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AGM 2017

Apr 20, 2017

Speaker 1

Good morning, everyone. Before we begin the meeting, I just wanted to point out in the unlikely event that we have an emergency. I'm sure that's not going to happen. But if we do, there are several emergency exits. So there are 2 in the back of the room, those stores that you came in from.

And then there's actually 1 over here on the left side of the stage. So in the event we need to evacuate, that's where you ought to go. Mr. Chairman?

Speaker 2

Well, good morning, everybody. The 2017 Annual Meeting of Stockholders of Texas Instruments Incorporated is hereby called order. I'm Rich Templeton, Chairman, President and Chief Executive Officer, and it is my pleasure to welcome you to this year's meeting. Cynthia Troshoo, 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 90% of the outstanding common stock are represented at the meeting by proxy or in person. This constitutes a quorum. Our purpose at the meeting today is to vote on directors and on 3 board proposals. At this time, I'm pleased to introduce the nominees for election to the TI Board. All except Todd Bluedorn and Gene Hobby were elected at last year's annual meeting.

As I introduce the Director nominees, I ask that they please stand, face the audience and remain standing. In addition to myself, the nominees are Ralph Babb, Mark Blinn, Todd Bluedorn, Dan Karp, Janet Clark, Jerry Cox, Gene Hobby, Ron Kirk, Pam Patzley, Robert Sanchez and Wayne Sanders. Thank you, directors. You may be seated. Each of these nominees and their qualifications as directors are listed in your proxy statement.

TI's bylaws require advanced 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 3 board proposals. The first is an advisory vote on executive compensation or it is more commonly known, say on pay. Regarding this proposal, the Board of Directors asked that stockholders approve executive compensation for 2016 as disclosed in your proxy statement.

The second proposal is an advisory vote on the frequency whereby stockholders vote on executive compensation. The Board asked that stockholders approve the recommendation that this vote take place annually. The 3rd and final proposal upon our agenda today is the request for stockholders to ratify the appointment of as the company's independent registered public accounting firm for 2017. 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.

Okay. Madam Secretary, we now have open we have now we'll now open the polls for voting that anyone who has not already submitted their votes may do so at this time. Please raise your hand if you need a ballot. We have one hand up, Jane. Any others?

Thank you. I will note that the votes of our 401 participants and the votes submitted prior to the start of this meeting, either by mail, by 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 share my thoughts with you about what we're doing at TI and how it impacts the world around us.

As you know, we live in a changing world. Things that 20 years ago seemed like the stuff of science fiction today are commonplace. You can be on a business trip or at a baseball game and remotely alarm your house or adjust its temperature. You can ask an electronic personal assistant for the day's weather in Dallas or Bangalore, India. You can call up a map and directions on your car's console to find the closest gas station before you return that rental or be loudly alerted that you're about to drift into your neighbor's lane or Nick offender as you parallel park.

Today, we are surrounded by more intelligent, more personalized and more connected equipment, most of which are changing our lives for the better by helping us become smarter, healthier, more secure and more efficient. It's not just happening in our personal lives. The same things are happening in industry, in commerce and in agriculture. There is not a sector of the economy that is not touched by technology. What we do within the halls of Texas Instruments is to create and make chips that enable most of these technologies to work.

We innovate, we experiment and we challenge ourselves to find better solutions. In some areas, progress is slow and steady and in others it comes at a breakneck pace. The constant thread is that what we do changes our lives. At TI, almost everything that we do falls under the umbrella of analog and embedded processing semiconductor technologies. In 2016, 86% of our revenue came from analog and embedded, and we view these technologies as the best markets in the semiconductor industry.

Why? Because there is not an electronic device around that does not use analog chips in some fashion and most use embedded processing. That combined with our long product with their long product life cycles, inherent diversity and the fact that they can be manufactured using mature assets and processes translates into greater stability, profitability, return on investment and cash generation for our shareholders. Through a series of strategic moves, we've carefully constructed ways to ensure that the benefits of our business model are sustainable. We support a broad product portfolio, so we have more chips for more of the systems that our customers build.

We focus on diversity and longevity by actively pursuing the many and the few, whether it's markets, customers or applications. As a result, we're not dependent on any one product, any one customer or any one end market. We have our industry's largest market channels and the size of our global sales force and the breadth of our products on ti.com, so we connect with more customers than our peers. We have a manufacturing and technology advantage because we produce analog chips on 300 millimeter wafers that puts more chips on each wafer and cost 40% less than the 200 millimeter wafers predominantly used by our competitors. Together, these form a unique collection of competitive advantages that have allowed us over time to gain market share and grow our free cash flow.

Moreover, because we consistently generate more cash than we need to fund our future, we return our free cash flow to our shareholders. It's a commitment few companies can match. We continue to make solid progress in 2016. Our revenue grew 3%, gross margin and operating margin expanded to almost 62% and 36%, respectively, free cash flow increased to 4,100,000,000 or almost 31 percent of revenue. And to shareholders, we returned $3,800,000,000 through a combination of dividends and stock repurchases.

The results are good and they can be better. Industrial and automotive markets are still in the nascent stages of adopting semiconductor technology increasingly relying on electronics to make cars and industrial equipment more connected, smarter and more efficient. These markets will be the growth engines of our industry over the next decade and we're investing accordingly. In 2016, 51% of our revenue came from these two markets, an increase of 9 percentage points since 2013, but there is room to increase this further. We're making ti.com more robust and user friendly, so the TI becomes the 1st and easiest stop when design engineers search for the best analog and embedded chips for their systems.

We're looking at ways to increase demand for our products through more and earlier engagements with customers, both large and small. Our work will never be done. New needs will require new solutions and new ways of thinking. And no matter our path, we will always adhere to the values and ethics that have been the hallmarks of TI since its inception. We are working to make the world a better place through our innovations and our technologies and to make our company better for our customers and our shareholders.

Madam Secretary, have you received the results of the voting?

Speaker 1

According to the report of the inspectors, the 12 persons nominated by the Board have been elected. Over 88% of the shares cast were voted for executive compensation, approximately 94% of the shares cast were voted to approve executive compensation, approximately 5% voted to disapprove and less than 1% abstained. On the advisory vote regarding the frequency of future advisory votes on executive compensation, approximately 92% of the shares cast were voted in favor of 1 year, less than 1% of shares voted in favor of 2 years, about 8% voted in favor of 3 years and less than 1% abstained. The Board's proposal to ratify the appointment of Ernst and Young as the company's independent registered public accounting firm was approved. Approximately 97% of the shares cast were voted in favor of the proposal, approximately 2% voted against and less than 1% abstained.

That concludes my report.

Speaker 2

Thanks, Cynthia. At this time, I will open the floor to questions or comments. As a courtesy, to all present or listening via the webcast, our rules call for comments Folks, as I close this meeting, I want to emphasize we are pleased to have you as stockholders of Texas Instruments. We will stay focused on making your investment in TI more valuable. We thank you for coming today.

We are hereby adjourned. Thanks.

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