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): September 9, 2010
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-4(c))
|
ITEM 7.01. Regulation FD Disclosure
The Registrant’s news release dated September 9, 2010, regarding the Registrant’s outlook for the third quarter of 2010 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 September 9, 2010 (furnished pursuant to Item 7.01)
|
|
“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 TI or its management:
|
|
•
|
Market demand for semiconductors, particularly 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;
|
|
|
•
|
Changes in laws and regulations to which TI or its suppliers are or may become subject, such as those imposing fees or reporting or substitution costs relating to the discharge of emissions into the environment or the use of certain raw materials in our manufacturing processes;
|
|
|
•
|
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 our forecasts;
|
|
|
•
|
The financial impact of inadequate or excess TI inventory that results from demand that differs from projections;
|
|
|
•
|
The ability of TI and its customers and suppliers to access their bank accounts and lines of credit or otherwise access the capital markets;
|
|
|
•
|
Impairments of our non-financial assets;
|
|
|
•
|
Product liability or warranty claims, claims based on epidemic or delivery failure 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 “Risk Factors” discussion in Item 1A 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: September 9, 2010
|
|
By:
|
|
/s/ KEVIN P. MARCH
|
|
|
|
Kevin P. March
|
||
|
|
|
Senior Vice President and
|
||
|
|
|
Chief Financial Officer
|
||
Exhibit
99
TI
updates third-quarter 2010 business outlook
Conference
call on TI website at 4:30 p.m. Central time today
www.ti.com/ir
DALLAS
(Sept. 9, 2010) – In a scheduled update to its business outlook for the third
quarter of 2010, Texas Instruments Incorporated (TI) (NYSE: TXN) today revised
its expected ranges for revenue and earnings per share (EPS).
The
company currently expects its financial results to be within the following
ranges:
|
·
|
Revenue: $3.62
– $3.78 billion, compared with the prior range of $3.55 – $3.85
billion
|
|
·
|
EPS: $0.66
– $0.72, compared with the prior range of $0.64 –
$0.74.
|
The
company will hold a conference call at 4:30 p.m. Central time today to discuss
this update. This conference call will be available live at www.ti.com/ir. TI’s original
third-quarter outlook was published in the company’s second-quarter 2010
earnings release on July 19, available at www.ti.com/ir. TI’s third quarter ends
on September 30.
# # #
“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 herein that describe TI’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 TI or its
management:
|
·
|
Market
demand for semiconductors, particularly 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;
|
|
·
|
Changes
in laws and regulations to which TI or its suppliers are or may become
subject, such as those imposing fees or reporting or substitution costs
relating to the discharge of emissions into the environment or the use of
certain raw materials in our manufacturing
processes;
|
|
·
|
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 our
forecasts;
|
|
·
|
The
financial impact of inadequate or excess TI inventory that results from
demand that differs from
projections;
|
|
·
|
The
ability of TI and its customers and suppliers to access their bank
accounts and lines of credit or otherwise access the capital
markets;
|
|
·
|
Impairments
of our non-financial assets;
|
|
·
|
Product
liability or warranty claims, claims based on epidemic or delivery failure
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 Risk Factors discussion in
Item 1A 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 this
release, and the Company undertakes no obligation to update the forward-looking
statements to reflect subsequent events or circumstances.
About
Texas Instruments
Texas
Instruments (NYSE: TXN) helps customers solve problems and develop new
electronics that make the world smarter, healthier, safer, greener and more
fun. A global semiconductor company, TI innovates through design,
sales and manufacturing operations in more than 30 countries. For more
information, go to www.ti.com.