DELAWARE
|
|
001-03761
|
|
75-0289970
|
(State
or other jurisdiction of incorporation)
|
|
(Commission
file number)
|
|
(I.R.S.
employer identification
no.)
|
¨
|
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-4(c))
|
|
ITEM
9.01. Exhibits
|
Designation
of
Exhibit
in
this
Report
|
|
Description
of Exhibit
|
99
|
|
Registrant’s
News Release
|
|
|
Dated
October 22, 2007 (furnished pursuant to Item
2.02)
|
·
|
Market
demand for semiconductors, particularly for analog chips and digital
signal processors in key markets such as communications, entertainment
electronics and computing;
|
·
|
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;
|
·
|
Expiration
of license agreements between TI and its 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 its suppliers
operate;
|
·
|
Availability
and cost of raw materials, utilities, manufacturing
equipment, third-party manufacturing services and manufacturing
technology;
|
·
|
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.
|
|
|
TEXAS
INSTRUMENTS INCORPORATED
|
||
Date:
October 22, 2007
|
|
By:
|
|
/s/
Kevin P. March
|
|
|
|
|
Kevin
P. March
|
|
|
|
|
Senior
Vice President
|
|
|
|
|
and
Chief Financial Officer
|
·
|
TI
Revenue Up 7% Sequentially, Down 3% from Year
Ago
|
·
|
EPS
of $0.52
|
·
|
Record
Gross and Operating Margins Supported by Strong Analog Revenue
Growth
|
·
|
Total
TI, $3.40 billion to $3.68 billion;
|
·
|
Semiconductor,
$3.33 billion to $3.59 billion; and
|
·
|
Education
Technology, $70 million to $90
million.
|
For
Three Months Ended
|
||||||||||||
Sept.
30,
2007
|
June
30,
2007
|
Sept.
30,
2006
|
||||||||||
Net
revenue
|
$ |
3,663
|
$ |
3,424
|
$ |
3,761
|
||||||
Cost
of revenue (COR)
|
1,679
|
1,640
|
1,829
|
|||||||||
Gross
profit
|
1,984
|
1,784
|
1,932
|
|||||||||
Research
and development (R&D)
|
542
|
551
|
570
|
|||||||||
Selling,
general and administrative (SG&A)
|
429
|
424
|
432
|
|||||||||
Total
operating costs and expenses
|
2,650
|
2,615
|
2,831
|
|||||||||
Profit
from operations
|
1,013
|
809
|
930
|
|||||||||
Other
income (expense) net
|
53
|
56
|
54
|
|||||||||
Income
from continuing operations before income taxes
|
1,066
|
865
|
984
|
|||||||||
Provision
for income taxes
|
308
|
251
|
298
|
|||||||||
Income
from continuing operations
|
758
|
614
|
686
|
|||||||||
Income
(loss) from discontinued operations, net of income taxes
|
18
|
(4 | ) |
16
|
||||||||
Net
income
|
$ |
776
|
$ |
610
|
$ |
702
|
||||||
Basic
earnings per common share:
|
||||||||||||
Income
from continuing operations
|
$ |
.54
|
$ |
.43
|
$ |
.46
|
||||||
Net
income
|
$ |
.55
|
$ |
.42
|
$ |
.47
|
||||||
Diluted
earnings per common share:
|
||||||||||||
Income
from continuing operations
|
$ |
.52
|
$ |
.42
|
$ |
.45
|
||||||
Net
income
|
$ |
.54
|
$ |
.42
|
$ |
.46
|
||||||
Average
shares outstanding (millions):
|
||||||||||||
Basic
|
1,417
|
1,437
|
1,506
|
|||||||||
Diluted
|
1,448
|
1,469
|
1,537
|
|||||||||
Cash
dividends declared per share of common stock
|
$ |
.08
|
$ |
.08
|
$ |
.03
|
||||||
Percentage
of revenue:
|
||||||||||||
Gross
profit
|
54.2 | % | 52.1 | % | 51.4 | % | ||||||
R&D
|
14.8 | % | 16.1 | % | 15.2 | % | ||||||
SG&A
|
11.7 | % | 12.4 | % | 11.5 | % | ||||||
Operating
profit
|
27.6 | % | 23.6 | % | 24.7 | % |
Sept.
30,
2007
|
June
30,
2007
|
Sept.
