tens to attracts meaningful portfolio be will term. channels. which long market wafers, the largest The 300-millimeter over Industry’s wafers. on flow 200-millimeter produced cash over be and chip will margins unpackaged growth our the per Analog wafers, advantage most future 300-millimeter cost are percent our on prices 40 of semiconductors their a majority Analog when have our embedded demand which of our of percent wafers, of ahead 25 largest much acquire approximately industry’s and we produced analog that we we our assets 2015, and because mature In wafers, equipment using attractive. 300-millimeter and made and facilities be 200- our manufacturing can 150-, for for semiconductors of products low processing mixture of costs a supply keep on to consistent year to opposed a each able as ensure semiconductors are in-house, helps of production manufacturing billions own our produce our control We of directly customers. portfolio. most to our do ability for we This products and it. new semiconductors, outsourcing to develop our production. opportunity to of low-cost year the features and each and the can technology customers billion differentiate we more manufacturing $1 means to of than portfolio access more foundation our us invest strong of gives We A breadth which system. The competitors, per systems. our revenue their can more for than generate chips needs multiple, these times of most more and solve semiconductors. one, processing least embedded at and need analog engineers differentiated of portfolio broadest Industry’s rdcssl nosathnsadcnue alt.Orei rmlgc ieespout a opeei 2013. in complete was products wireless legacy from exit Our tablets. OMAP consumer products, and smartphones baseband our into to sold increases refers products to products” correspond wireless to “legacy other tend term absent loadings The and, factory output in demand. increased decreases in margins over and decreases profit spread Increases and our are increase. factory circumstances, costs margins When other fixed profit fixed. absent our our is and, increase, circumstances, cost output loadings operating reduced factory our over as of spread Conversely, portion are decrease. significant costs lower-priced a fixed or shipped. capacity, our higher-priced products manufacturing decrease, for of our loadings demand “mix” of in the much changes in own large by changes we a affected as Because such are to sell refer profit we gross we because and which period revenue products, given our any time, in to revenue time our From on impact significant products. evidenced a of are have number which to demand, not customer tend in products changes New to volumes. attributable shipment are in revenue fluctuations our by in changes noted, otherwise Unless fOperations. of u lblslsfrei agrta hs forcmeios n h rat four of breadth the and competitors, our of those than larger is force sales global Our EA NTUET 05FR 0K17 10-K FORM 2015 • INSTRUMENTS TEXAS h trbtsaoersl ndvreadlong-lived and diverse in result above attributes The eivs nmnfcuigtcnlge that technologies manufacturing in invest We TM plctospoesr n connectivity and processors applications u utmr’design customers’ Our

FORM 10-K 18 TEXAS INSTRUMENTS • 2015 FORM 10-K In the near term, forwithin the a first sector quarter of of the 2016, personal we electronics expect market. about a $150 million decline in revenue from the first quarter of 2015 Net income was $2.99 billion,$0.07 an due increase to of a $165 lower million, number or of 6 average percent. shares EPS outstanding was as $2.82 a compared result with of $2.57. our EPS stock benefited repurchase program. The income tax provision wasincome $1.23 before billion income compared taxes with and, $1.05was to billion. 29 a The percent lesser increase in extent, in 2015 a theprovision and lower total to 27 benefit tax the percent from provision statutory in non-U.S. was federal 2014. effective due tax. See tax to Note rates. higher 6 Our to annual the effective financial tax statements rate for a reconciliation of the income tax Operating profit was $4.27 billion, or 32.9 percent of revenue, compared with $3.95 billion, or 30.3 percent of revenue. Restructuring charges/other was a netpartially credit offset of by $71 $12 million, million which2014, related included reflecting to gains gains restructuring on on charges sales sales and of$24 of other assets million. assets credits. of These of This $83 amounts $75 compared million are million with that included that a were in were net Other partially credit for offset of segment by $51 reporting restructuring million purposes. charges in See and Note other 3 expenses to of the financial statements. Acquisition charges were related toThese our non-cash 2011 charges acquisition were of primarily National from Semiconductor the and amortization were of $329 intangible million, assets. about See even Note with 13 2014. to the financial statements. Operating expenses were $1.28 billionSG&A for decreased R&D $95 and million, $1.75 or billioncosts 5 for with percent. SG&A. growth Both R&D opportunities, comparisons expense reflect including decreaseddecreases savings the $78 were from completed million, partially ongoing restructuring or offset efforts 6 actions by across percent, in higher the and Embedded compensation-related company Processing costs. to and align Japan. These Gross profit was $7.56 billion,58.2 an percent increase of of revenue $133 compared million, with or 2 56.9 percent, percent. due to lower manufacturing costs. Gross profit margin was Revenue of $13.00 billion waslower about revenue even from with Other. 2014, Our asexchange 2015 higher rates. revenue revenue was from negatively Analog affected and by Embedded about Processing $150 was million offset from by changes in foreign currency Details of financial results – 2015 compared with 2014 Our focus on Analog andalso Embedded a Processing record, allows was us 28.6 to20-30 percent generate percent of strong of revenue, cash revenue. up flow During from fromrepurchases the 26.9 operations. and percent year, In dividends. we a 2015, Free returned year free cash ago $4.2 cashreason flow and billion flow, for is consistent of providing a with cash this non-GAAP to our non-GAAP financial investors targetedresources measure, measure. through range section. see For a of the a combination Non-GAAP reconciliation of financial to stock information GAAP section and after an the explanation Liquidity of and the capital We continued to perform wellserve in highly 2015, diverse reflecting markets our with focus2015, thousands on Analog of Analog and applications, and Embedded and Embedded Processing we Processing58.2 represented believe semiconductors. percent 86 have These for percent dependable products the of long-term year, revenue, growthstrategy. a up opportunities. new from In record, 83 reflects percent the in quality 2014. of Gross our margin product of portfolio, as well as the efficiency of our manufacturing Results of operations

FORM 10-K 31mlini 03 h hre eepiaiyfo h mriaino nagbeassets. intangible with of compared amortization million the $330 from were primarily and were Semiconductor charges National The of 2013. acquisition in 2011 million efforts. our $341 alignment to cost related our were was from charges expense savings Acquisition the SG&A by Japan. including offset and opportunities, were Processing growth costs Embedded with compensation percent, in costs variable 11 actions align higher or restructuring to as million, and company even, $164 products the about decreased across wireless expense efforts legacy R&D our ongoing SG&A. of from 2013. for savings wind-down in billion to percent $1.84 due a 52.1 and primarily to with R&D 2013 and, compared for from revenue revenue billion higher of $1.36 to percent were due 56.9 expenses primarily was Operating 2013 margin from profit percent, Gross 17 shipped. or products billion, of $1.06 mix of the increase extent, an lesser Embedded billion, and $7.43 Analog was from products. profit revenue wireless Gross higher legacy to from due revenue 2013 lower from offset percent, than 7 more or increases million, These $840 Processing. up billion, $13.05 was Revenue 2013 with compared to cash 2014 of – billion results $4.2 financial returned of we 2014, 2014, Details In During strategy. 2013. dividends. manufacturing in and our percent repurchases of 24.4 stock for efficiency from of percent the up combination 56.9 as revenue, a of well of through margin as percent investors Gross portfolio, 26.9 percent. product was 12 our flow grew of cash revenue longevity free Processing and Embedded diversity and the percent reflected 13 2014 grew revenue Analog 2014, In operations Operating extent. of lesser results a Prior to profit. but gross associated declined, also and products revenue DLP lower from to Revenue due ASICs. primarily custom declined to profit due primarily declined revenue Other charges/other Restructuring and charges Acquisition Includes * revenue of % profit Operating * profit Operating Revenue royalties) and ASICs custom calculators, products, DLP in (includes decline Other a expenses. offset operating together lower which to Microcontrollers, due and primarily Connectivity increased to profit equally Operating about Processors. due increased revenue Processing Embedded revenue of % profit Operating profit Operating Revenue lines) product Connectivity and Processors lower of Microcontrollers, extent, mix (includes lesser the Processing a to Embedded to due and, declined profit HPA gross extent. associated lesser and a revenue to higher but to grew, costs. due also manufacturing SVA increased and profit Power Operating HVAL. shipped. to products due primarily increased revenue Analog revenue of % profit Operating profit Operating Revenue Silicon and (HPA) Analog Performance High (Power), Management lines) Power product (HVAL), (SVA) Logic Analog & Valley Analog Volume High (includes Analog 2014 with compared 2015 – results Segment ...... EA NTUET 05FR 0K19 10-K FORM 2015 • INSTRUMENTS TEXAS 1,874 $ 2,787 $ 8,339 $ 0521 Change 2014 2015 Change 2014 2015 0521 Change 2014 2015 3,048 33.6% 21.4% 36.6% 630 596 ,0 -15% 2,201 $ 2% 2,740 $ 3% 8,104 $ ,8 9% 2,786 35.3% 14.0% 34.4% 7 -19% 777 55% 384

FORM 10-K 108% 14.0% 7.6% 35.3% 30.8% 34.4% 25.8% 2,201 $ 2,561 -14% 2,740 $ 2,450 12% 8,1042,786 $ 7,194 1,859 13% 50% 2014 2013 Change 2014 2013 Change 2014 2013 Change ...... 777 788 -1% ...... 384 185 ...... $ ...... $ ...... $ 20 TEXAS INSTRUMENTS • 2015 FORM 10-K Operating profit % of revenue Operating profit * Operating profit % of revenue At the end of 2015,$323 total million cash from (Cash the and end cash of equivalents 2014. plus Short-term investments) was $3.22 billion, a decrease of Financial condition Other Revenue Other revenue decreased due towere legacy offset wireless by products. changes Operating in profit Restructuring was charges/other. about even as reductions in operating expenses Operating profit Embedded Processing revenue increased primarilyincrease. due Connectivity to increased Microcontrollers to and a Processors,Operating lesser which profit extent. contributed increased Revenue about primarily from equally due Processors to increased to the as higher a revenue result and of associated the gross mix profit. of products shipped. * Includes Acquisition charges and Restructuring charges/other Revenue Analog Revenue Segment results – 2014 compared with 2013 Net income was $2.82 billion,2013. an EPS increase benefited of $0.07 $659 from million,program. 2013 or due 30 to percent, a from lower 2013. number EPS of was average $2.57 compared shares outstanding with $1.91 as in a result of our stock repurchase Operating profit Operating profit % of revenue The income tax provision washigher $1.05 income billion before compared income with taxes $592credit and, million for to in 2012 a 2013. in lesser The 2013. extent, increase Our the in annual effect the effective of total tax the tax rate retroactive provision was reinstatement was 27 of due percent the to in federal 2014 research and tax 24 percent in 2013. Operating profit was $3.95 billion, or 30.3 percent of revenue, compared with $2.83 billion, or 23.2 percent, in 2013. Restructuring charges/other was a netpartially credit offset of by $51 restructuring million, charges which2013, and included reflecting other gains a expenses on $315 of sales million $24 ofrestructuring gain million. assets charges from This of of our compared $75 $126 transfer with million million. of a that wireless net were connectivity credit technology of to $189 a million customer in that was partially offset by Embedded Processing Analog revenue increased in allHPA, products HVAL lines. and Revenue SVA. from Operating Power profit grew increased the primarily most, due followed to by higher revenue revenue from, and in associated decreasing gross order, profit.

FORM 10-K recs lwa ecn frvne(non-GAAP) revenue of percent (GAAP) a revenue as of flow percent cash a Free as operations from flow Cash Revenue (non-GAAP) flow cash Free expenditures Capital (GAAP) operations from flow Cash most our the below. into to table insight Reconciliation the as liquidity, measures. in well our GAAP provided as into comparable is investors, insight the measures to provide to GAAP-based return ratios supplemental comparable to associated are directly available the measures potentially and non-GAAP cash flow These (also of cash performance. activities amount free financial operating the that from and believe calculated flows We capability was Cash operations). cash-generating flow not measure, from our cash were GAAP flow Free that comparable cash (GAAP). measures directly as States financial most to United are the referred the These from in measure. expenditures principles that Capital accounting on subtracting accepted based by ratios generally and with flow accordance cash in free prepared to references includes MD&A This information financial and financial Non-GAAP payments, necessary debt-related the months. and have 12 dividend we next our believe expenditures, the We with capital least 2015. 2015, needs, at of 31, capital for December end working requirements of the our business as at fund other investments combined to Short-term amounts plans of these operating billion of and $2.22 percent resources and 80 equivalents about cash owning and entities Cash U.S. of exercises billion these $1.00 2015, 2014. had In in We million activities. million 61.7 $616 financing repurchase from with to billion flows compared 2014 $2.74 Cash million in used in $442 used we reflected of billion 2015, also proceeds $2.83 In are cash with share. options provided compared of per stock This payment $0.34 of stock. dividend to exercises common annualized $0.30 Employee our an from shares. of dividend in dividend shares the resulting quarterly million in share, our 51.4 increases per increased repurchase reflecting $0.38 we to of 2014, to 2014, billion in $0.34 During $1.00 billion from share. repaid $1.32 increased per proceeds and with dividend $1.52 received discount) compared quarterly we issuance billion the 2014, original $1.44 2015, and of were During 2015 (net 2015 rate. both in debt In long-term paid 2014. fixed-rate Dividends in of debt. billion issuance maturing $3.94 the with from compared million we 2014. billion $498 addition, in $4.17 of In million used million. $142 activities $141 with financing of compared 2015, cash 2015 In used in million. that million $125 sales, $110 of of of cash net assets provided investments, of that short-term sales purchases, of from of purchases proceeds semiconductor net had had for primarily investments, we were short-term 2014 were periods of in expenditures both sales comparison, in Capital had In 2015, expenditures we For 2015, Capital 2014. 2014. In in in equipment. million million manufacturing $377 $385 with with compared compared credit million million our $302 $551 2015, used 31, activities December investing of 2015, until As In billion outstanding. paper. $2 paper commercial to commercial of up no issuance borrow had the to we for us and support allows as undrawn, and serves was banks also facility investment-grade facility of credit consortium This capital. a 2020. working with March by is an billion, provided facility $4.27 cash credit was in revolving 2015 increase Our Short- for an equivalents, activities to cash operating due and from primarily Cash flows 2014 are Cash from liquidity facility. million of credit $376 sources revolving of Additional rate increase operations. variable from a flow and cash investments is term liquidity of source primary Our the at inventory of Days 2014. resources of end capital the 2014. and from of Liquidity million end $93 the of at decrease 117 a with was compared This 115 2015. were 2014. 2014. of 2015 of of end of end end the end the the at with at billion compared 34 $1.69 million with was $81 compared Inventory of 2015 decrease of a end was the This at 2015. 33 of were end outstanding the sales at Days billion $1.17 were receivable Accounts ...... EA NTUET 05FR 0K21 10-K FORM 2015 • INSTRUMENTS TEXAS ...... 4,268 $ 13,000 $ 3,717 $ 0521 2013 2014 2015 (551) 28.6% 32.8% o er ne eebr31, December Ended Years For ,9 3,384 $ 3,892 $ 305$12,205 $ 13,045 $ 2,972 $ 3,507 $ 69 24.4% 27.7% 26.9% 29.8% 35 (412) (385)

FORM 10-K Payments Due by Period 1,083 $ 1,224 $ 1,312 $ 782 $ 4,401 1,290 $ 1,449 $ 1,437 $ 927 $ 5,103 ...... 69...... 30 90 13 2 40 39 — 62 35 — 261 82 32 169 ...... $ ...... 95 94 50 1 240 ...... $ obligations that will mature within 12 months. for as operating leases. payments due with a reducedon delivery when schedule. certain Excluded purchase from arrangements theto may table be be are paid, cancelled, cancellable which an arrangements. are additional However, not $4 depending reflected million in of the cancellation table. penalties may be required contributions to retirement benefit plans.difficulty Amounts in associated making with reasonably uncertain reliable taxRegarding estimates liabilities future of have funding the been of timing excluded retirement of becauseprojections benefit cash of beyond settlements plans, the 2016 with we are the plan not respective tofrom practical taxing contribute the to authorities. about plans’ estimate $100 asset due million performance, to in interest the 2016, rates rules but and affecting funding potential tax-deductible U.S. contributions and and non-U.S. the legislation. impact 22 TEXAS INSTRUMENTS • 2015 FORM 10-K We recognize revenue net ofdistributors allowances, under which programs are common management’s in estimatescurrent the of economic semiconductor future conditions industry. credits and These to contractual allowances bevolume-based terms, are granted incentives, and based to product are on customers returns recorded analysis or due when ofpricing to revenue historical arrangements. quality is data, For issues, recognized. instance, incentives Allowances we designed maycredits sell to include in to maximize response distributors growth to at opportunities individual standard andwhich competitive published special are opportunities. prices, determined To but quarterly estimate we based allowances, maythe upon we grant programs, recent use them with historical statistical price differences adjustment percentages adjustment among trends. ofallowances geographic Historical revenue, against regions claims our taken data estimates, into are and consideration. maintainedlevels. we We for Allowances adjust continually each are our monitor of also estimates the adjusted as actual when appropriate claimed recent to historical reflect data trends do in not distributor represent revenue anticipated and future inventory activity. Deferred compensation plan (e) We recognize revenue from sales ofusually our occurs products, upon including shipment direct or sales deliveryevidence to to of our the an distributors, customer arrangement when or exists; title distributor, whensales and depending sales to risk upon amounts distributors, of the are payment loss terms fixed is pass, of or due which the determinable; on sales and our order; when standard when collectability commercial persuasive is terms reasonably and assured. is For not contingent upon resale of the products. Revenue recognition Operating lease obligations (b) Software license obligations (c) Purchase obligations (d) Critical accounting policies In preparing our consolidated financialwe statements use in statistical conformity analyses, with estimates accountingactual and principles results. projections generally We that accepted consider affect in the the thecondition following reported United and accounting amounts States, that policies and require to related the be disclosuresprojections, most those and there subjective that may could judgment. are vary be If most from a actual important significant results to effect differ the on significantly portrayal our from of financial management’s our statements. estimates financial and (a) Includes the related interest payments and amounts classified as the current portion of long-term debt, specifically Total (f) (b) Includes minimum payments for leased facilities and equipment(c) and purchases of industrial gases Includes under payments contracts under accounted (d) license agreements for electronic design Includes automation contractual software. arrangements with suppliers where there is a fixed, non-cancellable payment schedule or minimum (e) Includes an estimate(f) of payments under this plan for Excluded the from liability the that table existed are at $84 December million 31, of 2015. uncertain tax liabilities under ASC 740, as well as any planned future funding Long-term debt obligations (a) Contractual Obligations 2016 2017/2018 2019/2020 Thereafter Total Long-term contractual obligations

FORM 10-K nce usqett h n farprigpro r elce ntepro feateta iceetxitem. tax discrete a as enactment law of tax period in the changes in Retroactive reflected estimates. are then-current these period on affect reporting based could a is year of statements the end forward-looking during the in enacted to reflected law subsequent rate tax enacted tax in effective changes the Significant above, law. described tax factors material the a to have addition could In changes eventual Such or reinvestment change. could permanent years. the operations future for non-U.S. in increase plans our expense or our of tax reduction Also, certain on accompanying made. of effect periods. an are earnings future and determinations accumulated in assets such the income tax when of or taxable deferred period repatriation U.S. of the the assessment in to in our changes adjustments income on including material Net impact factors, require in their various may future and to any, be regarding conditions due if can judgment market change changes, that Our in may These years years. criteria changes prior future these and in in on laws income income tax based taxable taxable assets international the and tax the assets, carrybacks, deferred tax including tax credit our deferred evaluated deferred and of the are absorb losses recoverability for criteria to operating allowance relevant used net not valuation certain be absorb is a process, can to recovery of this that used If form In liabilities recovered. the recoverable. tax be in ultimately deferred can reserve be of assets a to existence tax recording not deferred by estimated our increased are that be that must likelihood assets taxes the assess for historical must provision the we the in process, likely, reflected financial is our what of than part different As reasonable, be are not estimates will the matters ultimate believe these the we of accruals. of Although outcome and estimate due. final provisions an be the tax on will that income based taxes given recognize jurisdictions additional be We tax which, can laws. other to assurance tax and extent no complex is U.S. the of outcome the and application tax in whether, the ultimate issues of in the audit resolution uncertainties where tax with calculations anticipated dealing and for involves transactions liabilities many liabilities potential be tax may of there calculation business, The global uncertain. differences of temporary course from ordinary arise the expense. that In assets and of tax revenue calculation deferred of the of recognition in recoverability statement judgments the financial and in and estimates and tax certain liabilities, the make tax between must resultant we the purposes, and statement provisions financial tax for income Net determining In handling and include taxes shipping We of Income made. costs is the determination include such We period revenue. the in impact in fees the charge shipping assess a of COR. we record reimbursement in risk, will for of at necessary, customers collectability is if from monitor collection and, received We When debts amounts collected. aging. bad be receivable for not accounts recorded may the amounts estimate of on we review that through receivable primarily accounts receivable for accounts allowances consider record we we when addition, and In contractual agreements our the on of based terms portfolio the probable. patent under be our earned to of when payment licenses revenue of to royalty realization related recognize revenue We royalty licensees. of with timing agreements and amount or the customer locations. determine the designated We when at occurs store delivery we but that arrangements above, inventory consignment discussed consignment including principles from agreements, the product consignment with pulls inventory accordance distributor to in subject recognized are is manner. that distributors, timely products with a our in of distributors sales to from credits Revenue for allowances estimate reliably price and product reasonably identified can the product. we on that believe based of We credit is inventory may credit on-hand is we of distributor’s that inventory, type each product on-hand this of a distributor’s for estimate for each allowance our price in The to new remaining prices. applied a still those difference publish product between as we same difference estimated if the the inventory, addition, for for their In distributors them in us. by from products paid purchases obsolete that distributor’s or than each slow-selling lower of certain scrap percentage to fixed allowance negotiated an a distributors provide also may We EA NTUET 05FR 0K23 10-K FORM 2015 • INSTRUMENTS TEXAS

FORM 10-K 24 TEXAS INSTRUMENTS • 2015 FORM 10-K As of December 31, 2015,investments a hypothetical in cash 100 equivalents basis point and$111 increase short-term million. investments in Because by interest interest $6 rates rates million wouldassociated on and decrease with our decrease the long-term long-term the fair debt. debt fair value are value of fixed, of our changes our in long-term interest debt rates by would not affect the cash flows We have the following potentialour exposure investments to in changes cash in equivalents interestchanges and rates: in short-term (1) interest investments, the rates which effect on could of the produce changes fair a in value gain interest of or rates our a on debt. loss; the and fair (2) value the of effect of Interest rate risk We use these forward currencynon-U.S. exchange dollar contracts net to balance reduce sheet theoutstanding exposures. earnings with For impact a example, exchange notional at rate value year-end fluctuationsyen 2015, of may and we $464 have $139 million had on million to forward our to hedge currency sell exchange net euros). contracts balance Similar sheet hedging exposures activities (including existed $175 at million year-end to 2014. sell Japanese Our balance sheet also reflectsdollar amounts balance remeasured sheet from exposure non-U.S. is dollarexchange hedged currencies. rates, Because by a forward most hypothetical of currency 10 the exchangewould percent aggregate contracts, result plus based non-U.S. in or on a minus year-end pre-tax fluctuation 2015 currency in balances exchange non-U.S. and gain currency currency or exchange loss rates of relative less to than the $1 U.S. million. dollar The U.S. dollar is theU.S. functional dollars currency or for other financial currencies. reporting.and Exchange Our consequently rate non-U.S. on fluctuations entities our can own effective have assets tax a or rate. significant liabilities impact denominated on in taxable income in those jurisdictions, ITEM 7A. Quantitative and Qualitative Disclosures About MarketForeign Risk. exchange risk See Note 12 to the financial statements for a discussion of our commitments and contingencies. Commitments and contingencies As of December 31, 2015,Regulation we had S-K. no significant off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of SEC See Note 2 to the financial statements for information on newOff-balance accounting sheet standards. arrangements Changes in accounting standards Inventory is valued net ofallowances allowances are for determined unsalable quarterly or for obsoleteand raw raw obsolescence materials materials, reasons. and work-in-process For work-in-process and finished based finishedindividual goods, on goods. parts quarterly historical Statistical to statistical disposals historical allowances of shipments, are inventorybe current determined for sold. backlog by salability A and comparing specific estimated inventory allowance future levelsallowance. for sales of Examples each in are material order an type to end-of-life will identifyfor part be inventory instances or carried judged where demand if unlikely inventoried with there to costs imminent isoffs for a risk of individual of significant inventory products cancellation. event for are Allowances not salability in are capturedallowances and excess also by due obsolescence of calculated the to reasons market quarterly statistical changes may prices in differ for customer from those demand, estimates products. and customer Actual negotiations, calculations future used technology write- to shifts determine and valuation other factors. Inventory valuation allowances

FORM 10-K r ttduigteeut ehd e oe8t h iaca ttmnsfrdtiso qiyadohrln-eminvestments. long-term other and equity of details for statements funds financial capital the venture to remaining 8 cost. the Note at in See stated Investments method. are income. equity values funds Net the fair capital in using investments’ venture expensed stated offset the some are are to in and other-than-temporary expected decrease securities be are or equity to investments increase Non-marketable deemed fund percent results. Impairments mutual 10 operating a the affect of that materially prices such not in liabilities would Changes compensation value. deferred fair in at changes stated related are funds mutual in Investments following: the include 2015 year-end at investments Long-term risk Equity • • • iblte eae odfre opnainarneet.Temta ud odavreyo etadeut investments. investments equity Equity and debt of method). variety cost a or hold funds funds capital mutual venture The in arrangements. Investments compensation deferred to related liabilities funds mutual in Investments nldsnnmreal nnpbil rdd qiysecurities. equity traded) (non-publicly non-marketable includes – nldsmta ud htwr eetdt eeaertrsta fstcagsi certain in changes offset that returns generate to selected were that funds mutual includes – EA NTUET 05FR 0K25 10-K FORM 2015 • INSTRUMENTS TEXAS nldsivsmnsi iie atesis(cone o ne ihrteequity the either under for (accounted partnerships limited in investments includes –

FORM 10-K 26 TEXAS INSTRUMENTS • 2015 FORM 10-K Schedules have been omitted becausesubmission the of required the information schedule, is or notthereto. because present the or information not required present is in included amounts in sufficient the to consolidated require financial statements or the notes Income for each of the three years inComprehensive the income period for ended each December of 31, the 2015 three yearsBalance in sheets the at period December ended 31, December 2015 31, and 2015 2014 Cash flows for each of the three yearsStockholders’ in equity the for period each ended of December the 31, three 2015 years in the period ended December 31, 2015 List of Financial Statements (Item 15(a)) ITEM 8. Financial Statements and Supplementary Data.

FORM 10-K e copnignotes. accompanying See EPS diluted for stock common to allocated Income RSUs units to stock allocated restricted Income unvested following: to the allocated using be income calculated to Net is income EPS Net of diluted portion equivalents, a dividend requires pay which we 260, which ASC on rule (RSUs) accounting of result a As share common per declared dividends Cash (millions): outstanding shares Average (EPS): share common per Earnings income Net taxes income for Provision taxes income before Income expense debt and Interest (OI&E) net (expense), income Other profit Operating charges/other Restructuring charges Acquisition (SG&A) administrative and general Selling, (R&D) development and Research profit Gross (COR) revenue of Cost Revenue Income of Statements Consolidated Mlin fdlas xetsaeadprsaeamounts) per-share and share except dollars, of (Millions Diluted Basic Diluted Basic ...... EA NTUET 05FR 0K27 10-K FORM 2015 • INSTRUMENTS TEXAS ...... 2,986 $ 2.86 $ 2,986 $ 2,944 $ 1.40 $ 2.82 $ 13,000 $ 0521 2013 2014 2015 1,030 1,230 4,216 4,274 1,280 7,560 1,748 1,043 5,440 o er ne eebr31, December Ended Years For 329 (42) (71) 32 90 ,2 2,162 $ 2,821 $ 1.94 $ 2.61 $ 2,162 $ 2,821 $ ,7 2,126 $ 2,778 $ 1.07 $ 1.24 $ 1.91 $ 2.57 $ 12,205 $ 13,045 $ ,6 1,098 1,065 ,5 592 2,754 1,053 3,874 2,832 3,947 1,522 6,364 1,358 7,427 ,4 1,858 1,843 ,8 1,113 1,080 5,841 5,618 3 341 330 4)(36) (43) 5)(189) (51) 117 21 495 94

FORM 10-K 11 (4) 171 (1) (3) 42 71 — (3) (46) 105 $ 2,817 $ 2,333 $ 2,821 $ 2,162 1 53 20 — — (74) For Years Ended December 31, 2015 2014 2013 $ 2,986 $ 2,986 ...... Recognized within Net income, net of tax benefit (expense) of ($25), ($21) and ($37) Adjustment, net of tax benefit (expense) of $36, $25 and ($60) Adjustment, net of tax benefit (expense) of ($11), $0 and $1 Recognized within Net income, net of tax benefit (expense) of $0, $0 and $2 Recognized within Net income, net of tax benefit (expense) of ($1), ($1) and ($1) Other comprehensive income (loss), net of taxes Net actuarial gains (losses) of defined benefit plans: Prior service (cost) credit of defined benefit plans: Derivative instruments: 28 TEXAS INSTRUMENTS • 2015 FORM 10-K (Millions of dollars) See accompanying notes. Total comprehensive income Consolidated Statements of Comprehensive Income Net income Other comprehensive income (loss)

FORM 10-K e copnignotes. accompanying See equity stockholders’ and liabilities Total equity: Stockholders’ liabilities Total debt Long-term liabilities: Current equity stockholders’ and Liabilities assets Total investments Long-term cost at equipment and plant Property, assets: Current Assets amounts) share except dollars, of (Millions Sheets Balance Consolidated eerdicm taxes income Deferred plans retirement Underfunded net intangibles, Acquisition-related net Goodwill, eerdceisadohrliabilities other and credits Deferred net licenses, software Capitalized taxes income Deferred vruddrtrmn plans retirement Overfunded te assets Other oa tchles equity (AOCI) stockholders’ taxes Total of net (loss), income comprehensive other Accumulated cost at stock common Treasury earnings Retained capital Paid-in shares 2,400,000,000 – Authorized value. par $1 stock, Common shares 10,000,000 – Authorized value. par $25 stock, Preferred liabilities current Total debt long-term of portion Current net equipment, and plant Property, depreciation Accumulated assets current Total assets current other and expenses Prepaid Inventories equivalents cash and Cash cre xessadohrliabilities other and expenses Accrued payable taxes Income compensation Accrued payable Accounts ($12) and ($7) of allowances of net receivable, Accounts investments Short-term hrs 05–795757 04–694,189,127 – 2014 729,547,527; – 2015 Shares: 1,740,815,939 – issued Shares issued. None preferred. cumulative Participating a materials Raw iihdgoods Finished process in Work ...... EA NTUET 05FR 0K29 10-K FORM 2015 • INSTRUMENTS TEXAS ...... 16,230 $ 16,230 $ 1,000 $ 1,000 $ (24,068) 31,176 052014 2015 (2,869) 1,000 9,946 1,629 1,741 6,284 2,555 2,596 5,465 7,074 1,691 3,120 4,362 1,165 2,218 1,583 (532) eebr31, December 221 196 410 664 386 109 376 201 736 846 — 95 37 46 85 62 17,372 $ 17,372 $ 1,001 $ 1,199 $ (21,840) 10,390 29,653 (3,426) 1,368 1,741 6,982 2,658 2,840 6,266 7,421 1,784 3,630 4,362 1,246 2,342 1,902 (532) 850 224 225 498 651 437 101 405 180 787 896 127 233 — 71 64 83

FORM 10-K 746 (3) (7) 59 82 6589 (136) 18 (73)(61) (6) 50 (49) 16 (81) 78 (53) 26 (58) 28 (21) (152) 616 1,314 100 80 142 21 498 986 277 287 850321 879 336 (385) (412) (377) (3) (428) 211 (194) (284) 2,966 4,249 3,892 3,384 1,627 1,416 (3,107) (3,907) (1,000)(1,323) (1,500) (2,831) (1,175) (2,868) (3,943) (3,170) $ 1,199 $ 1,627 $ 2,821 $ 2,162 7 (3) 14 83 48 77 11 93 94 (85) (55) (23) (68) 442 110 498 286 766 319 (551) (302) (199) (188) For Years Ended December 31, 2,892 4,268 1,199 2015 2014 2013 (1,444) (2,741) (2,767) (1,000) (4,165) $ 1,000 $ 2,986 ...... Stock-based compensation Gains on sales of assets Deferred income taxes Accounts receivable Depreciation Amortization of acquisition-related intangibles Amortization of capitalized software Inventories Accounts payable and accrued expenses Accrued compensation Income taxes payable Prepaid expenses and other current assets Excess tax benefit from share-based payments Proceeds from short-term investments Other Dividends paid Stock repurchases Proceeds from common stock transactions Other Proceeds from asset sales Purchases of short-term investments Repayment of debt Proceeds from issuance of long-term debt Capital expenditures Increase (decrease) from changes in: Net income Adjustments to Net income: Changes in funded status of retirement plans Other 30 TEXAS INSTRUMENTS • 2015 FORM 10-K Cash and cash equivalents at beginning of period See accompanying notes. Net change in Cash and cash equivalents Cash and cash equivalents at end of period Cash flows from financing activities Cash flows from financing activities Cash flows from investing activities Cash flows from investing activities Cash flows from operating activities Consolidated Statements of Cash Flows Cash flows from operating activities (Millions of dollars)

FORM 10-K e copnignotes. accompanying See 2015 31, December Balance, 2015 2014 31, December Balance, 2014 2013 31, December Balance, 2013 2012 31, December Balance, Equity Stockholders’ of Statements Consolidated Mlin fdlas xetprsaeamounts) per-share except dollars, of (Millions iiedeuvlnspi nrsrce tc units stock Other restricted on paid taxes equivalents of Dividend net (loss), income comprehensive options Other of exercise from impact Tax compensation Stock-based repurchases awards Stock stock-based for issued share) stock per Common ($1.40 paid and declared Dividends income Net units stock Other restricted on paid taxes equivalents of Dividend net (loss), income comprehensive options Other of exercise from impact Tax compensation Stock-based repurchases awards Stock stock-based for issued share) stock per Common ($1.24 paid and declared Dividends income Net units stock Other restricted on paid taxes equivalents of Dividend net (loss), income comprehensive options Other of exercise from impact Tax compensation Stock-based repurchases awards Stock stock-based for issued share) stock per Common ($1.07 paid and declared Dividends income Net ...... 4 — ...... — — (4) — — ...... — — (4) — ...... — — ...... — — ...... — — — ...... — — — ...... $ ...... — — — 277 — ...... — — — 287 — ...... —10——— — — 110 — — ...... — — 25 — ...... EA NTUET 05FR 0K31 10-K FORM 2015 • INSTRUMENTS TEXAS ...... —— — — ...... — — — ...... (4) — — — — 171...... — — — — ...... — — ...... — — ...... ,4 ,2 116$(408 (532) $ (24,068) $ 31,176 $ 1,629 $ 1,741 $ Common Stock ,4 ,6 963(180 (532) (21,840) 29,653 1,368 1,741 (528) (19,790) 28,173 1,211 1,741 (699) $ (18,462) $ 27,205 $ 1,176 $ 1,741 1)—— — (19) — — 8 — — — (2,741) — — ———1— —— 286 — —— — —90— ——— — ,8 — — 2,986 — — 16 1 — — 513 — — (1,444) (116) — — — Paid-in Capital 26 8 — 781 — (226) — 1,540 — (273) Retained Earnings 133 — — (1,323) — — (1,175) ,2 — — 2,821 — — 2,162 1)—— — (18) — — (19) Common Treasury tc AOCI Stock 281 — (2,831) — (2,868)

FORM 10-K 384777 185 788 2,740 2,450 2,201 2,561 $ 8,104 $ 7,194 $ 13,045 $ 12,205 $ 2,786 $ 1,859 $ 3,947 $ 2,832 596 630 For Years Ended December 31, 2,787 1,874 2015 2014 2013 $ 8,339 $ 13,000 $ 3,048 $ 4,274 – consists of the following product lines: Microcontrollers, Processors and Connectivity...... products, calculators, custom ASICs and royalties received from agreements involving license rights to our patent – consists of the following product lines: High Volume Analog & Logic; Power Management; High Performance ...... ® ...... Analog Analog; and Analog,Semiconductor which Corporation consists (National) primarily in of 2011. productsEmbedded that Processing we acquired through our purchase of National • • Other Analog Analog Embedded Processing Embedded Processing Other 32 TEXAS INSTRUMENTS • 2015 FORM 10-K Total operating profit Operating profit: Total revenue Revenue: Segment information With the exception of goodwill,maker we evaluate do operating not segments identify using orpolicies discrete allocate of asset assets the information. by segments We operating are have segment, the no nor same material does as intersegment the those revenue. chief described The operating below accounting decision in the summary of significant accounting policies and practices. Our centralized manufacturing and supportoperating organizations, segments, such including as those facilities, in procurementsegments Other. and on Costs logistics, a incurred provide per-unit by support basis. these tosegments’ Consequently, organizations, our results depreciation including and, expense depreciation, therefore, is are is not chargedOther. not an to provided. independently the The identifiable assets component and within liabilities the associated with these organizations are included in We also include in Otherthese items items that include are Acquisition not charges usedproducts; (see in and Note evaluating certain 13); the corporate-level restructuring results items, charges ofand such (see or losses as Note in from litigation 3); allocating other revenue expenses, resources activities, environmental from toactivities including our costs, our to asset legacy insurance segments. our dispositions. wireless settlements, Examples operating We and of segments allocate gains based the on remainder specific of methodologies, our such expenses as associated percentage with of corporate operating expenses or headcount. portfolio. We report the results ofquantitative our remaining thresholds business for activities individually in reportableincludes Other. segments DLP Other and includes cannot operating be segments aggregated that with do other not operating meet segments. the Other We design, make and sellsegments, semiconductors which to are electronics established designers along and major manufacturers categories all of over products the as world. follows: We have two reportable Notes to financial statements 1. Description of business, including segment and geographic area information

FORM 10-K .Bsso rsnainadsgiiatacutn oiisadpractices and policies accounting significant and presentation of Basis 2. h rprto ffnnilsaeet eursteueo siae rmwihfnlrslsmyvary. may results final which from estimates of use the requires statements financial of preparation The following: prior the retrospectively the in apply amounts to certain including reclassified presentation, per-share have 2015 except We the notes, indicated. to these otherwise conform in unless to tables dollars statements and U.S. financial have statements of periods’ transactions financial millions and the in balances in stated intercompany amounts are All dollar amounts, subsidiaries. All all consolidation. of in accounts eliminated herein. the been presented include periods statements all financial for consolidated the comparable The in is accepted statements generally financial principles these accounting of with basis accordance The in (GAAP). prepared States been United have statements financial consolidated The presentation of Basis 2013. or 2014 in primarily revenue recognized of revenue, more of or percent percent 11 10 approximately for for accounted accounting customer Inc., No Apple segment. was Analog 2015 our in in customer end and single 2014 largest in Our million $546 2015, in million $471 customer was Major Philippines the in sites two our at equipment and plant Property, (a) net equipment, and plant property, Total net: equipment, and plant Property, $5.2 and 2014 in billion $5.7 2015, in billion $5.8 was Kong, Hong including China, into shipped products from Revenue (a) revenue Total Revenue: to export turn in may they which products, end our own to their shipped of are manufacture products the world. be our in the to of parts around tend many these customers products Specifically, include their our products. may because their who the consumed manufacture China of ultimately customers in indicative are our customers necessarily products where not our locations is containing the information applications to location, revenue end shipped payor The the royalty location. which and physical in destination on area shipment based geographic product equipment, on and based plant revenue, property, includes and information area geographic following The information area Geographic eto world of Rest Japan Africa and East Middle Europe, (a) Asia States United Japan Africa and East Middle Europe, (a) Asia States United eto world of Rest e tnado lsiyn etisac ot seCagsi conigsadrsblwadNt 11). Note and below and standards 6), accounting Note in and Changes below (see standards costs accounting issuance in debt Changes classifying (see on taxes standard income new deferred A classifying on standard • new A • 68mlini 2013. in million $678 2013. in billion ...... EA NTUET 05FR 0K33 10-K FORM 2015 • INSTRUMENTS TEXAS 13,000 $ 1,612 $ 0521 2013 2014 2015 2,163 7,910 1,127 2,596 $ 1,370 $ o er ne eebr31, December Ended Years For 188 0521 2013 2014 2015 122 130 958 16 305$12,205 $ 13,045 $ 1,666 $ 1,625 $ eebr31, December ,4 3,399 $ 2,840 $ ,3 1,765 $ 1,436 $ ,9 1,926 7,370 2,294 7,915 ,3 1,072 1,032 ,9 1,277 1,096 7 171 179 2 144 196 124 162 217 22

FORM 10-K 34 TEXAS INSTRUMENTS • 2015 FORM 10-K Restructuring activities associated with assetscommit are to recorded a as plan an to adjustmentof abandon to depreciation a the to long-lived basis reflect asset of the before thecarrying use the asset, value of end not to the of as its asset its a net over previously liability.requiring realizable its estimated When testing value shortened useful we of and useful life, the cease life. we recoverability depreciation. When accelerate of Restructuring an the intangible actions asset recognition assets, is may including held be goodwill. viewed for sale, as we an write impairment down indicator the Restructuring charges Restructuring charges may consist ofdue voluntary to or exit involuntary activities. severance-related We charges,recognize recognize asset-related involuntary voluntary charges severance-related termination and charges benefits other depending when costs benefit on the arrangement whether employee or the accepts under termination the a offered benefitsthe one-time benefit are amounts benefit provided arrangement. are arrangement. under We estimable. If an If the ongoing the former, latter, we we recognize recognize the the charges charges once once they the are benefits probable have and been communicated to employees. Advertising costs We expense advertising and other$46 promotional million costs in as 2013. incurred. This expense was $46 million in 2015, $45 million in 2014 and We recognize shipping fees received from customers in revenue, and we include the shipping and handling costs in COR. In addition, we record allowancesaccounts for receivable accounts primarily receivable through that review weamounts of estimate recorded the may for accounts not bad receivable be debts aging. collected. and, When We if collection monitor necessary, is collectability will at of record risk, a we charge assess in the the impact period on such determination is made. We determine the amount andagreements timing with of licensees. royalty We revenue recognize relatedrealization royalty to of revenue licenses payment when of to earned our be under patent probable. the portfolio terms based of on the our agreements contractual and when we consider Revenue from sales of ourwith products distributors, that is are recognized subject in todistributor accordance inventory pulls with consignment product the agreements, from principles including consignment discussed consignment inventory above, arrangements that but we delivery store occurs at when designated the locations. customer or We believe we can reasonably and reliably estimate allowances for credits to distributors in a timely manner. We may also provide distributorsnegotiated an allowance fixed percentage to scrap of certain eachlower slow-selling distributor’s than or purchases that obsolete from paid products us. by In inthem distributors addition, their for for inventory, if the the estimated we difference same publish as between product a adifference those still new applied prices. remaining price to The in for our allowance each a estimate for distributor’s product of this on-hand that each type inventory, is distributor’s of we on-hand credit may inventory is credit of based that on product. the identified product price We recognize revenue net ofdistributors allowances, under which programs are common management’s in estimatescurrent the of economic semiconductor future conditions, industry. credits and These to contractual allowances bevolume-based terms are granted incentives, and based to product are on customers returns recorded analysis or due when ofpricing to revenue historical arrangements. quality is data, For issues, recognized. instance, incentives Allowances we designed maycredits sell to include in to maximize response distributors growth to at opportunities individual standard andwhich competitive published special are opportunities. prices, determined To but quarterly estimate we based allowances, maythe upon we grant programs, recent use them with historical statistical price differences adjustment percentages adjustment among trends. ofallowances geographic Historical revenue, against regions claims our taken data estimates, into are and consideration. maintainedlevels. we We for Allowances adjust continually each are our monitor of also estimates the adjusted as actual when appropriate claimed recent to historical reflect data trends do in not distributor represent revenue anticipated and future inventory activity. Revenue recognition We recognize revenue from salesusually of occurs our upon products, shipment including or directpersuasive delivery sales evidence to to of the our an customer distributors, arrangement or whenreasonably exists; distributor, title assured. when depending and For sales upon risk sales amounts the of to are terms lossof distributors, fixed of pass, the payment or the which products. is determinable; sales due and order; on when when our collectability standard is commercial terms and is not contingent upon resale Significant accounting policies and practices

