Form 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

 

OF THE SECURITIES EXCHANGE ACT OF 1934

 

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 24, 2005

 


 

TEXAS INSTRUMENTS INCORPORATED

(Exact name of registrant as specified in charter)

 

DELAWARE   001-03761   75-0289970

(State or other jurisdiction

of incorporation)

  (Commission file number)  

(I.R.S. employer

identification no.)

 

12500 TI BOULEVARD

P.O. BOX 660199

DALLAS, TEXAS 75266-0199

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (972) 995-3773

 


 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(4c))

 



ITEM 2.02. Results of Operations and Financial Condition

 

The Registrant’s news release dated October 24, 2005, regarding its third quarter 2005 results of operations and financial condition attached hereto as Exhibit 99 is incorporated by reference herein.

 

ITEM 9.01. Exhibits

 

Designation of
Exhibit in this
Report


  

Description of Exhibit


99   

Registrant’s News Release

Dated October 24, 2005 (furnished pursuant to Item 2.02)

 

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This report includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as TI or its management “believes,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. Similarly, statements in this report that describe the Company’s business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements.

 

We urge you to carefully consider the following important factors that could cause actual results to differ materially from the expectations of the Company or its management:

 

• Market demand for semiconductors, particularly for analog chips and digital signal processors in key markets such as telecommunications and computers;

 

• TI’s ability to maintain or improve profit margins, including its ability to utilize its manufacturing facilities at sufficient levels to cover its fixed operating costs, in an intensely competitive and cyclical industry;

 

• TI’s ability to develop, manufacture and market innovative products in a rapidly changing technological environment;

 

• TI’s ability to compete in products and prices in an intensely competitive industry;

 

• TI’s ability to maintain and enforce a strong intellectual property portfolio and obtain needed licenses from third parties;

 

• Consolidation of TI’s patent licensees and market conditions reducing royalty payments to TI;

 

• Economic, social and political conditions in the countries in which TI, its customers or its suppliers operate, including security risks, health

 

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conditions, possible disruptions in transportation networks and fluctuations in foreign currency exchange rates;

 

• Natural events such as severe weather and earthquakes in the locations in which TI, its customers or suppliers operate;

 

• Availability and cost of raw materials, utilities and critical manufacturing equipment;

 

• Changes in the tax rate applicable to TI as the result of changes in tax law, the jurisdictions in which profits are determined to be earned and taxed, the outcome of tax audits and the ability to realize deferred tax assets;

 

• Losses or curtailments of purchases from key customers and the timing and amount of distributor and other customer inventory adjustments;

 

• Customer demand that differs from company forecasts;

 

• The financial impact of inadequate or excess TI inventories to meet demand that differs from projections;

 

• Product liability or warranty claims, or recalls by TI customers for a product containing a TI part;

 

• TI’s ability to recruit and retain skilled personnel; and

 

• Timely implementation of new manufacturing technologies, installation of manufacturing equipment and the ability to obtain needed third-party foundry and assembly/test subcontract services.

 

For a more detailed discussion of these factors, see the text under the heading “Cautionary Statements Regarding Future Results of Operations” in Item 1 of the Company’s most recent Form 10-K. The forward-looking statements included in this report on Form 8-K are made only as of the date of this report, and the Company undertakes no obligation to update the forward-looking statements to reflect subsequent events or circumstances.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

     TEXAS INSTRUMENTS INCORPORATED
Date: October 24, 2005    By:   

/s/ Kevin P. March


         

Kevin P. March

Senior Vice President

and Chief Financial Officer

 

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Registrant's News Release

Exhibit 99

 

TI Reports 3Q05 Financial Results

 

    Record Revenue, Up 11% Sequentially, 10% from Year Ago

 

    Record Gross and Operating Margins Despite Reduction in Inventory

 

    Record Operating Cash Flow of $1.51 Billion

 

    EPS of $0.38 Includes $0.03 Stock-Based Compensation Expense and $0.01 Higher Taxes

 

    Orders Up 10% Sequentially, 24% from Year Ago

 

Conference Call on TI Web Site at 4:30 p.m. Central Time Today

www.ti.com

 

DALLAS (October 24, 2005) – Texas Instruments Incorporated (TI) (NYSE: TXN) today reported record quarterly revenue of $3.59 billion, an increase of 11 percent sequentially and 10 percent over the third quarter of last year. Growth was driven by the company’s Semiconductor segment, which was up 13 percent sequentially and 13 percent from a year ago with particularly strong demand for digital signal processors (DSPs) and analog chips that are used in a variety of communications and entertainment electronics.

