TXN

Texas Instruments Incorporated (TXN)

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Texas Instruments Inc. (TXN)

April 18, 2013 11:00 am ET

Executives

Richard K. Templeton - Chairman, Chief Executive Officer and Member of Special Committee

Joseph F. Hubach - Chief Compliance Officer, Senior Vice President, General Counsel and Secretary

Presentation

Unknown Executive

Excuse me, ladies and gentlemen. If you would take your seats, we'll begin. And I'll remind you that in the unlikely event of an emergency, we have 3 emergency exits, one to my right, across that wall, and 2 across the back wall. Mr. Chairman?

Richard K. Templeton

Good morning. The 2013 Annual Meeting of Stockholders of Texas Instruments Inc. is hereby called to order. I'm Rich Templeton, Chairman, President and Chief Executive Officer, and it is my pleasure to be here to welcome you to this year's meeting.

First on our agenda today is the election of directors, followed by the consideration of 2 proposals. First is an advisory vote on executive compensation or as it is more commonly known say-on-pay, and the ratification of independent auditors.

While polls are open for voting on the directors and these proposals, I will review our strategic direction. The secretary's report on the voting will then follow, after which, questions or comments from the floor will be in order. If you would, please hold your questions or comments until that time, as they may be covered during the course of the meeting.

But before we begin, I want to introduce some special guests that are with us here today. First, Margaret McDermott and Mary McDermott Cook, wife and daughter of TI founder Eugene McDermott. Margaret and Mary, would you please either stand or wave to the audience.

We are also pleased to have with us Sally Junkins, wife of former TI Chairman, President and CEO Jerry Junkins. Sally, would you please stand or wave?

We are also pleased to have with us the former Director of TI, Jim Adams. Jim, would you please stand?

We are pleased to have with us another former Director of TI, Gerry Fronterhouse. Gerry, would you please stand?

And finally, Hallie Harris, wife of former TI Director Buddy Harris. Hallie, would you please stand or wave to the audience?

Joe Hubach, 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. Joe has advised me that holders of more than 89% of the outstanding common stock are represented at the meeting by proxy or in person. This constitutes a quorum.

At this time, I'm pleased to introduce the nominees for election to the TI board. All, except Mark Blinn, were elected at last year's annual meeting. As I introduce the nominees, I ask that they please stand and remain standing. Mark Blinn is new to our board, so I'll take a moment just to tell you about him. Mark joined Flowserve Corp. in 2004 as its Chief Financial Officer, and assumed responsibility for the company's Latin America operations in 2007. He became a member of their Board of Directors in 2009 and was named President and Chief Executive Officer later that year. Mark's knowledge of global industry -- industrial markets, his financial expertise and proven leadership make him a valuable addition to the TI board.

In addition to Mark and myself, the nominees are Ralph Babb, Dan Carp, Carrie Cox, Pam Patsley, Robert Sanchez, Wayne Sanders, Ruth Simmons and Christie Whitman. Each of these nominees and their qualifications as Director are listed in our proxy statement. Thank you.

TI bylaws require advance notice of proposed nominations. Since no other notice of other nominations have been submitted in accordance with the bylaws, the nominations are closed.

We'll now consider 2 board proposals, the Board of Director recommends that stockholders cast an advisory vote for the proposal approving executive compensation for 2012, as disclosed in our proxy statement, and that stockholders ratify the appointment of Ernst & Young as the company's independent registered public accounting firm for 2013. The text and related discussion of the board proposals are in our proxy statement, so I won't take additional time to describe the proposals. This would be an appropriate time for comment on the nominations and the board proposals. Please limit your comments to a total of 3 minutes. Do we have any comments? Okay.

We will now open the polls and take the vote on the election of directors and the board proposals. The polls will remain open for 10 minutes. The votes of the 401(k) participants and those of you who have sent in a proxy or used the telephone or Internet voting procedures have already been counted. If any stockholder of record has not submitted a proxy or voted by telephone or Internet and wishes to submit a ballot, you may do so now. The right to vote directly at this meeting is limited to stockholders of record and proxy holders. Also, if you have previously submitted a proxy or voted by telephone or Internet, you may change your vote by submitting a ballot. Please raise your hand if you have a need for a ballot.

Any others? Okay. While the votes are being tabulated, I will take a few moments to share my thoughts with you about our strategic direction as a company and the progress that we're making.

So 2012 has been a busy year. We've been busy managing change, busy transitioning our product portfolio and busy developing a more diverse customer base and along the way, building a stronger and a better TI, one that can better serve our customers, our investors, our employees today and in the years ahead. 2012 marked a year where we completed the strategic journey of remaking TI into an Analog and an Embedded Processing company, and it's the year that we began some critical next steps in building a stronger TI for the years ahead. But we don't often take time to reflect on what we've accomplished, I would like to do that this morning and taking stock of what we did from 2006 through 2012, and more importantly, what this transformation has enabled us to become. We'll take a deeper look at just one example of a stronger TI and that's our recently announced capital management strategy. Then we'll lay down some broad brushstrokes of where we want to take TI over the next 5 years, building on a foundation that we've already put in place.

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