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2014 Annual Report Notice of 2015 Annual Meeting & Proxy Statement Board of Directors, Executive Officers

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2014 Annual Report Notice of 2015 Annual Meeting & Proxy Statement Board of Directors, Executive Officers 2014 Annual Report Notice of 2015 Annual Meeting & Proxy Statement Board of directors, executive officers Directors Richard K. Templeton Chairman of the Board, President and Chief Executive Officer, Richard K. Templeton Texas Instruments Incorporated Chairman, President and Ralph W. Babb, Jr. To our shareholders Chief Executive Officer Chairman of the Board and Chief Executive Officer, 2014 was a year of strong results – evidence of the soundness of our Manufacturing: Our strategy of acquiring manufacturing capacity Comerica Incorporated and strategy and a preview of the performance we believe TI can produce opportunistically and ahead of demand, combined with a product Comerica Bank in the coming years. We delivered solid growth, substantial profits portfolio that can be built using long-lived equipment, continues to Mark A. Blinn and robust cash generation, and we returned more than 100 percent serve us well. It enables us to cost effectively maintain our capital President and of free cash flow to our shareholders. Fueled by a passion for technology expenditures at about 4 percent of revenue, while allowing us to Chief Executive Officer, that impacts lives, we used this financial strength to develop compelling become an exceptionally reliable supplier to our customers. In 2014, Flowserve Corporation innovations for our customers to help them take their products to we initiated plans to increase Analog production on 300-millimeter new levels. We believe these will be hallmark traits of TI in the wafers, which will provide cost advantages that will further improve Daniel A. Carp Retired Chairman of the Board years ahead. margins and cash generation over the long term. and Chief Executive Officer, Eastman Kodak Company The year’s performance is best viewed through the lens of our capital Technology: Innovation is our lifeblood at TI, letting us deliver management strategy. This strategy crystalizes how certain strategic breakthrough technologies to the world’s design engineers. Our R&D Carrie S. Cox elements, which we have honed for years, contribute to our unique investments allow us to create entirely new product categories, such Chairman of the Board and ability to grow, generate and return cash to shareholders. So let’s as inductance-to-digital converters; expand our product portfolio into Chief Executive Officer, begin there. new areas, such as reinforced isolation, high-voltage and high-power Humacyte, Inc. density solutions with silicon and gallium nitride technologies; and Our beliefs: Our capital management strategy is based on the belief improve existing capabilities, such as our InstaSPIN™ motor control that free cash flow growth is key to maximizing shareholder value over technology. In 2014, we invested $1.4 billion in R&D, substantially TI Fellows the long term. Further, free cash flow will only be valued if it is wisely more than our best competitors. invested in our businesses or directly returned to shareholders. Given these beliefs, we focus on growing free cash flow over the long term. Returns to shareholders: Our business model enables us to consistently TI Fellows are engineers, scientists or technologists who are recognized by Since 2004, free cash flow has grown at a compound annual growth generate more cash than we need to fund our future. In 2014, TI’s peers and TI management for outstanding performance. Fellows are elected rate of 7 percent, and in 2014, free cash flow was $3.5 billion, up free cash flow of $3.5 billion was 27 percent of revenue, and in the or re-elected every five years based on exceptional technical contributions 18 percent from the prior year. years ahead we expect that rate can improve to 30 percent of revenue that significantly add to TI’s shareholder value. sustainably in good economic markets. Our business model: The foundation of our capital management strategy begins with a business model that is built on two core semiconductor This gets us to the final piece of our capital management strategy – businesses, Analog and Embedded Processing. Their long product returning cash to our shareholders. Through dividends and share life cycles, intrinsic diversity and need for less capital-intensive repurchases, we are committed to returning 100 percent of our free Stockholder and other information manufacturing provide a combination of stability, profitability and strong cash flow plus proceeds from stock-option exercises except that which cash generation. is needed for debt retirement. We have increased our dividends for Stockholder records information 11 consecutive years, and we’ve reduced