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
October 20, 2008 (furnished pursuant to Item
2.02)
|
•
|
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;
|
•
|
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;
|
•
|
TI's
ability to access its bank accounts and lines of credit or otherwise
access the capital markets;
|
•
|
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.
|
|
TEXAS
INSTRUMENTS INCORPORATED
|
|||
Date:
October 20, 2008
|
|
By:
|
|
/s/
Kevin P. March
|
|
|
Kevin
P. March
|
||
|
|
Senior
Vice President
|
||
|
|
and
Chief Financial Officer
|
3Q08 | 3Q07 |
vs. 3Q07
|
2Q08 |
vs. 2Q08
|
||||||||||||||||
Revenue:
|
$ | 3387 | $ | 3663 | -8% | $ | 3351 | 1% | ||||||||||||
Operating
profit:
|
$ | 746 | $ | 1013 | -26% | $ | 833 | -10% | ||||||||||||
Income:
|
$ | 563 | $ | 758 | -26% | $ | 588 | -4% | ||||||||||||
Earnings
per share:
|
$ | 0.43 | $ | 0.52 | -17% | $ | 0.44 | -2% | ||||||||||||
Cash
flow from operations:
|
$ | 1052 | $ | 1531 | -31% | $ | 520 |
102%
|
3Q08 | 3Q07 |
vs. 3Q07
|
2Q08 |
vs. 2Q08
|
Note
|
|||||||||||||||||||
Analog:
|
$ | 1289 | $ | 1308 | -1% | $ | 1287 | 0% | (1) | |||||||||||||||
Embedded
Processing:
|
$ |
427
|
$ |
390
|
9% | $ | 439 | -3% | (2) | |||||||||||||||
Wireless:
|
$ | 915 | $ | 1094 | -16% | $ | 902 | 1% | (3) | |||||||||||||||
Other:
|
$ | 756 | $ |
871
|
-13% | $ | 723 | 5% | (4)(5) | |||||||||||||||
(1)
|
Analog
revenue was about even with a year ago as growth in high-performance
analog was offset by declines in high-volume analog &
logic. Both areas were about even with the prior
quarter.
|
(2)
|
Embedded
Processing revenue grew from a year ago due to higher demand for
communications infrastructure products as well as catalog products that
more than offset a decline in automotive products. The
sequential decline was due to lower demand for catalog and automotive
products that more than offset growth in communications infrastructure
products.
|
(3)
|
Wireless
revenue declined from a year ago due to lower baseband
revenue. Wireless revenue was about even with the prior
quarter.
|
(4)
|
Other
revenue decreased from a year ago primarily due to declines in RISC
microprocessors, royalties and calculators. This comparison was
also impacted by the sale of a DSL product line, which had revenue of
about $40 million in the year-ago quarter. Compared with
the prior quarter, Other revenue grew due to growth in DLP and ASIC
products that more than offset a decline in
royalties.
|
(5)
|
Other
revenue includes Education Technology segment revenue of $182 million
compared with $202 million in the year-ago quarter and $176 million in the
prior quarter. Essentially all of this revenue is from sales of
calculators.
|
Ÿ
|
Income
includes a $34 million discrete tax benefit primarily due to adjustments
identified through the completion of prior years’ tax
returns. It also includes $44 million of charges
associated with impairments of long-lived assets and site
consolidations.
|
Ÿ
|
Orders
were $3.23 billion, down 9 percent from a year ago and down 7 percent from
the prior quarter.
|
Ÿ
|
Inventory
was reduced by $76 million in the quarter although it remains above the
company’s desired levels.
|
Ÿ
|
The
company used $429 million in the quarter to repurchase 17.1 million shares
of its common stock and paid dividends of $131
million.
|
Ÿ
|
Revenue: $2.83
– 3.07 billion
|
Ÿ
|
Earnings
per share (EPS): $0.30 –
0.36
|
Ÿ
|
R&D
expense: $2.0 billion
|
Ÿ
|
Capital
expenditures: $0.8 billion, compared with $0.9 billion in the
prior estimate
|
Ÿ
|
Depreciation: $1.0
billion
|
Ÿ
|
Annual
effective tax rate: 28%*
|
For
Three Months Ended
|
||||||||||||
Sept.