 

Earnings per share (EPS) in the third quarter were $0.38. As previously announced, the company began expensing stock options in the third quarter, and as a result, EPS included $0.03 of additional expense for stock-based compensation. For comparison purposes, it is important to note that equivalent stock-based compensation expense was not reflected in any prior quarterly period. EPS also included $0.01 for higher-than-anticipated taxes in the quarter.

 

In addition to record revenue, TI reached new highs for gross margin at 49.3 percent, for operating margin at 22.7 percent, and for operating cash flow at $1.51 billion. “This

 

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performance is especially significant as semiconductor inventories declined at TI and distributors,” said Rich Templeton, president and chief executive officer.

 

“Additionally, TI continued to gain share in areas with sustainable long-term growth,” he said. “Wireless revenue grew 16 percent sequentially and 20 percent from a year ago; high-performance analog revenue grew 10 percent sequentially and 16 percent from a year ago; and DLP® product revenue grew 41 percent sequentially and was even with a year ago.

 

“TI continues to hold leadership positions in semiconductors for both the high and low ends of the cell phone market. For solutions used in feature-rich 3G UMTS cell phones, revenue remains on track to exceed $1 billion in 2005. In low-priced cell phones, TI’s solutions are penetrating markets such as China, India, Brazil and Africa, changing the way people communicate.

 

“In high-performance analog, our leadership products in data converters, power management and amplifiers continue to attract new customers and yield solid results. And in DLP products, we recovered from an inventory correction in the first half of the year and moved into a strong third quarter,” Templeton said.

 

“In summary, this was an excellent quarter. We are fortunate to have a unique position with leadership in multiple markets and a business model that allows us to invest in critical R&D yet generate high levels of operating cash flow. We remain focused on making our customers successful and on returning value to our shareholders,” Templeton concluded.

 

Gross Profit

 

In the third quarter, TI’s gross profit was a record $1.77 billion, or 49.3 percent of revenue. This included the impact of $16 million, or 0.5 percent of revenue, of stock-based

 

2


compensation expense. Gross profit increased $250 million sequentially and $282 million from a year ago due to higher gross profit in the company’s Semiconductor segment.

 

Operating Expenses

 

Research and development (R&D) expense of $527 million, or 14.7 percent of revenue, increased $34 million sequentially and $44 million from a year ago primarily due to stock-based compensation expense, which was $26 million in the quarter. The change from a year ago also included higher product development expenses, primarily for analog and DSP semiconductors that go into cell phones.

 

Selling, general and administrative (SG&A) expense of $429 million, or 12.0 percent of revenue, increased $70 million sequentially and $80 million from a year ago primarily due to compensation expense as well as higher marketing expense. Stock-based compensation expense in SG&A was $40 million in the third quarter.

 

Operating Profit

 

Operating profit of $815 million and operating margin of 22.7 percent of revenue were all-time highs for the company. Operating profit increased $146 million sequentially and $158 million from a year ago due to higher gross profit. Operating profit reflected the impact of $82 million, or 2.3 percent of revenue, of stock-based compensation expense, which was included in corporate activities.

 

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Other Income (Expense) Net (OI&E)

 

OI&E of $49 million decreased $7 million sequentially and $13 million from a year ago primarily due to favorable items included in the previous periods. OI&E in the second quarter included a tax interest benefit, and the year-ago quarter included a significant favorable settlement with the Italian government regarding TI’s former memory-chip operations.

 

Net Income

 

Net income was $631 million. EPS of $0.38, which includes $0.03 of stock-based compensation expense and $0.01 of higher-than-anticipated taxes, was even with the second quarter. EPS in the second quarter included $0.06 of nonrecurring tax-related benefits.

 

Compared with a year ago, EPS increased $0.06 due to higher operating profit.

 

The 27 percent effective tax rate for the third quarter was higher than the previously expected 24 percent rate due to a revision in the estimated annual effective tax rate and the associated cumulative adjustment.

 

Orders

 

TI orders of $3.74 billion increased $351 million sequentially and $721 million from a year ago due to higher demand for Semiconductor products.

 

Cash

 

Cash flow from operations of $1.51 billion increased $687 million sequentially and $572 million from a year ago.

 

At the end of the third quarter, total cash (cash and cash equivalents plus short-term investments and long-term cash investments) was $5.25 billion, up $773 million from the end of

 

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the previous quarter and down $366 million from the end of the year-ago period. During the quarter, the company used $496 million in cash to repurchase 15 million shares of TI common stock. Over the past 12 months, TI has repurchased 140 million shares of common stock and paid $169 million in dividends.