30,
2006
|
||||||||||
Assets
|
||||||||||||
Current
assets:
|
||||||||||||
Cash
and cash equivalents
|
$ |
807
|
$ |
1,266
|
$ |
1,430
|
||||||
Short-term
investments
|
2,862
|
2,315
|
2,754
|
|||||||||
Accounts
receivable, net of allowances of ($30), ($27) and ($29)
|
2,023
|
1,897
|
2,089
|
|||||||||
Raw
materials
|
102
|
106
|
117
|
|||||||||
Work
in process
|
934
|
876
|
946
|
|||||||||
Finished
goods
|
414
|
442
|
428
|
|||||||||
Inventories
|
1,450
|
1,424
|
1,491
|
|||||||||
Deferred
income taxes
|
702
|
1,072
|
666
|
|||||||||
Prepaid
expenses and other current assets
|
209
|
246
|
191
|
|||||||||
Total
current assets
|
8,053
|
8,220
|
8,621
|
|||||||||
Property,
plant and equipment at cost
|
7,597
|
7,657
|
7,890
|
|||||||||
Less
accumulated depreciation
|
(3,916 | ) | (3,859 | ) | (3,901 | ) | ||||||
Property,
plant and equipment, net
|
3,681
|
3,798
|
3,989
|
|||||||||
Equity
and other long-term investments
|
265
|
254
|
270
|
|||||||||
Goodwill
|
796
|
792
|
792
|
|||||||||
Acquisition-related
intangibles
|
108
|
117
|
131
|
|||||||||
Deferred
income taxes
|
425
|
405
|
411
|
|||||||||
Capitalized
software licenses, net
|
242
|
259
|
175
|
|||||||||
Overfunded
retirement plans
|
77
|
79
|
--
|
|||||||||
Prepaid
retirement costs
|
--
|
--
|
308
|
|||||||||
Other
assets
|
77
|
96
|
88
|
|||||||||
Total
assets
|
$ |
13,724
|
$ |
14,020
|
$ |
14,785
|
||||||
Liabilities
and Stockholders’ Equity
|
||||||||||||
Current
liabilities:
|
||||||||||||
Loans
payable and current portion of long-term debt
|
$ |
--
|
$ |
--
|
$ |
43
|
||||||
Accounts
payable
|
644
|
622
|
744
|
|||||||||
Accrued
expenses and other liabilities
|
1,092
|
1,048
|
1,066
|
|||||||||
Income
taxes payable
|
152
|
187
|
458
|
|||||||||
Accrued
profit sharing and retirement
|
143
|
98
|
118
|
|||||||||
Total
current liabilities
|
2,031
|
1,955
|
2,429
|
|||||||||
Underfunded
retirement plans
|
95
|
115
|
--
|
|||||||||
Accrued
retirement costs
|
--
|
--
|
67
|
|||||||||
Deferred
income taxes
|
27
|
20
|
14
|
|||||||||
Deferred
credits and other liabilities
|
434
|
436
|
248
|
|||||||||
Total
liabilities
|
2,587
|
2,526
|
2,758
|
|||||||||
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: Sept. 30, 2007 -- 1,739,579,782; June 30, 2007 --
1,739,467,307; Sept. 30, 2006 -- 1,739,102,544
|
1,740
|
1,739
|
1,739
|
|||||||||
Paid-in
capital
|
853
|
761
|
820
|
|||||||||
Retained
earnings
|
19,172
|
18,511
|
16,927
|
|||||||||
Less
treasury common stock at cost.
Shares: Sept.
30, 2007 -- 341,373,012; June
30, 2007 -- 310,382,046; Sept. 30, 2006 -- 255,218,212
|
(10,344 | ) | (9,233 | ) | (7,413 | ) | ||||||
Accumulated
other comprehensive income (loss), net of tax
|
(284 | ) | (284 | ) | (46 | ) | ||||||
Total
stockholders’ equity
|
11,137
|
11,494
|
12,027
|
|||||||||
Total
liabilities and stockholders’ equity
|
$ |
13,724
|
$ |
14,020
|
$ |
14,785
|
||||||
For
Three Months Ended
|
||||||||||||
Sept.
30,
2007
|
June
30,
2007
|
Sept.