FORM 10-K epeetivsmnso u osldtdBlneSet scs qiaet,sottr netet rlong-term or investments short-term equivalents, follows: cash as as are Sheets details Balance Specific Consolidated investments. our on investments present We of computation the from Investments exclude to securities periods dilutive these 2013. potentially for during share no share common were common per There per during earnings anti-dilutive. earnings outstanding diluted been diluted were of have that computation would stock the effect common from their of excluded because shares were million respectively, 11 2014, and and million 2015 12 representing securities dilutive Potentially for stock common to allocated Income EPS: Diluted plans compensation Stock-based shares: dilutive for Adjustment for stock common to allocated Income EPS: Basic millions): in (shares follows as are share common below. per is table earnings therefore, the of and, in reconciliation securities shown and participating as Computation these stock, of to common purposes allocated to for is allocated used income EPS is Net of method of calculation two-class portion the our the a from as and method, excluded such securities two-class equivalents, the participating dividend be Under or to EPS. dividends considered calculating receive are to (RSUs), rights units non-forfeitable stock contain restricted that awards payment share-based Unvested basis. revenue) transactions (EPS) from These share (excluded customers. per net our Earnings a from on taxes Income excise of and Statements value-added sales, Consolidated as our such in taxes presented collect are to deferred us the require of transactions all Some or some that taxes not assessed the than Other in likely recognized more been is the have it for that when realized. refundable events allowance be or of valuation not payable consequences a will taxes tax record assets of future We tax amount for returns. the liabilities tax record and or We assets statements approach. tax financial liability deferred and the asset and an year using current taxes income for account We taxes Income iue P calculation EPS diluted RSUs to allocated Income income Net calculation EPS basic RSUs to allocated Income income Net • • • nNt .W eemn oto mrie ot saporae naseii dniiainbasis. identification described specific fully a more on are appropriate, which as method, cost, cost amortized or or method cost equity determine trading, We sale, 8. for Note available in either as investments our classify investments: of Classification and short-term capital securities. in preserve them to include are and activities investments: returns. operations investment Long-term appropriate current short-term beyond in and generating maturities use while equivalent with for cash liquidity securities available our maintain debt being of in as objectives investments investment primary consider our The We of investments. equivalents. date cash the be from to days investment 90 our of date the from investments: short-term and equivalents Cash ...... ogtr netet oss fmta ud,vnuecptlfnsadnnmreal equity non-marketable and funds capital venture funds, mutual of consist investments Long-term .... eedn norraosfrhligteivsmn n u wesi ecnae we percentage, ownership our and investment the holding for reasons our on Depending ,4 ,4 2.82 $ 1,043 2,944 $ 2.86 $ 1,030 2,943 $ 2,986 $ 2,986 $ EA NTUET 05FR 0K35 10-K FORM 2015 • INSTRUMENTS TEXAS noeSae EPS Shares Income Net (42) (43) ecnie netet ndb euiiswt auiiso 0dy rless or days 90 of maturities with securities debt in investments consider We 2015 13 ,7 ,8 .7$216113$1.91 $ 1,113 2,126 $ 2.57 $ 1,080 2,778 $ 1.94 $ 1,098 2,125 $ 2.61 $ 1,065 2,777 $ ,2 2,162 $ 2,821 $ 2,162 $ 2,821 $ o er ne eebr31, December Ended Years For noeSae EPS Shares Income Net 4)(36) (43) (37) (44) 2014 515 15 noeSae EPS Shares Income Net 2013

FORM 10-K 36 TEXAS INSTRUMENTS • 2015 FORM 10-K We do not use derivatives for speculative or trading purposes. In connection with the issuance ofrecognized long-term in debt, AOCI we and use amortized financial over derivatives the such life as of treasury the rate related lock debt. agreements The that results are of these derivative transactions have not been material. Derivatives and hedging We use derivative financial instrumentsforeign to currency manage exchange exposure contracts, to which foreignfluctuations are exchange may used risk. have as These on economic instruments our hedges areforward non-U.S. to primarily foreign dollar reduce forward currency net the exchange balance earnings contracts sheet impactcurrency are exposures. that derivative credited Gains exchange instruments. or and rate charged losses to from OI&E. changes We in do the not fair apply value hedge of accounting these to our foreign Foreign currency The functional currency for ourare non-U.S. remeasured subsidiaries into is the the functional U.S.liabilities currency. dollar. and Current Accounts long-term assets recorded liabilities (except in are inventories), currenciesand remeasured deferred other equipment at income than with exchange taxes, the associated rates other U.S. depreciation in assets, dollar accounts and effect current other inventories at than are the depreciation valued end for at ofgains each historical each and month exchange reporting losses are rates. period. from remeasured Revenue Property, remeasurement at and plant are the expense credited appropriate or daily charged rate to of OI&E. exchange. See Currency Note exchange 13 for additional information. Goodwill and indefinite-lived intangibles Goodwill is not amortized butperform is our reviewed annual for goodwill impairment impairment annuallyreporting test or unit as more to of frequently its October if associated 1 certain carrying for impairment value, our indicators including reporting arise. goodwill. units, We which See Note compares the 9 for fair additional value for information. each Impairments of long-lived assets We regularly review whether factsother or long-lived circumstances assets, exist including that indicate intangibleprojected the assets, undiscounted carrying are net values impaired. cash of We flows property, assessis associated the plant based with recoverability and on those of equipment the assets assets or excess to byvaluations, of their comparing if the respective the applicable, carrying carrying amount or amounts. over by Any the discounted impairment fair cash charge value flows. of those assets. Fair value is determined by available market Property, plant and equipment; acquisition-relatedProperty, intangibles plant and and other equipment capitalized are costs Our stated cost at basis cost includes and certain depreciatedacquisition. assets over acquired Leasehold their in improvements estimated business are useful combinations amortized livesthe using that using estimated the were the useful initially straight-line straight-line lives recorded method method. of at overestimated the the fair economic improvements. value shorter life We of as of amortize of the the acquisition-related the remainingof assets. intangibles date lease the Capitalized on of term license. software a or Fully licenses straight-line depreciated generally basis or are over amortized amortized the assets on are a written straight-line off basis against over accumulated the depreciation term or amortization. We review inventory quarterly forto salability be and sold. obsolescence. The A statistical statisticalestimated allowance allowance future is is sales. based provided A on for specific an inventorystatistical allowance analysis considered allowance. for of unlikely We each historical write material disposal off type activity, inventory will historical in be customer the carried shipments, period if as in there well which is as a disposal significant occurs. event not captured by the Inventories Inventories are stated at the lowerstandard of cost cost basis, or which estimated approximates net costfactory realizable on capacity. value. a Cost Cost first-in associated is first-out with generally basis. underutilizationincluded computed Standard of in on cost capacity our a is is finished currently based expensed goods adjusted on as inventory.respectively. the incurred. Consigned normal Inventory inventory utilization held was of at $275 installed consignment million locations and is $258 million as of December 31, 2015 and 2014,

FORM 10-K ragmnsetrdit rmtral oiidatrteefciedt.W ontepc hssadr ohv aeilimpact material a have to standard all this to expect prospectively not operations. it do of adopt We results will date. and of we effective position licenses and the financial for 2016, after our a accounting 1, modified on as the January materially solely with beginning or or software effective into asset internal-use is entered an of standard arrangements as licenses This separately for assets. for accounting intangible accounted the acquired be aligns other should also license standard that This whether contract. and service Arrangement license, Computing software Cloud a a contains in arrangement Paid 2015-05, Fees operations. No. for of ASU Accounting results issued Customer’s and FASB position the periods financial 2015, reporting our April interim on In and impact annual material for no effective have includes is will also standard and and This 2016, consolidation evaluation. 1, possible that January for from beginning holdings resulting investment disclosures certain in evaluate changes entities possible reporting 2015-02, way No. the ASU changes issued which inventory. FASB are consignment the goods from 2015, the pulled February recognize when are In We obligations goods transactions. performance the revenue our when we our of revenue as of satisfaction recognize operations majority upon we of a distributors, sales, results on to consignment and revenue sales For position recognizing including shipped. preliminary financial of customers, our our timing to on on or sales Based impact manner on method. material the revenue transition a change this selected have to of our not expect impact as will not the potential well standard do permits the as new and evaluating operations, the 2016, currently of believe 15, are results we after December We and assessment, of beginning method. position date periods transition financial effective reporting effect our original interim cumulative on the and or standard 2015, before annual retrospective July not for the In 2017, but either disclosures. 15, adoption, of additional December early use requires to permits and year standard industries one This all by date. across date that used effective be the to deferred recognition FASB revenue the for 2014-09, guidelines No. of ASU set issued single FASB the 2014, May In the adopted of yet effect not The 6. Standards this Note herein. adopted in presented We periods quantified allowed. is prior is to Sheets adoption it Balance Early applied Consolidated retrospectively, 2016. retrospectively our or 15, and on prospectively December 2015, reclassifications either current after 31, or applied beginning December assets be periods of current can interim as either standard and standard in This annual reported liabilities. for balance previously or effective consolidated taxes assets is their income noncurrent and on deferred to noncurrent that reclassified as is be jurisdiction requirement shall taxing new liabilities a this within of liabilities effect and The assets sheets. tax deferred 2015-17, all ASU classify issued companies our FASB on the impact 2015, no November had In standards these address Consolidated to our made on we reclassification and reclassification Income. the 2015, The of of 31, 11. Statements effect December Note Consolidated The of in as herein. quantified line-of-credit standards presented is with these periods Sheets associated prior adopted Balance Costs We to direct assets. assets. standards a deferred deferred the as as as applied reported recorded recorded retrospectively be were be arrangements, costs to such line-of-credit continue Previously, with may balance. associated arrangements costs debt Meeting for related EITF except the 2015 debt, of 18, of reduction June issuance at the Announcement with Staff associated to costs Pursuant Paragraphs SEC to Update Amendments Standards Accounting issued (FASB) 2015-15, Board ASU Standards Accounting Financial 2015-03, the No. respectively, (ASU) 2015, August and April In period current for standards Adopted standards accounting in Changes rsnainadSbeun esrmn fDb suneCssAscae ihLn-fCei ragmns– Arrangements Line-of-Credit with Associated Costs Issuance Debt of Measurement Subsequent and Presentation neet–Iptto fItrs Sboi 3-0:SmlfigtePeetto fDb suneCosts Issuance Debt of Presentation the Simplifying 835-30): (Subtopic Interest of Imputation – Interest EA NTUET 05FR 0K37 10-K FORM 2015 • INSTRUMENTS TEXAS eeu rmCnrcswt utmr Tpc606). (Topic Customers with Contracts from Revenue nagbe odiladOhr–Itra-s otae(utpc350-40): (Subtopic Software Internal-Use – Other and Goodwill – Intangibles aac he lsiiaino eerdTaxes. Deferred of Classification Sheet Balance osldto Tpc80 mnmnst h osldto Analysis Consolidation the to Amendments – 810) (Topic Consolidation hc rvdsgiac nwehracloud-computing a whether on guidance provides which , hs tnad eur that require standards These . hssadr eursthat requires standard This hssadr rvdsa provides standard This and , ,

FORM 10-K 4— 20 126 — (22) — (315) (75) — (124) (292) $ 20 $ 126 $ (51) $ (189) $ 57 $ 161 $ 161 $ 349 (2) 14 — — (39) (83) 2015 2014 2013 2015 2014 2013 $32 $57 For Years Ended December 31, $14 $ (71) ...... accelerated depreciation. 38 TEXAS INSTRUMENTS • 2015 FORM 10-K Payments Non-cash items (a) Gain on technology transfer During 2013, we recognized atechnology gain was of associated $315 with million the on former the Wireless transfer business. of wireless connectivity technology to a customer. This We recognized $75 million ofNice, gains France; on $28 sales million of associated assetsassociated with in primarily the 2014. with sales This the of consisted factory real of closures estate $30 in in million Houston, Santa associated Texas, Clara, with and California; the Hiji, and sale Japan. of $17 a million site of in asset sales Other Gains on sales of assets We recognized $83 million ofTexas, gains and on $34 sales million of associated assets with in the 2015. This sale of included a $48 manufacturing million facility associated in with Houston, the Texas. sale of a site in Plano, The restructuring accrual balances areDeferred primarily credits reported and as other a liabilities component$32 on of million our either as Consolidated Accrued of Balance expenses December and Sheets,actions. 31, depending other 2015 liabilities on is or the composed expected of timing $17 of million payment. related The to the 2015 action and $15 million related to prior (a) Reflects charges for impacts of accelerated depreciation and postretirement benefit plans. Restructuring charges Balance, December 31 Balance, January 1 Changes in accrued restructuring balances The 2014 and 2013 restructuringand charges factory related closures to in prior Houston, actions Texas, in and Embedded Hiji, Processing, Japan. Japan, These our actions former have Wireless been business completed. (a) Includes severance and benefits, along with changes in estimates; 2014 and 2013 also include other exit costs and Restructuring charges As a result of management’s decisionsmall, in older the manufacturing fourth facility quarter in of Greenock,more 2015, Scotland, cost-effective we over 200-millimeter announced the TI in next manufacturing January three facilities$35 2016 years. in million our Plans Germany, per intentions are Japan year. to to and Total phase move Maine, restructuringof out production resulting charges, about a from in primarily 350 this annualized severance jobs, facility savings and are to of related estimatedremaining about benefit to charges costs be are associated about expected with $40 to the million. be expected We recognized reduction recognized over charges the of next $17 three million years. in As the of fourth December quarter 31, of 2015, 2015. no The payments have been made. Restructuring charges/other Restructuring charges/other are recognized in Other for segment reporting purposes. Restructuring charges (a) Restructuring charges/other is comprised of the following components: Gains on sales of assets Gain on technology transfer Other 3. Restructuring charges/other

FORM 10-K .Sokbsdcompensation Stock-based 4. custo charges Acquisition fair follows: the as of was percent recognized 85 expense is compensation a share term. stock-based on per three-month Total based price a amounts option have in the options employees plan, and eligible the date, all Under exercise to cap. the offered a on are to value options subject market which compensation, under employee’s TI plan the of directors. purchase of issuance such stock percentage the for employee and established an director accounts have non-employee compensation also new deferred We each to to credited RSUs units provide of stock generally grant of plans one-time distribution The a the plans. RSUs, upon compensation and stock director options common under stock directors of non-employee grants to annual outstanding for most stock. RSUs of common and Holders our options retires. without on have recipient issued paid We are the dividends shares after the the vest to to vesting, equivalent common Upon continue payment TI grant. generally cash of of RSUs annual share grants, date an one 2013 the receive receive with after RSUs to years Beginning right four grantee. the generally the represents is by RSU which payment Each date, plans. vesting incentive the long-term on the recipient under stock all option outstanding Substantially the RSUs grant. after have the vest also of to We date continue the generally on options stock Our common years. our four of over per value ratably price market vest option fair and retires. the the term were options, of 10-year that replacement percent a options acquisition-related 100 have stock are than options assumed options less have the be also Unless not We acquired. may plans. later share incentive we long-term that under companies participants by to granted outstanding options stock have We egtdaeaeasmtosused: share assumptions per average value, Weighted fair date grant average Weighted for values fair average the weighted estimate following We the value. with fair model at plans option-pricing Black-Scholes-Merton compensation assumptions. stock-based the various using our options under stock granted non-qualified awards all for account We are assumptions who and employees basis. methods basis to accelerated Fair-value issued straight-line an RSUs a on grants, on expensed 2013 expense are with compensation eligibility Beginning related retirement activity. the nearing forfeiture recognize or We expected eligible for grant. retirement of adjusting date period, the vesting after the years over four vest retirement generally nearing RSUs or Our eligible of retirement vesting are for who basis. required employees accelerated Generally, period to an years). service issued on four minimum Awards expensed for the activity. are year over forfeiture eligibility per basis expected percent straight-line for 25 a adjusting (e.g., on award, provisions expense the vesting compensation graded related with the options recognize stock we non-qualified of stock awards employee issue our We under offered options forfeitures. stock expected and of RSUs net options, are stock and non-qualified plan to purchase related expenses include amounts These Total SG&A R&D ...... COR ...... xetdvolatility Expected xetddvdn yields dividend Expected rates interest Risk-free years) (in lives Expected ...... EA NTUET 05FR 0K39 10-K FORM 2015 • INSTRUMENTS TEXAS ...... 9.49 $ o er ne eebr31, December Ended Years For 286 $ $47 o er ne eebr31, December Ended Years For 0521 2013 2014 2015 0521 2013 2014 2015 1.64% 2.52% 169 7.3 22% 10 60 .3$6.78 $ 8.13 $ 7 287 $ 277 $ $49$48 .5 1.43% 2.45% .2 2.56% 2.72% 5 160 156 . 7.4 7.3 111 11 267 62 2 26% 22%

FORM 10-K Share Grant Date Fair Value per Share Exercise Price per Weighted Average Weighted Average RSUs Options Exercisable Number (Shares) Exercisable Share per Share Shares Exercise Price Exercise Price per Weighted Average Weighted Average Stock Options — — (3,386,415) 33.72 Shares (833,840) 42.71 (541,295) 36.94 56,773,983 37.45 16,055,542 38.51 57,647,44611,913,832 $ 32.84 53.95 17,303,815 2,679,437 $ 35.24 53.22 (11,953,455) 31.33 — — Life (Years) Weighted Average Stock Options Outstanding Remaining Contractual Number ...... (Shares) 3,499,0298,385,885 3.1 3.1 $ 14.96 25.56 3,499,029 8,377,295 $ 14.96 25.56 ...... Outstanding 56,773,983 6.5 37.45 26,840,082 29.35 21,215,90312,012,51911,660,647 6.0 8.1 9.1 33.00 44.11 53.96 12,732,409 2,229,828 33.21 1,521 44.10 55.41 ...... 14.47 to 58.98 20.01 to 30.00 30.01 to 40.00 40.01 to 50.00 50.01 to 58.98 40 TEXAS INSTRUMENTS • 2015 FORM 10-K During the years ended Decembermarket 31, price 2015, on 2014 the and date 2013,$367 of the million exercise aggregate and and intrinsic $427 the value million, exercise (i.e., respectively. price the paid difference by in the the optionee) closing of options exercised was $290 million, $14.47 to 20.00 Exercise Price Range Summarized information about stock options outstanding at December 31, 2015, is as follows: The weighted average grant date$33.70 fair per value share, of respectively. RSUs For grantedvested the during from years the RSU ended years grants December 2015, was 31, 2014 $114 2015, and million, 2014 2013 $133 and was million 2013, $53.22, and the $44.71 $98 total and million, grant respectively. date fair value of shares Outstanding grants, December 31, 2015 Outstanding grants, December 31, 2014 Long-term incentive and director compensation plans Stock option and RSU transactions under our long-term incentive and director compensation plans during 2015 were as follows: Our employee stock purchase planis is not a used discount-purchase to plan determine anddiscount. the consequently fair the value Black-Scholes-Merton per option-pricing share model of these awards. The fair value per share under this plan equals the amount of the The fair value per share of RSUs is determined based on the closing price of our common stock on the date of grant. Expected dividend yields are basedcommon on stock the at annualized the approved time quarterlychange of dividend the grant. rate dividend No and assumption in the for the current a near market future term. price dividend of rate our change is included unless there is an approved plan to Granted Vested RSUs Forfeited and expired Exercised Risk-free interest rates are determinedremaining using term the equal implied to yield the currently expected available life for of zero-coupon the U.S. options. government issues with a We determine expected lives ofaverage. options We based believe on the the historical historical experience option method exercise is experience the of best our estimate optionees of using future a exercise rolling patterns 10- currently year available. We determine expected volatility onmeasures all of options implied granted volatility using are available currently implied the volatility best rates. available We indicators believe of that the market-based expected volatility used in these estimates.

FORM 10-K 79 ilo fsokrprhs uhrztosrmi,adn xiaindt a enspecified. been 2015, has 31, date December expiration of no As and program. remain, repurchase authorizations stock repurchase board-authorized stock the of with billion connection $7.93 in acquired were shares respectively. Treasury million, $13 shares and 2013, treasury million and and $12 2014 outstanding million, 2015, shares $12 31, on was December Effect 2015, plans ended years these years the under the during exercised During plans options respectively. purchase of share, stock value per employee $5.71 intrinsic the and total under $7.34 the granted $7.89, options was of 2013 value and fair 2014 date grant average weighted The 2015 31, December grants, Outstanding Exercised Granted 2014 31, December grants, Outstanding 2015. follows: year-end as at were exercisable 2016, 2015 were 4, during January none transactions on options, plan occurred outstanding purchase exercise total stock of automatic the Employee percent The Of 85 exercise. share. to automatic per equal of $46.19 price date of exercise the price an on exercise had stock an 2015, common in 31, TI resulting December of at value plan market purchase fair stock the employee the under outstanding Options plan purchase stock Employee 2015 31, December Outstanding, Issued deferred shares New 2014 31, December Outstanding, these follows: For as defer. was to 2015 elected during they activity compensation stock for deferred distributions Director stock shares. receive treasury may issue board we the distributions, from stock resign or retire who Directors in million $42 2017, in million compensation $86 deferred 2016, Director to in related million million $140 $161 follows: and as 2019. Consolidated options recognized in the stock be million in unvested to $5 recognized to expected and yet related is 2018 not million million awards $112 $273 equity of The to consisting RSUs. related million, unvested cost $273 compensation was future Income of total the the Statements forfeitures, 2015, expected 31, of December effects of the As Excluding shares. million 1 approximately of forfeitures expected of effects Includes (a) dollars) of (millions value share Intrinsic per price exercise years) average (in Weighted life contractual remaining average Weighted (shares) outstanding of Number well as vest, to expected and follows: vested as are is that exercisable, options currently stock are outstanding that about options 2015, stock 31, as December of as information Summarized grgt nrni au fsokotosottnigws$8 million. $986 was outstanding options stock of value intrinsic aggregate ...... EA NTUET 05FR 0K41 10-K FORM 2015 • INSTRUMENTS TEXAS ...... usadn tc Options Stock Outstanding xetdt et (a) Vest) to Expected FlyVse and Vested (Fully 71 29.35 $ 37.17 $ 7 683 $ 978 $ 5411326,840,082 55,421,103 mlyeStock Employee ucaePlan Purchase 15224 44.57 (1,532,264) ,3,2 44.75 1,530,127 Sae)Eecs Price Exercise (Shares) 7,6 46.19 372,566 45.46 $ 374,703 . 4.6 6.4 ietrDfre Stock Deferred Director 135,722 142,913 (Shares) 14,722 (7,531) Exercisable Options

FORM 10-K (7,178) (12,909) 61,665,209 51,384,339 77,564,013 694,189,127 729,547,527 658,012,970 632,636,970 218 227 $ 616 $ 1,314 Plan Total Stock 171 2015 2014 2013 Purchase For Years Ended December 31, Employee $ 442 1,461,422 December 31, 2015 — — (7,531) 6,618 1,408,701 8,562 845,164 Plans Director Long-Term (1,784,184) — (2,386,834) — (1,532,264) — 32,821,145 37,660,208 70,481,353 Incentive and (72,972,438) (372,566) (73,345,004) Compensation Stock Options RSUs Treasury Shares (47,894,545) (4,280,559) (52,175,104) (21,280,948) (4,200,926) (25,481,874) (19,503,382) (5,609,627) (45,507,711) (5,741,981) (13,477,157) (2,541,251) (16,018,408) (11,953,455) (3,386,415) 105,793,583 38,032,774 143,826,357 ...... — — ...... — ...... — — ...... shares are not included as grants outstanding at December 31, 2015. Stock options/RSUs Stock applied to exercises or taxes Director deferred stock Stock options/RSUs Stock options/RSUs Stock applied to taxes ESPP Stock applied to exercises or taxes ESPP Director deferred stock ESPP Director deferred stock 42 TEXAS INSTRUMENTS • 2015 FORM 10-K Proceeds from common stock transactions The effects on cash flows were as follows: (a) Includes 142,913 shares credited to directors’ deferred stock accounts that settle in shares of TI common stock. These Reserved for issuance (a) Available for future grants Shares Shares available for future grants and reserved for issuance are summarized below: Shares to be issued upon exercise of outstanding options and RSUs (a) Tax benefit realized from stock options exercised Balance, December 31, 2015 Total issued Repurchases Total issued Balance, December 31, 2014 Repurchases Total issued Balance, December 31, 2013 Shares used for: Shares used for: Balance, December 31, 2012 Our current practice is todirector issue deferred shares of compensation common and stock vesting from of treasury RSUs. shares The upon table exercise below of reflects stock the options, changes distribution in of our treasury shares: Repurchases Shares used for:

FORM 10-K .Icm taxes Income 6. plans sharing Profit 5. ercgie 39mlin 29mlinad$6 ilo fpoi hrn xes ne h IEpoe rftSaigPa in Plan Sharing Profit Employee TI the under expense sharing profit of respectively. million 2013, $161 and only and 2014 paid million 2015, is year. $269 which calendar million, payroll, full $309 of eligible a recognized percent of for We 2 percent percent of be 20 35 will threshold is above minimum sharing plan or a profit the at achieve margin, under is must operating available margin TI percent sharing operating plan, 10 profit TI’s this At of if Under paid. amount sharing year. is maximum profit calendar sharing The for full profit payroll. provides the any eligible plan for before This margin margin We Plan. operating operating metrics. Sharing TI’s percent financial Profit on 10 company-wide Employee solely or TI based subsidiary company-wide paid more the be or under to one primarily by benefits determined sharing and profit formulaic pay generally are benefits sharing Profit h oa rvso o 03i h eoclainaoeicue 7 ilo fdsrt a eeispiaiyfrtereinstatement the for primarily benefits tax discrete 2012. of to million retroactive $79 credit includes tax above R&D reconciliation U.S. the the in of 2013 for provision total The taxes income for provision Total manufacturing for benefit tax U.S. rates tax effective Non-U.S. rate statutory at tax Computed follow: rate federal statutory the at computed tax income from items reconciling Principal Total 2013 Total 2014 Total 2015 Taxes Income for (Benefit) Provision 2013 2014 2015 Taxes Income before Income ..RDtxcredit tax R&D U.S. mato hne oucrantxpositions tax Other uncertain to changes of Impact expenses Non-deductible Deferred Current Deferred Current Deferred Current ...... 0 20$4$592 $ 4 $ $280 308 $ $ ...... $10 $205 838 $ ...... 9 27$4$542 $ 4 $ $247 291 $ $ 9 ...... $ $194 911 $ ...... 1 3—50 — 33 17 ...... EA NTUET 05FR 0K43 10-K FORM 2015 • INSTRUMENTS TEXAS ...... FdrlNnUS ..SaeTotal State U.S. Non-U.S. Federal U.S. ,3 8 0$1,230 $ 1,285 10 $ $ 7 182 $ $ 1,038 $ 168 $ 1,110 $ 7)1 (55) 3 14 (72) 7)1 (61) 1 11 (73) ,1 9 4,216 $ 998 $ 3,218 $ 1,230 $ 1,476 $ ,0 ,4 2,754 3,874 1,247 1,190 1,507 2,684 ..NnUS Total Non-U.S. U.S. o er ne eebr31, December Ended Years For 0521 2013 2014 2015 (167) (69) (56) 13 25 8 ,5 592 $ 1,053 $ 964 $ 1,356 $ 22 (156) (212) 5)(66) (51) 5)(129) (59) 0(20) 10 613 (14) 3 1,114 1,053

FORM 10-K 80 87 (64) 289 246 156 892 (195) (672) (776) (104) 1,087 2014 $ 116 $ 229 $ 116 $ 180 As Adjusted 87 (37) December 31, December 31, 215 147 834 226 101 (565) (186) (670) (105) 2015 2014 1,020 2015 2014 84— 180 $ 164 $ 201 $ 164 $ 244 335 (64) $ (347) $ — $ — $ 116 Effect of Standard Applying New (4) , we have adjusted the 172 (399) 2014 $ 347 $ 116 As Reported ...... , Balance Sheet Classification of Deferred Taxes ...... Accrued expenses Inventories and related reserves Retirement costs for defined benefit and retiree health care Acquisition-related intangibles and fair-value adjustments Stock-based compensation Deferred loss and tax credit carryforwards Other Valuation allowance International earnings 44 TEXAS INSTRUMENTS • 2015 FORM 10-K Net deferred income tax asset Current deferred income tax assets As a result of our early adoption of ASU 2015-17 Net deferred income tax asset Deferred income tax liabilities: Noncurrent deferred income tax assets Noncurrent deferred income tax liabilities presentation of deferred taxes onBalance the Sheets Consolidated to Balance conform Sheets. to Wenoncurrent the have deferred 2015 retrospectively income presentation adjusted tax by the assets reclassifying 2014is and current Consolidated the liabilities. deferred result The income of effect tax netting of assetsNote Current applying and 2 deferred liabilities the for income new to additional tax standard, information. assets as with shown Noncurrent in deferred the income following tax table, liabilities, by tax jurisdiction. See Noncurrent deferred income tax assets The deferred income tax assetsfollows: and liabilities based on tax jurisdictions are presented on the Consolidated Balance Sheets as Net deferred income tax asset Total deferred income tax liabilities Total deferred income tax assets, after valuation allowance Total deferred income tax assets, before valuation allowance Deferred income tax assets: Current deferred income tax liabilities Noncurrent deferred income tax liabilities The primary components of deferred income tax assets and liabilities were as follows: Our annual effective tax ratethe benefits jurisdictions from in lower which rates we (comparedwithout operate to expiration and the and from U.S. available U.S. statutory to tax rate)rates companies benefits. applicable reconciling that These to item operate lower our above in non-U.S. operations are those tax inrespectively. benefits taxing rates many The from are jurisdictions. of tax tax generally Also benefits holidays statutory included relate of in inThe to $60 nature, the terms our million, non-U.S. of operations $44 effective the in million tax Malaysia Malaysia andholiday tax and $40 period. holiday the million We are Philippines, in do currently 2015, and not under 2014 expire expect governmental and in any review 2013, 2018 potential as and change required 2017, in for respectively. the the holiday end to of have the a first material five years impact of on the the financial statements.

FORM 10-K rcdrsfrrle rmdul aainprant ..fdrltxrtrsfrteyas20 hog 2009. through The 2006 2010. years to the prior for years returns for tax treaty returns federal tax amended U.S. pending on to certain claimed pertain for years. refunds taxation except following of double completed and review from been 2010 the relief have for and for 2009 returns taxation procedures tax through double returns federal from tax U.S. relief for federal for U.S. open procedures remains our to limitations related of be activities statute also taxation. the Audit would double 2015, assets from 31, tax relief December deferred recognized, for of existing if procedures As of that, from million positions resulting $56 of jurisdictions realized, comprised counterparty is ultimately from 2014, are refunds 31, liabilities to December tax related of these primarily as If realized, positions rate. tax tax uncertain the for impact would liability would increase million The $108 position. the depreciation-related of tax All a impact. for profit reasonably million net be is $150 no also It to with would taxation. up realized assets double by benefit tax from 2016 tax deferred recognized, relief in the existing if for increase offset of that, procedures could million from positions liability $12 of resulting the realized, comprised jurisdictions that is ultimately counterparty possible 2015, are from 31, liabilities refunds December tax to of these related as If realized, Sheets. positions rate. Balance tax tax Consolidated uncertain the our for impact on liability would liabilities million other $84 and the credits of Deferred All of component a is positions tax uncertain for liability The 31 December of as (payable) receivable Interest 31 December ended year the in recognized (expense) income Interest 31 December Balance, 1 January Balance, follows: as summarized are positions tax uncertain accrued of recognize amounts We total authorities. the tax in appropriate OI&E. changes the of The by components determine as sustained must be penalties we will and statements, position positions financial tax tax the a uncertain typically in that to those are recorded not” related in authorities be than interest authorities by can likely tax challenged benefit “more by matters any is examination the Before it to Because uncertain. that subject returns. is are tax outcome returns these ultimate tax on their income item complex, our any and challenge jurisdictions, may tax who of jurisdictions number a in operate We ended years the for positions million tax $569 Uncertain and billion $1.104 billion, respectively. $1.167 2013, were and refunds, 2014 of 2015, calculation. net 31, hypothetical taxes, December its income with for of associated made amount complexities payments the the Cash our of of of Determination because earnings equipment. practical reinvested and not indefinitely plant is The property, liability earnings. and tax no these capital income therefore, of working deferred States; remittance in unrecognized United upon invested the due primarily of taxes are of outside for subsidiaries earnings reinvested made non-U.S. undistributed indefinitely been dividend remaining been has that The have provision extent liability. 2015, tax the tax 31, U.S. to additional December subsidiaries in at non-U.S. result billion of to $8.35 2025. earnings expected approximately year undistributed are the on subsidiaries before taxes these expire deferred from will for payments which made of been none has million, provision income. $35 A Net approximately on of impact carryforwards no loss had tax respectively, non-U.S. million, and in $2 U.S. balances and have assets, allowance million We tax valuation $24 deferred in million, absorb Changes $9 to income. of used taxable 2013 be on future and can based for 2014 that is expectations 2015, assessment liabilities and years This tax years the assets. deferred carryback tax of prior deferred existence in non-U.S. the income and including taxable U.S. criteria, of relevant realization of the evaluation regarding our assessment ongoing an make We eteet ihtxauthorities tax years with prior Settlements of positions tax years for prior Reductions year of current positions the tax to for related Additions positions tax on based Additions xiaino h ttt flmttosfrassigtaxes assessing for limitations of statute the of Expiration ...... EA NTUET 05FR 0K45 10-K FORM 2015 • INSTRUMENTS TEXAS ...... $8 $9 $84 108 $ 0521 2013 2014 2015 (21) (17) — 11 3 (10) $ 6 $ (5) $ — $ 0 91 $ 108 $ 184 $ 91 $ 3)(96) (36) (13) — 219 52 07 10 9 (10) (9)

FORM 10-K (9)(1) (9) — $22 $31 $12 $22 (5) — 2015 2014 2013 $12 $7 ...... 46 TEXAS INSTRUMENTS • 2015 FORM 10-K Our other investments are notinvestments measured consist at of fair interests value in butmethod venture are investments capital accounted are funds for reflected and using in other eithercost-method OI&E non-marketable the investments based equity equity are on securities. method recorded our Gains or in ownership andon cost OI&E share losses our method. when of from assessment These realized the equity- of or investee’s the when financial recoverability an results. of impairment Gains each of and investment. the losses investment’s on value is warranted based We classify certain mutual fundsto as generate trading returns securities. that These offset mutualmutual changes funds funds in hold and certain a the deferred variety related compensation of deferred liabilities. debt compensation We and liabilities record equity in changes investments SG&A. in intended the fair value of these Available-for-sale and trading securities arethe stated fair-value at discussion fair below. value, Unrealized whichdecrease, gains is net and generally of losses based taxes, on on in available-for-sale marketfor-sale AOCI securities prices securities on are or in our recorded broker OI&E Consolidated as quotes. in Balance an See our Sheets. increase Consolidated We or Statements record of other-than-temporary Income. impairments on available- Debt and equity investments We classify our investments asclassified either as available available for for sale, sale. trading, equity method or cost method. Most of our investments are Additions charged (credited) to operatingRecoveries results and write-offs, net Balance, December 31 Balance, January 1 Details of these accounts receivable allowances are as follows: Concentrations of credit risk withdispersion respect across to different accounts industries receivable and areincentives geographic limited and areas. due collectability. We to These maintain our allowances allowances large are for number deducted expected of from returns, customers accounts disputes, and receivable adjustments, their on our Consolidated Balance Sheets. Risk concentration We are subject to counterpartycould risks subject from financial us to institutions, concentrations customersaccounts of and receivable. credit issuers To risk of manage are debt our primarily securities.the credit cash Financial amount risk deposits, instruments of exposure, cash that credit we equivalents, exposure place short-termfinancial to cash investments institutions any investments and with one in investment-grade issuer. investment-grade We ratings. debt also securities limit and counterparties limit on cash deposits and financial derivative contracts to Our investments in cash equivalents,assets short-term and investments deferred and compensation certain liabilities, long-termliabilities, are investments, such carried as as well at accounts fair as receivable our value.The and postretirement The carrying accounts plan carrying value payable, values of approximate for our fair otherinputs. long-term value current See debt due financial Note approximates to assets 8 the the and for fair short a value maturity description as of of measured such fair using instruments. value broker-dealer and quotes, the which definition are of Level Level 2 2 inputs. Financial instruments We hold derivative financial instrumentsmaterial such as as of forward December foreign 31, currencynotional 2015. exchange Our value contracts, forward of the foreign $464 fair million currency valueyen exchange to of and hedge contracts which $139 outstanding our was million non-U.S. as not to of dollar sell December net euros. 31, balance 2015, sheet had exposures, a including $175 million to sell Japanese In non-U.S. jurisdictions, the yearsmajor open jurisdictions to outside audit the represent United the States, years our still subsidiaries open are under no the longer statute subject of to limitations. income With tax respect audits to for years before 2007. 8. Valuation of debt and equity investments and certain liabilities 7. Financial instruments and risk concentration

FORM 10-K h he-ee irrh icse eo niae h xetadlvlo ugetue oetmt arvlemeasurements. fair-value estimate to used judgment of for level market and advantageous extent most the or indicates principal date. below measurement the discussed price in the hierarchy the price) on three-level as exit participants The defined (an market is liability between value a transaction Fair transfer orderly basis. to an recurring paid in a or liability on asset or value an asset fair sell the at to liabilities received and be assets would financial that certain report and measure We and 2014 2015, in considerations material Fair-value not were Other-than- OI&E 2013. in and recognized 2014 investments 2015, these for of material values not the were 2013. in investments impairments long-term and of sales declines from temporary losses and gains realized Gross years two to One less or year One at sale for available Due as classified securities debt in investments of 2015: maturities 31, aggregate December the presents table from following losses The and gains short-term realized of Gross maturities respectively. and billion, redemptions material. $4.25 sales, not and from were billion proceeds sales $2.97 the these 2013, billion, $2.89 and 2014 were 2015, investments 31, available-for-sale December 2015, ended 31, years December the ended For years the for not investments were available-for-sale investments to available-for-sale related our losses 2013. with credit and associated any 2014 losses recognize and not gains did unrealized We 2014, material. and 2015 31, December At Total basis: measurement Other Total securities: Trading securities: Available-for-sale value: fair at Measured follows: as are investments our of Details aho hand on Cash investments Cost-method investments Equity-method funds Mutual and agency Government U.S. obligations Corporate funds market Money ee ssipt te hnLvl1ta r ihrdrcl ridrcl bevbea fterprigdt through date reporting the of as observable indirectly or directly either the are of that as 1 liabilities Level or than assets other identical inputs for Uses markets – active 2 in Level available are that • prices quoted unadjusted Uses – 1 Level • rauysecurities Treasury ...... autos evrf hs autosfrraoalns eaiet ndutdqoe bandfo rkr rdealers or brokers markets. from Level active provide obtained in to quotes assets service unadjusted similar data to for third-party relative prices interest a reasonableness observable as utilize for on such pricing We valuations based models, other data. these the or observable verify in models readily We used using by valuations. assumptions valued corroborated 2 input are are the that factors, prices since liabilities volatility quoted judgment and and and significant assets rates markets require includes active not also in 2 do liabilities Level that and active. methodologies assets not similar are for that prices markets quoted in including data, market with correlation date. reporting ...... $ ...... 20 ...... EA NTUET 05FR 0K47 10-K FORM 2015 • INSTRUMENTS TEXAS ahadCash and Cash Equivalents 9 — $ — $ 395 $ ,0 ,1 221 $ 2,218 $ 1,000 $ 2 — — 228 7 ,1 187 — 2,218 — 772 1,933 285 245 132 187 ——9 — ——25— eebr3,2015 31, December Investments Short-Term Investments Long-Term ahadCash and Cash Equivalents 2 — $ — $ 522 $ ,9 ,4 224 $ 2,342 $ 1,199 $ 1 — — 215 8 ,4 185 — 2,342 984 1,952 365 185 ——12 — ——27— 730— 390 97 eebr3,2014 31, December Investments Short-Term Investments Long-Term arValue Fair 2,970

FORM 10-K 4,158 4,362 Goodwill 417 — 417 187 187 — 2,3173,511 1,762 $ 2,469 555 $ 1,042 2,178 1,828 350 $ 198 $ 198 $ — $ 395 $ 395$ 3,177 $ — $ 2,410$ $ 198 767 $ 198 $ — Fair Value Fair Value December 31, 2014 Level 1 Level 2 December 31, 2015 Level 1 Level 2 ...... $ 202 $ 202 $ — ...... 487 — 487 ...... $ 522 $ 522 $ — ...... 172 ...... 185 185 — ...... $ 202 $ 202 $ — ...... $ ...... $ management judgment. These values aremarket generally participant determined assumptions. using As pricing of modelscertain December that assets 31, utilize held 2015 management by and estimates our 2014, of postretirement we plans. had no Level 3 assets or liabilities, other than ...... 32 ...... $ • Level 3 – Uses inputs that are unobservable, supported by little or no market activity and reflect the use of significant Deferred compensation Money market funds Corporate obligations U.S. Government agency and Treasury securities Deferred compensation Money market funds Corporate obligations Mutual funds U.S. Government agency and TreasuryMutual securities funds 48 TEXAS INSTRUMENTS • 2015 FORM 10-K Embedded Processing Other We perform our annual goodwillunits impairment is test in as excess of of Octoberunobservable its 1 carrying inputs and value. in determine Determination discounted whether of cash theare fair flow fair considered value models value Level is to of 3 based calculate each measurements. upon the ofwas For management fair our indicated. the estimates value reporting See years and of ended Note judgment, each 8 December reporting using for 31, unit. additional 2015, These 2014 information. unobservable and inputs 2013, we determined no impairment Total Analog The following table summarizes goodwill, net, by segment for the years ended December 31, 2015 and 2014. Total liabilities Liabilities: Total assets Assets: Liabilities: Total liabilities Total assets Assets: The following are our assets2014. and These liabilities tables that do were not accountedmeasured include for at cash at historical on fair cost hand, value or assets on any held a basis by recurring other our basis than postretirement as fair plans, of value. or December assets 31, and 2015 liabilities and that are 9. Goodwill and acquisition-related intangibles