 

Capital Spending and Depreciation

 

Capital expenditures of $450 million increased $193 million sequentially and $120 million from a year ago. TI’s capital expenditures in the third quarter were primarily for assembly and test equipment, advanced wafer fabrication equipment and building the company’s new 300-millimeter manufacturing facility in Richardson, Texas.

 

Depreciation of $339 million decreased $6 million sequentially and $39 million from a year ago.

 

Accounts Receivable and Inventories

 

Accounts receivable of $1.92 billion at the end of the third quarter increased $13 million sequentially due to higher revenue, partially offset by seasonally lower receivables in the company’s E&PS business. Accounts receivable decreased $50 million from the end of the year-ago quarter. Days sales outstanding were 48 at the end of the third quarter compared with 53 at the end of the previous quarter and 54 at the end of the year-ago quarter.

 

Inventories of $1.16 billion at the end of the third quarter decreased $44 million sequentially due to stronger-than-expected shipments, which reduced inventory to less-than-desired levels. Inventory decreased $198 million from a year ago when inventories were higher than

 

5


desired. Days of inventory at the end of the third quarter were 57 compared with 63 at the end of the previous quarter and 69 at the end of the year-ago quarter.

 

Outlook

 

TI intends to provide a mid-quarter update to its financial outlook on December 7, 2005, by issuing a press release and holding a conference call. Both will be available on the company’s web site.

 

For the fourth quarter of 2005, TI expects revenue to be in the following ranges:

 

    Total TI, $3.425 billion to $3.715 billion;

 

    Semiconductor, $3.075 billion to $3.325 billion;

 

    Sensors & Controls, $290 million to $310 million; and

 

    E&PS, $60 million to $80 million.

 

TI expects EPS to be in the range of $0.36 to $0.40. This estimate includes about $0.03 for stock-based compensation expense.

 

For 2005, TI expects R&D expense of about $2.1 billion, capital expenditures of about $1.3 billion and depreciation of about $1.4 billion. The estimated annual effective tax rate for 2005 is about 25 percent.

 

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TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Consolidated Statements of Income

(In millions, except per-share amounts)

 

     For Three Months Ended

 
     Sept. 30
2005


    June 30
2005


    Sept. 30
2004


 

Net revenue

   $ 3590     $ 3239     $ 3250  

Cost of revenue (COR)

     1819       1718       1761  
    


 


 


Gross profit

     1771       1521       1489  

Gross profit % of revenue

     49.3 %     47.0 %     45.8 %

Research and development (R&D)

     527       493       483  

R&D % of revenue

     14.7 %     15.2 %     14.9 %

Selling, general and administrative (SG&A)

     429       359       349  

SG&A % of revenue

     12.0 %     11.1 %     10.7 %
    


 


 


Total operating expenses

     956       852       832  
    


 


 


Profit from operations

     815       669       657  

Operating profit % of revenue

     22.7 %     20.6 %     20.2 %

Other income (expense) net

     49       56       62  

Interest on loans

     2       2       4  
    


 


 


Income before income taxes

     862       723       715  

Provision for income taxes

     231       95       152  
    


 


 


Net income

   $ 631     $ 628     $ 563  
    


 


 


Basic earnings per common share

   $ .39     $ .38     $ .33  
    


 


 


Diluted earnings per common share

   $ .38     $ .38     $ .32  
    


 


 


Average shares outstanding, basic

     1624       1633       1730  

Average shares outstanding, diluted

     1663       1669       1759  

Cash dividends declared per share of common stock

   $ .025     $ .025     $ .021  

 

Stock-based compensation expense included in items above:

 

     Sept. 30
2005


    June 30
2005


    Sept. 30
2004


 

COR

   $ 16       —         —    

% of revenue

     0.5 %     —         —    

R&D

     26       —         —    

% of revenue

     0.7 %     —         —    

SG&A

     40     $ 5     $ 5  

% of revenue

     1.1 %     0.2 %     0.2 %

Profit from operations

     82       5       5  

% of revenue

     2.3 %     0.2 %     0.2 %

 

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TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Consolidated Balance Sheets

(In millions of dollars)

 

     Sept. 30
2005


    June 30
2005


    Sept. 30
2004


 

Assets

                        