30,
2006
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
income
|
$ |
776
|
$ |
610
|
$ |
702
|
||||||
Adjustments
to reconcile net income to cash provided by
operating
activities of continuing operations:
|
||||||||||||
(Income)
loss from discontinued operations
|
(18 | ) |
4
|
(16 | ) | |||||||
Depreciation
|
262
|
256
|
266
|
|||||||||
Stock-based
compensation
|
66
|
69
|
79
|
|||||||||
Amortization
of capitalized software
|
24
|
24
|
26
|
|||||||||
Amortization
of acquisition-related intangibles
|
10
|
14
|
15
|
|||||||||
(Gains)
losses on sales of assets
|
(39 | ) |
--
|
--
|
||||||||
Deferred
income taxes
|
36
|
(3 | ) | (46 | ) | |||||||
Increase
(decrease) from changes in:
|
||||||||||||
Accounts
receivable
|
(117 | ) | (144 | ) | (149 | ) | ||||||
Inventories
|
(34 | ) | (15 | ) | (156 | ) | ||||||
Prepaid
expenses and other current assets
|
24
|
42
|
4
|
|||||||||
Accounts
payable and accrued expenses
|
154
|
110
|
81
|
|||||||||
Income
taxes payable
|
378
|
(132 | ) | (377 | ) | |||||||
Accrued
profit sharing and retirement
|
45
|
47
|
41
|
|||||||||
Change
in funded status of retirement plans and accrued
retirement
costs
|
(14 | ) |
--
|
(65 | ) | |||||||
Other
|
(22 | ) |
16
|
21
|
||||||||
Net
cash provided by operating activities of continuing
operations
|
1,531
|
898
|
426
|
|||||||||
Cash
flows from investing activities:
|
||||||||||||
Additions
to property, plant and equipment
|
(152 | ) | (174 | ) | (276 | ) | ||||||
Proceeds
from sales of assets
|
61
|
--
|
--
|
|||||||||
Purchases
of cash investments
|
(1,916 | ) | (1,479 | ) | (1,330 | ) | ||||||
Sales
and maturities of cash investments
|
1,374
|
1,529
|
2,585
|
|||||||||
Purchases
of equity investments
|
(15 | ) | (6 | ) | (11 | ) | ||||||
Sales
of equity and other long-term investments
|
4
|
3
|
--
|
|||||||||
Acquisitions,
net of cash acquired
|
(4 | ) |
--
|
--
|
||||||||
Net
cash provided by (used in) investing activities of continuing
operations
|
(648 | ) | (127 | ) |
968
|
|||||||
Cash
flows from financing activities:
|
||||||||||||
Payments
on loans and long-term debt
|
--
|
(43 | ) |
--
|
||||||||
Dividends
paid
|
(114 | ) | (115 | ) | (46 | ) | ||||||
Sales
and other common stock transactions
|
166
|
374
|
82
|
|||||||||
Excess
tax benefit from stock option exercises
|
16
|
56
|
21
|
|||||||||
Stock
repurchases
|
(1,409 | ) | (742 | ) | (1,695 | ) | ||||||
Net
cash used in financing activities of continuing operations
|
(1,341 | ) | (470 | ) | (1,638 | ) | ||||||
Effect
of exchange rate changes on cash
|
(1 | ) |
--
|
(4 | ) | |||||||
Net
increase (decrease) in cash and cash equivalents
|
(459 | ) |
301
|
(248 | ) | |||||||
Cash
and cash equivalents, beginning of period
|
1,266
|
965
|
1,678
|
|||||||||
Cash
and cash equivalents, end of period
|
$ |
807
|
$ |
1,266
|
$ |
1,430
|
For
Three Months Ended
|
||||||||||||
Sept.
30,
2007
|
June
30,
2007
|
Sept.
30,
2006
|
||||||||||
Semiconductor
|
$ |
3,461
|
$ |
3,257
|
$ |
3,579
|
||||||
Education
Technology
|
202
|
167
|
182
|
|||||||||
Total
net revenue
|
$ |
3,663
|
$ |
3,424
|
$ |
3,761
|
||||||
For
Three Months Ended
|
||||||||||||
Sept.
30,
2007
|
June
30,
2007
|
Sept.