FORM 10-K 0 oteieetbnftplans benefit Postretirement 10. n euain,pu uhadtoa mut sw emaporae h o-ulfe eie eei ln r nuddand unfunded are plans laws benefit local defined applicable non-qualified of of The years requirements appropriate. consecutive funding deem participants. five minimum we new highest the as to the meet amounts closed and to additional service plan such of this plus qualified years to regulations, the upon amounts and under based contribute longer Benefits formula to no plan. a intend who contribution using We participants defined determined compensation. and enhanced are employees the plan as in pension 2013. well participate benefit in as may defined million benefits, instead, $62 accruing but and still benefits, 2014 employees service-related and include accrue 2015 plans both pension in benefit million defined $60 The was plans contribution defined U.S. the Dividends for respectively. expense million, million. aggregate TI $740 $19 Our of and were shares million 2014 held $704 and plans at 2015 contribution valued both shares defined for U.S. million shares 14 TI’s these and elections, on shares employees’ paid million of 13 result earnings. a totaling eligible as stock annual 2014, common employee’s and the 2015 of after 31, percent hired December 2 Employees At of earnings. contribution eligible eligible employer annual annual fixed employee’s employee’s the the the receive of of not percent percent the do 4 2 in 2003, to of participate 31, up contribution may in December of employer 2003, benefit contribution fixed 31, a employer-matching a December accruing an for through continue plus provides and to earnings, plan 1997 not This November elected plan. after who contribution hired Employees defined employees earnings. enhanced and eligible are plans, annual contributions qualified pension employee’s employer-matching the benefit the where in defined of plan, benefit the percent contribution a 2 defined accruing to the continue up in to for participate elected to provided also who contributions may Employees pre-tax plans fund. make pension stock to benefit common employees defined TI allows a that including option choices, savings benefit investment employer-matching a various an accruing offer cease plans to contribution below. or defined described plans, Both the plan in contribution then-current benefit defined and a enhanced 1997, accruing the and in continue in qualified participants to participate and new election to plan; to one-time instead contribution closed a and were defined make plans enhanced to benefit an allowed defined plan; were The contribution participants plans. defined pension a benefit are U.S. defined the non-qualified in plans retirement principal Our plans plans. retirement benefit U.S. care health retiree arrangements. and compensation benefit deferred defined offer contribution, we defined employees, including qualifying plans, For retirement employee various have We descriptions Plan Thereafter 2020 2019 2018 2017 2016 follows: as is 31 December amortization. ended accumulated years against the 2013, for off and written intangibles 2014 are acquisition-related 2015, assets of for amortized amortization million Fully estimated $336 technology. Future and developed million to $321 related million, primarily $319 respectively, was intangibles acquisition-related of Amortization 8 Total . . . relationships Customer technology Developed Intangibles Acquisition-Related follows: as are 2014, and 2015 31, December of as net, intangibles, Acquisition-related of components The te intangibles Other ...... 198 288 318 318...... $319 ...... 142 ...... 5 ...... 7-10 .... eid(Years) Period Amortization EA NTUET 05FR 0K49 10-K FORM 2015 • INSTRUMENTS TEXAS rs Carrying Gross ,4 ,6 1,583 $ 1,361 $ 1,203 $ 928 2,944 $ $ 2,131 $ Amount 1 3 379 431 810 321 eebr3,2015 31, December Accumulated mriainNet Amortization rs Carrying Gross ,4 ,4 1,902 $ 1,046 $ 1,421 $ 714 2,948 $ $ 2,135 $ Amount 1 3 480 330 810 321 eebr3,2014 31, December Accumulated mriainNet Amortization Acquisition-Related mriainof Amortization Intangibles

FORM 10-K 14 (2) (3) (2) (7) 24 31 68 61 49 63 (80) (67) $48 $60 $39 $41 2 (2) 24 53 34 — (76) Non-U.S. Defined Benefit $36 $35 44 711 22 20 17 16 —— —— (20) (24) $17 $16 $4 $5 2 8 20 13 — — (22) U.S. Retiree Health Care $13 $5 541 26 21 45 45 50 45 —1 —— (42) (48) $55 $86 $21 $ 26 U.S. Defined Benefit 19 43 36 25 — — (48) 2015 2014 2013 2015 2014 2013 2015 2014 2013 $61 $22 ...... (gains) 50 TEXAS INSTRUMENTS • 2015 FORM 10-K Recognized net actuarial loss Amortization of prior service cost (credit) Interest cost Expected return on plan assets Curtailment gain For the U.S. qualified pensioncost and is retiree based health upon care a plans,value market-related the adjusted value expected by of return a assets. on smoothing In plan technique accordance assets with whereby component U.S. certain of GAAP, gains net the and periodic market-related losses benefit value are of phased assets in is over the a fair period of three years. Total, including other postretirement losses Net periodic benefit costs Settlement losses Service cost Expense related to defined benefit and retiree health care benefit plans was as follows: Effects on the Consolidated Statements of Income and Balance Sheets As of December 31, 2015stock and valued 2014, as at a $17 result million. of Dividends employees’ paid elections, on TI’s these non-U.S. shares defined of TI contribution common plans stock held for TI 2015 common and 2014 were not material. Non-U.S. retirement plans We provide retirement coverage fornumber non-U.S. of employees, defined as benefit required by andservice local defined and laws contribution compensation. or plans. Funding to Retirement requirements the benefitscountry are extent are practices determined we generally and on deem based market an appropriate, on circumstances. individual through an country a employee’s and years plan of basis and are subject to local U.S. retiree health care benefitU.S. plan employees who meet eligibilitythe requirements cost are of offered those medical retiree coveragefactors, medical during the benefits retirement. most for We important certain make of retirees abenefits. which and contribution The are their toward balance an dependents. of employee’s The the date contributionfull cost of rates cost is hire, are of borne date based their by of upon medical the retirement, various benefits plan’s years during participants. of retirement. service Employees and hired eligibility after January for Medicare 1, 2001, are responsible for the

FORM 10-K ln,wihw ontfn eas otiuin ote r o a deductible. pension tax non-qualified not for are were our them to plans to million benefit contributions $100 defined because about U.S. fund contribute underfunded not to for do expect shown we We amounts which requirements. The plans, funding 2016. minimum in all plans exceed benefit or retirement meet plans the to Contributions year of end at BO) – (FVPA status Funded plans retirement Underfunded liabilities other and expenses Accrued plans retirement Overfunded follows: as were 2014, 31, December of as Sheets Balance Consolidated the on recognized Amounts year of end at BO) – (FVPA status Funded plans retirement Underfunded liabilities other and expenses Accrued plans retirement Overfunded follows: as were 2015, 31, December of as Sheets Balance Consolidated the on recognized Amounts year of end at BO) – (FVPA status Funded assets: plan in Change obligation: benefit plan in Change follows: as were plans benefit care health retiree and benefit defined for assets plan and obligations benefit the in Changes arvleo lnast tedo er(FVPA) year of end at assets plan of value Fair year of beginning at assets plan of value Fair (BO) year of end at obligation Benefit year of beginning at obligation Benefit Other changes rate exchange of Effects Settlements subsidy Medicare paid Benefits contributions Participant non-qualified for (payments contributions plans) Employer qualified of (funding contributions Employer assets plan on return Actual changes rate exchange of Effects amendments Plan Curtailments Settlements (gain) loss Actuarial subsidy Medicare paid Benefits contributions Participant cost Interest cost Service plans) ...... 2$—$5 127 $ 55 $ — $ 72 $ ...... ()—(6) — (9) ...... $ 6 $ ...... EA NTUET 05FR 0K51 10-K FORM 2015 • INSTRUMENTS TEXAS ...... 1,019 $ 1,082 $ 1,033 $ (14) $ 1,076 $ 0521 0521 052014 2015 2014 2015 2014 2015 eie Benefit Defined (24) (94) (94) — — — — — — — — — 11 43 22 52 (8) (6) (8) U.S. 1,082 $ 941 $ 1,076 $ $6 955 $ ..Defined U.S. ..Defined U.S. Benefit Benefit 1$—$3 85 $ 34 $ — $ 51 $ 1)$(2 9)$(133) $ (97) $ (22) $ (14) $ 132 133 1)—()(22) (6) — (16) 4)(2 15 (196) (125) (22) (49) (66) (66) (12) (12) 5)(6 12 (225) (152) (16) (57) — — — — — — — — — 12 45 21 75 eie elhCare Health Retiree 441 $ 497 $ 463 $ (22) $ 513 $ elhCare Health Retiree U.S. (30) (46) (30) (21) (46) elhCare Health Retiree U.S. — — — — — — — — 20 19 19 5 3 1 U.S. 1)$(0)$(113) $ (103) $ (16) 497 $ 485 $ 513 $ (16) $ 472 $ (45) (45) — — — — — — — — 22 24 37 19 10 19 4 4 4 eie eei Total Benefit Defined eie eei Total Benefit Defined Non-U.S. Non-U.S. 2,134 $ 2,213 $ 2,231 $ (97) $ 2,316 $ (102) eie Benefit Defined (91) (73) (73) (18) (18) — — — — — — 53 35 25 14 72 Non-U.S. 6 6 2,213 $ 2,179 $ 2,316 $ (103) $ 2,276 $ (239) (245) 295 275 (11) (84) (84) (15) — — — — — 68 39 64 (7) (7) 5 5

FORM 10-K Cost (Credit) Prior Service Total Net Loss Actuarial Cost (Credit) Prior Service 4— — 4 632 6 626 — 355 —221 355 — — 221 — Net Loss 2015 Level 1 Level 2 Level 3 Non-U.S. Defined Benefit $ 1,019 $ — $$ 1,019 441 $ — $ $ 1,498 178 $ 440 $ 263$ 2,134 $ 1,058 $ $ 446 — $ — $ 1,684 $ 4 $ 664 $ —$ $ 220 664 $ 178 $ — $ 42 $ — Actuarial Fair Value December 31, Cost (Credit) Prior Service Net Loss U.S. Retiree Health Care Actuarial (8) 3 11 (6) — (11) 11 14 (5) (21) 12 1 21 (20) 65 — (30) 45 (1) 110 (31) (43) (8) (2) (27) 2 (78) — ...... Net Loss $ 167 $ 80 $ (13) $ 303 $ (7) $ 550 $ (20) Benefit Actuarial U.S. Defined ...... $153 $85 $ 8 $291 $(8) $529 $ — ...... Equity securities Other Fixed income securities and cash equivalents Fixed income securities and cash equivalents Fixed income securities and cashEquity equivalents securities Equity securities Tax effect Total change to AOCI December 31, 2015 Adjustments 2014 Recognized within Net income 52 TEXAS INSTRUMENTS • 2015 FORM 10-K Total Total Assets of non-U.S. defined benefit plans: Assets of U.S. retiree health care plan: Total Assets of U.S. defined benefit plan: Information on plan assets We report and measure thebelow plan set assets forth of the our fair definedvalue value benefit inputs of pension described our and in plan other Note assets postretirement 8. as plans of at December fair 31, value. 2015 The and tables 2014, using the same three-level hierarchy of fair- The estimated amounts of net2015, actuarial that loss are and expected unrecognized to priorU.S. be service defined amortized cost benefit into (credit) plans; net included $7 periodic infor million benefit AOCI the and cost as non-U.S. ($4) over of defined million the December benefit for next 31, plans. the fiscal U.S. year retiree are: health $20 million care benefit and plan; none and for the $24 million and ($2) million AOCI balance, net of taxes, Changes in AOCI by category AOCI balance, net of taxes, December 31, The amounts recorded in AOCI for the years ended December 31, 2015 and 2014, are detailed below by plan type: Accumulated benefit obligations, which arefuture generally salary less increases, than were the $948 projectedbenefit million benefit plans, and obligations and $968 as $2.09 million they billion at excludeplans. December and the 31, $2.15 impact 2015 billion of and at 2014, December respectively, 31, for 2015 the and U.S. 2014, defined respectively, for the non-U.S. defined benefit

FORM 10-K aac,Dcme 1 2015 31, December Balance, 2014 31, December Balance, 2013 31, December Balance, and 2015 31, December ending years the for assets plan 3 Level for values fair the in valued change 2014: are the investments summarizes pension These table non-U.S. 2014. following a in The in plan fund pension models. property U.S. internal diversified our and a in managers is partnerships fund presented limited the periods equity from the private inputs for to using plans related benefit assets worldwide sold funds. our we we equity in plan; plans, U.S. asset U.S. in 3 the investments Level For on only volatility. returns The return rate of with discount volatility cover securities by the to income caused reduce growth fixed liabilities to asset of the strategy provide proportion in collar to greater changes option need a with an the have aligned utilize against world closely rate the more asset-liability discount around are detailed the plans that of in our characteristics use and changes of the assets of Most through plan impact cost. primarily the the service determined of balance future is sensitivity to concentration investments rate look of bond interest that risks the and studies mitigate match equity modeling to better of funds mix to index appropriate designed broad-market is The low-cost, policy liabilities. of investment consist Our largely sectors. plans market benefit within major our in investments The Total plans: benefit defined non-U.S. of Assets Total plan: care health retiree U.S. of Assets Total plan: benefit defined U.S. of Assets Redemptions (loss) gain Unrealized sales and Redemptions Other securities equivalents Equity cash and securities income Fixed securities equivalents Equity cash and securities income Fixed securities equivalents Equity cash and securities income Fixed ...... $ — $ ...... 297 $ $200 497 $ ...... $ ...... 5——5 — — 5 ...... 60654— 594 — 6 254 600 — — ...... 375 254 — ...... 375 ...... (1) 8 ...... 5 — 8 $ ...... 37 $ ...... EA NTUET 05FR 0K53 10-K FORM 2015 • INSTRUMENTS TEXAS ...... $23$0 3$— $ $ 43 $ ...... $200 — $ 243 $ 707 $ ...... — $ 707 $ ...... eebr31, December arValue Fair 04Lvl1Lvl2Lvl3 Level 2 Level 1 Level 2014 ,0 3 ,7 — $ 1,178 $ 430 $ 1,608 ,1 3 ,7 5 $ 1,772 $ 436 $ 2,213 — $ 1,082 $ — $ 1,082 ..Defined U.S. Benefit —$4 $— 4)(2) (45) (1) — ee lnAssets Plan 3 Level eie Benefit Defined Non-U.S.

FORM 10-K 73% 27% 100% 4.83% 4.50% 4.07% Non-U.S. Non-U.S. Care Defined Benefit Defined Benefit 70% 30% U.S. Retiree Health 4.70% 4.15% 4.40% 49% 51% U.S. Retiree Health Care U.S. Retiree Health Care 50% 50% 3.11% 3.01% 5.25% 3.75% 3.50% 3.27% 5.11% 2.34% 3.30% 4.23% Benefit 65% 35% Defined Benefit U.S. Defined 2015 2014 2015 2014 3.27% 2.34% 5.10% 3.55% 3.30% 3.21% 4.33% 2.41% 3.30% 4.62% Benefit U.S. Defined 2015 2014 2015 2014 2015 2014 65% 35% ...... 65% 50% 60%- ...... 35% 50% 0%-40% ...... Non-U.S. discount rate U.S. long-term rate of returnNon-U.S. on long-term plan rate assets of return on plan assets U.S. average long-term pay progression Non-U.S. average long-term pay progression U.S. discount rate Non-U.S. discount rate U.S. average long-term pay progression Non-U.S. average long-term pay progression U.S. discount rate 54 TEXAS INSTRUMENTS • 2015 FORM 10-K The table below shows target allocation ranges for the plans that hold a substantial majority of the defined benefit assets. Assumptions for the expected long-termclass rate and of the return effect on of planof periodic assets the target are plan asset based from allocation on plan rebalancing. futureplans’ assets. We expectations investments. We adjust for Assumptions believe the returns used our results for for assumptions for eachvarious the are the asset countries. non-U.S. appropriate payment defined based of benefit on reasonable plans the expenses reflect investment the mix and different long-term economic nature environments of within the the We utilize a variety ofcountry methods in to which select the an benefit appropriateselected plan discount from operates. rate the In depending universe the on of United theflows actively States, depth sufficient traded we of to high-quality use the pay U.S. a corporate the corporate settlement bondselected plan’s bonds. approach market portfolio expected The whereby in of benefit selected a the bonds. payments portfolio portfolio For when is ofperformed our due. designed bonds in non-U.S. The to is which locations resulting provide the with discount cash projected a ratean cash sufficient reflects appropriate flows number the universe from of rate of the actively of high-quality defined traded returnThe corporate benefit high-quality of discount bonds plans bonds, the rate available are an selected in discounted analysis is each against is corporate the country. a bond single In yield market, equivalent this curve a rate manner, constructed government that a with bond produces present index the value adjusted same is for present developed. an value. appropriate For risk countries premium that is lack used a to sufficient establish the discount rate. Weighted average assumptions used to determine net periodic benefit cost: Fixed income securities and cash equivalents Fixed income securities and cash equivalents Asset Category Weighted average asset allocations as of December 31, are as follows: Equity securities We rebalance the plans’ investments when they are not within the target allocation ranges. Asset Category Equity securities None of the plan assetscommon related stock. to As the of defined December benefit 31,next pension 2015, 12 plans we months. and do retiree not health expect care to benefit return plan any are of directly the invested defined in benefit TI pension plans’ assets to TI in the Weighted average assumptions used to determine benefit obligations: Assumptions and investment policies

FORM 10-K 1 etadlnso credit of lines and Debt 11. feigwr 48mlin e fteoiia sunedson,adwr sdtwr h eamn faprino h etthat debt the of portion the a of of proceeds repayment The the debt. toward of the used million of were $3 term and incurred the discount, We over issuance 2015. 2020. expense original August in debt the in due and of matured debt Interest net long-term to million, fixed-rate amortized $498 of are were million which offering $500 costs, of related amount other 2015. principal and August a issuance in issued million we $750 2015, another May and In 2015 April in debt maturing of million $250 retired We the no to had indexed we is and debt drawn, undrawn Long-term if was facility, facility credit credit this our under 2015, allows borrowings 31, that on December rate banks of outstanding. As interest investment-grade paper loans. (LIBOR). The of commercial bank Rate 2020. consortium through Offered March a liquidity from until Interbank additional facility billion London provide credit $2 applicable to revolving to and variable-rate up any, a borrow if had to borrowings, we us paper 2015, commercial 31, support December to of credit As of line a maintain We borrowings Short-term the and liability the of value fair the against in 8. these hedge changes Note to economic record in related an We discussed funds as liabilities. as serve mutual compensation SG&A and in deferred in Sheets, million other investment $187 Balance our related held Consolidated of we our values 2015, on fair 31, investments in participant in December Long-term changes accumulated recorded of in the is As recorded reflects and date. are amount million that that This $198 of plans Sheets. was as plans Balance thereon compensation Consolidated earnings deferred our and the on deferrals of liabilities participants other to and credits liability our Deferred 2015, plans. 31, contribution December notional participant’s defined of on the our As based on in compensation based offered deferred made are their are that on plan funds return this investment a under same a earn Payments the exceed can compensation. in responsibility Participants cash investments management balance. their and of plan salary portion and base a election whose of distribution employees receipt U.S. defer allows to that level plan certain compensation deferred a have We decreased or million $2 arrangements by compensation increased Deferred have by would 2015, expense 31, plan December or 2015 at increased of plan have components benefit would cost million. care periods interest $1 health future and by retiree all cost U.S. over service the rates The for trend million. cost obligation $8 care benefit health postretirement in accumulated decrease the or decreased increase point percentage one A reached is rate trend ultimate which in Year year next rate for trend rate Ultimate follows: trend as cost are care 31 health December Assumed at plan benefit care health retiree U.S. the for rates trend cost care health Assumed 2025 - 2021 2020 2019 2018 2017 2016 assets. company from may not which and payments, assets benefit the plan our of from measure all made to Almost be used immediately. will are benefits assumptions, years their these 10 take from next participants significantly the eligible vary in retirement participants that plan assume to and payments obligations benefit future assumed following The ...... 8 692 91 87 84 36 36 35 83 34 89 $ 91 91 34 ...... 90 $ ...... $245 ...... 2 7 501 170 422 ...... EA NTUET 05FR 0K55 10-K FORM 2015 • INSTRUMENTS TEXAS ...... Defined U.S. Benefit elhCare Health Retiree U.S. 5.0% 7.0% 2024 052014 2015 eie Benefit Defined Non-U.S. 5.0% 7.0% 2023

FORM 10-K 6 — 750 250 500 375 250 500 750 1,000 4,625 4,631 (1,001) $ 250 $ 3,630 (5) — 250 500 375 250 500 750 500 December 31, 1,000 4,125 4,120 2015 2014 (1,000) $— $ 3,120 ...... 56 TEXAS INSTRUMENTS • 2015 FORM 10-K Purchase commitments Some of our purchase commitments entered in the ordinary course of business provide for minimum payments. Capitalized software licenses We have licenses for certainliabilities internal-use are electronic apportioned design between automation Accounts softwaredepending payable that on and we the Deferred account contractual credits for timing and as of capital other payments. leases. liabilities The on related our Consolidated Balance Sheets, Operating leases We conduct certain operations incertain leased long-term facilities supply and agreements also to leasefrequently purchase a include industrial portion purchase gases of and are our renewal accounted datalease provisions for processing expense and as and incurred operating require other was us leases. equipment. $98 to Lease In million, pay agreements addition, $113 taxes, million insurance and and $120 maintenance million costs. in Rental 2015, and 2014 and 2013, respectively. Notes due 2015 at 0.45% Notes due 2016 at 2.375% Notes due 2023 at 2.25% Interest and debt expense wasof $90 the million debt in (discount) 2015, premium $942015 and million and other in $102 debt 2014 million issuance and in costs. $95 both Cash million 2014 payments in and for 2013. 2013. interest This Capitalized on was interest long-term net was debt of not were the material. $99 amortization million in As of December 31, 2015,of we debt retrospectively applied issuance costs. the See provisionscosts Note of as 2 ASU of for 2015-03 December additional and 31, information. ASU 2014,and 2015-15 As from debt regarding a Other issuance result, the assets costs, we classification to in reclassified Long-term the $11 debt, table million as above. of comprehended applicable in debt Net issuance unamortized (discount) premium Total debt, including net unamortized (discount) premium and debt issuance costs Long-term debt Total debt Notes due 2015 at 3.95% (assumed with National acquisition) Notes due 2017 at 6.60% (assumed with National acquisition) Notes due 2021 at 2.75% Net unamortized (discount) premium and debt issuance costs Current portion of long-term debt Long-term debt outstanding as of December 31, 2015 and 2014 is as follows: In May 2013, we issuedand an $500 aggregate million principal due amount in ofexpense 2023. $1.0 over We billion the incurred of term $6 fixed-rate of million long-termused the of debt, toward debt. issuance with the The and $500 repayment proceeds other million of of related duesettled $1.5 the costs, in a billion offering which 2018 floating-to-fixed of were are interest maturing $986 amortized rate debt, million, to swap including net Interest associated of floating-rate and with the notes. debt the original In maturing issuance connection debt. discount with and this were repayment, we In March 2014, we issued2017 an and aggregate $250 principal million amount due ofand in $500 debt 2021. million expense We of over incurred fixed-rate the $3 long-termand term million debt, were of of with used the issuance $250 toward debt. and million the The other due repayment proceeds related in of of costs, the the which $1.0 offering are billion amortized were of to $498 debt million, Interest that net matured of in the May original 2014. issuance discount Notes due 2017 at 0.875% Notes due 2018 at 1.00% Notes due 2019 at 1.65% Notes due 2020 at 1.75% 12. Commitments and contingencies

FORM 10-K 3 upeetlfnnilinformation financial Supplemental 13. Total Other (losses) gains Investment (losses) gains exchange Currency income Interest (expense) income interest Tax income Lease (OI&E) Net (Expense), Income Other acquisition. National the from and resulting 2014 purposes, assets 2015, reporting 31, intangible information. segment December of additional for ended amortization for Other years ongoing 9 in the the Note included For from See are segments. primarily its that were of National charges performance of Acquisition the acquisition 2013, measures 2011 management the how of with result a consistent as costs various incurred We charges Acquisition of results condition, financial our matters, on these effect of adverse outcome material the a predict have to not possible will not proceedings liquidity. is these or it of operations Although results proceedings. the administrative that and believe legal we various to subject are We the to back product our covered Typically, a General liquidity. of products. or price our operations purchase of of the price claims, results credit the future condition, or exceed any financial replace may of our repair, claims amount on to Product or effect us buyer. likelihood adverse obligate the material products predict a semiconductor have cannot have for we we will warranties presented, Historically, Although they periods liability. claims. believe the product product not During or on do estimated. warranty payments we reasonably product of be regarding rate can payments low and or a accruals probable experienced is material loss no a been if have claims there product-related known for accrue We liabilities costs/product Warranty only liabilities had future have any we estimate Historically, reasonably sale. cannot of we terms Consequently, result. the indemnities. may in these that included with indemnification associated property losses intellectual infrequent an minimal, with products sell routinely We guarantees Indemnification Thereafter 2020 2019 2018 2017 2016 operating non-cancellable our under payments minimum commitments: following purchase the and make licenses to software committed had capitalized we leases, 2015, 31, December of As ...... 9—17 33 40 54 — — — $95 2 19 21 37 ...... $30 53 ...... $69 ...... 2—1 — 62 ...... EA NTUET 05FR 0K57 10-K FORM 2015 • INSTRUMENTS TEXAS Operating Leases Capitalized Software Licenses $32 $14 0521 2013 2014 2015 (4) 6 8 3 5 o er Ended Years For eebr31, December 2 $17 $21 1 $14 $14 Commitments 7 (13) (7) 4 (2) (4) Purchase (10) 7106 518

FORM 10-K (3) — 157 2,801 3,328 $ 693 $ 850 $ (529) $ (532) $ 137 $ 6,266 (2) 20 December 31, December 31, December 31, 199 2,789 2,549 2015 2014 2015 2014 2015 2014 $ (550) $ (532) $ 801 $ 127 $ 5,465 $ 1,000 Impact to of Income Line Related Statement Depreciable Lives (Years) (1) (1) Decrease to Provision for income taxes — 2 Increase to Provision for income taxes (21) (37) Decrease to Provision for income taxes $ 2 $ 2 Increase to Interest and debt expense $ 63 $ 108$ 42 Increase to Pension expense $ (b) 71$ Decrease — to Net income $$ (5) — Decrease to $ Pension expense (b) (3) Increase to Net income $ 1 $ 1 Decrease to Net income December 31, For Years Ended (1) — (25) 2015 2014 2013 $2 $78 $53 $— $— $1 ...... 5-40 ...... 3-10 ...... n/a ...... Curtailment gain (a) losses (a) Tax effect Recognized within Net income, net of taxes Amortization of treasury rate locks Recognized within Net income, net of taxes Amortization of prior service cost (credit) and Prior service credit Tax effect Recognized within Net income, net of taxes Tax effect Recognized net actuarial loss and Settlement Net actuarial loss 58 TEXAS INSTRUMENTS • 2015 FORM 10-K (a) Detailed in Note(b) 10. Pension expense is included in COR, R&D, SG&A and Restructuring charges/other in the Consolidated Statements of Income. Derivative instruments: Prior service (cost) credit of defined benefit plans: Other prepaid expenses and current assets Cash flow hedge derivative Details about AOCI Components Net actuarial gains (losses) of defined benefit plans: Total Details on amounts reclassified out of Accumulated otherOur comprehensive Consolidated income Statements (loss), of net Comprehensive ofyears Income taxes, ended include to December items Net 31, that income 2015, havetransactions 2014 been are and recognized recorded. 2013. within The Net table income below during details the where on the Consolidated Statements of Income these Accumulated Other Comprehensive Income (Loss),Postretirement Net benefit of plans: Taxes (AOCI) Total Property, Plant and Equipment atLand Cost Buildings and improvements Machinery and equipment Total Prepaid taxes on intercompany inventory profits, net Prepaid Expenses and Other Current Assets

FORM 10-K 4 urel iaca aa(unaudited) data financial Quarterly 14. annsprcmo share: common per Earnings income Net profit Operating profit: Operating in Included profit Gross Revenue 2014 share: common per Earnings income Net profit Operating profit: Operating in Included profit Gross Revenue 2015 iue annsprcmo share common per earnings Diluted share common per earnings Basic charges/other Restructuring charges Acquisition share common per earnings Diluted share common per earnings Basic charges/other Restructuring charges Acquisition ...... $ ...... 476386825 826 683 487 ...... 9 982 690 ...... 8 28 82 83 82 83 ...... $ ...... EA NTUET 05FR 0K59 10-K FORM 2015 • INSTRUMENTS TEXAS .2$06 .7$0.81 $ 0.77 $ 0.66 $ 0.62 $ ,5 ,3 ,2 3,189 $ 3,429 $ 3,232 $ 3,150 $ ,0 ,8 ,4 1,895 2,044 3,269 $ 3,501 1,881 $ 3,292 $ 1,607 2,983 1,866 1,997 1,881 1,816 s n r 4th 3rd 2nd 1st 4th 3rd 2nd 1st .4$06 .7$0.78 $ 0.77 $ 0.63 $ 0.44 .406 .60.76 0.76 0.62 0.44 0.80 0.76 0.65 0.61 5 9 9 836 798 1,142 1,164 696 1,010 656 958 1)()()(27) (9) (4) (11) 38 381 83 82 83 2 1 (68) — (1) (2) Quarter Quarter ,7 1,100 1,175

FORM 10-K 60 TEXAS INSTRUMENTS • 2015 FORM 10-K Dallas, Texas February 24, 2016 We also have audited, inCompany’s accordance internal with control the over standards financial ofIntegrated reporting the Framework as Public issued of Company by December Accounting the 31, Oversightour Committee 2015, Board report of based (United dated Sponsoring on States), February Organizations criteria the 24, established of 2016, the in expressed Treadway Internal an Commission Control- unqualified (2013 opinion framework) thereon. and As discussed in Note 2assets to and the liabilities consolidated effective financial December statements, 31, the 2015. Company changed its method of classifying deferred tax In our opinion, the financialof statements Texas referred Instruments to Incorporated above and presentoperations subsidiaries fairly, and at in their December all cash 31, material flows 2015 respects,generally for and the accepted each 2014, consolidated accounting of and financial principles. the the position three consolidated years results in of the their period ended December 31, 2015, in conformity with U.S. We conducted our audits inThose accordance standards with require the that standards we ofare plan the free and Public of perform Company material the Accounting misstatement. audit Oversightin An to Board the audit obtain (United financial includes reasonable States). statements. examining, assurance An on aboutmanagement, audit a whether as also test the well includes basis, financial as assessing evidence statements evaluating the supportingbasis the accounting the for overall principles amounts our financial used and opinion. statement and disclosures presentation. significant We estimates believe made that by our audits provide a reasonable We have audited the accompanyingCompany) consolidated as balance of sheets December of 31, Texasstockholders’ 2015 Instruments equity, and Incorporated 2014, and and and cash subsidiaries the flows (the statements for related are each consolidated the of statements responsibility the of of three income,statements the years comprehensive based Company’s in income, on management. the our Our period audits. responsibility ended is December to 31, express 2015. an These opinion financial on these financial The Board of Directors andTexas Stockholders Instruments Incorporated Report of independent registered public accounting firm

FORM 10-K Isidpnetrgsee ulcacutn im rs on L,hsise nadtrpr nteefcieeso our of effectiveness the on report report. audit this an follows issued immediately has which LLP, reporting, Young financial & over Ernst control criteria. firm, internal of COSO accounting as the public that, on registered believe based independent we effective TI’s assessment is our reporting on financial Commission Based over Treadway Framework. control the Integrated internal this of – our making Organizations Control 2015, In Sponsoring Internal 31, 2015. of in December 31, Committee criteria) December the COSO of by (the as forth framework) reporting set (2013 financial criteria over the deteriorate. control used may internal we procedures of assessment, or inadequate effectiveness policies become the may the assessed controls with management that compliance TI risk of misstatements. the degree detect to the or subject that prevent are or not periods conditions, may future in and to changes limitations effectiveness of inherent of because have evaluation designed, any well of how projections is matter Also, or no affected, systems, materially control has internal that reporting. All 15d-15(f) 2015 financial and of over 13a-15(f) quarter control Rule fourth internal in the our defined during affect, (as occurred materially reporting that to financial 1934) likely accounting over of reasonably accepted control Act generally internal Exchange with our Securities preparation accordance in the the in change under and purposes no reporting external been internal financial for has TI’s of issued There reporting. reliability statements principles. financial the financial over regarding of control assurance presentation internal reasonable fair effective provide and maintaining to and designed establishing was for system responsible control is TI of management The reporting financial over control internal on management by Report reporting financial over controls control disclosure Internal those that concluded of Officer Act Financial Exchange Chief Securities and the of operation Officer under effective. participation and Executive 15d-15(e) were the design and Chief procedures with the 13a-15(e) the and of and Rules evaluation, effectiveness supervision in that the the defined upon of under (as Based Officer, out procedures 1934). Financial carried and was Chief controls report and disclosure this Officer TI’s by Executive of covered Chief period its the including of management, end TI’s the of as evaluation An procedures and controls Disclosure Procedures. and Controls 9A. ITEM applicable. Not and Accounting on Accountants With Disagreements and in Changes 9. ITEM iaca Disclosure. Financial EA NTUET 05FR 0K61 10-K FORM 2015 • INSTRUMENTS TEXAS

FORM 10-K 62 TEXAS INSTRUMENTS • 2015 FORM 10-K Dallas, Texas February 24, 2016 We also have audited, inconsolidated accordance balance with sheets the of standards Texas ofrelated Instruments the consolidated Incorporated Public statements and Company of subsidiaries Accounting income, as Oversightyears comprehensive of Board in income, December (United the stockholders’ 31, States), period equity, 2015 the ended and and December cash 2014, 31, flows and 2015, for the and each our of report the dated three February 24, 2016, expressed an unqualified opinion thereon. In our opinion, Texas Instrumentsreporting Incorporated as maintained, of in December all 31, material 2015, respects, based effective on internal the control COSO over criteria. financial Because of its inherent limitations,projections internal of control any over evaluation financial of reportingbecause effectiveness may of to not changes future prevent in periods or conditions, are detect or subject misstatements. that to Also, the the degree risk of that compliance controls with may the become policies inadequate or procedures may deteriorate. A company’s internal control overreliability financial of reporting financial is reporting a and processaccepted designed the accounting preparation to principles. provide of A reasonable financial company’s assurance statements(1) internal regarding for pertain control external the to over purposes the financial in maintenance reporting accordancethe of includes with assets records those generally of that, policies the in and company; reasonable proceduresfinancial (2) detail, that provide statements accurately in reasonable and accordance assurance fairly with that reflectcompany generally transactions the are are accepted transactions being recorded accounting and made as principles, dispositions only necessary and of reasonable in to that assurance accordance permit receipts regarding with preparation and prevention authorizations of expenditures or of ofassets timely management the that detection and could of directors have unauthorized of a acquisition, the material company; use, effect or and on disposition (3) the provide of financial the statements. company’s We conducted our audit inThose accordance standards with require the that standards we ofcontrol plan the over and Public financial perform Company reporting the Accounting was audit Oversightcontrol maintained to Board over in obtain (United financial all reasonable States). reporting, material assurance assessing respects. abouteffectiveness the Our whether of risk audit effective internal that included internal control a obtaining based material anthe on weakness understanding circumstances. the exists, of We assessed testing internal believe risk, and that and evaluating our performing the audit such design provides other and a procedures operating reasonable as basis we for considered our necessary opinion. in We have audited Texas Instrumentscriteria Incorporated’s established internal in control Internal over Control financialTreadway – reporting Commission Integrated as (2013 Framework of framework) issued December (the by 31,maintaining COSO the 2015, criteria). effective Committee based Texas internal of on Instruments control Sponsoring Incorporated’s over Organizationsfinancial management financial of reporting is reporting, the included responsible and in for for the itsresponsibility accompanying assessment is report of to by the express management effectiveness an on of opinion internal internal on control control the over over company’s financial internal reporting. control Our over financial reporting based on our audit. The Board of Directors andTexas Stockholders Instruments Incorporated Report of independent registered public accounting firm on internal control over financial reporting

FORM 10-K h nomto otie ne h ato Eut opnainpa nomto”i u rx ttmn o h 06annual 2016 statement. the proxy for such statement to proxy reference our by in herein information” incorporated plan is compensation stockholders “Equity of caption meeting the under contained information The information plan compensation Equity and Management and Owners Beneficial Certain of Ownership Security 12. ITEM statement. proxy such to reference statement by proxy herein our incorporated in is participation” stockholders insider of and meeting interlocks annual committee 2016 “Compensation the caption for the under the contained that 10-K. information provided Form The statement, this proxy with such filed to deemed for reference be statement by not proxy herein shall our incorporated report in is Committee compensation” stockholders Compensation “Executive of and meeting compensation” annual “Director 2016 captions the the under contained information The Compensation. Executive 11. ITEM reference by herein incorporated is audit stockholders the of and meeting committee annual audit 2016 the the statement. to for proxy respect statement such with proxy to board” our the in of expert “Committees financial caption committee the under contained information The site. on web found same be the Committee can on Audit Code regarding information the SEC such of the posting copy of by A requirements Code Officers. disclosure the Finance the from, Senior satisfy waivers and to or Officer intend to, Executive We amendments Chief www.ti.com/corporategovernance. TI at for site Ethics web of our Code the adopted have We report. this of 1 Item I, Ethics Part of in Code appears information biographical their and officers proxy executive such our to of reference list by A herein incorporated same is the stockholders of of caption meeting the annual under 2016 contained the compliance for statement. reporting statement ownership proxy beneficial our 16(a) in Section name to such respect to with reference information by The herein incorporated nominee is and stockholders, diversity of “Board meeting caption annual the 2016 under the statement. contained for proxy is statement which proxy experience, our business in directors’ qualifications” by to herein respect incorporated with is information stockholders, The under of contained meeting is annual which 2016 service, the of for statement. periods statement proxy and proxy such office our to of in reference term directors” positions, of ages, “Election names, caption directors’ the to respect with information The applicable. Not Information. Other 9B. ITEM TM1.Drcos xctv fiesadCroaeGovernance. Corporate and Officers Executive Directors, 10. ITEM eae tchle Matters. Stockholder Related EA NTUET 05FR 0K63 10-K FORM 2015 • INSTRUMENTS TEXAS ATIII PART

FORM 10-K Independence. 64 TEXAS INSTRUMENTS • 2015 FORM 10-K ITEM 14. Principal Accountant Fees and Services. The information with respect toof principal independent accountant registered fees public and accounting servicesincorporated firm” contained herein in under by our the reference proxy caption to statement “Proposal such for to proxy the ratify statement. 2016 appointment annual meeting of stockholders is The information contained under thestockholders caption is “Director incorporated independence” herein in by our reference proxy to statement such for proxy the statement. 2016 annual meeting of The information contained under thestockholders caption is “Related incorporated person herein transactions” by in reference our to proxy such statement proxy for statement. the 2016 annual meeting of ITEM 13. Certain Relationships and Related Transactions, and Director The information that is containeddirectors under and the management” captions in “Security our ownershipreference proxy of to statement certain such for beneficial proxy the owners” statement. 2016 and annual “Security meeting ownership of of stockholders is incorporated herein by Security ownership of certain beneficial owners and management

FORM 10-K h iaca ttmnsaelse nteidxicue nIe ,“iaca ttmnsadSplmnayData.” Supplementary and Statements “Financial 8, Item in included index the in listed are statements financial The Schedules. Statement Financial Exhibits, 15. ITEM Designation fEhbtDsrpino Exhibit of Description Exhibit of 10(m) 10(l) 10(k) 10(j) 10(i) 10(h) 10(g) 10(f) 10(e) 10(d) 10(c) 10(b) 10(a) 4(f) 4(e) 4(d) 4(c) 4(b) 4(a) 3(b) 3(a) lna mne aur 9 2012* 19, January amended as Plan Incentive Long-Term 2009 Instruments Texas Plan* Long-Term Incentive 2009 Instruments Texas Agreement the Award under Unit Stock Restricted of Form Plan* Incentive Long-Term 2009 X Texas Instruments the under Officers Executive Agreement for Option Stock Non-Qualified of Form 2012 19, January amended as Plan Compensation Director 2003 X Instruments Texas 1998 16, April dated amended, as Plan, Compensation Deferred Directors Instruments Texas 1998 16, April dated amended, for as Plan Directors, Unit Stock Restricted Instruments Texas 17, 2009* September amended as Plan Performance Officer Executive 4.1 Instruments Texas 2008 16, October amended as Plan Incentive Long-Term 2003 4.2 Instruments 4.2 Texas 4.2 2008* 2015 16, 6, October May amended as Plan Incentive 4.3 Long-Term 2000 Instruments 2014 Texas 12, March 001-3761 1993* 2013 2011 15, 8, 23, April May May adopted Plan, 8-K Incentive Long-Term 001-3761 Instruments 2011 Texas 23, II* May Plan 8-K Pension 001-3761 Non-Qualified 001-3761 Employees TI amended* as 8-K 8-K 2009, 1, 001-3761 January effective Plan, Pension 3(b) Non-Qualified 8-K Employees TI amended* request. as upon Plan, a Commission Compensation furnish Exchange Deferred to and TI Registrant undertakes Securities the Registrant the 2015 of The to 24, debt 601(b)(4)(iii)(A). instruments February long-term Item such of S-K, of holders Regulation copy of to rights pursuant the subsidiaries 001-3761 defining its instruments and certain omitted 10-K has Registrant The Certificate Officer’s Certificate Officer’s Certificate Officer’s Certificate Officer’s Indenture Registrant the of By-Laws amended as 1985, 18, April dated the Registrant, of Incorporation of Certificate Restated EA NTUET 05FR 0K65 10-K FORM 2015 • INSTRUMENTS TEXAS ATIV PART 0K0136 eray2,21 10(m) 2015 24, February 10(m) 001-3761 10-K 2013 22, February 10(l) 001-3761 10-K 2013 22, 10(j) February 001-3761 2015 10-K 24, February 10(i) 001-3761 10-K 2012 24, 10(h) February 001-3761 2012 10-K 24, February 10(g) 001-3761 10-K 2015 24, 10(f) February 001-3761 2015 10-K 24, 10(e) February 001-3761 2015 10-K 24, 10(c) February 001-3761 2012 10-K 24, February 001-3761 10-K 3(a) 2015 24, February 001-3761 10-K Form ubrDt fFiling of Date Number File noprtdb Reference by Incorporated Number Exhibit Furnished Herewith ie or Filed X

FORM 10-K X X X X X X Filed or Herewith Furnished Exhibit Number Incorporated by Reference File Number Date of Filing 8-K 001-3761 December 7, 2010 10 Form Rule 13a-14(a)/15(d)-14(a) Certification of Chief Executive Officer Rule 13a-14(a)/15(d)-14(a) Certification of Chief Financial Officer Section 1350 Certification of ChiefOfficer Executive Section 1350 Certification of ChiefOfficer Financial Instance Document XBRL Taxonomy SchemaXBRL Taxonomy Calculation LinkbaseXBRL Taxonomy Definitions DocumentXBRL Taxonomy Labels LinkbaseXBRL Taxonomy Presentation Linkbase X X X X X Texas Instruments 2009 Director Compensation Plan as amended December 2, 2010 Ratio of Earnings to Fixed ChargesList of Subsidiaries of the RegistrantConsent of Independent Registered Public Accounting Firm X X of Exhibit Description of Exhibit 101.cal 101.Def 101.lab 101.pre 31(a) 31(b) 32(a) 32(b) 101.ins 101.sch 10(n) 21 23 12 Designation 66 TEXAS INSTRUMENTS • 2015 FORM 10-K * Management compensation plans and arrangements

FORM 10-K ttmnsicue nti eotaemd nya ftedt fti eot n eudraen biaint paethe update to obligation no undertake we and forward-looking report, The this report. of this circumstances. date or of 1A events the Item of subsequent as in reflect only discussion to Factors made statements Risk are forward-looking the report see this factors in these included of statements discussion detailed more a For the from materially differ to results actual cause could that management: factors its important or following TI the of consider expectations carefully to you urge cause We could statements. that forward-looking uncertainties in are and those also risks from goals certain materially or to differ intentions subject to plans, are results objectives, statements actual its outlook, forward-looking or strategy, such similar TI business All of as TI’s statements. phrases such describe or forward-looking phrases that words by herein other Private identified statements or the be Similarly, “estimates” by can “forecasts,” import. established generally “foresees,” liability statements “anticipates,” from forward-looking “expects,” harbor These “believes,” safe 1995. management the of for Act qualify Reform to Litigation intended Securities statements forward-looking includes report This statements forward-looking regarding Notice Isaiiyt ucsflyitgaeadraieopruiisfrgot rmaqiiin,adisaiiyt elz its realize to ability assets. its non-financial and TI’s acquisitions, of from Impairments growth for opportunities • realize and integrate successfully personnel; to skilled ability retain TI’s the and in recruit invest costs; to operations, • benefit ability daily pension TI’s its and fund care to health • ability in TI’s Increases affects inventory; that TI-consigned markets to • financial respect and with credit TI detriment; global of determined TI’s the distributor are to in or profits lines customer Instability which product a in competing by jurisdictions of suffered • the promotion loss law, their A tax or in distributors changes of • of difficulties result Financial the products, as TI TI • to to relating applicable claims rate other tax or the failure, in delivery Changes or epidemic on of • based actions claims or claims, subject, warranty become or may liability or Product is TI which • to regulations and rules laws, complex the in changes parties, or third with from Compliance licenses needed obtain • and portfolio property intellectual strong a enforce to and ability maintain the to and ability equipment, TI’s manufacturing of installation • and technologies manufacturing new and of services implementation manufacturing Timely third-party equipment, manufacturing suppliers; • or utilities, customers materials, or its raw customers of of its those cost TI, or and which systems Availability in technology locations information the TI’s • in of epidemics Breaches health or events • geological weather, severe as including such operate, events suppliers Natural its or customers • its TI, environment; which technological in changing countries rapidly the a in in conditions levels products political sufficient innovative and at market social facilities and Economic, manufacturing manufacture its develop, utilize to • to ability ability TI’s its from including results margins, • that profit inventory improve TI or excess maintain or to inadequate ability of TI’s impact financial customer the • other and and forecasts distributor from of differs amount that and demand timing Customer the and industry; customers • competitive key intensely from an purchases in of prices curtailments and or products Losses in markets; compete end to • TI’s ability in TI’s particularly semiconductors, for • demand Market • xettosrgrigteaon n iigo etutrn hre n soitdcs aig;and savings; cost associated and charges restructuring of timing and amount the regarding expectations debt; its on payments interest and principal make or acquisitions, strategic make business, assets; tax deferred realize to ability the and audits tax of part; resolution TI adverse a taxed, containing and product earned a be for to customers TI by recalls or communications, fines, or to design us services, subject manufacturing, or business, its operate or products liability; its legal manufacture other to or ability penalties, TI’s restrict that to authorities, payments enforcement royalty reducing conditions market and licensees, patent its and TI TI; between agreements license of expiration services; subcontract assembly/test and foundry third-party needed obtain technology; manufacturing operate; suppliers its rates; technology exchange information currency and foreign communications in transportation, fluctuations in and disruptions networks possible conditions, health risks, security industry; cyclical and competitive intensely an in costs, operating fixed its cover to projections; from differs that demand adjustments; inventory EA NTUET 05FR 0K67 10-K FORM 2015 • INSTRUMENTS TEXAS

FORM 10-K Title Director Director Director Director Director Director Director Director Kevin P. March Senior Vice President, Chief Financial Officer and Chief Accounting Officer TEXAS INSTRUMENTS INCORPORATED By: /s/ Kevin P. March SIGNATURES Signature Ronald Kirk Carrie S. Cox Mark A. Blinn /s/ Ronald Kirk Janet F. Clark Daniel A. Carp /s/ Carrie S. Cox /s/ Mark A. Blinn /s/ Janet F. Clark /s/ Daniel A. Carp Pamela H. Patsley Robert E. Sanchez Ralph W. Babb, Jr. /s/ Pamela H. Patsley /s/ Robert E. Sanchez /s/ Ralph W. Babb, Jr. 68 TEXAS INSTRUMENTS • 2015 FORM 10-K Pursuant to the requirements ofon the behalf Securities of Exchange the Act Registrant of and 1934, in this the Report capacities has indicated been signed on the below 24th by day the of following February persons 2016. Each person whose signature appearsCynthia below Hoff constitutes Trochu, and or appoints any eachsubstitution of of and them, Richard resubstitution, each K. acting for Templeton, such alone, Kevinwith person his P. the and or March, annual her in and report true his on or andamendments Form her lawful to 10-K name, attorneys-in-fact the of place and Form Texas and agents, 10-K, Instruments stead, withthe and Incorporated in full Securities to for any power and file the and of Exchange the year all Commission, same, ended capacitiesauthority granting with December in to all unto 31, connection do exhibits said 2015, and thereto, attorneys-in-fact to perform and and signall each other agents, any intents and documents each and and every in acting all purposes act connection alone, as and therewith, fulland he thing power with agents, or requisite and or she and their might necessary substitutes or to or could be substitute, do done may in in lawfully person, and do hereby about or ratifying the cause and premises, to confirming as be all fully done that to by said virtue attorneys-in-fact hereof. Date: February 24, 2016 Pursuant to the requirements ofReport Section to 13 be or signed 15(d) on of its the behalf Securities by Exchange the Act undersigned, of 1934, thereunto the duly Registrant authorized. has duly caused this

FORM 10-K s hitn odWhitman Todd Christine /s/ hitn odWhitman Todd Christine s ihr .Templeton K. Richard /s/ ihr .Templeton K. Richard s an .Sanders R. Wayne /s/ s uhJ Simmons J. Ruth /s/ an .Sanders R. Wayne s ei .March P. Kevin /s/ uhJ Simmons J. Ruth ei .March P. Kevin Signature EA NTUET 05FR 0K69 10-K FORM 2015 • INSTRUMENTS TEXAS eirVc rsdn;CifFnnilOfficer; Financial Chief President; Vice Senior himno h or;Drco;President; Director; Board; the of Chairman he conigOfficer Accounting Chief he xctv Officer Executive Chief Director Director Director Title

FORM 10-K (This page intentionally left blank.)

