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))
|
Designation
of
Exhibit
in
this
Report
|
|
Description
of Exhibit
|
99
|
|
Registrant’s
News Release
|
|
|
Dated
July 24, 2006 (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 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.
|
|
|
TEXAS
INSTRUMENTS INCORPORATED
|
||
Date:
July 24, 2006
|
|
By:
|
|
/s/
Kevin P. March
|
|
|
|
|
Kevin
P. March
|
|
|
|
|
Senior
Vice President
|
|
|
|
|
and
Chief Financial Officer
|
· |
Revenue
Up 11% Sequentially and 24% from a Year Ago, Including $70 Million
for
Royalty Settlement
|
· |
$0.47
EPS from Continuing Operations, Up 42% Sequentially and 34% from
a Year
Ago
|
· |
$1.50
EPS from Continuing and Discontinued Operations, Including Gain on
Sale
|
· |
Total
TI, $3.63 billion to $3.95 billion;
|
· |
Semiconductor,
$3.45 billion to $3.75 billion; and
|
· |
Educational
& Productivity Solutions, $180 million to $200
million.
|
|
For
Three Months Ended
|
|||||||||
|
June
30,
2006
|
Mar.
31,
2006
|
June
30,
2005
|
|||||||
Net
revenue
|
$
|
3,697
|
$
|
3,334
|
$
|
2,971
|
||||
Cost
of revenue (COR)
|
1,790
|
1,662
|
1,545
|
|||||||
Gross
profit
|
1,907
|
1,672
|
1,426
|
|||||||
Gross
profit % of revenue
|
51.6
|
%
|
50.1
|
%
|
48.0
|
%
|
||||
Research
and development (R&D)
|
536
|
533
|
485
|
|||||||
R&D
% of revenue
|
14.5
|
%
|
16.0
|
%
|
16.3
|
%
|
||||
Selling,
general and administrative (SG&A)
|
418
|
421
|
339
|
|||||||
SG&A
% of revenue
|
11.3
|
%
|
12.6
|
%
|
11.4
|
%
|
||||
Total operating costs and expenses
|
2,744
|
2,616
|
2,369
|
|||||||
Profit
from operations
|
953
|
718
|
602
|
|||||||
Operating
profit % of revenue
|
25.8
|
%
|
21.5
|
%
|
20.3
|
%
|
||||
Other
income (expense) net
|
88
|
52
|
56
|
|||||||
Interest
expense on loans
|
2
|
3
|
2
|
|||||||
Income
from
continuing operations before income taxes
|
1,039
|
767
|
656
|
|||||||
Provision
for income taxes
|
300
|
225
|
72
|
|||||||
Income
from
continuing operations
|
739
|
542
|
584
|
|||||||
Income
from
discontinued operations, net
of income taxes
|
1,648
|
43
|
44
|
|||||||
Net
income
|
$
|
2,387
|
$
|
585
|
$
|
628
|
||||
Basic
earnings
per common share:
|
||||||||||
Income
from continuing operations
|
$
|
.48
|
$
|
.34
|
$
|
.36
|
||||
Net
income
|
$
|
1.54
|
$
|
.37
|
$
|
.38
|
||||
Diluted
earnings per common share:
|
||||||||||
Income
from continuing operations
|
$
|
.47
|
$
|
.33
|
$
|
.35
|
||||
Net
income
|
$
|
1.50
|
$
|
.36
|
$
|
.38
|
||||
Average
shares outstanding (millions):
|
||||||||||
Basic
|
1,553
|
1,585
|
1,633
|
|||||||
Diluted
|
1,586
|
1,618
|
1,669
|
|||||||
Cash
dividends declared per share of common stock
|
$
|
.030
|
$
|
.030
|
$
|
.025
|
||||
Stock-based
compensation expense included in continuing
operations:
|
||||||||||
COR
|
16
|
18
|
--
|
|||||||
R&D
|
25
|
28
|
--
|
|||||||
SG&A
|
43
|
45
|
5
|
|||||||
Profit
from operations
|
84
|
91
|
5
|
|||||||
%
of revenue
|
2.3
|
%
|
2.7
|
%
|
0.2
|
%
|
||||
|
June
30,
2006
|
Mar.