Cash and cash equivalents

   $ 1946     $ 2133     $ 1674  

Short-term investments

     3305       2345       2312  

Accounts receivable, net of allowances for customer adjustments and doubtful accounts of $48 million at September 30, 2005, $39 million at June 30, 2005, and $45 million at September 30, 2004

     1915       1902       1965  

Raw materials

     114       116       122  

Work in process

     719       700       885  

Finished goods

     325       386       349  
    


 


 


Inventories

     1158       1202       1356  
    


 


 


Deferred income taxes

     581       597       451  

Prepaid expenses and other current assets

     226       320       541  
    


 


 


Total current assets

     9131       8499       8299  
    


 


 


Property, plant and equipment at cost

     9189       9323       9830  

Less accumulated depreciation

     (5324 )     (5566 )     (5711 )
    


 


 


Property, plant and equipment, net

     3865       3757       4119  
    


 


 


Long-term cash investments

     —         —         1631  

Equity and debt investments

     234       265       248  

Goodwill

     708       708       693  

Acquisition-related intangibles

     76       86       125  

Deferred income taxes

     413       568       476  

Capitalized software licenses, net

     262       288       310  

Prepaid retirement costs

     224       246       154  

Other assets

     71       69       82  
    


 


 


Total assets

   $ 14984     $ 14486     $ 16137  
    


 


 


Liabilities and Stockholders’ Equity

                        

Loans payable and current portion long-term debt

   $ 303     $ 306     $ 10  

Accounts payable

     796       614       664  

Accrued expenses and other liabilities

     962       865       886  

Income taxes payable

     82       255       124  

Profit sharing contributions and accrued retirement

     103       70       208  
    


 


 


Total current liabilities

     2246       2110       1892  
    


 


 


Long-term debt

     55       55       373  

Accrued retirement costs

     510       534       591  

Deferred income taxes

     33       35       63  

Deferred credits and other liabilities

     267       289       322  

Stockholders’ equity:

                        

Preferred stock, $25 par value. Authorized — 10,000,000 shares. Participating cumulative preferred. None issued.

     —         —         —    

Common stock, $1 par value. Authorized — 2,400,000,000 shares. Shares issued: September 30, 2005 — 1,738,650,318; June 30, 2005 — 1,738,514,238; September 30, 2004 — 1,738,141,785

     1739       1739       1738  

Paid-in capital

     674       611       789  

Retained earnings

     12787       12197       10795  

Less treasury common stock at cost:

                        

Shares: September 30, 2005 — 120,597,527; June 30, 2005 — 115,461,457; September 30, 2004 — 10,216,953

     (3152 )     (2908 )     (248 )

Accumulated other comprehensive income (loss):

                        

Minimum pension liability

     (158 )     (163 )     (155 )

Unrealized holding gains (losses) on investments

     (15 )     (11 )     (15 )

Deferred compensation

     (2 )     (2 )     (8 )
    


 


 


Total stockholders’ equity

     11873       11463       12896  
    


 


 


Total liabilities and stockholders’ equity

   $ 14984     $ 14486     $ 16137  
    


 


 


 

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TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Statements of Cash Flows

(In millions of dollars)

 

     For Three Months Ended

 
     Sept. 30
2005


    June 30
2005


    Sept. 30
2004


 

Cash flows from operating activities:

                        

Net income

   $ 631     $ 628     $ 563  

Adjustments to reconcile net income to cash provided by operating activities:

                        

Depreciation

     339       345       378  

Stock-based compensation

     82       5       5  

Amortization of acquisition-related costs

     13       15       16  

(Gains)/losses on investments

     —         2       4  

(Gains)/losses on sales of assets

     —         (1 )     —    

Deferred income taxes

     110       (174 )     41  

Other

     80       42       43  

(Increase) decrease from change in:

                        

Accounts receivable

     (12 )     (212 )     (37 )

Inventories

     44       43       (71 )

Prepaid expenses and other current assets

     93       86       (50 )

Accounts payable and accrued expenses

     248       1       (53 )

Income taxes payable

     (154 )     10       88  

Accrued profit sharing and retirement

     32       31       26  

Noncurrent accrued retirement costs

     8       6       (11 )
    


 


 


Net cash provided by operating activities

     1514       827       942  

Cash flows from investing activities:

                        

Additions to property, plant and equipment

     (450 )     (257 )     (330 )

Sales of assets

     —         5       —    

Purchases of cash investments

     (2095 )     (248 )     (911 )

Sales and maturities of cash investments

     1147       1192       883  

Purchases of equity investments

     (5 )     (6 )     (2 )

