Texas Instruments Incorporated (TXN)
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AGM 2019

Apr 25, 2019

Cynthia Hoff Trochu
Senior Vice President, General Counsel and Secretary, Texas Instruments

Good morning. If you could direct your attention to the front, we will begin our meeting. Mr. Chairman?

Richard K. Templeton
Chairman, President, and CEO, Texas Instruments

Okay. Good morning, everybody. The 2019 annual meeting of stockholders of Texas Instruments Incorporated is hereby called to order. I'm Rich Templeton, Chairman, President, and Chief Executive Officer, and it's my pleasure to welcome you to this year's meeting. Cynthia Troxell, secretary of the company, will act as secretary of this meeting. The board of directors has appointed an independent inspector to conduct the vote at this meeting. Cynthia has advised me that holders of more than 91% of the outstanding common stock are represented at the meeting by proxy or in person. This constitutes a quorum. Our purpose at this meeting today is to vote on directors and on two board proposals. At this time, I am pleased to introduce the nominees for election to the TI board. All except Martin Craighead were elected at last year's annual meeting.

As I introduce the director nominees, I ask that they please stand and face the audience and remain standing until I complete. In addition to myself, the nominees are Mark Blinn, Todd Bluedorn, Janet Clark, Carrie Cox, Martin Craighead, Jean Hobby, Ron Kirk, Pam Patsley, and Robert Sanchez. Thank you. Directors, you may please be seated. Each of these nominees and their qualifications as directors are listed in your proxy statement. TI's bylaws require advance notice of proposed director nominations. Since no notice of other nominations has been submitted in accordance with the bylaws, the nominations are closed. We will now review the two board proposals. The first is an advisory vote on named executive officer compensation, or is more commonly known, say, on pay. Regarding this proposal, the board of directors asks that the stockholders approve executive compensation for 2018 as disclosed in your proxy statement.

The second and final proposal on our agenda today is the request for stockholders to ratify the appointment of EY as the company's independent registered public accounting firm for 2019. The full text of the board proposals are in your proxy statement. This would be an appropriate time for comment on the director nominations and the board proposals. Please raise your hand if you would like to comment, and please limit your comments to a total of three minutes. Madam Secretary, we will now open the polls for voting so that anyone who has not already submitted their votes may do so at this time. Please raise your hand if you need a ballot. The right to vote directly at this meeting is limited to stockholders of record and proxy holders.

I will note that the votes of our 401(k) participants and the votes submitted prior to the start of this meeting, either by mail, phone, or internet, already have been counted. If any stockholder of record wishes to change a previously submitted vote, you may do so now also by raising your hand for a ballot. After voting, please return ballots to the administrators in the aisles. While the votes are being tabulated, I will take a few moments to provide an update on our progress. For years, in fact, for decades, Texas Instruments has been led with an overarching belief that our products and technologies can help make the world a better place. We have operated the company with three thoughts in mind.

We will act like owners who will own the company for 100 years or more, we will adapt and succeed in a world that is ever-changing, and we will be a company that we are personally proud to be part of and would want as our neighbor. Constantly striving to build the company stronger leads to success for our shareholders, our employees, and our communities within which we operate. While our lines of business and technology have evolved over the decades, our pursuit of this ambition has been steadfast and continues today. We have a very clear view of how we will build TI stronger. We are focused on Analog and Embedded products and the industrial and automotive markets because they are the best products and the best markets. We've centered our investments in these areas, and in 2018, we continued to make progress.

Analog and Embedded made up 91% of our revenue in 2018, up from 79% in 2013. Industrial and automotive made up 56% of our revenue in 2018, up from 42% in 2013. We believe that Analog and Embedded Processing are the best products for several reasons. They are pervasive technologies, which means that we have something to help any customer designing with electronics. They also have wonderful attributes, such as long product life cycles, diversity of markets and customers, as well as low capital-intensive manufacturing. While we see good opportunities in all markets we serve, we believe that industrial and automotive will be the primary growth drivers in our industry and at TI over the next decade or more. The basis of this belief is that semiconductor content in each industrial and automotive system is growing. Most of us are familiar with the growing electronic content in our own cars.