TEXAS INSTRUMENTS ac ,2016 9, March Texas Dallas, toll-free the calling (2) website, Internet the proxy. accessing enclosed (1) the by: mailing possible and meeting. as dating annual promptly signing, the as (3) at shares or vote your number to vote entitled to are you 2016, urge 22, We February on business of close the at record of Stockholders the upon act and consider our will on we cafeteria meeting the the at At 2016, time). 21, (Central April a.m. Thursday, 9:00 on at stockholders Texas, matters: of Dallas, following meeting Boulevard, annual TI 2016 12500 the at attend property to invited cordially are You Stockholder: Dear uhohrmtesa a rprycm eoetemeeting. the before and come Plan, properly Incentive may Long-Term as for 2009 matters firm Instruments other accounting Texas such public the registered to independent amendments • company’s of the approval as LLP Young • & Ernst of appointment the compensation, of executive ratification company’s the year, of • next approval the advisory for directors of • election the • 2016, OIEO NULMEIGO STOCKHOLDERS OF MEETING ANNUAL OF NOTICE EA NTUET 06POYSAEET1 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS pi 1 2016 21, April eea Counsel General and Secretary President, Vice Senior Trochu Hoff Cynthia Sincerely,

PROXY STATEMENT ..... 47 ...... 53 ...... 42 ...... 52 ...... 52 ...... A-1 ...... 46 ...... 51 ...... 51 ...... 49 ...... 41 ...... 40 ...... 47 ...... 51 ...... 50 ...... 52 ...... 47 ...... 50 ...... 51 ...... B-1 participation compliance our Form 10-K Instruments 2009 Long-Term Incentive Plan Voting securities Security ownership of certain beneficialSecurity owners ownership of directors andRelated management person transactions . . .Compensation committee interlocks and insider 48 Cost of solicitation Stockholder proposals for 2017 Benefit plan voting Section 16(a) beneficial ownership reporting Telephone and Internet voting Stockholders sharing the same address Electronic delivery of proxy materials and copies of Incentive Plan) public accounting firm Proposal to approve amendment of the Texas Equity compensation plan information Additional information Notice regarding forward-looking statements Directions and other annual meetingAppendix information A (Non-GAAP reconciliations) Appendix B (Texas Instruments 2009 Long-Term Audit Committee report Proposal to ratify appointment of independent registered TABLE OF CONTENTS ...... 36 ...... 5 ...... 16 ...... 33 ...... 16 ...... 30 ...... 28 ...... 8 ...... 28 ...... 9 ...... 3 ...... 5 ...... 14 ...... 8 ...... 12 ...... 4 ...... 12 ...... 10 ...... 8 ...... 8 ...... 16 ...... 34 ...... 13 ...... 4 ...... 9 ...... 37 company’s executive compensation control Nominees for directorship Director nomination process Board diversity and nominee qualifications Communications with the board Corporate governance Annual meeting attendance Director independence Board and committee meetings Committees of the board Board leadership structure Risk oversight by the board 2015 director compensation Proposal regarding advisory approval of the Compensation Discussion and Analysis Compensation Committee report 2015 summary compensation table Grants of plan-based awards inOutstanding 2015 equity awards at fiscal2015 year-end option 2015 exercises and . stock .2015 vested pension benefits 31 2015 non-qualified deferred compensation Potential payments upon termination or change in 2 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT Voting procedures and quorum Election of directors Board organization Director compensation Executive compensation

PROXY STATEMENT ttmn.O aho hs atr o a oe“o, aant r“bti. h oerqie o h lcino ietr and directors of election the for below. required table vote proxy the The this in “abstain.” in shown or elsewhere is “against” discussed matters “for,” is vote other matters may the these you of of of matters approval approval company’s Each these and the Plan. of firm of Incentive each accounting approval Long-Term On public regarding 2009 statement. registered vote Instruments advisory independent Texas an our the directors, of to of appointment amendments election the to the of permitted are ratification not meeting compensation, is the executive broker at the considered which be on to matter Scheduled any company to holds as instruction. who instructions specific are owner voting without non-votes and beneficial with vote broker a issued broker and and stock when the discretion Abstentions common occur provide its exist. TI non-votes not exercise will of Broker does quorum shares quorum. broker a the a a proxy, of establishing through by majority of stock or a purposes person least for in at present present If as are meeting. counted vote valid to a entitled hold time and to any necessary outstanding at is authorization stockholders shares your of the revoke quorum instructions, can A voting You give directors. not of meeting. your do board the instructions, meeting, but the at voting the proxy by voted Internet to your recommended are or come return as shares not telephone and voted the do the sign be before you followed you will If or If proxy person. proxy proxy. that in signed enclosed by vote properly the represented being can a on are you returned found vote proxy meeting, have be and related the you can you and to if which represent statement come only to proxy you voted proxy the This If be the return meeting. 2016. can in and annual 9, shares named sign of March persons you notice about the If the or 2016. authorize in on 21, you mentioned distributed April Internet, purposes on the the stockholders on for of or shares meeting telephone your annual by the vote for or proxy proxy, your enclosed requests directors of board TI’s quorum and procedures Voting 75266-0199 TEXAS DALLAS, 660199, BOX P.O. ADDRESS: 75243 MAILING TEXAS DALLAS, BOULEVARD, TI 12500 OFFICES EXECUTIVE atrRequ Matter umte ttemeeting. the be at properly submitted may that matter other Any Plan. Incentive Long-Term 2009 Instruments the Texas to amendments approve to Proposal firm. accounting public registered independent of appointment or ratify person to in Proposal present votes of Majority compensation. officer executive named approve to vote Advisory directors of Election RX TTMN AC ,2016 9, MARCH – STATEMENT PROXY EA NTUET 06POYSAEET3 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS ypoya h etn utb cast proposal. be the must for meeting the at or proxy person by in present votes of Majority cast proposal. be the must for meeting the at or proxy person by in present votes of Majority cast proposal. be the must for meeting the at or proxy person by in present votes of Majority cast proposal. be the must for meeting the at or proxy person by in present votes of Majority that for cast nominee. be must respect nominee with a election to the in cast entitled be and to meeting the at proxy by i e oeIpc fAbstent of Impact Vote red aetesm feta votes against. as effect same the have non-votes broker and Abstentions votes against. as effect same the have non-votes broker and Abstentions non-votes.) broker no are there Accordingly, matter. this on instruction specific vote without and discretion their exercise to permitted are (Brokers against. as votes effect same the have Abstentions votes against. as effect same the have non-votes broker and Abstentions against. or for votes as counted not are non-votes Broker against. as votes effect same the have Abstentions i n rBoe Non-Votes Broker or ons

PROXY STATEMENT TEMPLETON . SANDERS . Age 68 Director since 1997 Chair, Governance and Stockholder Relations Committee RICHARD K Age 57 Chairman since 2008 and director since 2003 CHRISTINE TODD WHITMAN Age 69 Director since 2003 Member, Compensation Committee WAYNE R PATSLEY SANCHEZ COX . . . RONALD KIRK Age 61 Director since 2013 Member, Governance and Stockholder Relations Committee PAMELA H Age 59 Director since 2004 Member, Compensation Committee ROBERT E Age 50 Director since 2011 Chair, Compensation Committee CARRIE S Age 58 Director since 2004 Member, Governance and Stockholder Relations Committee . CARP BABB, JR CLARK . BLINN . . . JANET F Age 61 Director since 2015 Member, Audit Committee DANIEL A Age 67 Director since 1997 Member, Compensation Committee RALPH W Age 67 Director since 2010 Lead Director; Chair, Audit Committee MARK A Age 54 Director since 2013 Member, Audit Committee 4 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT Directors All of the nominees fordirector directorship of are the directors company, of please theas see company. proxies pages For may 6-8. a vote If discussion for any of a nominee each substitute becomes nominee’s or unable qualifications the to to number serve serve of before as directors the a will meeting, be the reduced persons accordingly. named Nominees for directorship If you return a proxy that is not otherwise marked, your shares will be voted FOR each of the nominees. Directors are elected at thequalified. annual The meeting board to of hold directors officeA. has until CARP, designated the JANET the next F. following annual CLARK, persons meetingRICHARD CARRIE as and K. S. nominees: until TEMPLETON COX, RALPH their and RONALD W. successors KIRK, CHRISTINE BABB, are PAMELA TODD JR., elected H. WHITMAN. MARK and PATSLEY, A. ROBERT BLINN, E. DANIEL SANCHEZ, WAYNE R. SANDERS, Election of directors

PROXY STATEMENT aac ftnr mn h ietr spr ftebadscnieain ogrsrigdrcosbigvlal xeinewith experience a valuable Maintaining bring company. directors the Longer-serving at consideration. service board’s backgrounds, board the whose of of nominees standards part not identify high is does to the directors board to judgment the The its contribute among members. uses will tenure its it whole, of among Rather, a balance experience mix. as and appropriate taken background the experiences, of determine and mix to attributes a formula prefers or board ratio the any above, follow criteria the by indicated As guidelines. governance corporate qualifications board’s nominee the in and stated diversity as Board range desired the within is size current interest. its most believes conducted the board then had The It Committee potential possess. G&SR of should the number candidates whom a that in initially identify determined candidates nominees to Committee the research potential G&SR on conducted evaluating the research first firm and skills further the search and identifying for The in qualifications stockholders the candidate. Committee on the is director G&SR based by She potential the candidates, election 2015. assist a for 15, as to July standing company Clark is effective Ms. the who board by identified stockholders the retained of to firm meeting elected search was annual A Clark 2016 time. Ms. the company. at the nominee of director directors only are directorship Committee. for G&SR nominees the All to recommendations submit may others and management directors, non-employee Stockholders, skills: and qualities qualifications, minimum following the for looks Committee G&SR nominees. the other nominees, evaluates prospective it will evaluating as Committee In manner G&SR the same The of the 75265-5936. Secretary in TX the nominee Dallas, to board 8658, who write prospective MS stockholder can 655936, stockholder’s A consideration Box the stockholders. Committee’s P.O. evaluate by G&SR Incorporated, recommended the Instruments nominees for Texas board nominee Committee, prospective board G&SR consider prospective to a board recommend the to of wishes policy long-standing at a website is our It on of found board be Our can guidelines. It governance Committee. corporate G&SR board’s the as the for directors and charter www.ti.com/corporategovernance. independent (NASDAQ) written of Market a solely Stock adopted comprised NASDAQ has a is The directors for designated Committee of has responsible G&SR rules is board The the which the board. by task, Committee), the defined G&SR this to (the in nominees assist Committee recommending To Relations and directors. Stockholder reviewing as and election Governance for the nominees committee, approving standing for responsible is board The by- company’s the under process ineligible nomination therefore Director is and meeting. 70 annual of 2016 age the the at attained re-election has for 1999, stand since to director laws valued highly a Simmons, Ms. re-election for standing not Director blt orpeettettlcroaeitrsso I( ietrwl o eslce o o ilh rseb xetdto, expected be she or he will nor to, selected be not will director (a TI of interests corporate total the G&SR represent the to regard, Ability this (in adequately • activities board perform to required time members. the board devote among to viewpoints ability of and diversity Willingness a to contribute • to inquiries. Ability analytical independent, make • to Ability judgment. • of Soundness experience. • career. of personal Breadth individual’s the in • achievement Outstanding • or’ oiyta ietr hudntsreo h orso oeta he te ulccompanies). group). public particular the other any particular three of in than interests and more the director, of represent a boards as the serves on individual serve the not which should on directors boards that other policy of board’s number the consider will Committee ebr ui Committee Audit Member, 1999 since Director 70 Age J RUTH . SIMMONS EA NTUET 06POYSAEET5 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS

PROXY STATEMENT a keen appreciation for audit- and financial control-related matters. hand experience in managing amanagement large, responsibility multinational for corporation the focused corporation’s on financial worldwide performance electronics and markets, its with significant ultimate (2006-present) investments and in a capital director and of R&D. multinational Liz corporations Claiborne, in Inc. various (2006-2009), has industries, helped including oversee some the that strategy are and capital-intensive. operations of major multinational corporation operating in globalorganization’s industrial financial markets, performance with and ultimate significant management capital responsibility and for R&D the investments. Services Inc. (2003-2004) and viceappreciation president and for audit- controller and of Centex financial Corporation control-related (2000-2002), matters. has developed a keen has gained first-hand experience in managing large, complex institutions, asComerica well Bank as (1995-2002), insight controller into and financialauditor later markets. and chief later financial audit officer manager ofaudit at Mercantile knowledge the Bancorporation and accounting (1978-1995), experience firm and in of audit- Peat and Marwick financial Mitchell control-related & Co. matters. (1971-1978), has gained extensive • As executive vice president (2007-2013) and chief financial officer (2004-2013) of Marathon Oil Corporation, has developed • As chairman and CEO (2000-2005) and president (1997-2001, 2002-2003) of Eastman Kodak• Company, has gained As first- chairman of the board of directors of Delta Air Lines, Inc. (2007-present), a director of Norfolk Southern Corporation • As CEO and a director of Flowserve Corporation (2009-present), has gained first-hand• experience in managing As a chief large, financial officer of Flowserve Corporation (2004-2009), chief financial officer of FedEx Kinko’s Office and Print • As chairman and CEO of Comerica Incorporated• and Comerica Bank As (2002-present) Audit and Committee through chair a at long the career company in (April banking, 19, 2013-present), chief financial officer of Comerica Incorporated and 6 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT Ms. Clark Mr. Carp Mr. Blinn Mr. Babb In concluding that each nomineeand should on serve the as direct a personal director,willingness knowledge, the to born board ask of relied difficult previous on questions service the to on specific board the experiences deliberations. board, and that attributes each listed of below the nominees brings insight and the As described below, each ofmulti-billion our dollar director multinational nominees has corporate achieved enterprisesdirectly an or involved extremely significant in high governmental the level organizations. challenges of Inprocesses relating success these of to in positions, large, setting his each complex the or has organizations. strategic her been leadership Each direction career, qualities. has whether and Ten had at managing of exposure the the to financialcorporation, director effective performance, and nominees leaders personnel two have and and have experience has served in developednominee in serving the can high on ability draw. political the to office, board judge all of of directors which of provides at additional least relevant one other experience major on which each As it considered director nomineestypically for relate the to 2016 the annual company’s meeting,performance; strategic the the direction; board challenges succession kept of planning in running for minddivestitures; a senior that and large, executive the significant complex positions; most research enterprise, the important and including company’s issuesthe development the financial it company’s (R&D) management considers operations, and of which capital its primarily investment risks;automotive, involve decisions. major personal the These acquisitions electronics, manufacture issues and communications and arise equipment sale in and of the enterprise semiconductors context systems all of markets. over the world into industrial, the company and familiarity withfresh the perspectives strategic and and ideas. operational To challengesdirectors help it cannot maintain has stand this faced for balance, over election the theis after company years, evidenced reaching has while by age a newer the 70. mandatory directors directors’ The retirement bring committee participation effectiveness policy, meetings in of pursuant and the the to in insightful board’s which shaping and approach the robust to agendas yet board for respectful composition those deliberation decisions meetings. that occurs at board and

PROXY STATEMENT r Sanders Mr. Sanchez Mr. Patsley Ms. Kirk Mr. Cox Ms. scara fD eprSapeGop n.(08peet n ietro eoCroain(0321) a helped has (2003-2013), Corporation Belo of director a and (2008-present) Inc. Group, Snapple Pepper Dr of chairman As in experience • first-hand gained has Corporation, Kimberly-Clark of (1991-2002) CEO and (1992-2003) chairman As • officer information chief and president vice senior as and (2007-2010) officer financial chief and president vice executive As • and Inc., System, Ryder of (2012) officer operating chief and (2012-2014) president (2013-present), CEO and chairman As • (2005- Company Brewing Coors Molson of director a and (2008-present) Inc. Group, Snapple Pepper Snapple Dr Pepper of Dr director at a committee As audit the of • member a 2013), 18, (2006-April company the at chair Committee Audit As • senior Inc., International, MoneyGram of (2009-2015) CEO and chairman and (2016-present) chairman executive As • the oversee helped has (1997-2009), Company (2005- Foods LLP Dean Elkins, and & (1997-2009) Vinson Inc. of International, partner Brinker a of as director and a (2013-present), As LLP Crutcher & • Dunn Gibson, of Counsel Of Senior As that organization complex • a managing in experience first-hand gained has (2009-2013), Representative Trade U.S. As • president and president vice executive Inc., Humacyte, of (2010-present) director a and CEO (2013-present), chairman As • director former a as and (2014-present) Inc. Resources, EOG and (2015-present) Inc. BDC, Sachs Goldman of director a As • vre h taeyadoeain fohrlrecorporations. large other of operations and strategy the oversee financial its investments. for R&D responsibility and management capital ultimate significant with its corporation, and goods performance consumer multinational large, a managing on focused corporation and multinational issues large, control-related a financial of and logistics. functions audit- and technology-related for transportation all appreciation with keen experience a first-hand developed gained has Inc., System, Ryder of (2003-2005) financial organization’s in the experience investments. for first-hand capital responsibility gained significant with has and organization, (2010-2012), performance segment transportation-related business multinational, Solutions large, Management a Fleet managing Global its of president as corporations. multinational major other of operations and years strategy matters. six the control-related almost oversee financial for helped and Marwick has audit- Peat 2009), for KPMG at appreciation auditor keen a an and developed (1987-1994) has Inc. USA, USA, First First joining of before officer financial chief Inc., Group, capital significant and performance financial in their technology for of responsibility application management the (1991-2000), ultimate investments. including Inc. with organizations, Paymentech, sector, of multinational services CEO large, financial and managing the president in and experience (2000-2007) first-hand Corporation gained Data has First of president vice executive corporations. large other of operations companies. and multinational strategy numerous to advisor an as experience first-hand gained trade has international 2009), activity, economic governments. global foreign on of bearing workings issues the into and insight strategies developed and and policies scale international an on operates and (2009-present) Inc. Health, Cardinal of director a also Is (2009-present). financial investments. Corporation organizations’ R&D Celgene those and for large, capital responsibility managing significant in with and markets, experience performance medical-related first-hand of on gained president focused has and (1997-2003), organizations president Corporation multinational vice Pharmacia executive at and Business (2003-2009) Prescription Corporation Global Schering-Plough at Pharmaceuticals Global of a with one including corporations, multinational Inc. large other and of (2003-2011) operations technology. Inc.) and on Holdings, strategy focus Compression the Universal oversee company, helped predecessor has its (2011-2013), (and Inc. Holdings, Exterran of EA NTUET 06POYSAEET7 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS

PROXY STATEMENT by the company’s independent auditors and personally works on thein company’s or audit; a controlling shareholder,the an past executive three officer fiscal or years an(b) (a) employee extended made of loans payments an to, to organization or or thatan received received in amount payments loans the or from, from, current amounts the the year which, company company, orrecipient’s in for or any consolidated the property (c) of gross received aggregate or revenues charitable services, in for contributions sucharising that fiscal from solely year year, the from (for exceeded company, investments purposes the in in of greatercontribution the this of matching company’s standard, $200,000 securities programs); “payments” or and or excludes 2 payments payments percent under of non-discretionary the charitable determination, a partner in oror a any controlling of shareholder the or past an three executive fiscal officer years of (a) an made organization payments that to, in or the received current payments year from, the company for property or 2000), has gained first-hand experienceworkings managing of a government large, on complex the organization federal and and developed state keen level insight and intothe how the strategy they and might operations impact of company other operations. large corporations. chairman since 2008, CEO sincecompany 2004 and and of director the since semiconductor 2003, has industry. developed a deep knowledge of all aspects of the 1.2. He or she is a current A family partner member of of or the is3. director employed is by (a) the a company’s current independent Within partner auditors; the of current the or company’s preceding independent three auditors fiscal or years (b) he currently or employed she was, and remains at the time of the determination, a partner 4. Within the current or preceding three fiscal years a family member of the director was, and remains at the time of the • As Administrator of the Environmental Protection Agency (2001-2003) and Governor of the• State of New As Jersey a (1994- director of S.C. Johnson & Son, Inc. (2003-present) and United Technologies Corp. (2003-present), has helped oversee • As a 35-year veteran of the , serving the last 20 years at a senior level at the company, including as 8 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT A. In no event will a director be considered independent if: The board has determined thatdetermination, each information of was our reviewed directors regarding ismembers independent directors’ and business except their and for employers, charitable Mr. and affiliations, Templeton.board any In directors’ has transactions immediate connection adopted or family with the arrangements this following between standards the for company determining and such independence. persons or entities. The Director independence It is a policy ofinteraction the between board to stockholders encourage and directors boardstockholders. to members. attend In 2015, each all annual directors meeting then of in stockholders. office Such attended attendance TI’s allows annual for meeting direct of Annual meeting attendance Corporate governance The board has a long-standinggovernance commitment reviews to and responsible engage and in effectivecorporate investor corporate governance outreach governance. guidelines specific We (which to annually include governance conductcommittees, the and extensive TI’s director executive code independence compensation of standards), matters. conduct The thewww.ti.com/corporategovernance. and board’s charters our Stockholders of code may each of request of ethics copies theInstruments for of board’s Incorporated, our these P.O. CEO documents Box and free 660199, senior of MS financial charge 8657, officers by Dallas, are writing TX available to 75266-0199, on Texas Attn: our Investor website Relations. at Communications with the board Stockholders and others who wishat: to P.O. communicate Box with 655936, the MS board,committee 8658, a or Dallas, board individual TX committee 75265-5936. director or All as an communications applicable. individual sent director, to may this write address to will them be shared with the board, Ms. Whitman Mr. Templeton

PROXY STATEMENT or olcieyhl 4meig n21.Ec ietratne tlat8 ecn ftebadadrlvn committee relevant and percent. board 96 the approximately of was the percent meetings of 84 committee committees least and The at board below. attended at described director attendance committees Each Overall standing 2015. combined. three in meetings has meetings board 24 The held meetings. collectively nine board held board the 2015, During meetings committee and Board organization Board under as meaning same the have will member” “family and “company” rules. determinations, NASDAQ independence these of independent purposes of For exercise director’s the with interfere would it whether of determination the relationship, other any For E. to relevant deems it that factors all consider will board the Committee, Compensation the on service to respect With D. from fee compensatory other or advisory consulting, any indirectly or directly accept may Committee Audit the of member No C. years: three preceding the within if, independent considered be director a will event no In B. ugeti arigothso e epniiiis n osqetywehrtedrco novdi needn,wl be section. will this independent, in is forth involved set director criteria the independence whether the consequently satisfy and who responsibilities, directors her by the or made of his subsidiary out a carrying of in affiliate judgment an or company the of subsidiary a company, the the by with paid affiliated fee is compensatory director or the advisory Whether consulting, any including director, to: the limited 2. of independent not compensation be but of to including source ability member, The director’s Committee that Compensation to a material of is duties that the 1. company with the connection director. to in a relationship management as a from capacity has her director or a his whether in determining except addition, company In the service). of continued person on affiliated way an not any be prior do in may for fees contingent Committee compensation) Compensatory not Audit deferred committee. is the (including board compensation of plan any such member retirement or that no a board (provided under the company compensation of the member of with a amounts service as fixed capacity of her receipt or the his include current in company’s than the other of company, any the which at entity time another any of at officer officers executive executive an current was company’s director the the of of any member which family at A auditors entity independent another company’s of the officer of executive 8. employee an or was partner she a or the longer) He on no worked is and (but auditors was independent director 7. company’s the the of of member employee family or A partner a longer) from no compensation is 6. in (but period was twelve-month she any or during He company; $120,000 the than by more officer received executive director 5. an the as of employed member was family director A the of member family A 4. than (other company 3. the from compensation in officer period executive twelve-month chief any board, during the $120,000 of than chairman more interim received of she capacity or the He in (except company the by 2. employed was she or He 1. amnsaiigsll rmivsmnsi h opn’ euiisadpyet ne o-iceinr charitable non-discretionary excludes under 2 “payments” payments or standard, and $200,000 this securities of of programs). company’s greater purposes matching the the (for in contribution exceeded year investments year, that from fiscal the for solely such from revenues arising in contributions gross payments aggregate charitable consolidated the received recipient’s in (c) the or which, of company, amounts percent the or from amount loans an received in or company, to loans extended (b) services, company. and director; the to company committee. compensation entity’s that on served years three past the during time any at or officers committee; executive compensation entity’s that on served years three past the during time; that within audit company’s the on worked and time; that within company); audit the company’s of employee officer non-executive a as compensation (excluding company the benefits (c) and officer executive other or officer compensation); longer executive non-discretionary no chief or lasting board, plan, service the retirement former of tax-qualified for chairman a received interim under compensation an (b) as service, year committee one board than year); or one board than for longer compensation last (a) not did employment interim the provided officer, executive other or EA NTUET 06POYSAEET9 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS

PROXY STATEMENT Institution and termination of, revisionsofficers in of and the actions company under or employeeof disproportionately benefit the increase plans company, benefits that (ii) for (i) require officers increaseReservation or of benefits of permit the only company the company for stock issuance more for of thanemployee use the other benefit as company’s employees awards plan. stock of or grants (iii) under the plans board or must as approve. contributions or sales to any trustee of any O O Discussion and Analysis” portion of those reports, and recommending appropriate action to the board. management any related earnings guidance that may be provided toincluding analysts a and discussion rating with agencies. therequirements. firm regarding the matters required to be reviewed under applicable legal or regulatory financial reports with management and with the independent registered public accounting firm. of interest policy. • Reviewing the• performance of the Setting CEO the and• compensation determining of his the compensation. Overseeing company’s administration other• of executive employee officers. benefit Making plans. recommendations to the board regarding: • Appointing, compensating,• retaining and overseeing Reviewing TI’s the independent• annual registered report public of accounting Reviewing TI’s firm. TI’s independent annual registered and public quarterly accounting reports firm to• related the to SEC, quality including control. Reviewing the TI’s financial• audit statements plans. and the Reviewing “Management’s before issuance TI’s news releases regarding• annual and interim Discussing financial TI’s results audited and financial discussing statements with with management and the independent registered• public accounting firm, Reviewing relationships• between the independent Reviewing registered and public discussing accounting the firm adequacy and of TI. TI’s• internal accounting controls Creating and and other• periodically factors reviewing affecting TI’s the Reviewing whistleblower integrity TI’s policy. • of risk TI’s assessment and Reviewing risk TI’s management• compliance policies. and ethics Reviewing program. a report of compliance of management• and operating personnel Reviewing with TI’s TI’s• non-employee-related code insurance of programs. conduct, Reviewing including changes,• TI’s if conflict any, in Reviewing major trends accounting• in policies accounting of policy the Reviewing changes company. the that company’s are policy relevant regarding to investments the and company. financial derivative products. 10 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT All members of the Compensationwere Committee Mr. are Sanchez independent. (chair), From Ms. April(chair), Patsley 18, Mr. and 2014, Carp, Ms. to Ms. Whitman. April Patsley Since 16, and April 2015, Ms. 17, the Whitman. 2015, committee The the members committee committee is members responsible have for: been Mr. Sanchez Compensation Committee The Audit Committee met tenthe times board. in The 2015. committee The also Auditaudit continued Committee plan its holds and long-standing regularly to practice scheduled allow of meetingsfor for meeting and a direct directly reports report interaction with its of between our activities the Audit internal to committee. Committee audit members staff and to our discuss internal the auditors. Please see pages 40-41 The board has determined thatqualifications all in members its of business the judgment. Auditdefined In Committee in addition, are the financially the Securities board sophisticated, Exchange has as Act designated the of board Mr. 1934, Babb has as interpreted as amended. the such audit committee financial expert as The Audit Committee is aSecurities separately Exchange designated Act standing of committee 1934, establishedboard’s as in corporate amended. accordance governance All with guidelines. members Section of From 3(a)(58)(A)Mr. the April of Blinn Audit 18, the and 2014, Committee Ms. to are Simmons. July independentMs. Since 14, under Simmons. July 2015, NASDAQ The 15, the rules Audit 2015, committee and Committee the members the is committee were generally members Mr. have responsible Babb been for: (Chair), Mr. Babb (chair), Mr. Blinn, Ms. Clark and Audit Committee Committees of the board

PROXY STATEMENT r adr car,M.Cr,M.CxadM.Kr.SneArl1,21,tecmitemmeshv enM.Snes(chair), Sanders Mr. been have for: members committee responsible were the generally members 2015, is committee 17, Committee the April G&SR 2015, Since The 16, Kirk. Kirk. April Mr. Mr. to and and 2014, Cox Cox 18, Ms. Mr. April Carp, From Mr. independent. (chair), are Sanders Committee Mr. G&SR the of members All committee. special any the Committee terminate of Relations or activity Stockholder amend grant and grant, the to reviews Governance The authority Committee plans. no Compensation incentive has The long-term committee officers. company’s special executive the The TI’s under Templeton. for the units Mr. compensation board stock is of the restricted committee form by and special established options the committee stock of special of member a number sole to limited delegated a has grant Committee to made Compensation authority be the may authority, delegation that such to no Pursuant established that board except officers. the employees executive of of company’s committees committees the more or of long-term or employees compensation TI’s one (ii) to to (i) or respect respect to purpose; with with plans that rights benefit for and employee authority authority and delegated power, plan or its purchase delegate stock may employee it plans, that incentive provides charter the Committee’s reviews Compensation and compensation. The of her preparation for regarding the than recommendations in other just makes assists committee year and Resources the the committee Human to during the for made performance with responsible recommendations own officers president compensation his executive vice interact of other senior and assessment the The year an of compensation. the board performance their the during the the of company and reviews members the committee also As of the He officer. performance gives ended. No executive the CEO compensation. other concerning The his any information management. on of receive our attend vote compensation committee with to or the the invited deliberations or of regularly any compensation members are during own the officer, meeting her board, executive the or an from his is excused determines who is officer Resources, CEO executive Human The for committee. responsible the president of benefits. vice meetings and senior compensation the their and on the CEO have considers The would and scenarios, officers other executive various the under of Before termination benefits January. or and in retirement, compensation determinations their total annual that the the information, impact reviews to market committee leading of the meetings review compensation, several the executive over involves setting levels that compensation process possible multistep and a data in performance compensation executive considers interest. Committee its of Compensation that conflict The determined no compensation committee had on the and policy 2015, company a During the has of www.ti.com/corporategovernance. committee on independent the found was belief, be consultant other this may compensation by of which compromised support of be In copy not management. a objectivity its consultants, consultant’s or compensation company its the that with important engagements executive it the considers of Committee analysis Compensation assessment, The peer-group as items Resources such Human with company’s matters recommendations. the these compensation assist in and to committee market, consultant the compensation the the of within instructed support it matters committee its advise other the in to and Additionally, organization consultant processes charter. & the decision-making committee’s Meyer instructed levels, the Pearl committee pay of retained strategies, The scope committee cycle. philosophy, The compensation compensation the responsibilities. 2015 executive has its the on committee out for directly The carry consultant organization. to compensation Resources appropriate its Human deems as company’s it Partners the advisors by any supported retain is to a committee authority for the 28 functions, page its see performing Please In compensation. executive annual setting reports before meetings, board scheduled the committee. regularly with the holds consults of Committee and report Compensation board, The the 2015. to in activities times its six met Committee Compensation The aigrcmedtost h or regarding: board the to recommendations Making • or consultant compensation any of independence the considering benefit and employee overseeing under of, actions compensation and the in setting revisions Appointing, of, termination and • institution the regarding appropriate as action Taking • O O O O advisor. board. other the by approved be to required not are that plans oiest edsgae o lcina directors. as election for designated be to committees. Nominees board positions. and board board fill the to of Candidates functioning principles. and governance composition corporate size, our The of revision and development The EA NTUET 06POYSAEET11 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS

PROXY STATEMENT Public issues likely to affectResponses the to company. proposals submitted by stockholders. Contribution policies of the companyRevisions and to the TI’s TI code Foundation. of conduct. Compensation of board members. Organization and responsibilities of boardSuccession committees. planning by the company. Issues of potential conflicts ofElection interest of involving executive a officers board of memberTopics the raised affecting company. under the TI’s relationship conflict between of the interest company policy. and stockholders. directors; O O O O O O O O O O • Preside at all meetings of the board• at which the Serve chairman as is• liaison not between present, the including Approve chairman executive information and sessions• sent the of to independent the the directors; independent Approve board; meeting• agendas for the Approve board; meeting• schedules to assure If that requested there by is major sufficient shareholders, time ensure for that discussion he of or all she agenda is items; available and for consultation and direct communication. • Reviewing: • Electing officers• of the company Overseeing other an than annual the evaluation executive of officers. the board and the committee. 12 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT Risk oversight by the board It is management’s responsibility tomanagement assess in and this manage effort. the In variousretained exercising risks areas TI its of oversight, faces. focus It the for is board itself, the has as board’s allocated more responsibility some fully to areas described oversee of below. focus to its committees and has The board continues to believevarying that board there leadership is models no over uniformthe its solution two, history, for and at a now times board utilizing separating leadership the a structure. lead positions Indeed, director. of the chairman company and has CEO had and at times combining The board, led by itstwo G&SR questions: Committee, would regularly stockholders reviews the beviews better board’s are leadership served informed and structure. by would The a the board’sgathered review consideration board from of be is face-to-face the guided more dialogue practices effective by of and withinteractions other review a would companies of different change and published structure. if insight guidelines. The its into The board’s board’s leadership the board actions structure preferences also and changed. of considers equal The top how accountability board’s stockholders, board to goal as roles the is and corporation for and each its director stockholders. to have an equal stake in the In addition, the lead director has authority to call meetings of the independent directors. The lead director is electedlead by director. the The independent duties directors of annually. the The lead independent director directors are have to: elected Mr. Babb to serve as The board’s current leadership structureexecutive combines sessions the and positions performs of the chairman(such duties and as listed CEO, (a) below. and including The includes on board aproposed each believes lead strategic board that director agenda agenda this who for an structure, presides future opportunity combined at the meetings for with active and the its engagement (b) independent other of holding practices directors independent an to directors executive comment and session on appropriate at and oversight each influence board of the management. meeting), allows it to maintain Board leadership structure The G&SR Committee met eightto times the in board. 2015. Please The see G&SRthe page Committee board. 5 holds for regularly a scheduled discussion meetings of and stockholder reports nominations its and activities page 8 for a discussion of communications with

PROXY STATEMENT h opnainarneet n21 o h o-mlyedrcoswere: directors non-employee directors. the non-employee for of 2015 compensation in the arrangements the on compensation to board, The made the recommendations of CEO, the member The review a organization. Secretary as Resources the votes, Human and also responsibility TI’s Resources CEO its by Human The delegate supported for committee. to is responsible authority it president no responsibility, vice non- has this senior for committee out the compensation The carrying on determination. In board final compensation. the the director to making regarding recommendations board making the and with reviewing directors, for employee responsibility has Committee G&SR The compensation Director and thorough a for providing it board, which the in with industry insights the those company, shares the faces about strategic it review knowledgeable challenges process. most CEO other efficient director and and various the chairman competition Allocating that the the directors. ensures Having and independent board engagement. operates the the similar the engaging for with above, fully risks provides discussed in committees operational As effective the and oversight. are among risk practices oversight in and risk roles structure of committees’ current aspects and its board that the found with has consistent board is structure risk CFO. leadership company’s the board’s the by The reviews presentation It a whole. of a means as by management annually risk least to at approach process company’s management the oversees Committee including Audit policies, The and laws governance-related with compliance oversees guidelines. company’s plans Committee governance the compensation G&SR corporate as executive the company’s well company’s and the as the policies; policies, with and and compliance laws laws oversees oversees related accounting-related Committee Committee and and Audit Compensation finance- the the strategy). example, and itself; tax For conduct program and committees. of compliance controls board code internal the company’s finance, by the accounting, shared with as is compliance (such risk risk compliance financial for end for responsibility the risks. responsibility Oversight at operational oversight addition, and has In strategic Committee function. top Audit or the TI’s business on particular report a formal CEO on a the focus provides year that CEO the reviews the major Throughout strategy year, (e.g., development). during the risks and board of operational research the and and with strategic marketing, risks and company’s and these financial the sales discusses operational, for products, strategic, responsibility and categories: oversight markets following has competitive the whole initiatives, into a falling as as board faces The TI compliance. risks the views generally Management nulgato etitdsokuisprun oteDrco lnwt rn aevleo 1000(ujc othe to (subject $100,000 of value date grant a with Plan Director the to pursuant units stock restricted of grant Annual • 2009 Instruments Texas the of terms the to pursuant stock the common of TI chair purchase as to service option for 10-year $20,000 a Committee; of Audit grant the Annual of chair as • service director. for lead $30,000 of the as retainer service annual for Additional $25,000 service. of committee retainer • and annual board Additional for $85,000 of • retainer Annual • ahrsrce tc nt iiedeuvlnsaepi ntersrce tc nt ttesm aea iied nTI on dividends as rate same for stock the equivalents. common at dividend TI units of of stock receipt share restricted defer one the may receive on director the will paid The of director are stock. settlement the equivalents common defer settlement, Dividend death, may Upon unit. to director election. stock due The her restricted was by-laws. or each fourth if company’s termination his the date the director’s at on anniversary under the units board such or re-election stock the on for termination restricted of issue) stand to member will to prior a shares service ineligibility not the of or grant is (i.e., years disability of director settle eight date a nonetheless completed their If will has of Plan. units director anniversary Director stock the fourth the restricted the in grant, on defined the vest as of units control anniversary stock in restricted change The a downward). upon date termination. grant and the of the after date adjust days the to 30 on ability for exercisable board’s exercisable were service be options director’s shall such a director extent If the the terms. by to their outstanding held only with all options but stand accordance then outstanding termination, to service, in all of ineligibility of exercisable reason, or years become other disability eight to any death, completed continue for in to has shall terminates change due director director a terminates the the following service after by service director’s or held of a by-laws, options termination If company’s of TI. the event of under the Plan) re-election in Director for first exercisable the the fully in on become defined beginning will (as installments grant also control the annual and adjust equal grant is to four the value ability in of date board’s exercisable anniversary grant the become The to options 2009. (subject non-qualified April model These in option-pricing downward). stockholders Black-Scholes by a approved using was determined which $100,000, Plan), (Director Plan Committee. Compensation G&SR Director the of chair as service for $15,000 and Committee; Compensation EA NTUET 06POYSAEET13 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS

PROXY STATEMENT on i ($) (6) Total ($) All Other Compensat on i ed n i i f i on i ngs (5) i Pens Deferred Value and Change Earn Nonqual Compensat on i ty i ve Plan i ($) Non-Equ Incent Compensat on i ($) (4) Opt Awards Stock ($) (3) Awards n i d i 85,00085,000 $ 99,95139,301 $ $ 99,951 99,99585,000 $ $ 98,980 99,99585,000 $ 99,951 —85,000 $ $ 99,951 99,995 — $ — $ 99,951 99,995 $ 99,995 —85,000 — —85,000 $ — 99,951 — $ $ — 99,951 99,995 $ 2,066 $ $ 99,995 6,540 $ — $ — 10,040 $ — 291,486 797 — — $ 297,052 $ 285,743 $ 20,040 $ $ $ 391 $ 158,321 40 40 $ — 284,986 $ 10,040 $ 284,986 $ 295,377 $ 40 $ 284,986 Pa 131,667 $ 99,951 $ 99,995 —105,000108,333 $ 99,951 $ $ — 99,951 99,995 $ 99,995 $ — — 40 $ 331,653 — — $ 10,040 $ $ 314,986 797 $ 309,076 Cash ($) (2) Fees Earned or ...... $ ...... $ ...... $ ...... $ ...... $ ...... $ ...... $ ...... $ ...... $ ...... $ Accounting Standards Board Accounting StandardsThe Codification™ discussion Topic of 718, the Compensation-Stock assumptions Compensationstatements used (ASC contained for 718). in purposes Item of calculating 8December (“Note the 31, 4 grant 2015. to date Each the fair restricted Financial valuestock stock Statements”) appears units unit in in granted represents TI’s Note prior the annual 4 to right report to 2007, to on the shares receive Form financial are one 10-K issued share for at of the the TI year time common ended of stock. mandatory For retirement restricted from the board (age 70) or upon the • $1,000 per• day compensation for A other one-time activities grant designated of by 2,000 the restricted chairman. stock units upon a director’s initial election to the board. 14 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT R. W. Babb, Jr. Name M. A. Blinn D. A. Carp J. F. Clark (1) C.S.Cox...... $ R. Kirk P. H. Patsley R. E. Sanchez W. R. Sanders R. J. Simmons C. T. Whitman (1) Ms. Clark was elected(2) to the board effective Includes July amounts 15, deferred 2015. at(3) the director’s election. Shown is the aggregate grant date fair value of restricted stock units granted in 2015 calculated in accordance with Financial 2015 director compensation The following table shows theservices compensation in of all all capacities persons to who TI were in non-employee 2015. members of the board during 2015 for Non-employee directors are not eligible to participate in any TI-sponsored pension plan. We have arrangements with certaincomponents customers at whereby discounted our pricing. employees In maycases, purchase addition, directors consumer the are products TI entitled containing Foundation to TI has participate an on educational the and same cultural terms matching and gift conditions program. available In to both employees. Under the Director Plan, somecertain directors other have specified chosen times). to These deferaccounts deferred all earn amounts or interest were part from credited of TI their topercent. at cash either Stock a compensation a unit rate cash until accounts currently account they fluctuate based or leavedeferral on in stock the period. Moody’s value unit board Dividend Seasoned with account. (or equivalents Aaa the Cash are Corporate underlyingthey paid Bonds. shares receive. on For of these 2015, TI stock that common units. rate stock, Directors was which may 4.05 will also be defer issued settlement after of the the restricted stock units Directors are not paid aexpenses fee incurred for in meeting connection attendance, with butaddition, attending we non-employee board, reimburse directors non-employee committee may and directors travel for stockholdersoccasion, on their meetings directors’ company travel, and spouses aircraft lodging other are to and designated invited and related TIthose to from events. events attend these In are board meetings also events; and reimbursed. the other spouses’ designated expenses events. incurred On in connection with attendance at The board has determined thatgrants annual are grants made of to equity our compensationgrants U.S. to to employees non-employee non-employee in directors directors connection will are with begrants made the timed on in annual to page January. compensation occur 25. Please review when see process. the Accordingly, discussion such regarding equity the timing of equity compensation

PROXY STATEMENT 6 ossso a h nulcs $0prdrco)o rmusfrtae n cietisrneplce,()contributions (b) policies, insurance accident and travel for premiums of director) per ($40 cost annual the (a) of Consists (6) specified a exceeds rate interest the that extent the to compensation deferred on earnings of disclosure the require rules SEC (5) 4 hw steageaegatdt arvleo pin rne n21 acltdi codnewt S 1.The 718. ASC with accordance in calculated 2015 in granted options of value fair date grant aggregate the is Shown (4) opnaino h ietr h atcpt.Tecs trbtbet aho ess apadSnesfrtheir for Sanders Other and All Carp in Messrs. program of the each $757. under to was costs attributable program to annual cost this belong company’s The in deductions the participate. participation charitable included who all have directors and we the made program, rules, of are the SEC Compensation as contributions from with to The benefit accordance director us. financial In eligible by no company. per approved receive the $500,000 and Directors of Director director death. total the the director’s a in by the contribute participate recommended following will to institutions Director we eligible educational the which is three Mses. for under 2002, as of fees program 20, many each administration June donation for third-party to charitable $10,000 Sanders, prior a and and commenced Program, Clark service Carp Award Ms. Messrs. whose for for director $20,000 (c) Each Blinn, and Program. Mr. Sanchez Award for Mr. $6,500 and of Simmons program and gift Cox matching Foundation TI interest Rate. the of Federal under amount the the of is excess Shown in Corporate points. was Aaa percentage that Seasoned 0.54 accounts Moody’s by compensation on Rate deferred terms based Federal directors’ the rate the the Under a exceeded on compounding. at rate earned with interest interest rate earn this interest amounts 2015, long-term cash For federal compensation Bonds. applicable deferred the Plan, of Director percent the 120 of is which Rate), (Federal rate as individuals named the by table held The units 13. stock page information restricted on For discussion outstanding 2015. disability. the underlying 31, or see shares December death please of of or 2006, number service after aggregate of granted the years units shows eight stock below completing restricted after under board issuances the share from regarding service of termination of earlier I h al eo hw h grgt ubro hrsudryn usadn tc pin edb h named of the by control in held options change stock a set upon outstanding as exercisable are underlying 2015. fully shares options 31, becomes of these December grant number of of the terms aggregate as Financial 2010, The the individuals the before 2015. shows to 31, granted below 4 December options table Note ended for The in year that TI. appears the except value for 13 fair 10-K page date Form on grant on forth the report calculating annual of TI’s purposes in for Statements used assumptions the of discussion .T Whitman T. C. Simmons J. R. Sanders R. W. Sanchez E. R. Patsley H. P. Kirk R. C.S.Cox...... Clark F. J. Carp A. D. Patsley H. P. Kirk R. C.S.Cox ...... Carp A. D. Jr. Babb, W. R. Name .A Blinn A. M. Jr. Babb, W. R. Name Sanchez E. R. Clark F. J. Blinn A. M. .R Sanders R. W. .J Simmons J. R. .T Whitman T. C...... — ...... EA NTUET 06POYSAEET15 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS tc Un Stock ( ( Restr i i 25,146 12,259 31,810 15,146 10,259 19,859 31,146 22,646 Shares) n 87,745 30,178 59,745 49,743 87,745 22,838 80,745 87,745 22,838 59,745 Shares) n Opt 6,121 2,000 6,121 i i ons cted i ts

PROXY STATEMENT on for i ves to i on for i ed to the al and i i st i nanc i able cash i cer compensat i ty of total compensat Var i . or ve off j on i i The ma . cers accountable for the f ver rewards that encourage execut i i ty compensat i ed to the long-term performance of the i ve off i st i ng the named execut ty i i on approv i able cash and equ i nterests of our shareholders i : on program holds our execut i . n the form of var i . s structured to pay for performance and del i ons for the CEO i s i eve our compensat s proxy statement on dec i i i on program i n both the short- and long-term i nth i ves each year comes i We bel ve performance of TI . i rectors recommends a vote FOR the resolut t i i sclosed The grant date fair value of equity compensation awarded in 2015 was unchanged from 2014. Base salary was increased by 3 percent over 2014. i nk and act s compensat i ’ th our execut short-term performance of the company, and the value of equ company compet O O RESOLVED, that the compensation paidpursuant to to the the company’s Securities named and executiveDiscussion Exchange officers, and Commission’s as Analysis, compensation disclosed compensation disclosure in tables rules, thisapproved. and including proxy narrative statement the discussion Compensation on pages 16-40 of this proxy statement, is hereby • 2015 compensat •TI • The elements• of the 2015 How compensation we program, determined why the we amount selected of them compensation and for how 2015. they relate to one another; and 16 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT Executive summary Currently, TI has 10 executivecompany. officers. We These hold executives them have accountable thecompensation for broadest for the job our company’s responsibilities CEO, performance and CFO and policy-makingthe and for authority “named the maintaining in executive three a the officers”) other culture can highest of be paid strong found individuals ethics. in who Details the were of tables executive beginning officers on in page 2015 28. (collectively called This section describes TI’s compensation program for executive officers. It will provide insight into the following: Compensation Discussion and Analysis The board of d Although the outcome of thisconsider vote it is when not setting binding future on compensation the for company the or executive the officers. board, the Compensation Committee of the board will We encourage shareholders to review thediscusses Compensation our Discussion executive and compensation Analysis policies section andexecutive of programs officers the and for proxy explains 2015. statement, the We which compensation believecompensation follows. decisions that received It relating the by to policies the the and named named programs executive serve officers the is interests commensurate of with our the shareholders performance and and that strategic the position of the company. Specifically, we ask the shareholders to approve the following resolution: The board asks the shareholdersexecutive to officers” cast are an the advisory chief voteofficers, executive on as officer, the named chief compensation in financial of the officer our compensation and named tables three executive on other officers. pages most The 28-40. highly “named compensated executive Proposal regarding advisory approval of the company’s executive compensation We are providing you theof opportunity the to Securities cast Exchange an Act. advisory The vote company on holds named this executive vote officer annually. compensation as required by Section 14A Executive compensation 2015, as d

PROXY STATEMENT opnaindcsosfrtenmdeeuieofcr o 05aedsusdo ae 02.Bnftporm nwihthe 27. which page in on programs discussed Benefit are Its 20-25. Perquisites below. pages 26-27. immediately on pages follows discussed on that are discussed table 2015 are the for participate in officers officers described executive executive is named compensation the non-cash for and decisions cash compensation setting for strategy committee’s The u xctv opnainpormi eindt norg xctv fiest usesrtge htsrethe serve that strategies pursue to officers executive encourage to designed is program compensation executive Our • eaiet eiodco opttr sotie npg 2 nldsetmtsadpoetoso certain of projections and estimates Includes 22. page on outlined as competitors semiconductor to Relative * O O O O O a on built is It executives. our by includes: risk-taking excessive and O promote governance to corporate not sound and of shareholders, foundation and company the of interests O oa hrhle eun(S)52 Median Median 5.2% -0.3% (TSR) Return Shareholder Total o % a as Operations from Profit TI Total Growth: Revenue opttr’fnnilrsls e ae 22 o eal fteCmesto omte’ seseto TI’s of assessment Committee’s Compensation the of details for 22-24 performance. pages See results. financial competitors’ h ou eiinwsbsdpiaiyo h olwn efrac eut n2015: in results performance following the on primarily based was decision bonus The eso eeisaecluae nslr n ou ny h rcesere neut rohrpromneawards performance other or equity on earned calculation. deferred. proceeds pension been the the has only; of that bonus part compensation and not on salary are returns on above-market calculated perquisites. provide are or for benefits gross-ups return Pension tax a no guarantee provide not We do perquisites. We on excessive described provide policy not committee’s do the We under clawback company. to the subject 25-26. terminated of are pages been control awards has in compensation double- grantee change equity with the a and compensation if after Bonus equity only time grant grants limited We of a options. vesting within reload the involuntarily grant accelerate not which terms, do We change-in-control or options. trigger amounts stock bonus repriced increases, never salary have guaranteed We not are compensation. and equity contracts of employment awards have not do officers Executive 21 ou oprdt 2014) to compared bonus (2015 Bonus CEO in Change Year-on-Year EA NTUET 06POYSAEET17 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS eeu PO)3.%Aoemedian Above 32.9% (PFO%) Revenue f 05Aslt efrac 05Rltv Performance Relative 2015 Performance Absolute 2015 %change 0% *

PROXY STATEMENT Below 10% company- level annual operating profit as a percentage of revenue (“Margin”): no profit sharing At 10% Margin: profit sharing = 2% of base salary At Margin above 10%: profit sharing increases by 0.5% of base salaryeach for percentage point of Margin between 10% and 24%, and 1% of base salary for each percentage point of Margin above 24%. The maximum profit sharing is 20% of base salary. Determined by the committee and paid in a singleafter payment the performance year Paid twice monthly Payable in a single cash payment shortly after the end of the performance year As in recent years, the formula for 2015 was: • • • In 2015, TI delivered Margin of 32.9%. As a result,eligible all employees, including executive officers, received profit sharing of 17.9% of base salary. ) as compared to 1 Pay below market median in order to weight total compensation to the performance-based elements described below in this chart. Pay according to a formula that focuses employees on a company goal, and at athat level will affect behavior. Profit sharing is paid in addition to any performance bonus awarded for the year. For the last eleven years,formula the has been based on company-level annual operating profit margin. The formula was set by theboard. TI The committee’s practice has been not to adjust amounts earned under the formula. Determined primarily on the basis of one-year and three- year company performance on certain measures (revenue growth percent, operating margin and total shareholder return compensation to emphasize that each employee contributes to the company’s profitability and can share in it reward them according to the company’s relative and absolute performance and the executive’s individual performance Total shareholder return refers torelevant the time percentage period, change as in determined thepages by value 23-24. dividends of paid a and stockholder’s the investment change in in a the company company’s over share the price during the period. See 18 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT 1 ElementBase salary Basic, least variable form of Purpose Strategy Terms Near-term compensation, paid in cash Profit sharing Broad-based program designed Performance bonus To motivate executives and The primary elements of our executive compensation program are as follows: Compensation philosophy and elements The Compensation Committee of TI’scommittee board consults of with directors the is other responsibleannual independent for compensation directors setting for and the the its compensation executives. compensation of The consultant, all committee Pearl TI chair Meyer executive regularly & officers. reports Partners, The on before committee setting actions at board meetings. Detailed discussion

PROXY STATEMENT hw ntetbeblwi h oprtrGopue o h opnaindcsosfr2015. for decisions compensation the for used Group Comparator the is TI’s. below to table comparable the compensation in executive in Shown of the comparable forms in positions use engage executive (4) (2) have and U.S.-based, (3) TI are activities, of (1) technology those companies information to Group or complexity Comparator electronics the other general, or In business Group. semiconductor Comparator the sets committee similar Group”). The in “Comparator executives (the to its companies paid by of compensation provided group about information peer compensation organization uses a total Benefits committee at weight and the positions to pay, Compensation order of TI’s in level and median market consultant equity market the compensation and below estimate bonuses salary To salary, targets elements. the committee performance-based setting The to when officers. compensation executive of the level of market compensation the considers Committee Compensation The group Comparator units stock restricted and options Stock equity in awarded compensation, Long-term Terms Strategy Purpose Element mro lcrcCo. Electric Emerson Corporation EMC Inc. eBay Corporation Sciences Computer Corporation Broadcom Inc. Materials, Applied Inc. Devices, Analog etitdsokunits stock restricted to respect with particularly retention, focus; long-term shareholders; with Alignment EA NTUET 06POYSAEET19 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS ecie above. described factors the of assessment on its based judgment its uses it Instead thresholds. or targets performance or formulas on rely not does committee The competitors. below is performance company if median the below appropriately compensation cash total pay and competitors, of that above is performance company if median above appropriately bonus) and sharing profit salary, (base compensation cash total pay to aims committee The value. shareholder long-term in building progress our as well as performance financial term near- our reflect to chosen been have factors These customers. with and markets key in progress strategic our on and competitors ihnteCmaao Group. Comparator the within positions similar in executives to awarded compensation equity of level median the at targeted generally units, stock restricted and options stock nonqualified of combination a grant We eo Corporation Corporation Digital Western Ltd. Connectivity TE Technology Seagate Incorporated Inc. Solutions, Corporation r ecie npg 25. page on described are procedures grant committee’s The 32-33. pages on summarized are units stock restricted and options stock of conditions and terms The

PROXY STATEMENT on)* i ll i 21.5 33.0 35.2 12.1 17.3 ($ b Market Cap Change from 2014 Annual Rate on)* i ll i 55.424.724.0 162.6 22.3 49.8 75.1 31.2 17.414.012.911.6 10.8 13.9 10.9 25.0 12.213.0 23.2 55.4 Revenue ($ b 649,000800,000600,000670,000 3.0% 3.2%* 9.1%* 3.1% 1,143,000 3.0% 2015 Annual Rate ...... 9.3 4.5 ...... 8.5 5.8 ...... 9.7 ...... 3.4 ...... $ ...... $ $ ...... $ ...... $ ...... 8.6 ...... cer December 31, 2015, as reported by Thomson Reuters. i 20 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT Off R. K. Templeton Base salary The committee set the 2015 rate of base salary for the named executive officers as follows: The salary differences between thenot named the executive application officers of were a driven formula primarily designed by to the maintain market a rate differential of pay between for the each officers. officer, and The committee set the 2015strategy, base-salary the rate committee for set each the ofsimilarly annual the situated base-salary named executives rates executive (considering to officers job be in scope below January and the 2015. tenure) estimated In of keeping median companies level with within of its the salaries Comparator expected Group to in be 2015. paid to K. P. March B. T. Crutcher S. A. Anderson K. J. Ritchie * 2014 annual rate for Mr. Crutcher and Mr. Anderson includes salary increase approved in June 2014. Total compensation Before finalizing the compensation of theincluded executive total officers, cash the compensation committee (salary, reviewed profitimpact all sharing that elements and proposed of projected compensation compensation. bonus), would The the haveexecutives information grant on would date other receive fair compensation under value elements various of such terminationelements equity as scenarios. relate compensation, pension, The to the and review one a enabled another summary the andassessing of committee what the benefits to impact information, that see its the the how decisions committee various would didcompensation compensation have not among on target the the a various total specific elements. earnings level Instead,objectives opportunity of it of of total used the the compensation its program. executives. or judgment Based In use in on a assessing this formula whether review, to the the allocate total committee was determined consistent that with the the level of compensation was appropriate. Intel Corporation Company EMC Corporation QUALCOMM Corporation Emerson Electric Co. Xerox Corporation In July 2015, the committee conductedcapitalization. its With regular the review advice of of the itsused Comparator compensation the Group consultant, same in the Comparator terms committee Group of decided forequity industry, to the compensation revenue make bonus in and no decisions January market change in 2015. to January The the 2016 table group. relating below Accordingly, to compares it 2015 the performance group as to it TI used in to terms set of salary revenue and and market capitalization. The committee set the Comparator2015. Group For in a July discussion 2014 of forcompany’s the the 2015 factors base proxy considered salary statement. by and the equity committee compensation in decisions setting it the made Comparator in Group, January please see pages 88-89 of the Corporation Seagate Technology TE Connectivity Ltd. , Inc. Computer Sciences Corporation eBay Inc. Broadcom Corporation Motorola Solutions, Inc. , Inc. Median Texas Instruments Incorporated * Trailing four-quarter revenue is as reported by Thomson Reuters on February 1,Analysis 2016. of Market compensation capitalization determinations is for as of 2015

PROXY STATEMENT eepiaiytersl fdfeecsi h plcbeetmtdmre ee feut opnainfrterpstos n not and positions, officers. their the for officers compensation between executive equity differentials named of maintain the level to between market designed awards estimated formula equity applicable any the the of in in application differences differences the The of 32-33. result pages the on primarily described were Long- terms company 2009 the the Instruments have Texas after grants day the All under trading made second 2009. were the April grants 2015, in 28, All approved 2014. January shareholders for on which results stock Plan, TI financial Incentive of quarter Term price fourth closing and the annual was its options released or the threshold awards. of formula, the price any of exercise apply decrease The not or assess did increase to and an officers judgment in the its result by used not held committee did compensation the review equity assessment, This unvested this maximum. of making amount In the value. reviewed retention committee its his the aligning grants, and the executive approving the Before restricted motivating between retention, equally promoting value to the emphasis allocate equal shareholders. to give of decided to those committee officer, with The each interests value. for grant options desired and the units set stock committee the award officer, The each Group. accounting. For Comparator financial be the for to within used expected companies methodology awards of same the tenure) the of and using value scope estimated estimated job was organization the (considering value Benefits on executives and consultant) situated Compensation compensation similarly TI’s committee’s to by the granted presented by information provided considered data committee using the (prepared level, market the in assessing level, In market median the approximately at value Group. fair Comparator objective date the committee’s grant by The a granted officers. had executive that 40 named compensation the the equity case of officers this each those to to calculated. compensation award was equity to value awarded was fair committee date the grant responsibilities. 2015, how new January assumed on In Anderson information Mr. for 28 when 2014, page June on in table made compensation grant summary the Retention to ** 3 and 2 notes See * Ritchie J. K. Anderson A. S. Crutcher T. B. March P. K. Templeton K. table. R. compensation summary the in shown years Off the the of assist “Stock each to the for provided in shares is and of below table number table that and The in values 28. reflected fair page is of date on awards grants grant table the the the compensation of in comparing summary value shown in the fair are reader of date grants columns grant The Awards” The officers. “Option 30. executive and page named Awards” on the table of 2015 each in to awards compensation plan-based equity awarded committee the 2015, In compensation Equity i cer ...... th ...... o60 to th ecnieo h -eraeaeo qiycmesto icuiga siaeo mut o 2015) for amounts of estimate an (including compensation equity of average 3-year the of percentile EA NTUET 06POYSAEET21 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS 2013 2014 2015 2013 2014 2015 2013 2014 2015 2013 2014 2015 2014 2015 Year 3,985,446 $ 4,500,008 $ 5,500,029 $ 2,656,964 $ 2,700,039 $ 2,700,017 $ 3,542,630 $ 4,000,015 $ 4,000,045 $ 2,000,003** $ 2,700,039 $ 3,800,037 $ 9,299,374 $ 9,800,034 $ 9,800,023 $ Fa rn Date Grant i Value* r tc Opt Stock I Shares) (In 225,000 276,747 289,839 150,000 166,048 142,285 200,000 245,997 210,792 166,048 200,252 525,000 602,692 516,440 — i ons tc Un Stock I Shares) (In Restr 175,000 111,137 75,000 51,032 50,983 50,000 30,620 25,028 66,667 45,362 37,079 90,842 41,745** 30,620 35,225 i cted i ts

PROXY STATEMENT 2 Marvell Technology Group Ltd. Maxim Integrated Products, Inc. Incorporated Corporation NXP Semiconductors N.V. ON Semiconductor Corporation QUALCOMM Incorporated STMicroelectronics N.V. , Inc. Assessment of 2015 performance , Inc. Analog Devices, Inc. Corporation Avago Technologies Limited Broadcom Corporation International, Inc. AG Intel Corporation Intersil Corporation Linear Technology Corporation TI’s revenue decline of 0.3companies. percent was consistent with the median growth rate as compared with competitor O Annual performance operating profit as a percentagetotal of shareholder revenue, return; and revenue growth, • O The absolute one-year and three-year performance of TI on the above measures. The relative one-year and three-yearO performance of TI as comparedO with competitor companies, as measured by • • To the extent the companiesevaluation had on not estimates released and financial projections results of for the the companies’ year financial or results most for recent 2015. quarter, the committee based its 22 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT 2 Revenue and margin The committee spent extensive timebonuses, in the December committee and considered January quantitative assessingjudgment. TI’s and On results qualitative an and measures absolute strategic on basis progress bothas most for an good measures 2015. absolute as were In and or positive, setting relative better and basis,with than in and the the relative it prior median. comparisons applied year, In with which aggregate, competitorswere also the most in was committee measures 2014 strong. were determined for Therefore, that named the performanceyear executive committee in in officers, held 2015 current except bonuses was positions. for for strong Details two 2015 and on individuals performance on the whose to par committee’s bonuses the assessment increased same are because levels below. 2015 they was their first full In the comparison of relative performance, the committee used the following companies (the “competitor companies”): One-year relative performance on thecommittee’s three assessment measures of and the one-year company’s strategicthresholds 2015 progress performance. or were multiples. In the assessing Because primary performance, market considerationsyear the conditions in could committee can the prove did quickly irrelevant not change by use inin year-end. formulas, our hindsight The industry, after committee thresholds year-end, believes established gives its atstrategies it approach, the that the which beginning serve insight assesses of the the to a long-term most company’s interests effectively relative of and performance the critically company judge and results its and shareholders. encourages executives to pursue In addition, the committee consideredproducts our and strategic technologies, progress as by well reviewing as how the competitive strength we of are our in relationships key with markets customers. with our core This list includes both broad-basedproducts. and The niche committee suppliers considers that annually operatechanges whether in in the our business list key activities is markets of still oroverall the appropriate offer comparability companies. in technology of In terms that the July of competes group 2015, revenue, withother to the market our companies TI. committee capitalization and In added and accordingly December Avago were 2015, Technologiescompanies removed Limited in from Corporation to 2015. the and increase list. Freescale the The Semiconductor, committee Ltd. made were no acquired other by change to the list of competitor Bonus In January 2016, the committeeperformance. set In the setting 2015 the bonus bonuses, compensation the for committee executive used officers the based following on its performance assessment measures of to 2015 assess the company:

PROXY STATEMENT taei progress Strategic 3 (TSR) return shareholder Total recs lwwscluae ysbrcigCptlepniue rmteGA-ae ahfosfo prtn activities. statement. operating proxy from this flows to Cash A GAAP-based Appendix the see from GAAP, expenditures to Capital reconciliation subtracting a by For calculated was flow cash Free n-erTR%=(dutdcoigpieo h opn’ tc tya-n 05 iie y21 eredadjusted year-end 2014 by divided 2015, year-end at stock company’s the of price closing Value) (adjusted Value/Beginning = (Ending % formula TSR the One-year using calculated is rate) growth annual (compound CAGR (TSR) return shareholder Total rate dividend shareholders quarterly to in returned Increase flow cash free revenue of of % % as flow cash Free margin Operating TI total growth: Revenue nttl h omte eemndta Issrtgcpsto a teghndb aaeetsdcsosand decisions management’s by strengthened was position strategic TI’s that determined committee the total, In • a remains wafers 300-millimeter on semiconductors Analog of volumes high produce to capability in-house TI’s In customers. • and applications of base diverse more a from come has revenue TI’s years, several past the Over • the provide to continues semiconductors Processing Embedded and Analog on focus strategic company’s The • competitor median the above was which billion. percent, $3.2 24.4 of was investments TSR short-term for and rate cash growth with annual year compound the three-year ending The robust, remained sheet • balance The • • h opn gi eeae togcs,wt recs lwa 86preto revenue. of percent 28.6 at flow companies. cash competitor free with with compared cash, as strong TSR generated median again the company with The consistent percent, 5.2 • was TSR • ifrnito fispoutprflo n h iest fismresadcustomers. and markets and its breadth of the diversity technology, the and and manufacturing portfolio, company’s product the its revenue. in of of advantages differentiation percent sustainable 4 noting about 2015, to at in points, spending actions price capital low keep at yet acquired levels continues strategically production TI been increase Additionally, has to that generation. company cash equipment the and with enable margins along improving facilities, enabled thereby existing which wafer, leverage wafers, per to 300-millimeter produced on be production to increased chips buyer. company more or the market 2015, single In a advantage. on competitive and dependent applications not in is diversity success Overall, because from increases. stability percentage steady better revenue of for its years provides and several customers points, after two consistent by held increased applications year. applications industrial prior automotive the from in revenue percent TI’s 83 2015, TI’s from of up percent with semiconductors, 86 markets Processing 2015, diverse Embedded In highly and opportunities. serve Analog growth businesses from long-term core came These dependable revenue terms. have long and and applications near of the thousands in results strong for foundation comparison. strategy. management capital year). TI’s the of during elements issuances 14 important stock (the are Share of percent increases dividends. (net 11.8 dividend and percent increased repurchases 3.4 rate share by dividend shares through quarterly 2015 outstanding The in reduced shareholders billion to $2.7 returned of was repurchases flow cash free of percent O O performance Three-year O vrg prtn rftfr21-05ws2. ecn,wihwsaoetemda competitor median the above was which percent, 28.9 was comparison. competitor 2013-2015 median for the profit below operating was Average which percent, 0.5 was 2013-2015 comparison. for growth revenue annual Compound competitors with comparison median years. the consecutive both margin. six above year’s for was prior 1.7 have which the and they percent, and percent as 32.9 2.9 share, was up gained margin were each profit Processing Processing Operating Embedded Embedded and and Analog Analog of respectively. businesses percent, core company’s the for Revenues ...... lsn rc)mns1 h dutdcoigpiei ssonudrHsoia rcsfrtecompany’s dividends. the of for reinvestment Prices and Historical splits under stock shown reflects as and is Finance price Yahoo closing on adjusted stock The 1. minus price) closing ...... EA NTUET 06POYSAEET23 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS ...... efrac summary Performance th nraei h at1 er) hr eucae and repurchases Share years). 12 last the in increase 1.%114 average 121.4% 112.6% -er3-Year 1-Year 18 81.0% 11.8% average 26.7% average 28.9% 28.6% 32.9% 03 .%CAGR 0.5% -0.3% .%2.%CAGR 24.4% 5.2% 3 oeta 100 than More /ubro years of 1/number -1.

PROXY STATEMENT 4 on i r Value) Total i Fa (Grant Date ty Compensat i Equ ng Bonus i t Shar i minus 1. Adjusted closing price is as described above. 1/3 Salary (Annual Rate) Prof 20152014 $ 1,143,0002013 $ 1,110,000 $ $ 203,877 1,075,0002015 $ 168,9412014 $ $ 3,450,000 $ 92,1992013 $ 649,000 3,450,000 $ $ 630,000 9,800,023 $ $ 3,000,000 $2015 $ 115,758 610,000 9,800,034 $2014 $ 14,596,900 $ $ 95,884 9,299,374 $ $2013 $ 1,110,000 14,528,975 800,000 $ 52,317 $ 775,000* $ $ 1,110,000 13,466,573 $ $ 2,700,0172015 $ 142,668 675,000 $ 112,8602014 965,000 $ 2,700,039 $ $ $ $ 1,750,000 600,000 $ 4,574,775 $ 57,728 1,510,000 $ 2,656,9642015 $ 550,000* $ 4,535,923 $ 5,500,0292014 $ 106,535 $ 1,210,000 $ $ 4,500,008 $2013 77,635 670,000 $ 4,284,281 $ $ 1,000,000 $ 650,000 $ 3,985,446 $ 8,192,697 $ $ 6,897,868 119,498 625,000 $ 925,000 $ 3,800,037 $ 98,872 5,928,174 $ $ 1,265,000 $ 53,571 $ 4,700,042 $ 5,506,572 1,265,000 $ 4,000,045 $ 1,100,000 $ 6,252,677 $ 4,000,015 $ $ 3,542,630 6,054,543 $ 6,013,887 $ 5,321,201 adjusted closing price) ...... Three-year TSR CAGR % = (adjusted closing price of the company’s stock at year-end 2015, divided by 2012 year-end cer Year This table shows the annualcolumn rate shows of the base actual salary salary ascompensation paid set table, in by profit the the sharing year. committee. and This Inaccordance table bonus the with are has summary SEC aggregated separate compensation requirements. columns table, in Please for the thegrant see profit “Salary” column date notes sharing for fair 2 and “Non-Equity value and bonus. Incentive was 3 In Plan calculated. to the Compensation,” the summary in summary compensation table for information about how i 24 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT 4 Off R. K. Templeton K. P. March B. T. Crutcher S. A. Anderson K. J. Ritchie * Annual rate effective July 2014. The bonuses awarded for 2015executive performance officers are were shown primarily in the thetotal result table cash of below. compensation differences The expected in differences to the ineach be officers’ the named paid level amounts executive to of awarded officer similarly responsibility to was situated and the paid officers the named under at applicable the companies market Executive within level Officer the of Performance ComparatorResults Plan Group. of described The the on bonus compensation pages of decisions 28Results and of 30. the compensation decisions madethe by following the table. committee This relating table to isit the provided useful named as to executive a see officers supplement the for to dataconsiders 2015 the presented information are summary in similar summarized compensation this to in table form. that on Although inThe page the the principal 28 committee table differences for does to between investors not ensure this who target that table may a the and find specific sum the level of summary of these compensation total elements table compensation, is, are it in explained its in judgment, footnote in 4 a below. reasonable range. Mr. Ritchie is responsible forthose the operations, company’s including semiconductor manufacturing their cost-competitiveness operations. and The inventory committee management. noted the performance of Mr. Anderson is responsible forperformance the and company’s strategic analog position semiconductor of product the lines. product The lines committee for noted which the he financial is responsible. Mr. Crutcher is responsible forperformance all and of strategic the position company’s product of the lines product and lines sales activities. and The activities committee for noted which the he is financial responsible. Mr. March is the chief financial officer. The committee noted the financial management of the company. Before setting the bonuses forperformance the of named the executive CEO officers, was theconsidered judged committee the according considered factors to the described the officers’ below performance individualapply in of performance. any assessing the The formula individual company. or performance. For performance In the targets. making other this officers, assessment, the the committee committee did not

PROXY STATEMENT ou adt uhofcreceigteaon ht ntejdmn ftecmite ol aebe adhdtefinancial the had paid been have would committee, any the of of reimbursement judgment seeking the (a) in fraud include that, whose may amount officer action the and executive Such exceeding facts any restatement. officer the of such such review compensation for to will the need paid committee to the bonus the respect to misconduct, with contributed to appropriate misconduct policy, due considers willful the results it or Under financial actions compensation. TI’s the equity of take and restatement and bonuses material circumstances executive a of of (“clawback”) event recoupment the concerning in policy a has committee the The on stock TI to of is price practice closing its the policy months, is Recoupment other options In stock later. of to if price is day exercise practice meeting The grant. committee’s the action. the the on committee of results, (ii) of date financial or day effective company’s released the the been on of have effective release results them the the make as after month (i) plans same effective to the grants due in make information falls of meeting release committee the the delay If or accelerate not do We units. stock grants. restricted equity or making options for retention. For stock of January. back-date purposes than not for other do and times We promotions at job executives with to units connection stock in restricted so year. or done and options has quarter stock it previous grant example, committee the may the for committee and results the board financial occasion, the our On of announce meetings we on January before dates The two The advance. or year. in week each years the meeting three in January set occur its generally generally at are compensation occur equity meetings for these decisions which grant makes Committee Compensation The in resulted grants 2015 equity in for award granted Process of awards (net Equity employees stock. all common to outstanding year company’s dilution. each the annual annual committee of net “Net the shares percent percent. by the 1.3 2 granted of under awards percentage compensation equity a equity under as from shares forfeitures) dilution of annual number net the keep means to dilution” is goal Committee’s Compensation The dilution Equity officers: executive named the for flat. mix held compensation were 2015 them following of the each in to resulted granted above compensation shown upon unchanged equity decisions grant essentially 2015 compensation retention was of The a 2015 value lower received for the was he “Total” and 2015 when the 2015 for 2014, Templeton, for “Total” to Mr. bonus equity the compared including the his Anderson, as officers, as of Mr. compensation other 2014, value For equity the from fair position. his For date current of position. grant his value current higher in lower his the was the assuming to he to due which due primarily in 2014 2014 year for for full than than first higher the was 2015, 2015 in for compensation “Total” the Crutcher, Mr. For AveragedataforthenamedexecutiveofficersotherthanMr.Templeton. * aeSlr qiyCmesto rftSaigBonus ProfitSharing EquityCompensation Base Salary 1% 24% EA NTUET 06POYSAEET25 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS CEO 8% 67% 2% 21% Other NEOs * 66% 11%

PROXY STATEMENT 26 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT Deferred compensation Any U.S. employee whose basehis salary or and her management salary, responsibility bonus exceedof and a management profit certain or sharing. level highly Rules may compensated of deferefficient employees. the the manner. The U.S. receipt Eligible plan Department of employees allows of a include, Labor employees portionthe but to require of benefits are defer that packages not the this offered limited receipt plan by to, of be other the their limited companies. executive compensation to officers. in a We a select have tax- group the plan to be competitive with Because benefits under the qualifiedearnings and (salary non-qualified and defined bonus), benefit an pensionincreases increase plans for in are Mr. salary calculated Templeton or on and bonus thepension Mr. may basis plans Crutcher result of because do in eligible their not an benefits result increasedefined under in in benefit greater those benefits pension plans benefits under plans. were for the The frozen them plans.salary committee under in Salary and considers 1997. the or performance the Mr. company’s bonus bonus potential Anderson defined levels. effect does benefit on not the participate executives’ in retirement the benefits company’s when it sets In general, if an employeeabove) who dies participates after in having the met pensionthe the plan lump-sum requirements (including amount for an that normal employee the or whoseage participant early benefits of would retirement, are 55 his have frozen and or received as at her if described the least beneficiary he pension 20 will or plans. years she receive of had a employment, benefit retired Mr. before equal Templeton, death. to Mr. Having March already and reached Mr. the Ritchie are eligible for early retirement under Employees accruing benefits in theMr. qualified Crutcher pension and plan, Mr. including Anderson, thematching also named contributions. are executive eligible The officers enhanced to other participate defined thanparticipate, in contribution Mr. provides a plan, Templeton, for qualified in a defined which fixed contribution Mr. employer Templeton, plan contribution Mr. that plus Crutcher provides an and employer employer Mr. matching Anderson contribution. The Internal Revenue Code (IRC)maintain imposes the certain desired limits level on of theplan. benefits, retirement Under we benefits the have that non-qualified non-qualified may plans, defined befor participants provided benefit the receive under pension limitations benefits a plans under that qualified for the would plan. participants IRC. ordinarily To in For be the additional paid qualified information under pension about the the qualified defined pension benefit plan plans, but please see pages 34-36. Like other established U.S. manufacturers,the we plan have was had designed a to U.S.at be qualified the consistent defined time with benefit included those pension consumer offered planof and by for the defense other many plan, electronics employers years. we as in At closed well the itsthe the as diverse origin, plan, plan semiconductors markets or to and in to new materials which have participants products. weearnings) their in In operated, and plan 1997. order which begin benefits We to participating frozen gave limit in (i.e., U.S. thethe an no employees cost defined enhanced benefit as benefit defined of increase plan. November attributable contribution As 1997 to plan.defined a the years Mr. contribution result, choice of Templeton plan. their to service and Mr. benefits remain or Mr. Anderson, under in change CrutcherThe who that in chose other joined plan eligible not named the were to executive company frozen remain officers in in in have 1999, 1997 continued participates and their in they participation the participate in enhanced in the defined the defined contribution enhanced benefit plan. pension plan. Retirement plans The executive officers participate inthese our plans retirement to plans have under a the competitive same benefits rules program that and apply for to retention. other U.S. employees. We maintain Benefits Most recent stockholder advisory vote on executive compensation In April 2015, our shareholdersdisclosed cast in an the advisory proxy vote statement onmatter issued the were by company’s cast the executive in company compensation support in decisionsdetermined of March and that the 2015. policies it compensation Approximately as was decisions 96 not and percentpractices necessary policies of in at as the response this disclosed. shares to time The voted the to committee on advisory make considered the vote. any this material result changes and to the company’s compensation policies and results been properly reported andrestated (b) period seeking under to equity recover compensation profitsbinding awards. received on All by all determinations such interested officer by parties. during the the committee with twelve respect months to after this the policy are final and

PROXY STATEMENT nossetwt u opnainplce n/rwe h au ftefrgn euto ol o emtra.The material. be not be would or deduction frustrate foregone would 162(m) the of Section compensation of value award limits the to the when discretion applying and/or its when policies exercises 162(m) compensation committee Section our The of with award. requirements inconsistent of to the compensation impact intends meet officer’s the it not to the considers that does year that Committee compensation that taxable extent Compensation the a the The on in to million. limit paid CFO, $1 deductibility compensation the exceeds this for excluding compensation) corporation officers performance-based held compensated qualified publicly highest than any other (other to three deduction and a CEO denies company’s generally the IRC the of 162(m) hedging Section or compensation options of other treatment or accounting buy), and to tax executive options of an (similar Consideration including “calls” employee, price), any fixed for a policy at TI sell to against stock is (options TI It “puts” on in prohibited. techniques trading are in officers executive engage our to by officer, Directly stock targets. TI these of reach sales guidelines. 25,000 to Short or the officers salary satisfying executive base toward as times count election three units their times is stock from four officers years restricted is executive five and CEO other have shares the for officers owned for guideline Executive guideline less. The The is less. officers. is whichever executive shares, whichever for shares, guidelines 125,000 ownership or stock salary established base has directors of board Our hedging while against transaction policy a event. and a such through guidelines after any company ownership months to the Stock 24 up with within remain leading terminated to period involuntarily employees the is encourage in stock grantee to distraction restricted the intended and if under are uncertainty IRC) issued terms employee are the These reducing shares of TI. and 409A of exercisable Section control by fully in become permitted change options extent grants terms, the for those (to terms Under awards change-in-control years. unit double-trigger later establishes and generally 2010 Plan in Incentive made this Long-Term on 2009 based Instruments 2015 Texas the for The finalizing compensation before lower programs or these raise of not impact did potential committee provided the The is reviews officers. counseling committee executive review. benefits financial The named additional for retirement. the few amount of for the the event compensation of except the annual None under employment, in 37. described of year page are termination following on programs after the beginning current other continue in as control The receive terms company. in officers same the change executive the of or the on control termination that benefits in upon for change payments eligible a Potential are or heading officers employment the Executive of contract. termination employment upon an employees has U.S. officers executive the of None for control 38 in and officers. change 6) executive or (footnote the termination 29 of employment pages any following the see to Compensation in Please perquisites is travel. for it company- air gross-ups reasons, a personal tax security for for no for eligible aircraft provides that is company company determined CEO use The has The to details. directors employees. CEO further of U.S. the board other require the all to to addition, interest In available company’s not counseling. are financial that and benefits physical few paid a only receive officers Executive industry. life semiconductor and the disability in vision, benefits offered dental, Other benefits medical, with for employees competitive U.S. be other to all intended as are plans benefits same These the insurance. under eligible are officers Executive are officers benefits executive Health-related programs, thereby benefit and to company is approach the plan general in our The interest with discount. participate. equity Consistent percent to an 15 shareholders. eligible certain acquire a of also and to at those U.S. opportunity stock with the an common interests in population company’s their employees employee the align all of broad-based approved, shares the shareholders of offer our number to which limited designed plan, a the purchase Under may plan. countries purchase other stock employee an have We earned were plan rates purchase market” stock “above Employee no deferred because on 2015 earnings for no 28 year. rules, page that company SEC on in The with table amounts above. accordance compensation deferred described In summary on plans deferred. the contribution amounts in participant. defined the shown the the on are by in return compensation selected participants minimum alternatives to any investment offered guarantee company’s of those not the performance of does of the subset . EA NTUET 06POYSAEET27 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS

PROXY STATEMENT on i ($) (6) Total ($) All Other Compensat on i ed n i i f i on Value and i ngs ($) (5) i Deferred Change Nonqual Pens Compensat Earn on i ty i ve Plan i ($) (4) Non-Equ Incent Compensat on i ($) (3) Opt Awards Stock ($) (2) Awards ($) (1) Bonus ($) Salary 2015 $ 797,9172013 — $ $ 671,250 2,750,023 $ 2,750,0062015 — $ $ 1,892,668 $ 2,460,000 595,833 $ $ 1,525,446 — $ 1,267,7282015 $ 1,900,037 $ $ 1,900,000 — 668,333 $ 1,106,5352013 — $ $ 125,744 $ 622,917 2,000,041 — $ $ 2,000,004 8,316,358 — $ 1,384,498 $ 106,655 $ 2,186,678 — $ $ 1,355,952 $ 1,370,848 6,031,079 $ 1,153,571 $ $ 86,566 5,300 $ 5,588,971 $ 7,429,024 — $ 7,427 $ 5,326,545 2015 $ 1,140,250 — $ 4,900,017 $ 4,900,006 $2015 3,653,877 $ $ 647,417 — 13,950 $ 1,350,010 $ $ 317,702 1,350,007 $ $ 1,225,758 14,925,802 $ 872,191 $ 23,837 $ 5,469,220 ...... pal i nc i with SEC requirements, these amounts are reported in the Non-Equity Incentive Plan Compensation column. on Year i Robert E. Sanchez, Chair Daniel A. Carp Pamela H. Patsley Christine Todd Whitman t i Executive Vice President 2014 $ 739,583 —Senior Vice President $ 2,250,001 $ 2,250,007 $ 1,622,860 2014 $Senior $ Vice President 508,750 — 1,112 2014 $ 3,350,039 $ $ $ 110,688 1,350,003 647,917 $ $ 1,002,635 — 6,974,251 $ 2,000,011 $ 2,000,004 $ 1,363,872 — $ 2,146,473 $ $ 74,202 5,200 $ 6,285,629 $ 8,163,477 Chairman, President& Chief Executive Officer 2014 2013 $ $ 1,107,083 1,072,083 —Senior — Vice President $ $& 4,900,030 5,740,000 Chief Financial $ Officer $ 4,900,004 3,559,374 2014 $ $ 3,618,941 3,092,199 2013 $ $ $ 628,333 608,333 199,552 — — $ $ 1,350,036 $ 318,084 1,640,000 $ 1,350,003 $ — 1,016,964 $ $ 15,043,694 1,205,884 $ 1,017,317 $ 249,203 $ 1,621,825 $ 13,712,859 $ 20,509 $ — 6,176,590 $ 8,243 $ 4,290,857 28 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT Stephen A. Anderson Kevin J. Ritchie (1) Performance bonuses for 2015 were paid under the Texas Instruments Executive Officer Performance Plan. In accordance Pos Name and Pr Richard K. Templeton Kevin P. March Brian T. Crutcher 2015 summary compensation table The table below shows theindividuals compensation who of were the executive company’s officers CEO,capacities during CFO to 2015 and the (collectively each company called of in the thehis 2015. “named other total For executive three compensation, a officers”) most please discussion for highly see of services compensated the the in CD&A amount all on of pages a 16-28. named executive officer’s salary and bonus in proportion to The committee has reviewed andBased discussed on the that Compensation review Discussion and andcompany’s discussion, Analysis annual the (CD&A) report committee with on has the Form recommended company’s 10-K to management. for the 2015 board and of the directors company’s that proxy the statement CD&A for be the included 2016 in annual the meeting of stockholders. Compensation Committee report The Compensation Committee of the board of directors has furnished the following report: When setting equity compensation, theintends committee to considers grant. the Its cost consideration for of financial the reporting cost purposes of of grants equity made compensation in it 2015 is discussed on page 21. The Texas Instruments Executive Officertax Performance deductible Plan under is intended Section 162(m). tocommittee’s The ensure general plan, that policy which performance is shareholders bonuses to approved underoutside award in the the bonuses 2002, plan plan within is are if the further fully it plan, describedbonuses determines although on of that the page the it committee 30. named is reserves The executive in theawarded officers the discretion within for best to the 2015 interest pay performance plan. of a at the bonus the company levels and described our on shareholders pages to 22 do and so. 24. The The committee bonuses set were the committee has exercised this discretionto when vesting. awarding The restricted committee stock believes unitsprovide it that for is vest the in over retention the time, of best without our interest performance executive of conditions officers the in company all and market our conditions. shareholders that restricted stock unit awards

PROXY STATEMENT 6 ossso i h mut ntetbeblw hc eutfo rgasaalbet l lgbeUS mlye,and employees, U.S. eligible all to available programs from result which below, table the in amounts the (i) of Consists (6) this in reported are amounts no Therefore, compensation. deferred sharing on profit earnings and above-market bonus pay of not amounts does the company for The 24 page see Please (5) 2015. for sharing profit and bonus performance of Consists (4) the of discussion The 718. ASC with accordance in calculated options of value fair date grant aggregate the is Shown (3) 718. ASC with accordance in calculated awards (RSU) unit stock restricted of value fair date grant aggregate the is Shown (2) oteohrnmdeeuieofcr,btteaonsatiual otoeofcr eeblwtedslsr thresholds. disclosure the below were officers available those made to were attributable physical amounts executive the an an but counseling, and officers, financial counseling executive of Financial named consisting aircraft. other Templeton, company the Mr. of to for use $14,206 personal follows: and as physical are executive benefits personal and perquisites The i)prustsadproa eeista ettedslsr hehlsetbihdb h E n r ealdi the in detailed are and SEC the by established thresholds disclosure the meet below. that paragraph benefits of personal any and in perquisites participate (ii) not does Anderson Mr. this table. rules, this SEC in with shown plans. accordance frozen compensation In pension were 2015 $162. benefit plans total by defined pension his decreased company’s company’s in account the the included Crutcher’s that under Mr. been assuming benefits of not officer, Crutcher’s value has executive Mr. The amount named and 1997. 2014 the Templeton’s 31, the by Mr. December between year-end 65. of of difference age as as the until accumulated is paid value” benefit not from actuarial pension is II) the the benefit Plan in of Pension “change value Non-Qualified This present non-qualified Employees 2015. 2015 the TI 31, and and and December Plan) named Plan through Pension the Pension 2014, Employees of Non-Qualified 31, (TI value Employees December plan actuarial (TI pension the plans in benefit pension change defined benefit the qualified defined represent the column under this benefits in officers’ amounts executive The compensation. deferred for column 2015. for officers executive named and the 2014, of 31, each December to ended paid year 2013. the 31, 2013 for December and 10-K ended 2014 Form year in on the granted see report for awards please annual 10-K terms, the TI’s Form of grant respectively, on the valuation to, report of the 13 annual in of description Exhibit TI’s Statements a purposes in Financial For for 5 the 2015. used Note to 31, assumptions in 4 December the appears Note ended of in year discussion appears the The 2015 for 32. in 10-K page granted Form options on of report valuation annual the TI’s ended of year 2013. purposes the 31, for for December used 10-K ended assumptions Form year on the report for granted annual 10-K awards TI’s Form the respectively, on grant of to, report the valuation 13 annual of the Exhibit TI’s description of in and the a purposes 5 2014, to For for Note 31, 4 2015. used in December Note 31, assumptions appears in December the 2013 appears ended of and 2015 year discussion 2014 in the The in granted for 32-33. awards 10-K pages the Form see of on please valuation report terms, the annual of TI’s purposes in for Statements used Financial assumptions the of discussion The .J Ritchie J. K. .A Anderson A. S. Crutcher T. B. .P March P. K. ..Templeton R.K. Name b ersnspyet o nsdvcto ieta ol o ecridforward. carried be not could that time vacation unused for payments Represents (b) $5,300 of plan retirement contribution defined enhanced company’s the under contributions (i) of Consists (a) eie otiuinrtrmn ln hc muti losoni h o-ulfe eerdcompensation deferred enhanced the non-qualified to the in contributed shown be 36. also could page for is that on $70,666 amount amounts table and which on Crutcher, plan, limitations Mr. retirement IRC for offset contribution $109,844 to defined Templeton, TI Mr. by for accrued $242,129 Anderson of Mr. amount additional an (ii) and ...... $ ...... $ ...... $ ...... $ ...... $ ...... EA NTUET 06POYSAEET29 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS Contr 401(k) 060$7,6 — 75,966 $ 10,600 060$1514— 115,144 $ 10,600 060$2749$45,467 $ 247,429 $ 10,600 ,0 / — N/A 5,300 ,0 / 18,537 $ N/A 5,300 i but i on Contr Ret ln(a) Plan Def i rement i i but ned i on Vacat T Unused i e(b) me i on

PROXY STATEMENT on i r Value i of Stock Fa Grant Date and Opt Awards (5) se i on i ce of (4) i ($/Sh) Opt or Base Awards Pr Exerc : ng es i i t on i ons i i (#) (3) Opt Opt Awards All Other Secur Number of Underly : ts i Un Stock (#) (2) Awards Stock or All Other Shares of Number of mum ve i i (#) Max ty Incent i (#) Target Plan Awards mated Future Payouts i (#) under Equ Est Threshold ve i mum i ($) Max ble Payouts ty Incent i i ($) Target Plan Awards mated Poss i ($) under Non-Equ Est Threshold ttee i on i Act Date of Comm Date Grant 1/28/15 (1) 1/15/151/28/15 (1) 1/15/151/28/15 (1) 1/15/15 * * * — — — 90,842 142,285 $ 53.94 25,028 $ 1,350,007 $ 4,900,017 $ 1,350,010 1/28/15 (1) 1/15/151/28/15 (1) 1/15/15 *1/28/15 (1) 1/15/15 * * — — — 289,839 $ 53.94 50,983 $ 2,750,006 35,225 $ 2,750,023 $ 1,900,037 1/28/15 (1) 1/15/151/28/15 (1) 1/15/15 * * * — — — 210,792 $ 53.94 37,079 $ 2,000,004 $ 2,000,041 ...... Officer Performance Plan, each namedcompany’s executive consolidated officer income is (as eligible defined tobonuses in receive at the a a plan). cash lower bonus However, level the equal if Compensation to it 0.5 Committee decides percent has it the of is the discretion appropriate to to set doeffective so. on The the committee second decided trading tocompany day do released after so these the for results company 2015. on released January its 26, financial 2015. results for the fourth quarter andcompany’s year 2009 2014. Long-Term The Incentive Plan.discussion For on information pages on 32-33. the terms and conditions of these RSU awards, please seeof the these options, please see the discussion on page 32. discussion of the assumptions usedreport for on purposes Form of 10-K the for valuation the appears year in ended Note December 4 31, to 2015. the Financial Statements in TI’s annual * TI did not use formulas or pre-set thresholds or multiples to determine incentive awards. Under the terms of the Executive 30 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT For additional information regarding TI’s equity compensation grant practices, please see pages 19, 21, 25-26, 27-28 and 32-33. (1) In accordance with the grant policy of the Compensation Committee of the board(2) (described on page 25), the The grants stock became awards granted to the named executive officers in 2015 were RSU awards.(3) These awards were made The under options the were granted under the company’s 2009 Long-Term(4) Incentive Plan. For information The on exercise the price terms of(5) and the conditions options is the Shown closing is price the of aggregate TI grant common date stock fair on value January computed 28, in 2015. accordance with ASC 718 for stockNone and of option the awards options in or 2015. other The equity awards granted to the named executive officers was repriced or modified by the company. Name R. K. Templeton . . 1/28/15 (1) 1/15/15K. P. March *B. T. Crutcher * * — — — 516,440 $ 53.94 $ 4,900,006 The following table shows the grants of plan-based awards to the named executive officers in 2015. S. A. Anderson . . . 1/28/15 (1) 1/15/15K. J. Ritchie * * * — — — 200,252 $ 53.94 $ 1,900,000 Grants of plan-based awards in 2015

PROXY STATEMENT 7 etn aei aur 1 2018. 31, January is date Vesting 2019. 31, (7) January is date Vesting 2016. 26, January on (6) on exercisable exercisable become fully one-half Became remaining the and 2016, (5) 25, January on exercisable exercisable became become shares shares the remaining of the One-half of one-half and 2016, (4) 23, January on exercisable became become shares shares the remaining of the One-third of ($54.81). one-third 2015 and 31, 2016, December (3) 28, on January stock on common exercisable TI became of shares price the closing of the One-quarter by RSUs of number (2) the multiplying by Calculated (1) K.J.Ritchie ...... Anderson A. S. B.T.Crutcher.... K.P.March ...... Templeton K. R. Name 2015. 31, December of as officers executive named the of each for awards equity outstanding the shows table following The 2015 year-end fiscal at awards equity Outstanding aur 5 2017. 25, January 2018. 23, January and 2017, 23, January of each 2019. on 28, January and 2018, 28, January 2017, 28, January of each on exercisable Unexerc Exerc Opt Underly ubrof Number Secur 0,2 435()—$3.612/024,3 9 ,1,6 — — — — — 2,512,162 $ — (9) 45,834 1/26/2022 32.36 $ — — — (5) 34,375 — — — — 103,125 — — — 1/28/2020 — — 23.05 — $ 1/27/2021 — 34.63 $ 2,740,500 $ — — (9) 50,000 — — 1/26/2022 — 32.36 — $ — — 1/25/2018 — — — 29.79 $ 1/29/2019 — 107,500 (5) 14.95 37,500 $ 1/28/2020 — 137,500 — 23.05 $ — 1/27/2021 112,500 — 34.63 $ — — 8,678,287 — $ — (9) — 9,591,750 158,334 — $ (8) 1/26/2022 6,091,419 175,000 — $ 32.36 $ (7) 1/25/2023 111,137 — 270,000 32.80 $ 1/23/2024 664,461 — 44.09 $ 540,000 — (5) 118,750 450,000 — (4) 262,500 356,250 (3) 452,019 262,500 150,673 1491448()—$4.912/044,6 7 ,8,9 — — — 2,486,291 $ (7) — 45,362 1/23/2024 — 44.09 $ — — 2,512,162 $ — (8) 45,834 1,678,282 $ (3) 184,498 (7) — 1/25/2023 30,620 32.80 — $ 61,499 1/23/2024 44.09 3,425,625 $ $ — — (9) 62,500 (4) — 68,750 1/26/2022 2,797,064 $ 32.36 (3) — $ 124,536 (7) 51,032 68,750 — 41,512 1/23/2024 — 44.09 $ — (5) 46,875 — — 2,740,500 $ 12,500 (8) (3) 50,000 207,561 1,678,282 $ (7) 1/25/2023 30,620 69,186 32.80 $ 1/23/2024 44.09 $ — (4) — 75,000 (3) 124,536 75,000 41,512 i n (#) ons i sable i t 370()—$3.612/025,3 9 ,9,8 — — — — — 3,197,287 $ (9) 58,334 3,654,018 $ — (8) 1/26/2022 66,667 32.36 $ 2,032,300 $ 1/25/2023 (6) 32.80 — 37,079 $ — 1/28/2025 (5) — 43,750 53.94 $ — (4) 100,000 — — — 1,930,682 — $ (2) 210,792 (6) — 35,225 — — 1/28/2025 53.94 $ 4,110,750 $ — (8) 75,000 — 2,794,378 $ 1/25/2023 (2) 200,252 (6) 32.80 50,983 $ — — 1/28/2025 — 53.94 $ (4) 112,500 — — — (2) 289,839 1,371,785 $ (6) 25,028 — 1/28/2025 53.94 $ — — (2) 142,285 — — 4,979,050 $ (6) 90,842 1/28/2025 53.94 $ — (2) 516,440 — i i i sed es ng Unexerc Unexerc Opt Underly ubrof Number Secur i n (#) ons EA NTUET 06POYSAEET31 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS i i t sable i i i sed es ng Opt i Unexerc nAwards on Opt Underly ubrof Number Secur Unearned Incent Awards Equ Plan i n (#) ons i i ty t i i i i ve sed es ng : Exerc Pr Opt i e($) ce i on i se Exp Opt Date i rat i on i on htHv Not Have That Un ubrof Number etd(#) Vested 0,0 1)$54100—— — 5,481,000 $ (10) 100,000 hrsor Shares i so Stock of ts 175(1 ,8,4 — — 2,288,043 $ (11) 41,745 htHv Not Have That Un aktValue Market fSae or Shares of i so Stock of ts Vested $ (1) ($) tc Awards Stock R ubrof Number etd(#) Vested Unearned Incent aeNot Have i Awards Un Shares, hsThat ghts Equ Other Plan i sor ts i ty i ve : hrs Un Shares, Awards Plan aotValue Payout fUnearned of R etd($) Vested aktor Market Incent aeNot Have i rOther or hsThat ghts Equ i ty i ve i ts :

PROXY STATEMENT on i nat i Other rcumstances Term i C of Employment exercisable for 30 days on for i nat i Cause Employment Term Option cancels Option remains on i ted i rement nat i i ble ** i g i El ce, but Not Ret i th 20 Years of Cred i Employment Term w Serv (at Least 6 Months after Grant) Option remains in effect toof the the end term; vesting doescontinue not after employment termination rement i ble * i on (at Least i g i El nat i Employment When Ret Term Vesting continues; option remains in effect to end of term 6 Months after Grant) ty i l i on Due to i sab i nat D i Employment Term Death or Permanent For awards made before 2013,page the 35). definition of normal or early retirement eligibility in the relevant pension plan applies (see 32 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT Vesting continues; option remains in effect to end of term The “Stock Awards” in theright table to of receive outstanding one equity share awardsterms of at summarized TI fiscal below. common year-end In stock 2015 general, on areto the a RSU receive vesting stated awards. dividend date date Each equivalents, is (the RSU which approximately “vesting represents are four date”) the paid years unless after annually the the award in grant cash is date. terminated at a Each earlier rate RSU under equal includes to the the right amount paid to stockholders in dividends. Options granted after 2009 becomecause) fully within vested 24 if months the after granteeLong-Term a is Incentive change involuntarily Plan in terminated and control from occurs of employmentassets upon TI. with of (1) “Change TI TI acquisition in (other or of control” than (2) more is for changeoffice than defined endorsed of 50 as a the percent provided majority appointment of in of or the theuncertainty the election voting Texas and board of stock Instruments distraction of the or 2009 in directors new at the in directors leastbefore period a (“Plan 80 2010, 12-month leading definition”). percent the period up These of stock unless to terms the option a a arethen terms majority change intended outstanding; provide of in to that and the control, reduce upon if directors if employee employment a then suchchange termination change in an in (except in event control for control were is cause) of to deemed has TI, occur.20 to occurred the For percent have within option options of occurred 30 becomes granted TI first. days fully common “Change before vestedthe stock in the to board other control” change the of than is in extent directors through defined control, it in a in the is directors a transaction these (together, 24-month approved pre-2010 the period by options “pre-2010 unless the as definition”). a board (1) majority of acquisition of directors, of the or directors (2) then change in of office a have majority elected of or nominated the new Options may be cancelled if,employees during to the work two for years another aftergrantee company, employment was or termination, an if the executive the grantee officer, grantee competessuch the discloses with conduct. company TI TI These may trade or provisions reclaim secrets. solicits are (or In TI solicitation intended “claw addition, of back”) to for our profits strengthen options employees earned retention received or under and while disclosure grants provide the of if a our the reasonable confidential officer remedy information. engages to in TI in case of competition, * Defined for purposes of equity awards made after 2012 as at least age 55 with** 10 This or provision more is years not of applicable TI to service grants or made at after least 2012. age 65. The “Option Awards” shown inshares the of table TI above common are stock non-qualifieddate. at stock the The options, stated term each of exercise of each price. whichbelow The option represents and exercise is the in price ten right the is years to the paragraph unless purchase on closing the following the price option the first of is chart. anniversary TI terminated Options of common earlier vestoutstanding the stock pursuant (become as date on exercisable) to of of the in provisions December the grant increments summarized 31, grant. of inprovisions 2015. The 25 the to The chart percent chart promote Compensation below per employee Committee shows year retention of the beginning while the termination offering board provisions competitive of relating terms. directors to established stock these options termination (8) Vesting date is January(9) 31, 2017. Vested on January 29,(10) 2016. Vesting date is July 29, 2016. (11) Vesting date is July 31, 2018.

PROXY STATEMENT .J Ritchie J. K. Anderson A. S. Crutcher T. B. March P. K. Templeton K. R. Name price market the by vested that RSUs stock of common number TI the of by multiplying date. price calculated by vesting market is calculated the the realized is on and value realized stock price the value common named exercise exercises, the TI the the option RSUs, of by between For For exercises 2015. difference date. option in the exercise of vested by the result that acquired on a RSUs shares as any of realized of number value value the the the multiplying and and acquired 2015 shares in of officers number executive the lists table following The vested stock and deferred exercises non-qualified option 2015 2015 was the it in until reflected expense reason. is compensation any award related for this the employment requirements, 36. the of postponing SEC page Under termination by with on 2000. his company accordance table in after the In compensation vested year to deductible. stock, the benefit fully common of tax be Templeton TI March a to Mr. of in provide likely 31, shares Templeton to page 120,000 Mr. designed on for to were table award, issued terms 2015 The be These year-end 1995. will fiscal in shares at granted the awards was terms, options. equity that award stock outstanding RSUs of the of discussion in award the shown an in Awards” holds above “Stock described the objectives to stock the addition Plan of achieve In the those to is with and control terms IRC) in award RSU the the conform Change by IRC, to control. permitted the in intended extent of are change the 409A terms a (to Section after change-in-control options by months and permitted 24 clawback extent within cancellation, like the employment These provisions to TI definition. clawback that, of and provide termination cancellation terms involuntary contain The upon awards options. vests RSU stock All for retention. above promote described to to those intended date are grant provisions the termination from These periods 365-day whole of number the to equal fraction a by RSUs of number the multiplying by Calculated * date vesting scheduled the at paid are shares continues; Vesting 2015. 31, December of as outstanding RSUs of provisions termination the shows below table The mlyetTerm Employment et rPraetD Permanent or Death h mlyettriaindt o is a faybig ev fasnelaigt eieet,dvddb h ubrof number the by divided retirement), to leading absence of leave bridge period. any vesting of the day in first years (or date termination employment the ...... — $ — ...... i nat ...... i nDeto Due on i sab i l i ty etn period* vesting the over employment of the duration to according reduced shares of Number date. vesting at shares scheduled out the pays and effect in Grant stays 2013: before made grants For date vesting at shares scheduled out the pays and effect in Grant stays 2012: after made grants For EA NTUET 06POYSAEET33 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS a es otsatrGrant) after Months 6 Least (at hnRet When mlyetTerm Employment i eetEl rement i nat i g i i ble on hrsAcqu Shares nExerc on ubrof Number 5,2 ,1,7 417$2,961,310 $ 54,167 8,200,500 $ 5,715,775 150,000 $ 14,112,500 $ 253,125 620,000 3,7 ,6,1 417$2,961,310 $ 2,277,935 $ 54,167 41,667 3,269,518 $ 2,552,330 $ 134,375 125,000 i e(#) se Opt i red r issued are shares no cancels; Grant i nAwards on Term Employment nExerc on au Real Value Cause i nat i nfor on i e($) se i zed hrsAcqu Shares nVest on ubrof Number 584$2,505,745 $ 45,834 r issued are shares no cancels; Grant i g(#) ng te C Other tc Awards Stock i red fEmployment of Term i rcumstances i nat au Real Value nVest on i on i g($) ng i zed

PROXY STATEMENT ng i scal i Last F Dur Year ($) Payments t ($) (6) of i Accumulated Benef Present Value ted i ce (#) i Number of Serv Years Cred Employees Pension PlanEmployees Pension Plan 0.9 (3) $ 36 (3) 4,059 $ 1,391,664 — — Employees Pension Plan 30 (3) $ 946,474 — Employees Pension Plan 16 (3) $ 662,160 — TI Employees Non-Qualified Pension PlanTI Employees Non-Qualified Pension Plan II 25 (4) 36 (5) $ $ 532,589 7,444,716 — — TI Employees Non-Qualified Pension PlanTI Employees Non-Qualified Pension Plan II 19 (4) 30 (5) $ $ 178,569 5,557,022 — — TI Employees Non-Qualified Pension PlanTI Employees Non-Qualified Pension Plan II 16 (3) 16 (5) $ $ 289,171 199,375 — — ...... TI ...... TI ...... TI ...... TI plans were closed to new participants. participating in a new enhancedthe defined defined contribution contribution retirement plan. plan. Accordingly, Messrs.frozen their Templeton (i.e., accrued and they pension Crutcher will benefits chose experience under toDecember no the participate 31, increase qualified in 1997. attributable and Contributions to non-qualified to years plansincluded the of were in defined service the contribution or 2015 change plan summary in for compensation Mr. eligible table. Templeton’s earnings) and as Mr. of Crutcher’s benefits are plan. For Mr. Crutcher, eligibilityemployment. to For participate each began of on the theemployment, other first or named day January executive of 1 officers, the following eligibility monthofficers the to following has completion participate completion been of began of employed one on one by year the year TI of earlier of for employment. of longer Accordingly, 18 than each months the of of years the of named credited executive Plan service as shown described above. in note 3 above and ceased at December 31, 2004. Plan as described in note 3 above. the same as those usedcontained by TI in for Item financial 8 reporting inofficer’s TI’s purposes retirement annual and is are report assumed described on (in in Formassumption accordance 10-K Note for with for 10 termination SEC the to prior rules) year the to for ended financialis that purposes December statements determined date of 31, using this is 2015, either used. table except (i) The to thatPension the amount occur a Protection Pension at of named Act Benefit age the executive of Guaranty 65 lump-sum 2006 Corporation and benefitPlan (PPA) (PBGC) no earned and corporate interest as 4.64 bond assumption of percent yield of December for interest 1.50 31,amount. the assumption percent 2015, A TI of or discount Employees 4.62 (ii) rate Non-Qualified percent the assumption Pension forpension of Plans, the plans 4.62 whichever TI was percent rate Employees used for produces Pension to the the determine TI higher the Employees lump present Pension sum value Plan of and each 4.64 lump percent sum. for the non-qualified 34 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT (1) Mr. Anderson does not participate in any of the(2) company’s defined benefit pension In plans 1997, because TI’s he U.S. joined employees TI were after given these the choice between continuing to participate in the defined benefit pension plans or (3) For each of the named executive officers, credited service began on the date the officer became eligible to participate in the (4) Credited service began on the date the named executive(5) officer became eligible to Credited participate service in began the on TI the Employees date Pension the named executive(6) officer became eligible to The participate assumptions in and the valuation TI methods Employees used Pension to calculate the present value of the accumulated pension benefits shown are B. T. Crutcher (2) K. J. Ritchie K. P. March Name (1)R. K. Templeton (2) Plan Name The following table shows thequalified present defined value benefit as pension of December planNon-Qualified 31, (TI Pension 2015, Employees Plan of Pension (which the Plan) governs benefit andgoverns amounts of non-qualified amounts earned the defined earned before named benefit after 2005) executive pension 2004)). and officers plansnamed In TI under (TI executive accordance Employees our Employees officer’s with Non-Qualified retirement SEC Pension eligibility requirements, Plancontinued or the II employment any amounts (which after increase shown December in in 31, benefits the 2015. that table may do result not from reflect the any named executive officer’s 2015 pension benefits

PROXY STATEMENT evso bec,icuigabig ortrmn,aeceie oyaso evc ne h ulfe eso ln laesee Please plan. pension qualified the under the service 38. of of page day years on first to absence the credited of is are leaves payment retirement, of and of to discussion death, date bridge the of earliest a time The including the beneficiary. absence, at the of age of Leaves and election service death. the credited of at of month annuity years the or bonus, following sum and lump month salary a calendar on of second based form is the participant death in the of be service event may credited status. the take of disabled in then years and payable and bonus, disabled benefit 65 and become The age salary not reaching on he until based had is benefit 65 time 65 accrued age any age the to at at of accrued benefit paid receipt have accrued defer benefit would 65. his to disability age receive choose The at to may benefit. received choose participant disability have may the a would participant Alternatively, he the 65. one disability, age is the to to benefit than due prior such lower terminates time, is employment that benefit participant’s at annual the benefit the If retirement result, and annual a retire his As to receiving factor. elects based. begin retirement he is to early when benefit chooses an birth, Security and by of Social retirement reduced year his early his his which takes of on on individual years (based compensation an consecutive percentage of If highest a amount five less the the IRS, of 1.5 of the TI) to average by with equal the imposed service benefit (ii) limit of retirement and a years annual service to his an credited up with of bonus participant years plus a (i) salary provide of base to product intended the is by plan multiplied qualified percent the for formula pension The ne h ulfe lncmecs o mut ne lnI,dsrbto sgvre yScin49 fteIC n the and 65. IRC, age the to of prior 409A benefit benefit Section the participant’s by of the governed payment of is the payment distribution reflect when II, to distributed Plan reduced be under is will amounts benefit employment. I For disability of Plan commences. termination under plan receive following amounts qualified not month disability, the they seventh to under that the due requires of terminates IRC day participant executive first the a named of the If the 409A before Because Section II IRC. company, Plan the the under of of payment commences. 409A officers distribution plan Section compensated sum pension of highly lump qualified requirements most any the the 50 under to the benefit subject among participant’s distributed are the be officers of will payment II when Plan benefit distributed under lump-sum be Amounts the will of I amount Plan the under obtain Amounts to plans. factor benefit plans. age-based non-qualified these qualified an the to individual’s by under apply the multiplied individual not above, is an does described difference to does receive formula resulting payable may calculated the The be participant using it. may the determined from Employees benefit benefit been subtracted TI pension qualified has is the qualified of amount for a amount benefit above which the non-qualified described on on this as compensation limit Once formula of IRS same amount the the the Additionally, using on apply. calculated limit not above). are IRS see II the (please Plan However, plan and Plan. qualified I Pension the Plan under under as benefits Plan same participant’s in the A participate is to plans qualified eligible these sum. the not under lump with are retirement a As 1997, early in plans. 30, and paid the November normal are of a after for Benefits is purpose payroll Eligibility Each the U.S. II. 2004. of the Plan after discussion joined or a earned who I for amounts employees 26 governs plan, earned page which pension amounts see II), benefit governs Please (Plan defined which plan. II I), pension Plan (Plan Pension benefit Plan Non-Qualified defined Pension Employees non-qualified Non-Qualified TI Employees the TI and the 2005; plans: before pension non-qualified two has TI plans pension non-qualified employees TI will 70 he of payment, age request the not reaches joint does he (v) participant after annuity, life the year survivor single If the percent (i) annuity. of 50 are: survivor April and annuity percent in joint of 100 benefit (iv) forms and his annuity, the joint receive life payment, (vi) to and periodic and begin lump certain smallest annuity, a 10-year to survivor choose (iii) largest percent may annuity, of 75 Participants order life and thereafter. In and time certain annuity. any 5-year of or (ii) forms termination six annuity, at of for benefit one eligible accrued or were his payment 60 Ritchie of sum or Mr. payment employment and request of of March may year years Mr. participant one 20 Templeton, A with with Mr. age age 2015, of of 31, years years December 65 55 of least least As retirement. at at employment. normal is is of or he he years early if if five plan retirement with plan. the early age this of for of in terms eligible years participate the is and to under participant origin eligible retirement A the not normal service. of are for credited discussion 1997, eligible a 30, is for November participant 26 after plan page payroll A see U.S. Please the plan. joined pension who benefit Employees defined plan. qualified the a of is purpose Plan Pension Employees TI The Plan Pension Employees TI EA NTUET 06POYSAEET35 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS 1 ⁄ 2 ntefr faniyrqie ne h IRC. the under required annuity of form the in

PROXY STATEMENT FYE ($) (5) Aggregate Balance at Last ons ($) i but i thdrawals/ i Aggregate str i W D n i ngs i Last FY ($) Aggregate Earn ons i but strant i i ($) (2) n Last FY i Reg Contr ons i ve i but i 173,595155,332 $ 242,129185,458 $ 109,844 $ $ 312,573 70,666 (3) $ (5,910) $ 351,336 (4) $ (2,492) $ 7,598,617 (6) $ 14,861 — $ $ 1,079,545 674,674 Execut Contr n Last FY ($) (1) i ...... $ ...... $ ...... $ ...... — — — — — ...... — — — — — of his salary, profit sharing and bonus, paid in 2015; and for Mr.Compensation Anderson column includes of a the portion 2015 of summary his compensation bonus table paid on in page 2015. 28. settlement of which has beenaward deferred (calculated until by after subtracting termination the ofboth value employment; cases, of (b) the the a number award $160,800 of at increaseand RSUs year-end in (c) is 2014 the a multiplied from value $16,227 by the of loss the value therate in closing of RSU as Mr. price the dividends Templeton’s of award on deferred TI at TI compensation common year-end common account stock 2015 stock. in on (in 2015. the Dividend last equivalents trading are date paid of at theMr. the year)); Templeton’s same deferred compensation balance. Mr. Templeton, $1,021,417; and Mr.Mr. Crutcher, Anderson $1,079,545; relates and to Mr. amounts Anderson earned $195,554. in The years remainder for of which the he amount was for notremainder a is named the executive balance officer. of his deferred compensation account. 36 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT K. P. March S. A. Anderson K. J. Ritchie (1) Amount shown for Mr. Templeton includes a portion of(2) his salary and bonus Company paid matching in contributions 2015; pursuant for to Mr. the Crutcher defined includes contribution a(3) plan. portion These amounts are included Consists in of: the (a) All $168,000 Other in dividend equivalents paid under the 120,000-share 1995 RSU award discussed on page 33, (4) Consists of dividend equivalents paid on the RSU award(5) discussed in note 3 Includes and amounts a reported scheduled in distribution the of summary a compensation portion table of in the current or prior-year proxy(6) statements as follows: Of this amount, $6,577,200 is attributable to Mr. Templeton’s 1995 RSU award, calculated as described in note 3. The Name R. K. Templeton B. T. Crutcher The following table shows contributionsaggregate to amount the of named his executive deferred officer’s compensation deferred as compensation of account December in 31, 2015 2015. and the 2015 non-qualified deferred compensation TI’s qualified and non-qualified pensionbeneficiary plans receives provide a that payment upon equal theplans to death had half of he of a retired the retirement-eligible instead benefit employee,reduced of to the amounts died. which employee’s the We the beneficiary have employee receives a wouldreceive under survivor have had the benefit been he pension plan entitled retired plans, that under instead equals pays thetheir of the the pension beneficiaries died. benefit beneficiary would Because the a be Messers. employee lump eligible Templeton, sum would for March that, have benefits and when been under Ritchie added entitled the were to to eligible survivor the benefit for plan early retirement if they in were 2015, to die. TI Employees Survivor Benefit Plan Leaves of absence, including adiscussion bridge of to leaves retirement, of are absence, credited please to see years page of 38. service under the non-qualified pension plans. For a Balances in the plans arepresent unsecured value obligations of of the the individual’s company.occurred. benefit For For would amounts such be under amounts, paid Plan the not I,under pre-2010 later in this definition than the plan, of event the if a of month a change a followingwould sale in change the be of control in month distributed substantially (please control, in in all see the which a of page thedistribution lump the 32) change of sum assets applies. in benefits as of For control is soon the all triggered as company amounts reasonably by occurred, accrued a practicable the change following present in the value control. sale of of the assets. individual’s For benefit amounts under Plan II, no In the event of death,death payment and under will both be plans in isthe the based month form on of of salary death. a and lump bonus, sum. years The of earliest credited date service of and payment age is at the the first time day of of the second calendar month following

PROXY STATEMENT ne te icmtne n nwa mutwuddpn ntefcsadcrusacso emnto n ssbett the to subject is and termination company. awarded of the be circumstances by would and paid bonus facts are a the bonuses Whether on awarded, 18-19. depend If pages would discretion. on amount Committee’s described what Compensation are in payments and of circumstances timing other the under and bonus concerning policies Our 2015, for decisions compensation the Bonus on programs these these of of Most impact 27. terminates. the and employment of 20 whose discussion pages officer a see executive For please named above. a discussed to been payments have in programs result may programs following The termination to relating payments of result reimburse a Termination not as does executive TI the company. by the the payable generally of are on control control. that benefits in taxes in for change excise change eligible or or or are employment income They of any company. termination for the officers upon with executive employees contract U.S. employment other an as has terms officers same executive named the definition. of Plan None control the is in control change in or the Change of control. termination 409A in upon Section change payments by a distribution permitted after Potential a extent months trigger the 24 not to within does occurs, terminated control distribution involuntarily in 2009, is change after participant a deferred the 2010, and if to earned IRC, unsecured prior amounts are deferred For balances and plan. day compensation earned the first deferred amounts under the plans, For is pension company. payment benefit the of defined of date non-qualified obligations earliest the the under and balances sum the lump Like a death. of of form month the the in following be month will calendar payment second ten death, the or of participant’s of five date the of the of from period event years a the three over In out distributed paid be be will to file installments on is annual or election Participants sum distribution salary. lump valid (ii) a no deferral. and of which sharing form for profit the Amounts separate and in years. elect bonus be consecutive may distribution (i) distributions participants valid participant’s these a Annually a that is election. to elect there participant’s attributable may which the compensation for with deferred participant accordance for the in dates by distributed distribution deferred be and will earned file, amounts on and election company, is the balance limitations. by participant’s IRC contributed a applicable Amounts Otherwise, to unforeseeable IRC. subject an the is obtain of and To 409A election emergency. Section distribution unforeseeable of his an requirements to of the pursuant case meet paid the must in participant plan a the withdrawal, from emergency party distribution third request A may investments. participant on A return minimum the any that guarantee investments not program. the does compensation of company deferred performance The company’s deferred the balance. the their by plan administers to solely his Retirement relating determined for Index instructions are chosen Lifepath their balance has BlackRock change participant’s participant and may a 2030 F participants on Index Fund alternatives, Earnings Lifepath 2050 investment daily. BlackRock Index available compensation F, Lifepath the Fund BlackRock among 2020 F, From Index Fund F. BlackRock Lifepath 2040 Fund F, BlackRock Index Fund F, Lifepath Index Fund BlackRock Equity Index F, BlackRock Index Equity Fund 2000 Fund, East) Russell Puritan Far Trust Fidelity Australia, Russell Northern Fund-Lending, (Europe, Trust Fund-Lending, Index (EAFE) Northern Index 400 Fund-Lending, Growth MidCap a Non-Lendable Index 1000 Trust are Index Bond Russell Northern time, IMI Aggregate Trust Fund-Lending, any ex-U.S. Trust Northern at ACWI Northern Fund-Lending, changed MSCI Fund, Index be BlackRock Investment Value may plans): Term 1000 which contribution Short the alternatives, defined Trust of (these the Northern more party in F, or third participants Fund one a to of by offered performance managed those the is of mirror which subset compensation of deferred each their funds, have mutual prior to following year choose calendar their could of the participants in percent 2015, 90 made During (ii) be earned. salary, must be base compensation will their defer compensation of to the percent Elections which 25 sharing. in (i) profit year to of the up percent to defer 90 to (iii) choose and may bonus, plan performance compensation account. deferred company compensation the the deferred in contributions on his Participants limits matching into (ii) IRS deferred and the officer of plan executive excess contribution the eligible in defined compensation contains are enhanced to account that the related company compensation to make the deferred make may by employee’s may An contributions company and plan. the defer th EA NTUET 06POYSAEET37 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS

PROXY STATEMENT 38 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT For a discussion of the impact of these programs on the compensation decisions for 2015, please see pages 20 and 27. Upon a change in controlinvoluntary there termination is (not no for acceleration cause) ofRSUs within vesting accelerate. 24 of Please months stock see after options pages a andoptions 32 change RSUs and and in granted RSUs. 33 control after for of 2009. further TI Only information will upon concerning the an change vesting in of control such provisions stock relating options to and stock Our only program, plan orPension arrangement Plan. providing A benefits change triggered in bysee control a page at change 36 December in for 31, control a 2015, istiming discussion would the of of have TI payment. the accelerated Employees purpose payment Non-Qualified of of change the in balance control under provisions that of plan. that Please plan as well as the circumstances and the Change in control In the case of aemployment separation with arrangement the in company which on theseparation his executive arrangement or officer will her will typically last be day include atthe of an least executive active unpaid 50 officer employment leave years has before of old reached beginning absence, andservice the the to have (bridge earlier commence paid at to of at leave least retirement). age the of 15 The 55 end absence, yearspension bridge with of of the plans to at the described retirement least paid above. will 20 leave Stock be years andmade options credited of end before will employment to when 2013, continue years or the of to age number service become 60 of under exercisable with RSUs the and at will qualified RSUs least be will five and reduced remain years non-qualified as of in described effect, in but note for * grants on page 33. In the case of agrade resignation level) pursuant will to typically a be separationnon-solicitation offered arrangement, commitment a an and 12-month executive a paid officer release leave (likeunder of of other the claims absence employees pension against before above plans the termination, a described company. in certainexercisable above. The exchange job and During leave for his the period a RSUs leave, will non-compete will the be and calculating continue executive credited benefits to officer’s to under vest. stock years the Amounts options of paid qualified will service to and continue an non-qualified to individual pension become during plans. a paid leave of absence are not counted when Perquisites Financial counseling is available totermination executive of officers employment. in the year after retirement. Otherwise, no perquisites continue after Equity compensation Depending on the circumstances ofpreviously termination, granted grantees stock whose options employment and terminatesa receive may right shares retain to under the receive outstanding right dividend RSU tothe equivalents. awards. exercise last The Please dividend dividend see payment equivalents pages of 32-33. are the RSU paid year. awards annually include by the company in a single cash payment after Deferred compensation plan The purpose of this planinvestments is that described the on participant page has 26.distributed chosen The are for amounts paid his payable by plan under the balance. this company. The program timing depend of solely payments on is the discussed performance on of page 37. Amounts Survivor benefit plan The purpose of this plantiming is of described payments on are page described 36. on The page formula 36. for Amounts determining distributed the are amount paid of by benefit, the the TI form Employees of Health benefit Benefit and Trust. the Qualified and non-qualified defined benefit pension plans The purposes of these planspayments are are described described on on page pages 26.respectively, 34-36. The by The formula the amounts for TI disbursed determining Employees under benefits, Pension the the Trust qualified forms and and of the non-qualified benefit company. plans and are the paid, timing of