Sales of equity and debt investments

     39       —         1  

Acquisition of businesses, net of cash acquired

     —         (18 )     —    
    


 


 


Net cash provided by (used in) investing activities

     (1364 )     668       (359 )

Cash flows from financing activities:

                        

Payments on loans payable and long-term debt

     —         (10 )     (405 )

Dividends paid on common stock

     (41 )     (41 )     (36 )

Sales and other common stock transactions

     160       116       5  

Excess tax benefit from stock-option exercises

     42       —         —    

Common stock repurchases

     (496 )     (1292 )     (98 )
    


 


 


Net cash used in financing activities

     (335 )     (1227 )     (534 )

Effect of exchange rate changes on cash

     (2 )     9       2  
    


 


 


Net increase (decrease) in cash and cash equivalents

     (187 )     277       51  

Cash and cash equivalents at beginning of period

     2133       1856       1623  
    


 


 


Cash and cash equivalents at end of period

   $ 1946     $ 2133     $ 1674  
    


 


 


 

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Business Segment Net Revenue

(In millions of dollars)

 

     For Three Months Ended

 
     Sept. 30
2005


    June 30
2005


    Sept. 30
2004


 

Semiconductor

                        

Trade

   $ 3134     $ 2764     $ 2785  

Intersegment

     1       1       1  
    


 


 


       3135       2765       2786  
    


 


 


Sensors & Controls

                        

Trade

     278       294       275  

Intersegment

     2       1       1  
    


 


 


       280       295       276  
    


 


 


Educational & Productivity Solutions

                        

Trade

     177       181       190  

Intersegment Eliminations

     (2 )     (2 )     (2 )
    


 


 


Total net revenue

   $ 3590     $ 3239     $ 3250  
    


 


 


 

Business Segment Profit (Loss)

(In millions of dollars)

 

     For Three Months Ended

 
     Sept. 30
2005


    June 30
2005


    Sept. 30
2004


 

Semiconductor

   $ 835     $ 594     $ 582  

Sensors & Controls

     60       72       66  

Educational & Productivity Solutions

     79       79       83  

Corporate *

     (145 )     (57 )     (53 )

Charges/gains and acquisition-related amortization

     (14 )     (19 )     (21 )
    


 


 


Profit from operations

   $ 815     $ 669     $ 657  
    


 


 


 

* Profit from operations includes, in millions of dollars, stock-based compensation expense of $82, $5 and $5 for the third quarter and second quarter of 2005 and the third quarter of 2004.

 

10


Semiconductor

 

    Semiconductor revenue of $3.13 billion increased $370 million sequentially, or 13 percent, due to strong growth in demand for the company’s DSP, analog and DLP products. Compared with a year ago, revenue increased 13 percent due to higher demand for DSP and analog products.

 

    Gross profit was $1.60 billion, or 50.9 percent of revenue. Gross profit increased $280 million sequentially and $308 million from a year ago primarily due to higher revenue plus manufacturing cost reductions and higher utilization of manufacturing assets.

 

    Operating profit was $835 million, or 26.6 percent of revenue, up $241 million sequentially and $253 million from a year ago due to higher gross profit.

 

    Analog revenue increased 13 percent sequentially reflecting strong demand for high-performance analog products, as well as wireless analog products. Compared with a year ago, analog revenue increased 11 percent primarily due to strength in high-performance analog products. High-performance analog revenue grew 10 percent sequentially and 16 percent from a year ago.

 

    DSP revenue increased 16 percent sequentially and 20 percent from a year ago primarily due to higher demand from the wireless market.

 

   

TI’s remaining Semiconductor revenue grew 11 percent sequentially and 4 percent from a year ago. The sequential increase was primarily due to increased DLP product revenue and, to a lesser extent, standard logic and royalty revenue. Microcontroller and RISC microprocessor revenue was about the same as the second quarter. From a year ago, RISC

 

11


 

microprocessor, royalty, microcontroller and standard logic revenue increased. DLP product revenue was about the same as a year ago.

 

    Semiconductor orders of $3.32 billion increased 12 percent sequentially primarily due to strong demand for DSP and analog products used in cell phones, as well as demand for high-performance analog and other DSP products. Compared with a year ago, orders increased 26 percent due to strong demand across a broad base of the company’s products.