Entertainment systems, backup cameras, adaptive cruise control, or lane-changing indicators are just a few examples. 10 years ago, the average semiconductor content per vehicle was $250. Today, the semiconductor content is about $400 per vehicle. During that period, semiconductor content per vehicle has been growing at 5% per year, and that trend will continue as the number of electric vehicles increase and as more autonomous driving and safety features are added to vehicles. The potential in the industrial market is even greater compared to the automotive market, as industrial is larger, it's more diverse, and it's still in its infancy of chip adoption. Industrial applications are broad-ranging, from grid infrastructure, to motors, to power delivery, to medical electronics, to factory automation, building automation, and more. As each of these systems become smarter, safer, and more connected and more efficient, they require semiconductors, specifically Analog and Embedded chips.

The unit growth of our customers' products is compounded by the growing semiconductor content inside of them. This is the heart of the semiconductor content growth opportunity we refer to and why we expect industrial and automotive to outperform the overall semiconductor market and be our primary growth engines in the coming years. Our business model is the result of strategic decisions and investments made over the years and includes a unique set of four competitive advantages. In combination, these competitive advantages provide tangible benefits, create long-term value for our owners, and are difficult for others to replicate. The four competitive advantages are manufacturing and technology, a broad portfolio of Analog and embedded products, the broadest reach of market channels, and the diversity and longevity of our products, our markets, and our customer positions. Each of these advantages has served TI well.

Regarding manufacturing and technology, Analog manufacturing on 300 millimeter wafers provides a cost advantage compared to companies building on smaller wafers. In 2018, we produced about 45% of our Analog revenue on 300 millimeter, and most of our future Analog growth will be on 300 millimeter as well. Last week, we announced the selection of Richardson, Texas, as the site of our next 300 millimeter Analog wafer fab. A broad product portfolio means we have more parts to meet our customers' needs than our competitors, giving us more access to more customers and more opportunities to solve their problems. Our broad market channel reach, composed of both our direct sales and ti.com, gives us access to more customers, more projects, and more sockets. Finally, we also see strength in diversity and longevity, whether it's products, markets, or customers.

We are not singularly dependent on any one customer, market, or product. With life cycles that can be measured in years or even decades, this translates into a higher return on investment. We intend to continue to invest to strengthen and leverage these advantages with a view towards the long term. 2018 marked a year of continued solid performance for our company. Top-line revenue was $15.8 billion, up 6% compared with 2017. Gross margin grew to over 65% of sales, while operating margin exceeded 42% of sales. We converted $0.38 of every revenue dollar into free cash flow. We generated $6.1 billion of free cash flow, we returned $7.7 billion to our owners through a combination of dividends and stock repurchases.

Again, this past year, we earned recognition for how we conduct business, being named one of the world's most ethical companies, a top 100 best corporate citizen, and recognized by the Dow Jones Sustainability Index. I am pleased with the company's strategic, operational, and financial progress in 2018. Our work is certainly not done, I am even more excited about the opportunities that lie ahead. We will continue to pursue our belief that our products and technologies can help make the world a better place, that striving to build the company stronger leads to success for our shareholders, our employees, and the communities within which we operate. Madam Secretary, have you received the results of voting?

Cynthia Hoff Trochu
Senior Vice President, General Counsel and Secretary, Texas Instruments

I have, Mr. Chairman. According to the report of the inspectors, the 10 persons nominated by the board have been elected. Stockholders have given advisory approval of the company's executive compensation, and the board's proposal to ratify the appointment of Ernst & Young as the company's independent registered public accounting firm has been approved. That concludes my report.

Richard K. Templeton
Chairman, President, and CEO, Texas Instruments

Thank you. At this time, I will open the floor to questions or comments. As a courtesy to all present or listening via webcast, our rules call for comments to be limited to five minutes per person, regardless of the number of topics you wish to address.