31,
2006
|
June
30,
2005
|
|||||||
Assets
|
||||||||||
Current
assets:
|
||||||||||
Cash
and cash equivalents
|
$
|
1,678
|
$
|
722
|
$
|
2,128
|
||||
Short-term
investments
|
3,992
|
2,942
|
2,345
|
|||||||
Accounts
receivable, net of allowances of ($28), ($32) and ($34)
|
1,929
|
1,798
|
1,738
|
|||||||
Raw
materials
|
108
|
91
|
75
|
|||||||
Work
in process
|
818
|
819
|
686
|
|||||||
Finished
goods
|
409
|
336
|
355
|
|||||||
Inventories
|
1,335
|
1,246
|
1,116
|
|||||||
Deferred
income taxes
|
632
|
626
|
597
|
|||||||
Prepaid
expenses and other current assets
|
215
|
248
|
224
|
|||||||
Assets
of discontinued operations
|
11
|
516
|
452
|
|||||||
Total
current assets
|
9,792
|
8,098
|
8,600
|
|||||||
Property,
plant and equipment at cost
|
8,406
|
8,442
|
8,798
|
|||||||
Less
accumulated depreciation
|
(4,422
|
)
|
(4,574
|
)
|
(5,172
|
)
|
||||
Property,
plant and equipment, net
|
3,984
|
3,868
|
3,626
|
|||||||
Equity
and debt investments
|
253
|
240
|
265
|
|||||||
Goodwill
|
792
|
793
|
677
|
|||||||
Acquisition-related
intangibles
|
117
|
131
|
84
|
|||||||
Deferred
income taxes
|
428
|
390
|
568
|
|||||||
Capitalized
software licenses, net
|
197
|
222
|
285
|
|||||||
Prepaid
retirement costs
|
219
|
184
|
232
|
|||||||
Other
assets
|
146
|
112
|
149
|
|||||||
Total
assets
|
$
|
15,928
|
$
|
14,038
|
$
|
14,486
|
||||
Liabilities
and Stockholders’ Equity
|
||||||||||
Current
liabilities:
|
||||||||||
Loans
payable and current portion of long-term debt
|
$
|
43
|
$
|
--
|
$
|
306
|
||||
Accounts
payable
|
788
|
720
|
575
|
|||||||
Accrued
expenses and other liabilities
|
994
|
895
|
811
|
|||||||
Income
taxes payable
|
870
|
280
|
248
|
|||||||
Accrued
profit sharing and retirement
|
77
|
43
|
62
|
|||||||
Liabilities
of discontinued operations
|
11
|
157
|
115
|
|||||||
Total
current liabilities
|
2,783
|
2,095
|
2,117
|
|||||||
Long-term
debt
|
--
|
318
|
55
|
|||||||
Accrued
retirement costs
|
103
|
116
|
526
|
|||||||
Deferred
income taxes
|
15
|
17
|
36
|
|||||||
Deferred
credits and other liabilities
|
239
|
254
|
289
|
|||||||
Total
liabilities
|
3,140
|
2,800
|
3,023
|
|||||||
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:
June 30, 2006 -- 1,739,086,194; March 31, 2006 -- 1,739,070,044;
June 30,
2005 -- 1,738,514,238
|
1,739
|
1,739
|
1,739
|
|||||||
Paid-in
capital
|
779
|
744
|
611
|
|||||||
Retained
earnings
|
16,271
|
13,930
|
12,197
|
|||||||
Less
treasury common stock at cost:
Shares:
June 30, 2006 -- 206,501,103; March 31, 2006 -- 181,032,577; June
30, 2005
-- 115,461,457
|
(5,911
|
)
|
(5,092
|
)
|
(2,908
|
)
|
||||
Accumulated
other comprehensive income (loss):
|
||||||||||
Minimum
pension liability
|
(66
|
)
|
(65
|
)
|
(163
|
)
|
||||
Unrealized
gains (losses) on available-for-sale investments
|
(23
|
)
|
(17
|
)
|
(11
|
)
|
||||
Unearned
compensation
|
(1
|
)
|
(1
|
)
|
(2
|
)
|
||||
Total
stockholders’ equity
|
12,788
|
11,238
|
11,463
|
|||||||
Total
liabilities and stockholders’ equity
|
$
|
15,928
|
$
|
14,038
|
$
|
14,486
|
||||
|
For
Three Months Ended
|
|||||||||
|
June
30,
2006
|
Mar.
