Texas Instruments 2014 Annual Report Download - page 116



PROXY STATEMENT
(2) The amount shown is the lump-sum benefit payable at age 65, in the case of the Non-Qualified Defined Benefit Pension Plan, or
separation from service in the case of Plan II. The assumptions used are the same as those described in note 1 above.
(3) Calculated by multiplying the number of outstanding RSUs by the closing price of TI common stock as of December 31, 2014
($53.47). In the event of termination due to disability or death, all outstanding awards will continue to vest according to their
terms. Please see the outstanding equity awards at fiscal year-end 2014 table on page 101 for the number of unvested RSUs as of
December 31, 2014, and page 103 for a discussion of an additional outstanding RSU award held by Mr. Templeton.
(4) Calculated as the difference between the grant price of all outstanding in-the-money options and the closing price of TI common
stock as of December 31, 2014 ($53.47), multiplied by the number of shares under such options as of December 31, 2014.
(5) Value of the benefit payable in a lump sum to the executive officer’s beneficiary calculated as required by the terms of the plan
assuming the earliest possible payment date. The plan provides that in the event of death, the beneficiary receives 50 percent of
the participant’s accrued benefit, reduced by the age-applicable joint and 50 percent survivor factor.
(6) Balance as of December 31, 2014, under the non-qualified deferred compensation plan.
(7) Lump-sum value of the accrued benefit as of December 31, 2014, calculated as required by the terms of the plans assuming the
earliest possible payment date.
(8) Calculated by multiplying 120,000 vested RSUs by the closing price of TI common stock as of December 31, 2014 ($53.47). See
page 103 for further information about this award.
(9) Calculated as the difference between the grant price of all exercisable in-the-money options and the closing price of TI common
stock as of December 31, 2014 ($53.47), multiplied by the number of shares under such options as of December 31, 2014.
(10) Messrs. Templeton, March and Ritchie were eligible to retire as of December 31, 2014.
(11) Due to retirement eligibility, the total includes the value of the benefit payable in a lump sum under the Survivor Benefit Plan to the
officer’s beneficiary in the following amounts: Mr. Templeton $762,145, Mr. March $3,683,996 and Mr. Ritchie $5,028,726. The
amount of the benefit is calculated as required by the terms of the plan assuming the earliest possible payment date.
(12) Due to retirement eligibility, calculated by multiplying the number of outstanding RSUs held at such termination by the closing price
of TI common stock as of December 31, 2014 ($53.47). RSU awards stay in effect and pay out shares according to the vesting
schedule, although for grants made before 2014, the number of shares is reduced according to the duration of employment over
the vesting period. See page 103 for additional details.
Audit Committee report
The Audit Committee of the board of directors has furnished the following report:
As noted in the committee’s charter, TI management is responsible for preparing the company’s financial statements. The company’s
independent registered public accounting firm is responsible for auditing the financial statements. The activities of the committee are in
no way designed to supersede or alter those traditional responsibilities. The committee’s role does not provide any special assurances
with regard to TI’s financial statements, nor does it involve a professional evaluation of the quality of the audits performed by the
independent registered public accounting firm.
The committee has reviewed and discussed with management and the independent accounting firm, as appropriate, (1) the audited
financial statements and (2) management’s report on internal control over financial reporting and the independent accounting firm’s
related opinions.
The committee has discussed with the independent registered public accounting firm, Ernst & Young, the required communications
specified by auditing standards together with guidelines established by the SEC and the Sarbanes-Oxley Act.
The committee has received the written disclosures and the letter from the independent registered public accounting firm required by the
applicable requirements of the Public Company Accounting Oversight Board, regarding the independent registered public accounting firm’s
communications with the Audit Committee concerning independence, and has discussed with Ernst & Young the firm’s independence.
Based on the review and discussions referred to above, the committee recommended to the board of directors that the audited financial
statements be included in the company’s annual report on Form 10-K for 2014 for filing with the SEC.
Ralph W. Babb, Jr., Chair Mark A. Blinn Ruth J. Simmons