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): June 8, 2006
TEXAS
INSTRUMENTS INCORPORATED
(Exact
name of registrant as specified in charter)
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DELAWARE
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001-03761
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75-0289970
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(State
or other jurisdiction of incorporation)
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(Commission
file number)
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(I.R.S.
employer identification
no.)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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1
ITEM
7.01. Regulation FD Disclosure
The
Registrant's news release dated June 8, 2006, regarding the Registrant's outlook
for the second quarter of 2006 attached hereto as Exhibit 99 is incorporated
by
reference herein.
ITEM
9.01.
Exhibits
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Designation
of
Exhibit
in
this
Report
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Description
of Exhibit
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99
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Registrant’s
News Release
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Dated
June 8, 2006 (furnished pursuant to Item
7.01)
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“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 communications, entertainment
electronics and computing;
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| · |
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;
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| · |
TI’s
ability to compete in products and prices in an intensely competitive
industry;
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| · |
TI’s
ability to maintain and enforce a strong intellectual property portfolio
and obtain needed licenses from third parties;
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| · |
Expiration
of license agreements between TI and its licensees, and market conditions
reducing royalty payments to TI;
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| · |
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;
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| · |
Natural
events such as severe weather and earthquakes in the locations in
which
TI, its customers or suppliers operate;
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| · |
Availability
and cost of
raw materials, utilities and critical manufacturing equipment;
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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;
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| · |
Losses
or curtailments of purchases from key customers and the timing and
amount
of distributor and other customer inventory adjustments;
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| · |
Customer
demand that differs from company forecasts;
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| · |
The
financial impact of inadequate or excess TI inventories to meet demand
that differs from projections;
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| · |
Product
liability or warranty claims, or recalls by TI customers for a product
containing a TI part;
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| · |
TI’s
ability to recruit and retain skilled personnel; and
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| · |
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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For
a
more detailed discussion of these factors, see the text under the heading “Risk
Factors” 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.
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TEXAS
INSTRUMENTS INCORPORATED
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Date:
June 8, 2006
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By:
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/s/
Kevin P. March
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Kevin
P. March
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Senior
Vice President
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and
Chief Financial Officer
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2
Exhibit
99
TI
Updates Second-Quarter 2006 Business Outlook
· Revenue
Expected between $3.63 Billion and $3.78 Billion
· EPS
Expected between $0.46 and $0.48
Conference
Call on TI Web Site at 4 p.m. CDT Today
www.ti.com
DALLAS
(June 8, 2006) - In a scheduled update to its business outlook for the second
quarter of 2006, Texas Instruments Incorporated (TI) (NYSE: TXN) today revised
its expected ranges for revenue and earnings per share (EPS).
The
company’s expectations for revenue from continuing operations are:
| · |
Total
revenue between $3.63 billion and $3.78 billion, compared with the
prior
range of $3.46 billion to $3.75 billion;
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| · |
Semiconductor
revenue between $3.45 billion and $3.59 billion, compared with the
prior
range of $3.29 billion to $3.56 billion; and
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| · |
Educational
& Productivity Solutions revenue between $175 million and $185
million, compared with the prior range of $170 million to $190
million.
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TI
expects EPS from continuing operations between $0.46 and $0.48, compared
with
the previous range of $0.38 to $0.43. Both the current and previous ranges
for
EPS include about $0.04 for stock-based compensation expense. The revenue
estimate includes a $70 million cash payment from Conexant Systems, Inc.,
for a
previously announced settlement of patent-related litigation. In addition,
the
company received a sales tax benefit in the quarter. The combination of these
two items is expected to contribute about $0.05 - $0.06 to EPS.
The
company will hold a conference call at 4 p.m. CDT today to discuss this update.
This conference call will be available live at www.ti.com.
TI’s
original second-quarter outlook was published in the company’s first-quarter
2006 earnings release on April 18, available at www.ti.com.
TI’s
second quarter ends on June 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 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.
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 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.
|
For
a
more detailed discussion of these factors, see the text under the heading
“Risk
Factors” 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 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 includes the Educational & Productivity Solutions
business. TI is headquartered in Dallas, Texas, and has manufacturing, design
or
sales operations in more than 25 countries.
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.