31,
2006
|
June
30,
2005
|
|||||||
Cash
flows from operating activities:
|
||||||||||
Net
income
|
$
|
2,387
|
$
|
585
|
$
|
628
|
||||
Adjustments
to reconcile net income to cash provided by
operating
activities of continuing operations:
|
||||||||||
Less
income from discontinued operations
|
(1,648
|
)
|
(43
|
)
|
(44
|
)
|
||||
Depreciation
|
267
|
270
|
337
|
|||||||
Stock-based
compensation
|
84
|
91
|
5
|
|||||||
Amortization
of capitalized software
|
29
|
30
|
31
|
|||||||
Amortization
of acquisition-related intangibles
|
15
|
16
|
15
|
|||||||
Deferred
income taxes
|
(41
|
)
|
(36
|
)
|
(174
|
)
|
||||
Increase/(decrease)
from changes in:
|
||||||||||
Accounts
receivable
|
(138
|
)
|
(144
|
)
|
(220
|
)
|
||||
Inventories
|
(89
|
)
|
(57
|
)
|
40
|
|||||
Prepaid
expenses and other current assets
|
26
|
(111
|
)
|
112
|
||||||
Accounts
payable and accrued expenses
|
129
|
(106
|
)
|
11
|
||||||
Income
taxes payable
|
(334
|
)
|
151
|
12
|
||||||
Accrued
profit sharing and retirement
|
35
|
(78
|
)
|
29
|
||||||
Noncurrent
accrued retirement costs
|
(45
|
)
|
(6
|
)
|
5
|
|||||
Other
|
(10
|
)
|
(40
|
)
|
(23
|
)
|
||||
Net
cash provided by operating activities of continuing
operations
|
667
|
522
|
764
|
|||||||
Cash
flows from investing activities:
|
||||||||||
Additions
to property, plant and equipment
|
(374
|
)
|
(408
|
)
|
(247
|
)
|
||||
Proceeds
from sales of assets
|
2,982
|
4
|
--
|
|||||||
Purchases
of cash investments
|
(3,063
|
)
|
(1,153
|
)
|
(248
|
)
|
||||
Sales
and maturities of cash investments
|
1,983
|
2,341
|
1,192
|
|||||||
Purchases
of equity investments
|
(17
|
)
|
(5
|
)
|
(6
|
)
|
||||
Sales
of equity and debt investments
|
2
|
7
|
--
|
|||||||
Acquisition
of businesses, net of cash acquired
|
(28
|
)
|
(177
|
)
|
--
|
|||||
Net
cash provided by investing activities of continuing
operations
|
1,485
|
609
|
691
|
|||||||
Cash
flows from financing activities:
|
||||||||||
Payments
on loans and long-term debt
|
(275
|
)
|
(311
|
)
|
(10
|
)
|
||||
Dividends
paid on common stock
|
(47
|
)
|
(48
|
)
|
(41
|
)
|
||||
Sales
and other common stock transactions
|
137
|
142
|
116
|
|||||||
Excess
tax benefit from stock option exercises
|
57
|
7
|
--
|
|||||||
Stock
repurchases
|
(1,037
|
)
|
(1,440
|
)
|
(1,292
|
)
|
||||
Net
cash used in financing activities of continuing operations
|
(1,165
|
)
|
(1,650
|
)
|
(1,227
|
)
|
||||
Cash
flows from discontinued operations:
|
||||||||||
Operating
activities
|
(28
|
)
|
35
|
62
|
||||||
Investing
activities
|
(6
|
)
|
(10
|
)
|
(22
|
)
|
||||
Net
cash provided by (used
in) discontinued operations
|
(34
|
)
|
25
|
40
|
||||||
Effect
of exchange rate changes on cash
|
3
|
2
|
9
|
|||||||
Net
increase/(decrease) in cash and cash equivalents
|
956
|
(492
|
)
|
277
|
||||||
Cash
and cash equivalents, beginning of period
|
722
|
1,214
|
1,851
|
|||||||
Cash
and cash equivalents, end of period
|
$
|
1,678
|
$
|
722
|
$
|
2,128
|
|
For
Three Months Ended
|
|||||||||
|
June
30,
2006
|
Mar.