30,
2006
|
||||||||||
Semiconductor
|
$ |
1,031
|
$ |
905
|
$ |
1,008
|
||||||
Education
Technology
|
99
|
74
|
83
|
|||||||||
Corporate*
|
(117 | ) | (170 | ) | (161 | ) | ||||||
Profit
from operations
|
$ |
1,013
|
$ |
809
|
$ |
930
|
||||||
*
Corporate includes a gain on the sale of the company's semiconductor
product line for broadband DSL customer-premises equipment of $39
in the
third quarter of 2007 in cost of revenue. Corporate also includes
the following stock-based compensation expense:
|
||||||||||||
COR
|
$ |
12
|
$ |
13
|
$ |
15
|
||||||
R&D
|
20
|
21
|
24
|
|||||||||
SG&A
|
34
|
35
|
40
|
|||||||||
Profit
from operations
|
$ |
66
|
$ |
69
|
$ |
79
|
·
|
Revenue
in the third quarter was $3.46 billion. This was an increase of
6 percent from the prior quarter primarily due to higher demand for
analog
products, as well as for DSP products used in cell phone
applications. Compared with a year ago, revenue decreased 3
percent as higher analog product revenue was more than offset by
declines
across a broad base of other
products.
|
o
|
Analog
product revenue of $1.40 billion was up 10 percent from the prior
quarter
primarily due to increased demand for high-performance analog products,
as
well as a broad range of analog products used in other applications,
especially storage devices. Compared with the year-ago quarter,
analog revenue increased 2 percent due to gains in high-performance
analog. Revenue from high-performance analog products increased
13 percent from the prior quarter and 10 percent from a year
ago.
|
o
|
DSP
product revenue of $1.31 billion was up 6 percent from the prior
quarter
primarily due to higher demand for products used in cell phone
applications. DSP product revenue declined 4 percent from a
year ago primarily due to products used in wireless network
infrastructure and cell phone
applications.
|
·
|
TI’s
remaining Semiconductor revenue of $751 million was about even with
the
prior quarter as growth in microcontroller, standard logic and RISC
microprocessor product revenue offset a decline in DLP®
product
revenue. Royalties also grew on a sequential
basis. TI’s remaining Semiconductor revenue decreased 10
percent from the year-ago quarter primarily due to declines in DLP,
RISC
microprocessor and standard logic product revenue, while royalties
and
microcontroller product revenue grew compared with the year-ago
quarter.
|
·
|
Gross
profit was $1.84 billion, or 53.2 percent of revenue. This was
an increase of $132 million from the prior quarter primarily due
to higher
revenue. Compared with the year-ago quarter, gross profit was
about even primarily due to reduced manufacturing costs, which
offset the
impact of lower revenue.
|
·
|
Operating
profit was $1.03 billion, or 29.8 percent of revenue. This was
an increase of $126 million from the prior quarter due to higher
gross
profit. It was an increase of $23 million from the year-ago
quarter due to lower R&D
expense.
|
·
|
Semiconductor
orders were $3.44 billion. This was an increase of 6 percent
from the prior quarter and 4 percent from the year-ago quarter primarily
due to higher demand for analog and DSP
products.
|
·
|
TI
introduced the industry's lowest power zero-crossover operational
amplifier. This high-performance analog product’s unique
architecture improves performance and simplifies designs in
battery-powered, portable
applications.
|
·
|
TI
launched a new, low-cost DaVinciTM
processor
that doubles the battery life of portable, high-definition video
products such as digital cameras and IP video security
cameras.
|
·
|
TI
introduced a power management battery fuel gauge chip that predicts
battery life with 99 percent accuracy in smartphones and other
handheld devices.
|
·
|
Revenue
in the third quarter was $202 million. This was an increase of
$35 million from the prior quarter as retailers purchased calculators
for
the back-to-school season. It was an increase of $20 million
from the year-ago quarter as some major retailers shifted calculator
purchases from the second into the third quarter in order to
be closer to the start of the school
year.
|
·
|
Gross
profit was $136 million, or a record 67.1 percent of
revenue. This was up $27 million from the prior quarter and $20
million from the year-ago quarter due to higher
revenue.
|
·
|
Operating
profit was $99 million, or a record 49.1 percent of
revenue. This was an increase of $25 million compared with the
prior quarter and $16 million compared with the year-ago quarter
due to
higher gross profit.
|
·
|
Market
demand for semiconductors, particularly for analog chips and digital
signal processors
in key markets such as communications, entertainment electronics
and
computing;
|
·
|
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;
|
·
|
Expiration
of license agreements between TI and its 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 its suppliers
operate;
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·
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Availability
and cost of raw materials, utilities, manufacturing
equipment, third-party manufacturing services and manufacturing
technology;
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·
|
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.
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