PROXY STATEMENT S 2 h mutsoni h upsmbnftpybea g 5t h ae xctv fie nteeeto emnto sof as termination of event the in officer executive named the to 65 age at payable benefit 2015. lump-sum 31, the December is of shown as amount retire The to eligible were Ritchie (2) and March Templeton, Messrs. (1) Compensat of Form officers. executive named the of each for control in change or termination upon payments potential the shows below table The K R K B . . . . . A J P K T eerdCmesto 7,7 6 — — — — (6) 674,674 $ — Options Stock RSUs . . . Compensation Deferred Benefit Defined Non-Qual. Benefit Defined Non-Qual. Benefit Defined Qualified o-ul eie Benefit Defined Non-Qual. Benefit Defined Non-Qual. Benefit Defined Qualified eerdCmesto — — — — — — Options Stock RSUs . . . Compensation Deferred eerdCmesto ,2,1 6 — — — — (6) 1,021,417 $ — Options Stock RSUs . . . Compensation Deferred Benefit Defined Non-Qual. Benefit Defined Non-Qual. Benefit Defined Qualified ulfe eie Benefit Defined Qualified Total o-ul eie Benefit Defined Non-Qual. Benefit Defined Non-Qual. Benefit Defined Qualified eerdCmesto ,7,4 6 — — — — (6) 1,079,545 $ — Options Stock RSUs . . . Compensation Deferred Benefit Defined Non-Qual. Benefit Defined Non-Qual. eerdCmesto — — — — — — Options Stock RSUs . . . Compensation Deferred . . . . . R Crutcher ac (1) March Anderson epeo (1) Templeton eso lnII Plan Pension Plan Pension Plan Pension S eso lnII Plan Pension Plan Pension Plan Pension K eso lnII Plan Pension Plan Pension Plan Pension eso Plan Pension R eso lnII Plan Pension Plan Pension Plan Pension eso lnII Plan Pension Plan Pension B K i sdfrfnnilrprigproe o h opn’ uie iaca ttmnsfr21 n r ecie nnt to 6 note in described are assumptions and lump-sum 2015 34. age-65 for page the statements on as financial table same audited benefits the disability company’s pension are his the 2015 amounts of for the these payment purposes request calculating reporting not in financial does used for officer assumptions used executive The named 65. the age assuming until disability, benefit to due 2015, 31, December tch . . . . . A J P K T ...... $ ...... $ ...... $ ...... $ ...... $ ...... R rthrTotal Crutcher i ac Total March nesnTotal Anderson Templeton (1) e i tch i Total e .....$ ...... $ ...... $ ...... $ ...... $ ...... — — — — — — — — — — — — ...... $ ...... $ ...... $ ...... $ ...... $ ...... $ ...... $ ...... — — — — — — ...... —————— — — — — — ...... $ ...... $ ...... $ ...... —————— — — — — — ...... i nD on ...... 89885$1,6,0 ,7,5 — — 4,273,352 $ — 19,663,509 $ 18,988,835 $ 2,9,8 2,1,3 1)$81203$139431()$139431$6,970,514 $ 123,924,371 $ (4) 123,924,371 $ 8,152,033 $ (11) 127,115,333 $ 126,298,282 $ 03765$2,4,8 1)$1,7,2 84009$2,5,8 673,384 $ 28,450,089 $ 28,450,089 $ 11,875,823 $ (11) 29,249,383 $ 30,377,685 $ 56752$2,1,0 ,8 1,026,18 $ 3,888 $ 26,718,301 $ 25,647,582 $ 32906$3,6,1 1)$88301$3,8,8 14076$236,251 $ 31,480,786 $ 31,480,786 $ 8,873,071 $ (11) 32,165,911 $ 33,249,076 $ 09131()$1,2,3 7 — — — — (7) 10,921,331 $ (7) 10,921,331 59776()$3,1,0 7 ,7,0 8 37811()$3,4,6 9 ,7,0 (8) 6,577,200 $ (9) 33,748,161 $ (9) 33,748,161 $ (8) 6,577,200 $ (7) 35,917,706 $ (7) 35,917,706 13986()$1,6,9 7 05062()$1,7,0 9 — (9) 10,570,602 $ (9) 10,570,602 $ — (7) 11,369,896 $ (7) 11,369,896 86887()$1,0,1 7 — — — — (7) 18,608,817 $ (7) 18,608,817 86137(0 86137(0 86137(0 86137(0 — (10) 88,601,377 $ (10) 88,601,377 $ — (10) 88,601,377 $ (10) 88,601,377 47173(0 47173(0 47173(0 47173(0 — (10) 14,761,773 $ (10) 14,761,773 $ — (10) 14,761,773 $ (10) 14,761,773 i ,6,0 1)$80754(0 ,7,5 1)—— — (12) 4,273,352 $ — (10) 8,067,504 $ (10) 8,067,504 ,8,9 2 0,5 3 ,8,6 4 ,8,6 4 ,8,6 4 — (4) 1,789,662 $ (4) 1,789,662 $ (4) 1,789,662 $ (3) 909,558 $ (2) 2,083,592 ,0,6 1)$60364(0 ,0,6 1)$60364(0 — (10) 6,003,664 — $ (10) 6,003,664 $ (4) 9,412,777 — $ (4) 9,412,777 $ (10) 6,003,664 (4) 9,412,777 $ $ (10) 6,003,664 (3) 4,782,631 $ (5) 9,993,984 ,7,0 2 6,1 3 ,8,8 4 ,8,8 4 ,8,8 4 — (4) 1,284,788 $ (4) 1,284,788 $ (4) 1,284,788 $ (3) 669,710 $ (2) 1,679,605 ,3,6 7 ,3,6 7 ,4,4 9 ,4,4 9 — (9) 7,845,942 — $ (9) 7,845,942 $ (4) 7,352,032 — $ (4) 7,352,032 $ (4) 7,352,032 (7) 8,531,067 $ $ (3) 3,832,854 (7) 8,531,067 $ (5) 7,926,839 ,2,8 1)$70792(0 ,2,9 1)—— — (12) 1,022,299 $ — (10) 7,027,982 $ (10) 7,027,982 sab 2,4 5 4,4 3 7,8 4 7,8 4 7,8 4 7,8 (4) 673,384 $ (4) 673,384 $ (4) 673,384 $ (4) 673,384 $ (3) 343,447 $ (5) 926,549 4,1 2 6,1 3 1,4 4 1,4 4 1,4 4 — (4) 393,314 $ (4) 393,314 $ (4) 910,341 (4) 393,314 $ $ (4) 910,341 (4) 393,314 $ $ (4) 910,341 (3) 198,869 $ $ (3) 460,214 (5) 609,677 $ (2) 948,016 2,0 5 3,5 3 7,7 4 7,7 4 7,7 4 — (4) 271,178 $ (4) 271,178 $ (4) 271,178 $ (3) 137,059 $ (5) 221,506 4,9 5 2,2 3 3,5 4 3,5 4 3,5 4 3,5 (4) 236,251 $ (4) 236,251 $ (4) 236,251 $ (4) 236,251 $ (3) 122,620 $ (5) 349,792 073()$197()$388()$388()—— — (4) 3,888 $ (4) 3,888 $ (3) 1,957 $ (2) 10,783 i l i yDeath ty EA NTUET 06POYSAEET39 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS term Involuntary o cause for i nat i on Res term Involuntary ntfor (not as)Ret cause) i gnat i nat i i on; on 7—— i rement Change control i n

PROXY STATEMENT plan assuming the earliest possiblepercent payment of date. the The participant’s plan accrued provides benefit, that reduced in by the the event age-applicable of joint death, and the 50 beneficiarythe percent receives earliest survivor 50 possible factor. payment date. or separation from service in the case of Plan II. The assumptions used are the same as those described in($54.81). note In 2 the above. event ofterms. termination Please due see to the disability outstanding oras equity death, of awards all December at outstanding 31, fiscal awards 2015, year-end will and 2015 continue page table to 33 on vest for page according a 31 to discussion for their of the an numberSee additional of page outstanding unvested 33 RSU RSUs for award further held information by about Mr. this Templeton. award. price of TI common stockvesting as schedule, of December although 31, for 2015 grantsemployment ($54.81). made over RSU before the awards 2013, vesting stay the in period. number effect See of and page shares pay 33 is out for reduced shares additional according according details. to to the the durationcommon of stock as of DecemberDecember 31, 2015 31, ($54.81), 2015. multiplied by the number of shares under such options asto of the officer’s beneficiary in$5,840,187. the The following amount amounts: of Mr. the Templetonpayment benefit $778,691, date. is Mr. calculated March as $4,247,887 required and by Mr. the Ritchie terms of the plan assuming thecommon earliest stock possible as of DecemberDecember 31, 2015 31, ($54.81), 2015. multiplied by the number of shares under such options as of 40 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT The committee has received theby written the disclosures applicable and requirements the of letteraccounting the from firm’s Public the communications Company independent with Accounting registered the Oversight publicfirm’s Audit Board, accounting independence. Committee regarding firm concerning the required independence, independent and registered has public discussed with Ernst & Young the The committee has discussed withspecified the by independent auditing registered standards public together accounting with firm, guidelines Ernst established & by Young, the the SEC required and communications the Sarbanes-Oxley Act. The committee has reviewed andaudited discussed financial with statements management and and (2) theaccounting management’s independent firm’s report accounting related on firm, opinions. internal as control appropriate, over (1) financial the reporting and the independent As noted in the committee’scompany’s charter, independent TI management registered public is responsible accountingcommittee for firm are preparing is in responsible the no company’s for way financial auditingany designed statements. the special to The financial assurances supersede statements. with or The regard alter activitiesaudits to those of performed TI’s traditional the by financial responsibilities. the statements, The independent nor committee’s does registered role it public does involve accounting not a firm. provide professional evaluation of the quality of the The Audit Committee of the board of directors has furnished the following report: Audit Committee report (3) Value of the benefit payable in a lump sum to the executive officer’s beneficiary calculated as required by the terms of the (4) Lump-sum value of the accrued benefit as of December(5) 31, 2015, calculated as The required amount by shown the is terms the of lump-sum the benefit plans payable assuming at(6) age 65, in the Balance case as of of the December(7) Non-Qualified 31, Defined 2015, Benefit under Pension the Calculated Plan, non-qualified by deferred multiplying compensation the plan. number of outstanding RSUs by the closing price of TI common stock as of(8) December 31, 2015 Calculated by multiplying 120,000 vested RSUs by the closing(9) price of TI common Due stock to as retirement of eligibility, December calculated 31, by 2015 multiplying ($54.81). the number of outstanding RSUs held at such termination by the(10) closing Calculated as the difference between the grant price of all outstanding in-the-money options and the(11) closing price of Due TI to retirement eligibility, the total includes the value of the benefit payable in a lump sum under the Survivor(12) Benefit Plan Calculated as the difference between the grant price of all exercisable in-the-money options and the closing price of TI

PROXY STATEMENT n h esicre o hs evcs h ui omte a eietels fpeapoe evcsadrltdfe from fees related firm and the services by pre-approved date of to list provided the services revise determinations. the may subsequent specifically basis Committee on Committee quarterly Audit based Audit a The time, the least services. to unless at those time on pre-approval, for reviews of incurred to Committee date fees services Audit the the specific from The and Exchange the months period. Securities indicating 12 different the documentation is a of detailed pre-approval for 14A receives any provides Schedule committee of in the term defined categories, The as consideration those provided. (each for deems in be other Committee it listed All as Audit service and and, the each Tax reviews to For Committee Audit-related, presented Act). Audit are Audit, The fees categories: Committee months. estimated following Audit 12 and the the next services in to the The present services. over audits firm those internal the pre-approves of by appropriate, director performed the be and to firm expected accounting services firm’s public the registered impair independent not the does Annually services the such by of performed provision be the to that services assure non-audit to and order in audit independence. firm the accounting pre-approve the to public for registered required 2014 is independent in Committee tool. $32,000 Audit research and The online 2015 policy. Young’s in Pre-approval & $29,000 Ernst were to rendered access services 2014. 2015 professional in and other $1,802,000 training all and audit, for 2015 fees Foundation in Young’s TI $2,827,000 returns & tax were Ernst matters income fees. tax of other review foreign All and and U.S. (preparation on compliance advice tax tax for and rendered filings) services tax-related professional for other fees and Young’s & Ernst online fees. Young’s Tax & Ernst to with access compliance 2014 to and relating services subsidiaries, procedures The non-U.S. certification 2014. various tool. audits, in for research plan $797,000 standards benefit and regulatory employee 2015 other in included or $795,000 fees local-government were these services for Audit-related exchange for in fees provided assistance Young’s 10-Q, & Form Ernst on fees. reports consultations. for Audit-related reporting, accounting exchange financial and in over internationally provided control services required internal The audits of 2014. statutory audit in offerings, the $9,134,000 debt including and public 2015 audit, with in annual $9,096,000 our were were Fees fees Audit these below: Young’s described & are Ernst company fees. the Audit to date, Young this & of Ernst as by that, provided indicated services have for they fees the so; The at do questions, to appropriate desire to they respond if to statement available a make be not. to to do and opportunity they present, the be have to They the expected meeting. appointment, are annual the Young firm. ratify & accounting not Ernst public do of registered stockholders Representatives independent the If another Consequently, Young. appoint the investors. & should as its Ernst it serve and of whether to company appointment consider Young the the will & of ratify Committee Ernst interest to Audit of best stockholders retention the the continued in asks the is board firm that the believe accounting board public rules. the registered partner. SEC and independent audit with Committee company’s lead accordance Audit in the the role, of of that selection members in the The years into consecutive input five direct than have more management no and serves Chair engagement Committee TI Audit the The on partner annual audit the lead for whether firm. The firm considers another accounting periodically by Committee public conducted Audit registered be the independent should company’s independence, statements the auditor financial as TI’s continuing serve of assure to to audit firm order predecessor In a years. TI’s or 60 be Young over to & LLP Ernst Young engaged & has Ernst TI appointed has oversight Committee and Audit 2016. retention The for compensation, firm. firm appointment, accounting accounting the public public for registered registered responsibility independent independent and TI’s authority of the work has the board of the firm of accounting Committee Audit public The registered independent of appointment ratify to Proposal SEC. the with filing audited for the 2015 that for directors 10-K of Form on board report the to annual recommended company’s committee the the in above, included to be referred statements discussions financial and review the on Based ap .Bb,J. hi akA ln ae .CakRt .Simmons J. Ruth Clark F. Janet Blinn A. Mark Chair Jr., Babb, W. Ralph EA NTUET 06POYSAEET41 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS

PROXY STATEMENT s ’ ntment of Ernst & Young LLP as the company i on of the appo i . cat i f i – Awards are generally subject to double-trigger change-in-control terms, under – No repricing of stock options or SARs is permitted, except to adjust the exercise – The exercise price of stock options and SARs shall be no lower than the fair rm for 2016 i – Shares tendered by grantees to pay the exercise price of a stock option or stock ng f i – The Share Reserve is not automatically replenished. c account i – The 2009 Plan does not provide for automatic grants to any individual. – The 2009 Plan does not provide for tax gross-ups to any individual, whether in connection with a stered publ i rectors recommends a vote FOR rat i change in control or otherwise. No liberal share counting provision appreciation right (“SAR”) or satisfyNo tax automatic obligations grants are not addedNo back discounted into stock the options Share or Reserve. market SARs value of Shares ongranted the by date a of company grant that (otherNo we than repricing acquire). substitute of awards stock if options weprice or assume due SARs or to replace a outstanding stock awards Double-trigger split, change-in-control corporate terms restructuring or similarwhich event. full vesting of thetermination award if would it be occurred triggered within notNo 24 by tax months a gross-ups after change such in event. control of the company, but rather by employment No “evergreen” provision 2009 Plan (the “Share Reserve”) by 40,000,000 Shares; and • • • • • • • • an increase in the number of shares• of TI common an stock extension (“Shares”) of authorized the for period issuance during pursuant which to awards awards may under be the granted under the 2009 Plan (the “Term”) to April 21, 2026. ndependent reg 42 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT We consider the 2009 Plan toawards be at a competitive vital levels element is of inrequested our the increase employee best in compensation interest the program of Share and the Reservebelieve believe company and the that and extension Share the stockholders. of Reserve continued If the will ability stockholders Term thenyears, to approve will be assuming grant the become sufficient historical proposal, effective to grant the on enable and the us forfeitureApril date to levels 21, of make and 2026, stockholder awards recent to approval. under market give We the prices us 2009 of the Plan Shares. flexibility for The to approximately Term use the is the next proposed 2009 three to Plan be throughout extended that to period if our granting activity is less than we anticipate. Stockholders approved the 2009 Planfor in purposes April of 2009 certain and performance-based reapprovedremaining awards. in Share Without April Reserve taking 2014 under account the the of performanceReserve, 2009 the goals please Plan proposed identified see as increase in the of in the first January the 2009 table 31, Share Plan on 2016, Reserve, page is the 43. 18,464,864 Shares. For more details on the Share The 2009 Plan reflects responsible equity compensation practices. These include: The 2009 Plan is intendedthem to to enhance acquire the a company’s proprietary abilitywhich interest to we in attract may the and grant growth retain equity and qualified awards performance individuals to of as employees. the employees Non-employee company. and directors The encourage are 2009 not Plan eligible is for our awards only under active the plan 2009 under Plan. The board asks stockholders toprovide approve for amending the the following: Texas Instruments 2009 Long-Term Incentive Plan (the “2009 Plan”) to The board has approved thesethe amendments board to believes the these 2009 amendments Planapproved. are subject in to the approval best of interest stockholders. of For the the company reasons and stated stockholders below, and urges that this proposal be Proposal to approve amendmentIncentive of Plan the Texas Instruments 2009 Long-Term i The board of d The Audit Committee or its Chair pre-approved all services provided by Ernst & Young during 2015. In order to respond toCommittee, time-sensitive the requests committee for has services delegated thatmanagement may pre-approval its arise authority responsibilities between to to regularly its pre-approve scheduled Chairseeks services). meetings (the ratification The Audit of of Chair the Committee such reports Audit does decisions pre-approval not at decisions delegate the to to Audit the Committee’s Audit next Committee scheduled and meeting.

PROXY STATEMENT 4 fteeottnigaad,a grgt f68706Sae ol eoeaalbeudrte20 lni h awards the if Plan 2009 the under available become would Shares 6,837,006 of aggregate an awards, outstanding these Of (4) Texas Plan, Incentive Long-Term 2000 Instruments Texas units. Plan, stock Incentive restricted Long-Term are Instruments awards Texas full-value the outstanding of All Consists outstanding. awards stock restricted (3) no has company The SARs. no (2) granted has company The options stock (1) outstanding all of life options contractual stock remaining outstanding average all Weighted of price exercise average Weighted 2016: 31, January of as plans company’s the under awards outstanding concerning information 1,008,975,790 forth the sets of table percent following 4 The approximately are Reserve Share 2016. the 31, (ESPP). to January Plan add of Purchase to as Stock proposing outstanding 2014 are Shares Employees we TI that stockholder-approved Shares the 40,000,000 exclude The below tables the Director and 2009 table Instruments This Texas the of term (2) The company. the of directors non-employee are participants Eligible (1) compensation equity company’s the of each under awards future for 2016: available 31, Shares January of of number as the plans forth sets table following The dilution and flexibility usage our event, share that regarding Share In Information current above. limited. the described severely believe assumptions be We the may may grant. on levels we for year competitive and available one at 2019, remain next awards 16, Shares the equity April extent approximately make through the for to effect to only in then, enough remain until be will plan will Plan the Reserve 2009 under the awards amendments, make proposed to the continue approve not do stockholders If oa 2 960634,0,0 59,660,693 outstanding Shares of percentage a as awards outstanding underlying Shares Total 58,464,864 awards outstanding underlying Shares Total (2) units 40,000,000 stock restricted outstanding underlying Shares (1) options stock outstanding underlying Shares 40,000,000 19,660,693 18,464,864 (2) Total (1) Plan Compensation Director 2009 Instruments Texas Plan 2009 eecneldo emntd sdsrbdudrSmayo h 09Pa below. Plan 2009 the of Summary under described as terminated, or cancelled were these of Each Directors. for Plan activity. Unit granting Stock future Restricted to Texas Instruments closed Plan, Texas is Award and plans Incentive Plan 2009 Compensation Corporation Director Semiconductor 2003 National Instruments Plan, Incentive Long-Term 2003 Instruments 2019. 16, April on expires Plan”) “Director (the Plan Compensation vial o Future for Available EA NTUET 06POYSAEET43 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS ,9,2 1,195,829 — 1,195,829 Awards 1404771537127479,324,794 13,332,143 7,122,754 65,992,651 182,734 771,573 6,940,020 132,614 71,430,467 638,959 13,016,795 58,413,672 09Pa ietrPa l te ln 3()Total (3)(4) Plans Other All Plan Director Plan 2009 %Ls hn1 %8% 1% 1% than Less 7% ...... euse nTi Proposal This in Requested diinlShares Additional ...... $40.12 .7years 7.07 wrsI hsPooa is Proposal This If Awards oa vial o Future for Available Total Approved

PROXY STATEMENT award cancellations and forfeitures during the year, by (b) the number of Sharesnumber outstanding of at Shares year-end. outstanding at year-end. future awards, by (c) the number of Shares outstanding, in each case at year-end. MetricDilution (1)Burn rate (2)Overhang (3) 2015 1.3% 1.4% 2014 10.4% 1.4% 1.6% 11.6% 2013 1.3% 1.7% 13.5% Average 1.3% 11.8% 1.6% (1) Calculated by dividing (a) the number of Shares underlying(2) awards granted to all Calculated recipients by during dividing the (a) year, the minus number of Shares underlying(3) awards granted during the Calculated year by to dividing all the recipients sum by of (b) (a) the the number of Shares underlying outstanding awards and (b) Shares available for 44 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT Under the 2009 Plan, noany individual calendar may year. receive In stock any optionsSARs) calendar and intended year, SARs, to no considered qualify individual together, as may foror, performance-based be more if compensation granted than denominated under awards 4,000,000 in Section under Shares Shares, 162(m) the in 4,000,000 that 2009 Shares. exceed, Plan in (other the than aggregate, stock $5,000,000 options or Except in the case ofSARs Substitute and Awards, similar and stock-based except awards aspurchase under a price the result (or 2009 of equivalent) Plan a of with corporateoption less an adjustment or than exercise event award. 100% or described Determinations of a above, of the purchase stockestablished fair fair price options, by market market will the value value not Committee. under of have the the an 2009 stock exercise Plan on or are the a made date in the accordance Committee with grants methods the or stock procedures The number of Shares currentlystockholders authorized to for increase issuance by under 40,000,000 theterm Shares 2009 incentive in Plan plan this is that proposal), 75,000,000 are plus Sharesadjusted not Shares (which in issued subject we the due to are case to any requesting of cancellation awardunderlying a made or awards dividend under forfeiture that or a of the other previous the company distribution, long- award.the makes recapitalization, The company in stock number acquires assumption split, of (“Substitute of, or authorized Awards”) or other Shares do in corporate may not substitution event be count for, or against awards transaction. the previously Shares Shares granted authorized by for a issuance company under that the 2009 Plan. Employees of the company and2016, its we subsidiaries have and approximately affiliates 30,000 areexecutive employees eligible officers. who to Substitute are receive awards eligible awards may to underprovides be be the that made considered 2009 awards in for Plan. may case awards As be of under ofindependent granted acquisitions the January contractor to and 2009 31, of independent business Plan, the combinations. contractors, including company no While 10 Directors or award the who any has 2009 are subsidiary been Plan not or granted also employees affiliate, under of and the the none 2009 company will Plan are be to not granted an eligible in to the receive future awards under under the the 2009 2009 Plan. Plan. The Compensation Committee of TI’sexclusively board of of (1) directors independent (the directors “Committee”)described within administers in the the Section meaning 2009 162(m) Plan. of of The theeligible the Committee rules grantees Internal of consists under Revenue The the Code NASDAQ 2009 (the Stockapplicable. Plan “Code”). Market and The and determine Committee (2) the has outside terms, the directors timing, sole as transferability discretion and to method grant of awards exercise to of awards, as The 2009 Plan provides forunits, the (3) grant performance of units the and followingcommon (4) types stock other of of awards awards: the (including (1) company. SARs) stock valued options, in (2) whole restricted or stock in and part restricted by stock reference to or otherwise based on Summary of the 2009 Plan The 2009 Plan is attached as Appendix B. The summary below is qualified in its entirety by reference to the text of the 2009 Plan. The table below shows netfiscal annual years. dilution The and only other active metrics plan concerning for equity granting grants equity under awards the to company’s employees plans during for this the period last was three the 2009 Plan.

PROXY STATEMENT xeso h armre au ftesoka h ieo xrieoe h tc pinpiewudb nie ficm for income of item an be would price any option options, stock stock the incentive over of exercise case of above, the tax. time described In minimum the period Code. alternative at holding that the stock participant’s stock required of the the of the provisions of of disposes of applicable value purposes (b) end by market or the limited fair option, to is the if stock prior deduction of income, incentive option tax excess ordinary an stock such of not incentive extent amount is an the the that of to the to option exercise except employment on equal stock the and stock purposes a to income the tax exercises pursuant of of income (a) acquired value federal withholding who was market for to participant fair subject deduction a generally the is a by will of generally to recognized above any, income entitled any, noted if ordinary be conditions excess, Such should the the price. company with of option The option comply amount stock taxes. stock not the the a does in over receives who exercise exercise be who or of of may participant option time date which of a stock the profit transfer contrast, incentive at any the In an income treat after gain. not ordinary to year capital is recognize purposes one long-term that tax or a Plan three income grant as 2009 within federal of Shares the or for date the under during entitled the of option be of disposition stock years will the of the two participant upon receipt exercises within the recognized the participant Shares participant, upon a the the Code if of to the option, dispose Shares under stock not the income incentive does no an and recognize of employment will case of participant the months a In foreign that award. or advised option state has stock municipality, company any any the of for laws Counsel tax options: the Stock include not does It laws. resides. tax participant federal the U.S. which the in to country limited is summary following The was 2016, 29, January matters on Tax Shares of price closing The units). stock Plan. 2009 restricted 2,314,998 the were and under group Shares awards of a 9,969,280 for $52.93. (consisting as for eligible for Shares employees options not eligibility 2,183,071 officer stock are their for non-executive of directors of awards and (consisting Non-employee virtue granted units), Shares by were stock 12,284,278 proposal group restricted for this a 343,909 awards plan- in as and granted of interest officers Shares grants an executive 1,839,162 the have the for and, in may 2015, options Committee forth officers In stock the set executive Plan. of as The 2009 amounts discretion awards 30. the or the granted page under benefits to were on awards The subject officers table Plan. be executive 2015 2009 to named in the continue the awards under Plan 2015, based receive 2009 In may the determinable. individual under not any future are benefits the accordingly, of in types receive the will to individuals change that any proposing not are We adjustment corporate benefits a plan upon New stockholder except However, awards time. for any available of at Shares board plan of The the number 2019. of the 16, portion in above. April any increase described after or any event Plan Plan for 2009 2009 obtained the the be under terminate must granted or approval be discontinue may alter, awards amend, no may issuance approved, directors the is until amendment issued proposed be the not Unless will involuntary Shares grantee’s the of issuance, the 409A after accelerated agreement). Section to practicable award by as apply the penalty soon would in or as penalty specified tax issued or date additional be tax any without will additional and permitted units if exercisable extent stock (or or and the restricted termination agreement vested to underlying award fully (ii) Shares the become and the in will lapse Code, contrary grantee will the 24 the the awards within to by the company provided held to the specifically awards applicable with unless (i) restrictions employment then Committee, from company, the terminated the by involuntarily of determined is control otherwise grantee in return. a change stockholder if a total 2009, after or after months growth; made revenue awards on assets; to return net respect assets; on With on return return capital; profit; invested margin; operating on profit employee; return gross per equity; earnings profit; revenue common taxes; gross net on income flow; income; return cash before net capital; Committee’s free earnings share; the share; time; market in per cycle yield; applied, earnings flow; process as cash amortization; manufacturing criteria companies: and business other depreciation be following to taxes, will the relative income 162(m) of or before Section more basis under or absolute compensation one an performance-based on on as based discretion, qualify goals to performance i EA NTUET 06POYSAEET45 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS

PROXY STATEMENT es i t i lable i ty i ng i on Plans i (c) ng Ava es reflected i i t n i Issuance i for Future (exclud under Equ n column (a)) i secur Compensat Rema Number of Secur ng ce of i i ons, i ghts (b) ghted- i i se Pr i R Average Opt We Outstand Warrants and Exerc ng i es i t i se of i ons, i ghts (a) i R Opt Secur Number of 5,532,651 (4) $ 37.45 (2) 0 Exerc Outstand Warrants and 73,345,004 (5) $ 37.50 70,481,353 67,812,353 (1) $ 37.51 (2) 70,481,353 (3) to be Issued Upon ...... bed above i ve Plan as descr i rectors recommends a vote “FOR” the proposal to approve amendment of the Texas Instruments 2009 i ...... Director Plan”), the Texas Instrumentsapproved 2009 plans, Long-Term the Incentive Texas Plan Instruments (the2014 2009 “2009 Stock Director LTIP”) Purchase Compensation and Plan predecessor Plan (the stockholder- (theof “2014 “2009 outstanding ESPP”). Director Also awards Plan”) includes granted and 5,989 under theNational shares the TI stockholders. of National Employees TI The Semiconductor common company Corporation stock assumed 2009 to the Incentive be awards Award issued in Plan, upon connection a settlement with plan its approved acquisition by ofcommon National. stock on a one-for-oneaverage basis. exercise Accordingly, price. such units have been excluded for purposes of computing the weighted- 31,373,830 shares remain available forfuture future issuance issuance under under the the 2009 2009form Director LTIP of Plan. and restricted Under 1,447,315 stock the shares units, 2009 remain options LTIP available or and for other the stock-based 2009 awards Director such Plan, as shares restricted maywas stock. be replaced granted by in the the 2009Only LTIP, non-management which employees was were approved eligible byof to stockholders. shares receive No in awards further the under grants form the mayadministered of be 2003 by restricted LTIP. made a stock under The committee units, 2003 the of options LTIP 2003eligible independent or authorized LTIP. participants other directors the one stock-based (the grant or awards Committee). more such Theawards equity as Committee made awards restricted had through and stock. the assumption The to sole of, plan determine discretionand or is the to except in number grant as substitution or to a for, amount result outstanding ofof of awards any any an previously award. stock adjustment granted Except appreciation event by in right, such an theaward and as acquired case under the a company, of the stock purchase 2003 split, price LTIP the ofeffective could exercise any date not price security of be under that the less any could grant than stock be of 100 option, purchased the percent the under option, of grant anyAlso right the price other includes or fair stock-based shares award. market to value be ofInstruments issued the Restricted under stock Stock the or Unit Texas other Plan Instruments securityPlan for Directors on (which Directors. Deferred the was These Compensation replaced plans Plan by were and the replaced the 2009 by Texas Director the Plan), stockholder-approved and 2003 no Director further grants may be made under them. 46 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT (1) Includes shares of TI common stock to be issued under the Texas Instruments 2003 Director Compensation Plan (the “2003 (2) Restricted stock units and stock units credited to directors’ deferred compensation accounts are(3) settled in shares of TI Shares of TI common stock available for future issuance under the 2009 LTIP, the 2009 Director Plan and(4) the 2014 ESPP. Includes shares to be issued under the Texas Instruments 2003 Long-Term Incentive Plan (the “2003 LTIP”). The 2003 LTIP Total Plan Category Equity compensation plans approved by security holders The following table sets forth information about the company’s equity compensation plans as of December 31, 2015: Equity compensation plan information Long-Term Incent Equity compensation plans not approved by security holders The board of d Restricted stock units: Counsel forreceipt the of company an has unvested advised restricted thatordinary stock a income unit participant in award. will the Upon recognize year the nogenerally of settlement income is receipt of under subject in a the to an restricted Code withholding amount stock uponon of equal unit the the income to award, difference and the participants between employment fair will the taxes. market recognize The sale Upon value company price the of should and any sale be the of Shares entitled fair received. anyby to market Shares Such the a value received, ordinary participant deduction on any income on for the gain the federal date or determination income of loss, date, tax settlement, based except purposes will to equal be the to taxed extent the as such amount capital deduction of gain is ordinary or limited income loss. by recognized applicable provisions of the Code.

PROXY STATEMENT 6 Iudrtnsta lcRc,Ic a oevtn oe o 97806adsl ipstv oe o l fteeshares. these of all for power dispositive sole and 49,708,006 for power voting sole has all Inc. for BlackRock, power that dispositive understands sole TI and 7,185,153 for power (6) voting sole has Company and Management 66,482,987 PRIMECAP for that power understands dispositive TI sole 1,903,877, for power (5) voting sole has Group Vanguard acting The CRMC that of understands result TI a as shares these of (4) owner beneficial the be to deemed is Investors World Capital of that result understands a TI as shares these of owner (3) beneficial the be to deemed is Investors Global Research Capital that understands (CRMC). TI Company Management and Research (2) Capital of division A (1) 91101 CA Pasadena, #400 Ave., Lake South 225 Company Management PRIMECAP 10055 NY York, New 52 East 55 Inc. BlackRock, 19355 PA Malvern, Blvd. Vanguard 100 Group Vanguard The 90071 CA Angeles, Los Street Hope South 333 (1) Investors World Capital 90071 CA Angeles, Los Street Hope South 333 (1) Investors Global Research Capital them. of dispose Address or and shares shares. Name those same stock vote the common either own the to beneficially of right to percent the considered 5 have be than they may more if person of shares one ownership own” than beneficial “beneficially More reported generally have Persons who company. persons the only of the shows table following The vote one owners has beneficial stock certain common of of holder ownership Each stock Security meeting. common the TI 2016, at of 22, vote shares February to 1,005,257,723 on 2016, entitled business 22, stock of February capital held. close of of share the As class each at meeting. only for stock the the common of is the This adjournment of any outstanding. record or were of meeting holders the meeting, at annual vote of may notice the in stated As securities Voting information Additional issuance for shares 16,055,542 options, of grants outstanding of exercise upon issuance for shares 56,773,983 Includes (5) fteeshares. these of shares. these of 2,020,512 for power dispositive shared dispositive sole and power voting sole has Investors World Capital shares. companies. these investment for various power to advisor investment an as sole has Investors shares. Global these Research for Capital power companies. voting investment sole various and to power advisor dispositive investment an as acting CRMC 142,913 and ESPP 2014 the accounts. under compensation issuance deferred for directors’ shares of 372,566 settlement units, in stock issuance restricted for of shares grants outstanding of vesting upon nd Street ...... EA NTUET 06POYSAEET47 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS eebr3,2015 31, December hrsOndat Owned Shares 44396()5.39% (6) 54,483,936 5.81% (5) 58,798,732 6.78% (3) 68,528,496 8.71% (2) 88,088,517 85349()6.77% (4) 68,503,499 fClass of Percent

PROXY STATEMENT on i ted i Percent of Class Shares Cred to Deferred Accounts (b) Compensat 2,762 * 64,196 * 77,323 * 48,331 * 75,51920,487 * * 14,904 * 92,679 * 2015 116,684981,368 * 666,405572,970477,828 * * * * 135,749 * 141,043 * (a) 2,000 762 4,303,565 * RSUs 10,338,972 1.02% December 31, n Shares) i Shares Owned at ( ted to i 401(k) Shares Account Cred nable i 8,783 — 6,121 5,583 8,783 — 6,121 — 42,00270,002 — — 15,14670,00232,000 31,810 17,371 42,00212,435 — 39,231 —70,002 — 12,259 — 10,259 19,859 40,601 — 31,146 4,072 1,575 22,646 20,615 9,044 63,002 — 25,146 1,392 n 60 Days i Shares th Obta i 3,223,774 13,113 655,313 — w ...... — — ...... director’s termination of service providedretirement he age or for she directors. has RSUs servedanniversary granted at of after least the 2006 eight grant are years date. settled or in has TI reached common the stock company’s generally upon the fourth ...... (a) The non-employee directors’ RSUs granted before 2007 are settled in TI common stock generally upon the (b) The shares in deferred compensation accounts are issued following the director’s termination of service...... rectors i M. A. Blinn D. A. Carp J. F. Clark R. E. Sanchez W. R. Sanders R. J. Simmons R. K. Templeton C. T. Whitman R. W. Babb, Jr. D C.S.Cox...... R. Kirk P. H. Patsley rectors (1) i 48 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT (1) Included in the shares owned shown above are: R. K. Templeton C. T. Whitman Management (2) K. P. March B. T. Crutcher S. A. Anderson K. J. Ritchie All executive officers and directors as a group (3) R. J. Simmons W. R. Sanders M. A. Blinn D. A. Carp P. H. Patsley R. E. Sanchez R. W. Babb, Jr. D Name J. F. Clark C.S.Cox...... R. Kirk The following table shows theexecutive beneficial officers ownership and of directors TI as commonobtainable a stock group. within by Each 60 directors, director days, the shares and namedfootnotes subject named executive to to executive officers the RSUs officer and table) and has all and shares solemember sole credited voting if investment to power a power deferred (except director with compensation for or respect accounts shares of executive to as TI officer the detailed common has shares in stock. disclaimed owned. the beneficial The ownership. table No excludes director shares or held executive by officer a has family pledged shares Security ownership of directors and management

PROXY STATEMENT eainhp(nldn n netdeso urne fidbens)o n eiso iia rnatoso arrangements. or or transactions arrangement similar transaction, of series financial any any or to, indebtedness) limited of not is guarantee but or includes, indebtedness transaction any person (including related relationship a that holder. specifies percent policy 5 The employee) or or officer mother-in- tenant executive a sibling, director, than spouse, TI (other stepparent, a person parent, of any stepchild, household or child, the sister-in-law any sharing brother-in-law, is Member” daughter-in-law, Family son-in-law, “Immediate father-in-law, an law, policy, the of purposes For interest: indirect or direct a have and will year; or fiscal has a person”) in “related $100,000 (a exceed following to the expected of participant; is Any a or exceeds be will involved or amount is The 3. subsidiary TI any or TI 2. to applies policy 1. The executive transaction. and person directors TI related related any that written states with a policy connection have The in which: we directors. below in and interest, of specified transactions directors of board approvals TI conflict the the to a by obtain related create approved should persons to been officers with appearing has or or that TI creating policy of of transaction officers risk person executive heightened and a directors present with officers transactions executive company that believe we Because transactions person Related Includes: (3) are: above shown owned shares the in Included (2) c nett nwihsmoelse n()o b bv a ecn rgetronrhpitrs,b hc someone which by interest, ownership greater or percent 5 a has above (b) or (a) in listed someone which in entity An such of Member Family (c) Immediate an or TI officer; of executive stock or common director the a of of percent Member 5 Family than Immediate more an owning or stockholder officer, A executive or director TI (b) A (a) deferred in and shares 33; accounts; and compensation 13 deferred pages directors’ see non-employee please certain RSUs, to these credited of shares terms 140,245 the for awards; RSU to (d) subject shares 2,187,594 accounts; 401(k) (c) to credited shares 34,470 days; 60 within (b) obtainable shares 7,118,461 (a) Ritchie J. K. Anderson A. S. Crutcher T. B. March P. K. Execut itdi a r()i mlyd ro hc oen itdi a r()i ietr rnia rpartner. or principal director, a is (b) or (a) in listed someone which of or employed, stock is TI (b) in or interest (a) or ownership in 13G an listed Form having the as in stockholder or designated percent holder”); entity 5 percent or the “5 person by a any regulations collectively, person, and or natural rules (individually a SEC not the is under stockholder filed percent 13D 5 the if or, stockholder, service. of termination director’s a following issued are accounts compensation i eOff ve i cer ...... EA NTUET 06POYSAEET49 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS w i Obta th 7,1 199,258 339,515 — — 373,712 326,564 6,5 207,442 — 155,648 269,553 2,114 626,202 Shares i 0Days 60 n i nable Cred Account Shares 401(k) i e to ted ( i Shares) n RSUs

PROXY STATEMENT : red by i Approval requ G&SR Committee G&SR Committee Chief Compliance Officer in consultation with the Chair of the G&SR Committee : ng i nvolv i 50 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT The solicitation is made onbrokerage behalf houses of and our other board custodians, ofmaterials nominees directors. to and TI you fiduciaries will if for pay you reasonable the are expenses cost a they of beneficial incur soliciting holder in these of sending proxies. our We these shares. will proxy reimburse Cost of solicitation Compensation committee interlocks and insider participation During 2015, Messrs. Carp andmember Sanchez (i) and was Mses. an Patsley officer andthe or Whitman SEC’s employee served rules of on governing TI, the (ii) disclosure Compensationas was of Committee. a formerly related No director an person committee or officer transactions member of (Itemmember of TI 404 of the or of our compensation (iii) Regulation board committee had S-K). of of any No directors another relationship executive or entity, requiring officer a one of disclosure member of TI under of whose served the directors Compensation or Committee. executive officers served as a During 2015, two family membersPresident) of was executive employed officers in were our employedCounsel) facilities by was organization, the employed company. and in The the our son spouseinvolved finance of of in organization R. Cynthia any until Gregory Hoff decisions Delagi his Trochu regarding (Senior retirement (Seniorconsistent their Vice in Vice with family August President that member’s 2015. and of employment Neither General similarly at Mr.company’s situated TI, Delagi related employees. and nor person These the Ms. transactions transactions compensation Trochu policy have of was described been both above. reviewed family and members ratified was in accordance with the The chief compliance officer willtransaction provide brought periodic to reports the to attention thenot of committee approved the on pursuant chief related to compliance person the officer transactions. process or Any set of related forth which person above the shall chief be compliance terminated officer as becomes soon aware as that practicable. is No related person arrangement willcompany be and approved its unless stockholders, it as is the determined approving to body be or in, persons or shall not determine inconsistent in with, good the faith. best interests of the The approving body or personsbut will not consider limited all to: of the theother benefits relevant sources to facts for the and comparable company circumstances products of availableor or the to to services; arrangement; them, employees the the including generally. terms impact (if of The on applicable) result the primary a of arrangement; consideration director’s undue and is independence; influence whether the the from terms the availabilitydecisions the available transaction of or related to between actions person unrelated TI of or third and the (b) parties thethat director could related may or adversely person come executive influence (a) in officer or was conflict in appear the with meeting to responsibilities TI adversely to responsibilities influence TI. or the create judgment, obligations to other organizations No member of the G&SRany Committee of will his participate or in her the Immediate consideration Family of Members a is related the person related arrangement person. in which such member or Chair of the G&SR Committee,or chief her compliance Immediate officer, Family any Members, ofthe or his foregoing an entity has a in 5 which percent any or of greater ownership interest Any other director or executiveMember officer, of an such Immediate person, Family orforegoing an has entity a in 5 which percent any or of greater the ownership interest A 5 percent holder G&SR Committee Arrangement Executive officer who is alsoImmediate a Family member Member of of the such TIany person, board, of or an the an foregoing entity has ininterest a which 5 percent or greater ownership The required approvals are as follows:

PROXY STATEMENT hre rmtlpoecmaisadItre cespoies htms ebreb h stockholder. usage the as by such borne access, be electronic must with that associated providers, costs access be Internet may and there companies that telephone understand from are should charges options Internet which the see via to voting record Stockholders of holder other and or stockholders offer broker registered banks bank, to and your firms provided by you. program brokerage forwarded to of the information available from number the A differ Check may bank. participants. programs or plan These firm benefit options. brokerage a voting of Internet name and the telephone in registered shares Inc., with Solutions, Stockholders Financial Broadridge counsel through by law. advised available applicable made been of has been requirements TI have the properly. which with give recorded procedures, consistent to been voting are stockholders have Internet allow instructions and to stockholders’ telephone identities, that the stockholders’ confirm that authenticate to to and designed instructions are voting procedures their 690-6903 voting (800) Internet calling www.proxyvote.com. and by at telephone telephonically Internet The vote the may via plan or benefit toll-free) TI only, a Canada (TI’s in and Computershare shares U.S. with own the directly beneficially (within registered who shares participants with and Stockholders agent) participants. transfer plan benefit and stockholders Registered voting all that Internet believes and company officers. Telephone The executive company. and the directors of to its securities officers, by equity executive filed certain and timely of directors were company’s ownership 2015 the beneficial during including regarding reports persons, SEC certain the requires with Act reports Exchange file Securities the of 16(a) Section been have compliance instructions reporting voting ownership which for beneficial are plans 16(a) instructions the Section voting in no shares which the law. for as by plans proportions required savings same otherwise the 401(k) the unless under TI in date held the voted that stock by be by TI held will received voting shares 2016, meeting. of TI 18, purpose annual received. April of the is by for notice direction received fiduciaries” the voting “named in no as described which voting designated manner for the are the plans on plans in trustee the 2016, the 18, under instruct April participants trustee to by Additionally, The wish so plans. fiduciary” you do “named these If should a under instructions. you are accounts your accounts, you your with your Plan, to accordance for Savings allocable in held 401(k) shares shares shares TI of your of the voting vote or the will Plan, direct plan Savings to your 401(k) entitled administering and are Contribution and TI plans the the in under participant a are you If process board. the the through contacting Benefitplanvoting than on rather information manner for to this 8 resort in page to views see having your Please without present proposals. level you stockholder board prefers formal the board of from at the correspondence access Generally, reviews given proposals. TI’s Committee thereby stockholder by G&SR are formal considered the Stockholders carefully review, responses. be appropriate management’s will receive and and suggestions stockholders welcome your are that proxy 2017. business ensure company’s 21, company’s To the January the management. in before concerning proposal or stockholders the on from of by-laws, suggestions inclusion company’s All seek the not with (but accordance meeting in annual notice, 2017 your the receive at must TI proposal we 12500 a material), Incorporated, submit Instruments to with Texas wish accordance to: you in sent If notice, be your to receive are Secretary. must Proposals Attn: we 2016. 75243, material, 9, TX proxy November Dallas, 2017 before 8658, TI’s or MS in on Boulevard, inclusion SEC, possible the for of proposal rules a the submit to wish you If solicitation 2017 the for in assist proposals to Stockholder Inc. Georgeson expenses. hired out-of-pocket or also plus fax have $12,000 telephone, We of by received. cost personally, promptly a proxies not at solicit are proxies may proxies of TI if of stockholders employees some regular from and e-mail, officials compensation, additional receiving Without EA NTUET 06POYSAEET51 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS

PROXY STATEMENT . Box . O . l 21, 2016 i . ons, P i com . proxyvote . ng to be held on Apr i www s Annual Report on Form 10-K for the : ’ ng to Investor Relat i t i ble at i thout charge by wr i Sincerely, Cynthia Hoff Trochu Senior Vice President, Secretary and General Counsel als for the Stockholder Meet n a copy of the company i i th the SEC w i s 2015 annual report are access ’ led w i Our Form 10-K is also available in the “Investor Relations” section of our website at ty of Proxy Mater . i l i You may also obta lab i ng the Ava i ce Regard i s 2016 proxy statement and the company i 52 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT Th The company’s Annual Report to2015, Stockholders, accompanies which this contains Proxy consolidated Statement. financial statements for the year ended December 31, year ended December 31, 2015, that was f 660199, MS 8657, Dallas, TX 75266-0199 www.TI.com. Notice regarding forward-looking statements This proxy statement includes forward-lookingPrivate statements Securities intended Litigation to Reform qualify Act forspending of the levels 1995. safe and Statements harbor potential herein from for that liabilityforward-looking growth, describe established statements improved TI’s by are profit business the subject strategy, margins to plans, andmaterially certain goals, cash from risks generation future those and capital are in uncertainties forward-looking forward-looking that statements.discussion statements. could All in For cause such Item a actual 1A detailed results of discussion andincluded our of amounts in annual the to this report risks differ proxy on and statement Form uncertainties,forward-looking are 10-K see statements made for the to only the Risk reflect as year factors subsequent of ended the events December date or 31, circumstances. of 2015. this The proxy forward-looking statement statements and we undertake no obligation to update the March 9, 2016 Dallas, Texas Important Not As an alternative to receivingto printed receive copies proxy of mailings these electronically. materialswhen To in prompted, request future enroll electronic years, to delivery, we receive please areholding or vote pleased shares access via to through proxy the offer materials a Internet stockholders electronically broker at theinformation or in www.proxyvote.com opportunity for bank future and, each may years. account request After held electronic thedelivery, by delivery meeting please a by date, visit bank visiting stockholders www-us.computershare.com/investor or www.icsdelivery.com/ti or broker. andyou call If entering are TI you a Investor are participant Relations a in at registeredinformation. a 214-479-3773 stockholder TI for and benefit more would information. plan like and If to would request like electronic to request electronic delivery, please call TI Investor Relations for more Electronic delivery of proxy materials and copies of our Form 10-K To reduce the expenses ofdeliver delivering only duplicate one materials, set we of takeaddress proxy advantage unless materials of otherwise (or the requested. one SEC’s If Notice “householding”materials, you of rules you share Internet which may an Availability permit request address of us a with Proxy to Instruments separate another Materials) Incorporated, copy stockholder to at P.O. stockholders and Box no who have 660199, cost share receivedmeetings, MS to an only you 8657, you one may Dallas, by set request TX calling of separate 75266-0199, Investor these multiple materials, Attn: Relations copies, or Investor at by request Relations. 214-479-3773 calling that For or (800) we future by 542-1061 send annual writing or only to writing one Texas to set Investor of Relations materials at to the you address if given you above. are receiving Stockholders sharing the same address

PROXY STATEMENT laeb die htT’ euiyplc obd epn,cmrsadadovdorcrigdvcsisd Ibidns All buildings. TI building. inside the devices into recording entry audio/video upon and search cameras to weapons, subject forbids be policy will security bags TI’s that advised be Please be will assistance requiring Security needs special with Visitors Lobby. North entrance. the Lobby at South visitors the all at for accommodated parking reserved be will There your on be will Instruments Texas to entrance the Parking light, third the building. At the lights. to traffic entrance two North pass the will use You Please Lane. left. Forest on North (East) the right use Turn Please light. airport: traffic Field second Love the From at right your on be will Instruments building. Texas the Lane. to Forest entrance on (West) right Turn Greenville. airport: DFW From Directions information meeting annual other and Directions aeteNrhArotei oI-3E aeI-3Et h revleAeu xt unrgt(ot)on (South) right Turn exit. Avenue Greenville the to IH-635E Take IH-635E. to exit Airport North the Take aeMcigidLn att S7N(eta xrswy.Tae ot n7Nt h oetLn exit. Lane Forest the to 75N on North Travel Expressway). (Central US-75N to East Lane Mockingbird Take EA NTUET 06POYSAEET53 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS

PROXY STATEMENT (This page intentionally left blank.)