31,
2006
|
June
30,
2005
|
|||||||
Semiconductor
|
$
|
3,505
|
$
|
3,262
|
$
|
2,791
|
||||
Educational
& Productivity Solutions
|
192
|
74
|
181
|
|||||||
Intersegment
eliminations
|
--
|
(2
|
)
|
(1
|
)
|
|||||
Total
net revenue
|
$
|
3,697
|
$
|
3,334
|
$
|
2,971
|
||||
|
For
Three Months Ended
|
|||||||||
|
June
30,
2006
|
Mar.
31,
2006
|
June
30,
2005
|
|||||||
Semiconductor*
|
$
|
1,032
|
$
|
883
|
$
|
597
|
||||
Educational
& Productivity Solutions
|
84
|
13
|
79
|
|||||||
Corporate**
|
(163
|
)
|
(178
|
)
|
(74
|
)
|
||||
Profit
from operations
|
$
|
953
|
$
|
718
|
$
|
602
|
||||
|
Royalty
Settlement
|
Sales
Tax Refund
|
|||||
Orders
|
$
|
70
|
$
|
--
|
|||
Net
revenue
|
70
|
--
|
|||||
Cost
of revenue
|
10
|
(31
|
)
|
||||
Gross
profit
|
60
|
31
|
|||||
R&D
|
--
|
(21
|
)
|
||||
SG&A
|
--
|
(5
|
)
|
||||
Profit
from operations
|
60
|
57
|
|||||
Other
income (expense) net
|
--
|
20
|
|||||
Income
from continuing operations
before income taxes
|
60
|
77
|
· |
Revenue
in the second quarter was $3.51 billion. This was an increase of
7 percent
from the prior quarter primarily due to demand for the company’s analog
products and a $70 million royalty settlement received in the second
quarter from Conexant Systems, Inc. It was also an increase of 26
percent
from the year-ago quarter primarily due to demand for the company’s DSP
and analog products.
|
o |
Analog
revenue was up 8 percent from the prior quarter and increased 23
percent
from the year-ago quarter primarily due to demand for the company’s
high-performance analog products and analog products used in broadband
applications. Revenue from high-performance analog products grew
5 percent
from the prior quarter and 32 percent from a year ago.
|
o |
DSP
revenue was about even with the prior quarter, and was up 24 percent
from
the year-ago quarter primarily due to higher demand from the wireless
market.
|
o |
TI’s
remaining Semiconductor revenue increased 17 percent from the prior
quarter and 31 percent from a year ago due to the royalty settlement
and
broad-based growth in demand for DLP products, RISC microprocessors,
standard logic products and microcontrollers.
|
· |
Gross
profit was $1.82 billion, or 51.8 percent of revenue. This was an
increase
of $157 million from the prior quarter and an increase of $490 million
from the year-ago quarter. The increases over both periods were due
to
higher revenue.
|
· |
Operating
profit was $1.03 billion, or 29.4 percent of revenue. This was an
increase
of $149 million from the prior quarter and an increase of $435 million
from the year-ago quarter. The increases over both periods were due
to
higher gross profit.
|
· |
Semiconductor
orders were $3.75 billion. This was an increase of 10 percent from
the
prior quarter primarily due to demand for analog products, and an
increase
of 26 percent from a year ago due to strong demand for analog and
DSP
products.
|
· |
TI
is increasing its wireless design presence in India with a new R&D
center in Chennai, focusing on a platform of open-standard technologies
that span TI’s wireless product portfolio.
|
· |
TI
unveiled details of its 45-nanometer manufacturing process that uses
immersion lithography to double the number of chips per wafer, increase
performance by 30 percent and reduce power consumption by 40 percent,
providing customers early access to faster, smaller and lower power
products.
|
· |
TI
began volume production of a high-performance analog power management
chip
that extends battery life in smartphones, digital still cameras and
other
single-cell lithium-ion-powered portable multimedia devices, by delivering
96 percent efficiency over a wide range of input
voltages.
|
· |
Revenue
in the second quarter was $192 million. This was an increase of $118
million from the prior quarter as retailers began to stock product
in
preparation for the upcoming back-to-school season. It was also an
increase of $11 million from the year-ago quarter due to higher demand
from instructional dealers that supply school districts.
|
· |
Gross
profit was $119 million, or 61.9 percent of revenue. Gross profit
increased $78 million from the prior quarter and $8 million from
the
year-ago quarter primarily due to higher revenue.
|
· |
Operating
profit was $84 million, or 43.9 percent of revenue. This was an increase
of $71 million from the prior quarter and $5 million from the year-ago
quarter. The increases were 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;
|
· |
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.
|