 

3Q Semiconductor Highlights

 

    TI introduced DaVinci™, its most advanced semiconductor technology for new generations of digital video products. A DSP-based solution with integrated processors, software and tools, DaVinci-enabled solutions are under way for products such as digital cameras, automotive infotainment products, portable media players, set-top boxes and video security systems. Additionally, TI released a suite of companion analog products to help customers quickly introduce their DaVinci-based systems into the market.

 

    Samsung Electronics selected TI’s OMAP™ platform and Bluetooth® solutions for its first Symbian OS™ and Series 60-based smartphones.

 

    TI announced it has achieved cumulative shipments of more than 150 million Voice over IP (VoIP) ports, retaining its leadership in the VoIP market.

 

Sensors & Controls

 

    Sensors & Controls revenue was $280 million, down $15 million sequentially primarily due to lower seasonal demand for controls products and up $4 million from a year ago due to higher demand for automotive sensors products.

 

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    Gross profit was $93 million, or 33.1 percent of revenue, down $15 million sequentially due to lower revenue and higher manufacturing costs, and down $9 million from a year ago primarily due to higher manufacturing costs, including start-up expenses for new products.

 

    Operating profit was $60 million, or 21.4 percent of revenue, down $12 million sequentially and down $6 million from a year ago due to lower gross profit.

 

Educational & Productivity Solutions (E&PS)

 

    E&PS revenue was $177 million, down $4 million sequentially and down $13 million from a year ago due to lower sales of graphing calculators.

 

    Gross profit was $110 million, or 62.1 percent of revenue, about even sequentially and down $4 million from a year ago primarily due to lower revenue.

 

    Operating profit was $79 million, or 44.7 percent of revenue, even sequentially and down $4 million from a year ago due to lower gross profit.

 

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“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This release includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as TI or its management “believes,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. Similarly, statements in this release that describe the Company’s business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements.

 

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We urge you to carefully consider the following important factors that could cause actual results to differ materially from the expectations of the Company or its management:

 

    Market demand for semiconductors, particularly for analog chips and digital signal processors in key markets such as telecommunications and computers;

 

    TI’s ability to maintain or improve profit margins, including its ability to utilize its manufacturing facilities at sufficient levels to cover its fixed operating costs, in an intensely competitive and cyclical industry;

 

    TI’s ability to develop, manufacture and market innovative products in a rapidly changing technological environment;

 

    TI’s ability to compete in products and prices in an intensely competitive industry;

 

    TI’s ability to maintain and enforce a strong intellectual property portfolio and obtain needed licenses from third parties;

 

    Consolidation of TI’s patent licensees and market conditions reducing royalty payments to TI;

 

    Economic, social and political conditions in the countries in which TI, its customers or its suppliers operate, including security risks, health conditions, possible disruptions in transportation networks and fluctuations in foreign currency exchange rates;

 

    Natural events such as severe weather and earthquakes in the locations in which TI, its customers or suppliers operate;

 

    Availability and cost of raw materials, utilities and critical manufacturing equipment;

 

    Changes in the tax rate applicable to TI as the result of changes in tax law, the jurisdictions in which profits are determined to be earned and taxed, the outcome of tax audits and the ability to realize deferred tax assets;

 

    Losses or curtailments of purchases from key customers and the timing and amount of distributor and other customer inventory adjustments;

 

    Customer demand that differs from company forecasts;

 

    The financial impact of inadequate or excess TI inventories to meet demand that differs from projections;

 

    Product liability or warranty claims, or recalls by TI customers for a product containing a TI part;

 

    TI’s ability to recruit and retain skilled personnel; and

 

    Timely implementation of new manufacturing technologies, installation of manufacturing equipment and the ability to obtain needed third-party foundry and assembly/test subcontract services.

 

For a more detailed discussion of these factors, see the text under the heading “Cautionary Statements Regarding Future Results of Operations” in Item 1 of the Company’s most recent Form 10-K. The forward-looking statements included in this release are made only as of the date of publication, and the Company undertakes no obligation to update the forward-looking statements to reflect subsequent events or circumstances.

 

Texas Instruments Incorporated provides innovative DSP and analog technologies to meet our customers’ real world signal processing requirements. In addition to Semiconductor, the company’s businesses include Sensors & Controls and Educational & Productivity Solutions. TI is headquartered in Dallas, Texas, and has manufacturing, design or sales operations in more than 25 countries.

 

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Texas Instruments is traded on the New York Stock Exchange under the symbol TXN. More information is located on the World Wide Web at www.ti.com.

 

TI Trademarks:

DLP

DaVinci

OMAP

 

Other trademarks are the property of their respective owners.

 

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