TEXAS INSTRUMENTS reCs lwa ecnaeo eeu 0521 03Ttl21 0421 Total 2013 2014 2015 Total 2013 2014 (non-GAAP) flow cash Free 2015 expenditures Capital (GAAP) operations from flow Cash Revenue dollars) Revenue of of (Millions Percentage a as Flow Cash Free table the financial in our reconciled into are measures. cash- insight and GAAP our as measures comparable well liquidity, GAAP directly as our comparable most investors, into the the to insight to to return provide supplemental below to it are available on measures as potentially based non-GAAP to cash ratios These referred of these performance. (also amount and subtracting activities the flow by operating and cash calculated from free capability accordance measure flows believe generating in non-GAAP Cash We prepared a measure, operations). is not GAAP from flow were comparable flow cash that directly Cash Free measures most (GAAP). financial the U.S. are from the These expenditures in flow. Capital principles cash accounting free on accepted based generally ratios with to refers statement proxy This reconciliations Non-GAAP A Appendix ...... EA NTUET 06POYSAEETA-1 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS 3,717 $ 4,268 $ 13,000 $ o er ne eebr31, December Ended Years For (551) ,0 2,972 $ 3,507 $ ,9 3,384 $ 3,892 12,205 $ $ 13,045 $ 35 (412) (385) 01628.6% 10,196 $ 15432.8% 11,544 $ 38,250 $ (1,348) o er Ended Years For eebr31, December ecnaeo Revenue of Percentage 69 24.4% 26.9% 98 27.7% 29.8% 26.7% 30.2%

PROXY STATEMENT (This page intentionally left blank.)

TEXAS INSTRUMENTS esr sdi oncinwt nAaddsrbdb eto 1f hl aetemaigcmol srbdt uhtr by term such performance to a ascribed of commonly definition States. meaning Any the United 2. have the Section shall in this 11(f) practiced in Section as forth by principles set described accounting meanings Award acceptable the an generally have with shall connection terms in following used the measure Plan, the in used As the in 2. interest SECTION proprietary the a of acquire to ability them the encourage enhance Company. to to the and designed of is Long-Term individuals performance 2000 Plan qualified and Company’s This exceptionally growth the thereto. retain to predecessors and plan the attract successor and to a Plan Company as Incentive intended Long-Term is 2003 Plan Plan, Incentive Incentive Long-Term 2009 Instruments Texas The 1. SECTION amendments) proposed show to (marked 2016 21, April PLAN effective amended INCENTIVE As LONG-TERM 2009 INSTRUMENTS TEXAS B Appendix f Cag nCnrl hl ena vn htwl edee ohv occurred: have to deemed be will that activities. event operating an by mean provided shall cash Control” net in mean “Change shall period Company. a the for of Flow” directors (f) “Cash of board the mean shall (e) Award “Board” an evidencing document or (d) instrument other or contract agreement, Stock- written Other any or mean Unit shall Performance Agreement” Unit, which “Award Stock in Restricted entity Stock, any Restricted (ii) of (c) and award Company Option, the any by mean controlled shall is “Award” indirectly, or directly that, (b) entity any (i) mean shall “Affiliate” (a) ii ntedt n esnaqie o a curddrn h 2mnhpro nigo h aeo h most the of date the on ending period 12-month the during acquired has (or acquires Person whose any directors by date period the On 12-month any during replaced (iii) is Board the of members of majority a date the On (ii) fiduciary other or trustee a (2) Subsidiaries, its of any or Company the (1) than other Person, any date the On (i) Agreement Award An Participant. a by acknowledged or executed be form. not, electronic need in but be may, may which Plan, the under granted Plan. Committee. the the under by granted determined Award as Based case either in interest, equity significant a has Company the oa au rvtn oe ftesoko hc sond ietyo niety yaPro hton,drcl or directly owns, that the Person of a percent by 50 indirectly, least or at directly entity, owned, an is of (iv) which or percent of 50 Company; 50 stock least is least the the at which at of of indirectly, of stock indirectly, power stock or outstanding voting the directly the or of owns, of value power that power total voting Person voting or a or the value (iii) value of total Company; total then stockholder the the the Company’s a of by (i) the percent indirectly, to to 50 or transfer respect least directly or with at owned, sale or entity, a for an with such exchange (ii) associated is in stock; liabilities there transfer) outstanding any when asset to the Control the regard of in before assets without Change (immediately before the determined no Company immediately of of, is Company value disposed there the the being However, of means assets assets. assets value the such or the market of to of fair value equal all gross the value of purpose, or market value this Company fair market For gross fair acquisitions. total gross or a total acquisition have the such that of Company percent the 80 from than assets more election; Person) or such appointment by the acquisition of recent date the before Board the of Control; majority the in a of Change by stock a endorsed or the be not of to is power considered election Person voting not or any total is appointment if or Person However, same value Company. market the the fair by of stock total stock the additional the of of than of percent acquisition more power 50 the constitutes voting than Company, Person, total more such or own by value to Company, held market considered the stock fair is of with total the stock together the by of that, of indirectly, ownership Company percent or their the 50 directly as of temporarily owned, proportions stock underwriter corporation same of an a the ownership (3) (4) substantially acquires Affiliates, or in its stock, Company of such the any of of or offering stockholders Company an the to of pursuant plan stock benefit holding employee an under stock holding Definitions. Purpose. EA NTUET 06POYSAEETB-1 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS

PROXY STATEMENT Exchange Act of 1934, as amended; Person acting as a groupCode; as and defined by the Final Treasury Regulations issued under Sectionstatements 409A of of the the Company auditedthe by annual the report Company’s to independent stockholders. auditors and reported to stockholders in (B) “Person” shall have the meaning given in Section 7701(a)(1) of the(C) Code. Person shall include “Subsidiary” more means than any one entity whose assets and net income are included in the consolidated financial Control unless such event alsomeaning constitutes of a Treas. “change Reg. in § control 1.409A-3(i)(5) event” or with any respect successor to provision. the Company within the percent of the total value or voting power of the(A) outstanding stock of the Company. “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Securities (v) Notwithstanding the foregoing, in no case will an event in (i), (ii) or (iii) of this Section 2(f) be treated asdetermined a by Change the in Board, the Compensation Committee designated by the Board shall be the Committeeaccomplish. under the Plan. operations plus 1) provision for income taxes, 2) depreciation expenseextraordinary and items. 3) amortization expense. defined in Section 162(m) ofconnection the with Code the as Award of may thethan be end $1,000,000 deducted of for by the that the taxable taxable Company, year year. and in (ii) which the an recipient amount of relatedsecurities), taxable to the compensation or fair arising of market in more valuefrom of time such to property time determined by by the such Committee. methods or procedures asadditions shall to be property, established plant and equipment. Section 422 of the Code, or any successor provision thereto. exercise of unilateral authority ofexplicit TI request, to where terminate the the Participant Participant’sReg. was services, § willing other 1.409A-1(n)(1) and than or able due any to to successor continue the provision. Participant’s to perform implicit services, or in accordance with Treas. attained by the Company or one or more of itsaverage business defined units, as product the lines sum or of products the during number a of time employees period. Option. at the beginning and ending of the period divided by two. (iv) For purposes of (i), (ii) and (iii) of this Section 2(f), (g) “Code”(h) shall mean the Internal “Committee” Revenue shall Code mean of a 1986, committee as of amended(i) the from Board time designated to by time. the(j) “Company” Board shall to mean administer Texas the Instruments Plan. “Cycle Incorporated, Unless Time” together otherwise shall with mean any the successor(k) actual thereto. time a specific “Earnings process(l) Before relating Income to Taxes” a shall product mean or “Earnings income service Before from of Income continuing the Taxes, operations Company Depreciation plus takes(m) and provision to Amortization” for or income “Earnings “EBITDA” taxes. Per shall Share” mean for income a from period continuing shall(n) mean diluted earnings per “Executive common Group” share shall from mean continuing every operations person before who is expected by the Committee to be both (i)(o) a “covered employee” as “Fair Market Value” shall mean, with respect to any property (including,(p) without limitation, any Shares “Free or Cash other Flow” for a period(q) shall mean net cash “Gross provided(r) Profit” by for operating a activities period of shall continuing(s) “Gross mean operations Profit net less Margin” revenue for less a cost “Incentive period of Stock shall revenue. Option” mean shall Gross mean Profit an(t) divided option by granted net under revenue. Section 6 “Involuntary that Termination” is shall intended mean to a meet Termination the of requirements Employment, of other than for cause, due to the(u) independent “Manufacturing(v) Process Yield” shall mean the “Market good Share” units shall produced mean as the a percent(w) percent of of sales the of total “Net the units Revenue total processed. Per available Employee” market in in a an period industry,(x) shall product mean line net or revenue product “Non-Qualified divided Stock by Option” the shall average mean number an of(y) option employees, granted with under Section “Option” 6 shall that mean is an not Incentive intended Stock to Option be or an a Incentive Non-Qualified Stock Stock Option. B-2 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT

PROXY STATEMENT ETO 3. SECTION d odr fotosadohrtpso wrsgatdb opn curdb h opn rwt hc the which with or Company the by acquired hereunder. company Awards a receive by to granted eligible Awards not of be are types shall employees other Affiliate or and officers an options or part-time of or Company Holders full-time the not to, services are provide who (d) Directors to or by, employment accept (c) to agreed the has to who services individual provides An who individual any and (b) Affiliate, any or Company the by employed is who individual Any (a) stock common on paid dividends and price stock in appreciation the of sum the Affiliates. mean its shall and Return” Company Stockholder the service” “Total include from and “separation mean a (ss) shall incurred “TI” has Participant the which (rr) on date previously the awards mean outstanding shall for, Employment” substitution of in “Termination or of, (qq) assumption in granted Awards mean shall Awards” “Substitute the by (pp) exercise upon receive, to 9 Section to pursuant granted right any mean shall “SAR” or Right” the of Appreciation 409A(2)(b)(i) “Stock Section in (oo) defined (as employee” “specified a is who value. another. employee par to an $1.00 period mean Company, one shall the from Employee” of revenue “Specified stock in common change the (nn) percentage of the shares average mean mean less shall shall assets Growth” (mm)“Shares” total “Revenue average of difference the (ll) by long- divided and income equity net stockholders’ mean of shall sum period the a by for divided Assets” income Net net on if mean “Return amounts, shall less period (kk) equity, a stockholders’ for total Capital” by Invested divided on income “Return net mean shall period equity. (jj) a stockholders’ for by sum Equity” divided the Common income as on net defined “Return mean average shall with period assets, a total for (ii) average Capital” by on divided “Return income net (hh) mean shall period of a each for Shares, Assets” in on denominated “Return is that 7 (gg) Section under granted right contractual a mean shall 7. Unit” Section Stock under selling, “Restricted granted (iii) Share and any expense mean development (ff) shall and Stock” research “Restricted (ii) revenue, of (ee) cost (i) less Plan. revenue Incentive mean Long-Term shall 2009 Profit” Instruments “Operating Texas 8. this Section (dd) mean under shall granted Plan. “Plan” right the any under mean (cc) 10. Award shall Section an Unit” under granted “Performance granted individual right an (bb) any mean mean shall shall “Participant” Award” Stock-Based (aa) “Other (z) opn obnsaeeiil o rn fSbttt wrshereunder. Awards Substitute of grant for eligible are combines Company employment. of commencement of as hereunder Awards for eligible be be to to eligible deemed be shall employee-director, Plan. or the officer under any Award including an contractor, receive independent to an selected as Affiliate any or Company time. of period given a over provision. successor any or 1.409A-1(h) § Reg. Treas. combines. of Company meaning right. the the the which within of with grant or of of Company case date the the the by in on acquired except a Share company price, during one a grant dates of by or which Value granted date right, Market any the Fair or of the exercise price than of grant less date the be the (ii) not on over shall exercise Share Awards, of one Substitute of date Value the Market before Fair period the specified (i) any of or excess 1.409A-1(i) the § Participant, Reg. Treas. with accordance in Committee the by determined provision. as successor period, applicable the for Code) period the of ending and beginning the at liabilities or assets of sum two. the by as divided defined average with liabilities, non-debt debt. term stock. preferred to attributable two. any, by divided period the of ending and beginning higher Agreement. the be Award at may applicable assets percentage the of which and amount value, Plan the such the of of in percentage forth a set (or conditions Share and a terms of the value on the 100%) receive than to right a represents which expense. administrative and general Eligibility. EA NTUET 06POYSAEETB-3 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS

PROXY STATEMENT , that however , provided Shares Available for Awards. Administration. the number of Shares subjectadjustment to with any respect Award to denominated a inmade “stock Shares in right” shall a outstanding always manner under be that the a is Plan, whole intended as number. to defined Any avoid in such the Section imposition 409A of of any the additional Code, tax shall or be penalty under Section 409A. 75,000,000 shares, plus an additionalNotwithstanding 40,000,000 the shares as foregoing approved and by subjectand stockholders to SARs on adjustment under April as the 21, provided Plan 2016. in in Section any 5(e), calendar no year Participant that mayforfeited relate receive or to Options (ii) more any than Award 4,000,000issuance expires Shares. under or the is Plan cancelled shall orpurposes increase, otherwise of to terminated, this the then Section extent the 5(b) of numberCompany awards any of (other and such Shares than options forfeiture, available a granted expiration, for Substitute under cancellationdoubt, Award any or the granted previous termination. number under option For of any or Shares such long-termShares available plan) incentive as for shall plan a issuance be of result under treated the of the asprice the Plan Awards. or net shall For withholding settlement not the of taxes be avoidance relating an increased of of outstanding to by: an an Option (i) Option’s Award; or the exercise. or SAR; withholding (iii) (ii) of the the repurchase delivery of of Shares Shares on to the pay open the exercise market using thetreasury proceeds Shares or of both. property), recapitalization, stock split, reversecombination, stock repurchase split, or reorganization, exchange merger, of consolidation,to Shares split-up, purchase or spin-off, Shares other or securities other ofsuch securities the that of Company, an the issuance adjustment Company, of is or warrantsintended appropriate other or to in similar other be corporate order rights made transaction to available prevent ortype under event dilution of the affects or Shares Plan, the enlargement (or then Shares of other the theaggregate securities Committee benefits or and shall or property) individual equitably potential which limits adjust benefits thereafter specified anyproperty) may in or subject be Section all to made 5(a), of outstanding the (ii) (i) Awards, subject the thedeemed and of number number appropriate, (iii) Awards, and and make the including type provision grant, the of for purchase, Shares a or (or cash exercise other payment price securities, to with cash the respect or holder to of any an Award outstanding or, Award; if as a member or alternatethe member meaning of the of Committee the only rules“outside of during director” The periods as NASDAQ in described Stock which in Market the Section and director 162(m) the is of Company’s (i) the director independent Code. independence within Participants; standards (ii) and determine (ii) the an typeunder or the types Plan; of (iii) Awards determine (includingother the Substitute matters number Awards) are of to to Shares be be to granted(v) calculated be to determine in covered each whether, connection by Participant to with) (or what Awards; withShares, extent, (iv) respect other and determine to securities, under the which other what terms payments, Awards, circumstances and rights,methods or Awards conditions or by other may of which property, be any Awards or settled Award; may canceled, orSection be forfeited exercised 11(g), settled, or in whether, exercised, suspended, cash, to canceled, and what forfeited theother extent, or method property, and suspended; or and under (vi) other what determine, amounts circumstances consistentautomatically payable cash, with or with Shares, at respect other the to securities, election an otherinstrument of Award Awards, or the under agreement holder the relating thereof Plan to, or shallrules or of be and Award the deferred regulations made Committee; either and under, (vii) appoint the interpretincluding such Plan; and adopting agents (viii) administer sub-plans as establish, the and it amend, Plan addenda shall suspend andfacilitate deem for or any compliance appropriate Participants waive with outside for such applicable the the laws; proper Unitedto (ix) administration States comply determine to of with whether achieve the any and favorable Plan, requirement to taxthat of what results the statute extent or Committee or Awards deems regulation; should necessary and comply or (x) or desirable make continue for any the other administration determinationstockholders of and and the take the Plan. any Participants. other action (a) Subject to adjustment as provided in this Section 5, the number of Shares available for issuance(b) under the Plan shall If, be after the effective date of the Plan, (i) any Shares covered by an Award, or to which such an Award relates, are (c) Any(d) Shares underlying Substitute Awards Any shall Shares not delivered be pursuant counted to against an the(e) Award Shares may available consist, for in granting In whole Awards. the or event in that part, any of dividend authorized or and other unissued distribution Shares, (whether of in the form of cash, Shares, other securities, or other (a) The Plan shall be administered by the Committee. The Committee shall be appointed by the Board.(b) A director may serve Subject to the terms of the Plan and applicable law, the Committee shall have full power and authority to: (i) designate (c) All decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, the B-4 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT SECTION 5. SECTION 4.

PROXY STATEMENT ETO 8. SECTION 7. SECTION 6. SECTION b ujc otetrso h ln efrac ntgatdudrtePa i a ednmntdo aal ncash, in payable or denominated be may (i) Plan the under granted Unit Performance a the Plan, as the conditions of and terms terms the with to Participants Subject to Units Performance grant (b) to authorized hereby is Committee The (a) of provision the of cessation or employment of termination upon Committee, the by determined otherwise as Except (d) deem may Committee the as manner such in evidenced be may Plan the under granted Stock Restricted of share Any impose may Committee (c) the as restrictions such to subject be shall Units Stock Restricted and Stock with Restricted Participants of to Shares Units Stock Restricted and (b) Stock Restricted of Awards grant to authorized hereby is Committee The (a) of provisions the with respects all in comply shall Plan the under granted Option Stock Incentive any of the terms and The part, in or whole (e) in exercised be may Option an which at times or time the determine shall years; Committee 10 The exceed not shall but (d) Committee the by fixed be shall Option each of term The Committee; the by (c) determined be shall Option an under Share per this price in purchase described The conditions and terms the (b) with Participants to Options grant to authorized hereby is Committee The (a) muto n amn rtase ob aeprun oayPromneUi hl edtrie yteCommittee. the by determined be shall Unit the Performance and any granted to during Unit pursuant Performance achieved made any be be of to to goals amount transfer performance the or performance the period, payment such Plan, performance any during the any of goals of of amount holder performance terms length the such the the by, of to period, exercisable achievement Subject performance or the establish. any to, upon shall payable part, Committee and in the Committee or as shall the whole periods (ii) by in and determined Unit, property as Performance other valued the or rights of Awards, thereof other holder securities, the other on Stock), confer Restricted limitation, without (including, Plan. Shares the of provisions the with inconsistent not determine shall Committee Shares to respect with restrictions remaining all or any part in or Units. whole Stock be in Restricted shall waive or restriction Company, Stock to the Restricted subject of of case, interests either best in the still, in restriction Units Company; be applicable Stock the the Restricted by during all reacquired reason and and any Stock forfeited for Restricted Committee) of the Shares by all established period, conditions, criteria terms, under the determined to (as referring services legend appropriate certificate such an Plan, bear Stock. the shall Restricted and under such Participant granted to Stock the applicable of Restricted restrictions the name of and In shares the certificates. of in or respect registered certificate in be stock issued shall a is of certificate issuance stock or any registration event in book-entry times, limitation, or without time including, any such appropriate receive at appropriate. to combination deem right in may the or Committee or separately the Stock lapse as Restricted may otherwise, of restrictions or Share which installments a property), such vote or to right right other the or on dividend not limitation case any either limitation, in determine. without conditions, shall (including, and Committee terms the additional as such Plan, with the and of 7 provisions Section the this with in inconsistent described conditions and terms the and Option Stock Incentive an as status. qualify Option the to Stock but continue Incentive thereunder, or maintain promulgated qualify, to regulations will covenant any options no and any makes made. thereto, that been provision representation have successor no to any makes deemed or Company or Code, exercise made the relevant be of the may 422 to thereto Section equal respect other date with or exercise price Awards, the exercise other on the Shares, Value of cash, Market payment limitation, Fair which, without a in having (including, price) forms thereof, or combination law. form any local the or with and property, comply which, or by results methods minimum tax or a favorable method require achieve that to jurisdictions death non-U.S. Participant’s in a regulations following accommodate period date to vesting the term or on longer exercise Share a a for of provide Value may Market Committee Fair the than less be not Option. shall such price of purchase grant such of Plan, Awards, the Substitute of of provisions case the the with inconsistent not case either in determine. conditions, shall and Committee terms the additional as such with and 6 Section efrac Units. Performance Units. Stock Restricted and Stock Restricted Options. EA NTUET 06POYSAEETB-5 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS provided , however htteCmitemy hni id htawie would waiver a that finds it when may, Committee the that , provided provided , however , however ht xetin except that, , htthe that ,

PROXY STATEMENT , that the however , provided , that, if so determined by the Committee, a Participant may, in the manner established by the however General Provisions Applicable to Awards. Other Stock-based Awards. , Stock Appreciation Rights (SARs). Committee, designate a beneficiary ordistributable, beneficiaries with to respect exercise to the any rightsAward, Award of shall upon the be the Participant, exercisable death and during of tolaw, the the receive by Participant’s Participant; any the lifetime (ii) property Participant’s only each guardian by Award,pledged, or the and alienated, legal Participant each attached, representative; or, right or and if under otherwise (iii) permissible any encumbrance encumbered, no under thereof and Award, applicable shall any and be purported no void right pledge,apply and under alienation, to unenforceable any attachment any against such or Award the Award, which Company. mayof has The be an been provisions Award fully of in exercised, this accordance earned paragraph with or shall the paid, not terms as thereof. the casebe may subject be, to and such shall stop notthe transfer preclude rules, orders forfeiture regulations, and and other other restrictionswhich requirements as such the of Shares Committee the or may Securities other deem andthe securities advisable Exchange Committee are under Commission, may then the any cause listed, Plan stock a and or exchangerestrictions. legend any upon or applicable legends Federal, to state be or put foreign on securities any laws, such and certificates“qualified to performance-based make compensation” appropriate for reference purposes toestablished of such formula, Section such 162(m) that of payment, theperformance retention Code period or shall or vesting include periods, of a as the pre- determined Award by is the subject Committee, to of the a achievement level during or a levels, on an absolute basis or relative to applicable law. Award or any award grantedother under Awards, any or other in plan addition ofeither to the at or Company. the in Awards same tandem granted time with in as awards addition or granted to at under or a any in different other tandemsettlement time plan with of from of an the the Award grant Company, may of maylimitation, be such be cash, made other granted Shares, in Awards other such or securities, form awards. in other or a Awards, forms single as or payment the other or Committee property,and transfer, shall or rules in determine any and installments, combination including, procedures or thereof, without established on andprovisions by a may for the deferred be the Committee. basis, made payment Such in or rules eachto crediting and case Awards of in procedures other reasonable accordance may than interest include, with Options on without Sectiondeferred and installment 11(g) limitation, payments. SARs, or the deferred grant payments or or, crediting with of respect dividend only equivalents inalienable, respect saleable of or installment transferable or byprovided a Participant otherwise than by will or by the laws of descent and distribution; Committee may provide for aexercise longer or term vesting to period accommodate following regulations a in Participant’s non-U.S. death. jurisdictions that require a minimum determine not inconsistent with the provisions of the Plan. (e) All certificates for Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall (f) Every Award (other than an Option or SAR) to a member of the Executive Group that the Committee intends to constitute (a) Awards shall be granted for no(b) cash consideration or for Awards such may, minimal in cash the consideration discretion as of may the be Committee, required be by granted either alone or in addition to(c) or in tandem with Subject any to other the terms of the Plan, payments or transfers to be made by the Company upon the grant, exercise or (d) Unless the Committee shall otherwise determine, (i) no Award, and no right under any such Award, shall be assignable, (a) The Committee is hereby authorized to(b) grant SARs to Participants The with term terms of and each conditions SAR as shall the be Committee fixed shall by the Committee but shall not exceed 10 years; B-6 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT SECTION 11. The Committee is hereby authorizedwhole to or grant in to part Participants by suchinto reference other Shares) to, Awards as or that are otherwise are deemed based denominatedCommittee by on or shall the or payable determine Committee related in, the to to, valued terms be Shares in right and consistent (including, granted conditions with without under of the limitation, this such purposes securities Section Awards. of convertible in 10 Shares the such shall or Plan. form be other Subject or purchased securities to forms, delivered for the including,combination such pursuant terms thereof, without consideration, to of as limitation, which a the the cash, purchase may Plan, Committee Shares, be the except shall other paid in determine, securities, by the the other such case value Awards, method of of or orsuch Substitute which other methods purchase Awards, property, consideration, and right not or as is be any established granted. less by than the the Committee, Fair shall, Market Value of such Shares or other securities as of the date SECTION 10. SECTION 9.

PROXY STATEMENT ETO 12. SECTION i hsScin1()apiswt epc oAad rne no fe aur ,21.I atcpn xeine an experiences Participant a If 2010. 1, January after or on an granted of Awards award to automatic respect the with for applies hereunder 11(i) granted Section Award This any in provide to authority (i) the have not shall Committee The (h) or SAR, Option, an of Award any Agreement, Award the in otherwise determines expressly Committee the Unless (g) b h omte a av n odtoso ihsudr raed le,ssed icniu rtriae any terminate, or discontinue suspend, alter, amend, or under, rights or conditions any waive may Committee The (b) suspend, alter, amend, may Board the Plan, the in or Agreement Award an in provided expressly otherwise Unless (a) 3 oteetn htteisac fsae sseiidi 2 bv sntpritdwtotadtoa a rpenalty or tax additional without permitted not is above (2) in specified as shares of issuance the that extent the to (3) underlying shares the Code, the of 409A Section by penalty or the tax to additional applicable without restrictions permitted any extent and the exercisable, to and vested fully become (2) shall Plan, Participant the the in in by contrary elsewhere held the granted Awards to authority provided under specifically determines unless otherwise then Committee (1) Control, the in or Change Agreement a Award after any months 24 within Termination Involuntary Award. such of settlement or the exercise avoid the to 409A. upon covenant intended Section Option or is with that representation comply manner no will makes a Plan Company in the The holder under 409A. the granted forth Section of Award set any, under any shall if penalties that Agreement rights, and Award election taxes the the additional would Code, and of that the payment imposition of Award of 409A other form Section any and Unless the of to time of intention. respect meaning the terms such with the the reflect Agreement, within and shall Award compensation Code, Committee the deferred the the in constitute of by otherwise 409A adopted determines Section procedures expressly under and Committee exempt rules the right related stock any a and limit. as Agreement dollar qualify Award such to of intended lieu is in Stock Shares Restricted 4,000,000 be shall limit maximum the Shares, in expressed is eun o n wr ujc oaysc r-salse oml,n oeta 50000cnb adin paid be can $5,000,000 Stockholder than more Total Participant, (xx) no any or formula, to Growth pre-established Award Common Revenue such such on (xix) any of Assets, Return to satisfaction (xvi) Net subject on Capital, Net Award Return on (xii) any (xviii) Return income, For (xv) Capital, net Return. Assets, Invested (xi) Flow, on on Share, Cash Return Return Market Free (xiv) (x) (xvii) (vi) Profit, Yield, Equity, EBITDA, Operating Process (v) (xiii) Manufacturing Cash Share, Employee, (ix) (i) Per Per Margin, measures: Earnings Revenue Profit performance (iv) Gross following Taxes, (viii) the Income Profit, of Before Gross more Earnings (vii) or (iii) one Time, of Cycle Committee, (ii) the Flow, by determined as companies, other ttspirt hi xiaindt o osdrto eemndb h omte hn nteCmitesjudgment, Committee’s the in when, Committee the United by the determined outside Value. consideration jurisdiction Award for any the date in exceed expiration to granted their Awards required to with be terminate not prior may connection may is States Award in Committee payment any doubt, the such 5(e)), of and foregoing, Section avoidance payment, the the in For cash Notwithstanding than described Award. a less event of for is an type exchange that (including other in price Company any terminated Shares exercise (z) the of an or involving number Fair with SAR, transaction the the SAR or corporate times of or Option a price any, Option cancelled exercise if another the the excess, (y) of over the Value”), price cancellation than “Award exercise of greater (the date amount Award the cash the an except a on under 5(e)), (iii) (x) Shares outstanding Section and for underlying in thereof; exchange the described grant in of event of terminated Value an time be Market (including the not no Company at may 5(e), the established SAR Section involving SAR or in or transaction Option provided Option corporate as any a except of with (ii) price connection Plan; exercise in the the under reduce granted shall theretofore action or Award such holder any or under Participant beneficiary relevant or any holder of consent Award, the an without of retroactively, beneficiary tax-efficient or a prospectively in granted, States theretofore United Award the outside regulations. be jurisdiction and may any rules as in local manner purposes with such stated compliance in its in Plan achieve and Award. the to manner outstanding amend Plan any may affected the Committee under the enable of the Participants to consent such herein, necessary of contrary the (ii) rights the or to the Market affect anything is Stock adversely Notwithstanding approval NASDAQ would such The action if of such approval requirements if stockholder listing Participants, (i) the without with made comply time; be to any shall necessary at termination thereof or portion discontinuation any suspension, or alteration, Plan the terminate or discontinue, nteAadAreeta ftePriiatwr tl nepoe fT nsc date. specified such date on issuance TI the of at employee issued an be still will were shares Participant the the and if term as full Agreement to Award continue the will in Involuntary Award such the following 409A, month Section seventh by as the or of on, day issued first be the will after, shares days) the 10 provided, termination, than and such Termination, more Termination; upon Involuntary no Employee Participant’s (but the Specified practicable on, a after, as issued is days) soon be 60 Participant will than the Participant later if the no that by (but however, held practicable Awards as Stock-Based soon other as or or Units Performance Units, Stock Restricted termination; such of date effective the upon lapse, shall Awards mnmn n Termination. and Amendment provided EA NTUET 06POYSAEETB-7 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS , however ht()n uhato hl martergt fayafce atcpn or Participant affected any of rights the impair shall action such no (i) that , provided , however hti h efrac oml eaigt uhAward such to relating formula performance the if that , provided , however htn uhamendment, such no that ,

PROXY STATEMENT , that any such delegation to management shall however , provided Miscellaneous. the Plan, and there isholders no or obligation beneficiaries for of uniformity Awards, ofneed either treatment not collectively of be or employees, the individually, independent same under contractors, with the Participants, respect Plan. or to The each terms recipient. anda conditions committee of of Awards such officersdetermine, or managers, to the grant authority, Awards to, subjectterminate or to Awards to such held cancel, terms by, modify, and employees waive limitationsSecurities who rights as Exchange are with the Act not respect Committee of officers to, shall 1934, or alter, as directors discontinue, amended; of suspend the or Company for purposes of Section 16 of the conform with the requirements of the General Corporation Law ofAward Delaware, or as under in the effect Plan fromother or time securities, from to other any time. Awards, compensation or orcontributions, other other payment property) amount on of owing account withholding to and taxes aof other (including Participant Shares, taxes) income the cash due tax, amount or in social (in property respect insurance cash,limitation, under of Shares, providing such an Award for Award, or elective its under payment exercise,property the of or by Plan such any the amounts and payment Participant) in to or as cash, take transfer for may Shares, such the be other other payment necessary securities, action of in other (including, such the Awards without taxes. opinion or of other the Company tocompensation satisfy arrangements, all and obligations such of arrangements thecases. may Company be either generally applicable or applicable only in specific the Company or any Affiliate.employment Further, or the terminate Company the or services theunless of applicable otherwise an Affiliate expressly independent may provided contractor, at in free anyparties. the from time Plan any dismiss or liability, a in or Participant any any from Award claim Agreement under or the in Plan, anyjurisdiction, other or agreement as binding to the anyby person the or Committee, Award, such or provision wouldbe shall disqualify so be the construed construed Plan or or or deemed deemed anyPlan amended amended Award or without, to under the in conform any Award, the to law such determination applicable deemedPlan provision of laws, applicable and shall the or any be Committee, if such stricken it materially Award as cannot altering shall to the remain such intent in jurisdiction, of full person the force orrelationship and Award, between effect. and the the Company remainder and ofto a the receive Participant payments or from any the otherunsecured Company person. general pursuant To creditor to the of an extent the Award, that Company. such any right person shall acquires be a no right greater than the right of any the administrative burden of continuingtaken Awards with in respect such to locality an outweighswith Award the the intended benefit requirements to to for be the exemption a Company.constitutes under stock Any deferred Section right such compensation 409A, exempt action under and under Section any SectionThe 409A such 409A Committee shall action of also be taken the may in with Code modify compliance respect shallParticipants. any with to be The outstanding the an consistent Company Awards requirements Award makes to of that no comply Sectioncomply representation with 409A. with or Section Section covenant 409A 409A. that without any consent action from taken pursuant to thisAwards Section in 12(b) recognition will of changesdetermines in that applicable such laws, adjustments regulations are orbenefits appropriate accounting intended in principles, to order whenever be to the made prevent Committee stock available dilution right under or exempt the enlargement under Plan. of Section Any theSection 409A such benefits 409A, of action or and the taken potential any Code with such shall respectSection action be to 409A taken consistent an shall with with Award be respect the intended in to requirements torepresentation compliance an for be or with Award exemption a covenants the that under that requirements constitutes Awards of deferred will Section compensation comply 409A. under with However, Section the 409A. Companythe makes manner no and to the extent it shall deem desirable to carry the Plan into effect. (a) No employee, independent contractor, Participant or other person shall have any claim to be granted any(b) Award under The Committee may delegate to another committee of the Board, one or more officers or managers of the Company, or (c) The Company shall be authorized to withhold from any Award granted or any payment due or transfer made under any (d) Nothing contained in the Plan shall prevent the Company from adopting(e) or continuing in effect The other grant or of additional an Award shall not be construed as giving a Participant the right to be retained in the employ(f) or service of If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any (g) Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary (c) The Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, (d) The Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in B-8 TEXAS INSTRUMENTS • 2016 PROXY STATEMENT SECTION 13.

PROXY STATEMENT h lnsalb osre nacrac ihadgvre ytelw fteSaeo ea ihu iigefc othe to effect giving without Texas of State the of laws the by thereof. governed laws and of with conflict accordance of in principles construed be shall Plan The beyond extend shall Plan, the amend 16. to SECTION or and discontinue, Award, suspend, such adjust, any alter, under amend, rights to or beyond 12 conditions extend Section any may under waive date. granted Board to such unless theretofore the or However, Award and Award, 2026. any Committee such 21, Agreement, the any dateApril Award of terminate effective applicable authority the an the of in and anniversary or date, tenth Plan such the the after in Plan provided the expressly under otherwise granted be shall Award No Company. the of stockholders the by 15. approval SECTION its of date the of as effective be shall Plan The 14. SECTION h ofatoa hrssalb sudo eiee usatt h lno n wr,adteCmitesaldetermine shall Committee the and Award, any or Plan the to pursuant delivered or issued be shall Shares fractional No (h) hte ah te euiiso te rprysalb ado rnfre nle fayfatoa hrs rwhether or eliminated. Shares, otherwise fractional or any terminated of canceled, lieu be in shall transferred thereto or rights paid any be or shall Shares property fractional other such or securities other cash, whether oenn Law. Governing Plan. the of Term EffectiveDateofthePlan. EA NTUET 06POYSAEETB-9 STATEMENT PROXY 2016 • INSTRUMENTS TEXAS

PROXY STATEMENT (This page intentionally left blank.)

TEXAS INSTRUMENTS OTHER INFORMATION

Comparison of total shareholder return

This graph compares TI’s total shareholder return with the S&P 500 Index and the S&P Information Technology Index over a five-year period, beginning December 31, 2010, and ending December 31, 2015. The total shareholder return assumes $100 invested at the beginning of the period in TI common stock, the S&P 500 Index and the S&P Information Technology Index. It also assumes reinvestment of all dividends. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Texas Instruments Incorporated, the S&P 500 Index, and the S&P Information Technology Index

$250

$200

$150

$100 Texas Instruments Incorporated S&P 500 $50 S&P Information Technology

$0 12/10 12/11 12/12 12/13 12/14 12/15

12/10 12/11 12/12 12/13 12/14 12/15 Texas Instruments Incorporated 100.00 91.11 99.02 144.84 181.19 190.58 S&P 500 100.00 102.11 118.45 156.82 178.29 180.75 S&P Information Technology 100.00 102.41 117.59 151.03 181.40 192.15

Notice regarding forward-looking statements

This Annual Report includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as TI or its management “believes,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. Similarly, statements herein that describe TI’s business strategy, ability to grow and generate cash and profitability in the future, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward- looking statements. For a more detailed discussion of these factors see the risk factors discussion that begins on page 8 of this report. Forward-looking statements in this report are made only as of the date of this report and we undertake no obligation to update them to reflect subsequent events or circumstances.

TEXAS INSTRUMENTS 1 (This page intentionally left blank.)

TEXAS INSTRUMENTS Board of directors, executive officers

Directors Executive officers Richard K. Templeton Ronald Kirk Richard K. Templeton Kevin J. Ritchie Chairman of the Board, Senior Of Counsel, Chairman of the Board, Senior Vice President President and Gibson, Dunn & Crutcher LLP President and Cynthia Hoff Trochu Chief Executive Officer, Chief Executive Officer Pamela H. Patsley Senior Vice President, Texas Instruments Incorporated Executive Chairman, Stephen A. Anderson Secretary and Ralph W. Babb, Jr. MoneyGram International, Inc. Senior Vice President General Counsel Chairman of the Board and Robert E. Sanchez Brian T. Crutcher Teresa L. West Chief Executive Officer, Chairman of the Board and Executive Vice President Senior Vice President Comerica Incorporated and Chief Executive Officer, Comerica Bank Ryder System, Inc. R. Gregory Delagi Darla H. Whitaker Senior Vice President Senior Vice President Mark A. Blinn Wayne R. Sanders President and Retired Chairman of the Board Kevin P. March Bing Xie Chief Executive Officer, and Chief Executive Officer, Senior Vice President and Senior Vice President Flowserve Corporation Kimberly-Clark Corporation Chief Financial Officer Daniel A. Carp Ruth J. Simmons Retired Chairman of the Board President Emerita, and Chief Executive Officer, Brown University Eastman Kodak Company Christine Todd Whitman Janet F. Clark President, Retired Executive Vice President and The Whitman Strategy Group Chief Financial Officer, Marathon Oil Corporation Carrie S. Cox Chairman of the Board and Chief Executive Officer, Humacyte, Inc.

TI Fellows

TI Fellows are engineers, scientists or technologists who are recognized by TI Fellows announced in 2015: peers and TI management for outstanding performance. Fellows are elected • Ajith Amerasekera • Anthony M. Hill or re-elected every five years based on exceptional technical contributions • Anand G. Dabak • Sreenivasan Koduri that significantly add to TI’s shareholder value. • Alfred J. Griffin, Jr. • Robert A. Neidorff • Roy Alan Hastings

Stockholder and other information

Stockholder records information SEC Form 10-K Stockholder correspondence: Overnight correspondence: A copy of the company’s annual report to Computershare Computershare the Securities and Exchange Commission P. O. Box 30170 211 Quality Circle, Suite 210 on Form 10-K is available on the Investor College Station, TX 77842-3170 College Station, TX 77845 Relations website at www.ti.com/ir.

Toll free: 800-981-8676 Copies of the Form 10-K, including a list of Phone: 312-360-5151 exhibits and any exhibit specifically requested, are available without charge by writing to: Website: www.computershare.com/investor Texas Instruments Investor Relations For online inquiries: https://www-us.computershare.com/investor/contact P.O. Box 660199, MS 8657 Dallas, TX 75266-0199

DLP, OMAP and the platform bar are trademarks of Texas Instruments. All other trademarks are the property of their respective owners. Texas InstrumentsInstruments IncorporatedIncorporo ated P. P.O.O.O BoxBox 6601996660199 Dallas,Dallas, TX 75266-01997522666-01999

www.ti.comwwww.ti.com

AAn equeqequalall ooppopportunityortor unnityy employerempmployyer © 220160116 TexasTexass InstrumentsInnsttruments IncorporatedIncorporated TI-30004