our shares outstanding by Stockholder correspondence: These core businesses, together, have grown an average 9 percent per 39 percent since 2004. In 2014, we returned $4.2 billion to shareholders. Computershare year over the last 10 years and comprised 83 percent of our revenue in P. O. Box 30170 2014. Importantly, they drove annual company growth of 7 percent in In conclusion: Over the years, we have created a strong company. College Station, TX 77842-3170 2014. This marked the fifth consecutive year of share gains for each. But our goal is to make TI stronger still. We do not intend to squander the unique position we’ve created, one that is anchored in the diversity Cash availability and a healthy balance sheet: We make sure that our of tens of thousands of products and customers for analog and Toll free: 800-981-8676 tax practices do not strand cash offshore, and that our balance sheet embedded processing semiconductors, bolstered by an efficient Phone: 781-575-2000 holds an appropriate amount of cash to fund operations and meet debt manufacturing operation, and supported by the largest sales channels and other obligations, yet still finance future opportunities. At year-end in the industry. We intend to deliver more value to our customers, to Website: www.computershare.com/investor 2014, U.S. entities owned 82 percent of our cash, and our pension plans our shareholders and to society as we bring semiconductors to more For online inquiries: https://www-us.computershare.com/investor/contact worldwide were 97 percent funded. markets than ever before. InstaSPIN, DLP, OMAP and the platform bar are trademarks of Texas Instruments. All other trademarks are the property of their respective owners. Note: Free cash flow (non-GAAP) = Cash flow from operations minus Capital expenditures. See page 124 for details. FINANCIAL SNAPSHOT Earnings summary $B $ 15 3 13.0 2.57 12.2 12 1.91 2 9 6 1 3.9 2.8 2.8 3 2.2 2013 0 0 2014 Revenue Operating Profit Net Income Diluted EPS Free cash flow summary $B 4 7% CAGR 3 2 1 0 2004 2006 2008 2010 2012 2014 CAGR – Compound annual growth rate Cash generation summary Cash return summary (Millions of dollars) (Millions of dollars) 2013 2014 Change 2013 2014 Change Cash flow from operations . $. 3,384 $ 3,892 15% Dividends paid . $. 1,175. $ 1,323 13% Capital expenditures . .$ . 412 $ 385 -7% Stock repurchases . .$ .2,868 $ 2,831 -1% Free cash flow . .$ .2,972 . $ 3,507 18% Total cash returned . .$ .4,043 $ 4,154 3% Free cash flow % of revenue . 24% 27% Note: Free cash flow (non-GAAP) = Cash flow from operations minus Capital expenditures. See page 124 for details. TEXAS INSTRUMENTS i Form 10-K Table of Contents PART I Item 1. Business . 2 Item 1A. Risk Factors . 8 Item 1B. Unresolved Staff Comments . 12 Item 2. Properties . 13 Item 3. Legal Proceedings . 13 Item 4. Mine Safety Disclosures . 13 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . 14 Item 6. Selected Financial Data . 15 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . 16 • Overview . 16 • Results of operations . 17 • Prior results of operations . 18 • Financial condition . 20 • Liquidity and capital resources . 20 • Non-GAAP financial information . 20 • Long-term contractual obligations . 21 • Critical accounting policies . 21 • Changes in accounting standards, Off-balance sheet arrangements, and Commitments and contingencies . 23 Item 7A. Quantitative and Qualitative Disclosures About Market Risk . 24 Item 8. Financial Statements and Supplementary Data . 25 • Consolidated Statements of Income . 26 • Consolidated Statements of Comprehensive Income . 27 • Consolidated Balance Sheets . 28 • Consolidated Statements of Cash Flows . 29 • Consolidated Statements of Stockholders’ Equity. 30 Notes to financial statements . 31 • (1) Description of business, including segment and geographic area information . 31 • (2) Basis of presentation and significant accounting policies and practices . 32 • (3) Acquisition charges . 36 • (4) Restructuring charges/other . 37 • (5) Stock-based compensation . 38 • (6) Profit sharing plans . 43 • (7) Income taxes . 43 • (8) Financial instruments and risk concentration . 46 • (9) Valuation of debt and equity investments and certain liabilities . 46 • (10) Goodwill and acquisition-related intangibles . 48 • (11) Postretirement benefit plans . 49 • (12) Debt and lines of credit . 55 • (13) Commitments and contingencies . 56 ii TEXAS INSTRUMENTS • (14) Supplemental financial information . 57 • (15) Quarterly financial data (unaudited) . .59 . 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 . 64 Item 13. Certain Relationships and Related Transactions, and Director Independence . 65. Item 14. Principal Accountant Fees and Services . 65 PART IV Item 15. Exhibits, Financial Statement Schedules . .65 . Notice regarding forwarding-looking statements . 67. Signatures . ..
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