30,
2008
|
Sept.
30,
2007
|
June
30,
2008
|
||||||||||
Revenue
|
$ | 3,387 | $ | 3,663 | $ | 3,351 | ||||||
Cost
of revenue
|
1,744 | 1,679 | 1,602 | |||||||||
Gross
profit
|
1,643 | 1,984 | 1,749 | |||||||||
Research
and development (R&D)
|
507 | 542 | 488 | |||||||||
Selling,
general and administrative (SG&A)
|
390 | 429 | 428 | |||||||||
Operating
profit
|
746 | 1,013 | 833 | |||||||||
Other
income (expense) net
|
10 | 53 | 17 | |||||||||
Income
from continuing operations before income taxes
|
756 | 1,066 | 850 | |||||||||
Provision
for income taxes
|
193 | 308 | 262 | |||||||||
Income
from continuing operations
|
563 | 758 | 588 | |||||||||
Income
from discontinued operations, net of taxes
|
-- | 18 | -- | |||||||||
Net
income
|
$ | 563 | $ | 776 | $ | 588 | ||||||
Basic
earnings per common share:
|
||||||||||||
Income from continuing
operations
|
$ | .43 | $ | .54 | $ | .45 | ||||||
Net income
|
$ | .43 | $ | .55 | $ | .45 | ||||||
Diluted
earnings per common share:
|
||||||||||||
Income from continuing
operations
|
$ | .43 | $ | .52 | $ | .44 | ||||||
Net income
|
$ | .43 | $ | .54 | $ | .44 | ||||||
Average
shares outstanding (millions):
|
||||||||||||
Basic
|
1,304 | 1,417 | 1,320 | |||||||||
Diluted
|
1,318 | 1,448 | 1,341 | |||||||||
Cash
dividends declared per share of common stock
|
$ | .10 | $ | .08 | $ | .10 | ||||||
Percentage
of revenue:
|
||||||||||||
Gross
profit
|
48.5 | % | 54.2 | % | 52.2 | % | ||||||
R&D
|
15.0 | % | 14.8 | % | 14.6 | % | ||||||
SG&A
|
11.5 | % | 11.7 | % | 12.8 | % | ||||||
Operating
profit
|
22.0 | % | 27.6 | % | 24.9 | % |
Sept.
30,
2008
|
Sept.
30,
2007
|
June
30,
2008
|
||||||||||
Assets
|
||||||||||||
Current
assets:
|
||||||||||||
Cash and cash
equivalents
|
$ | 1,715 | $ | 807 | $ | 1,317 | ||||||
Short-term
investments
|
278 | 2,862 | 331 | |||||||||
Accounts
receivable, net of allowances of ($28), ($30) and ($24)
|
1,774 | 2,023 | 1,811 | |||||||||
Raw
materials
|
103 | 102 | 111 | |||||||||
Work in
process
|
982 | 934 | 997 | |||||||||
Finished
goods
|
490 | 414 | 543 | |||||||||
Inventories
|
1,575 | 1,450 | 1,651 | |||||||||
Deferred income
taxes
|
679 | 702 | 641 | |||||||||
Prepaid
expenses and other current assets
|
191 | 209 | 259 | |||||||||
Total current
assets
|
6,212 | 8,053 | 6,010 | |||||||||
Property, plant and equipment at
cost
|
7,499 | 7,597 | 7,603 | |||||||||
Less accumulated
depreciation
|
(3,982 | ) | (3,916 | ) | (3,999 | ) | ||||||
Property, plant and equipment,
net
|
3,517 | 3,681 | 3,604 | |||||||||
Long-term
investments
|
717 | 265 | 766 | |||||||||
Goodwill
|
840 | 796 | 840 | |||||||||
Acquisition-related
intangibles
|
99 | 108 | 108 | |||||||||
Deferred income
taxes
|
688 | 425 | 626 | |||||||||
Capitalized software licenses,
net
|
202 | 242 | 220 | |||||||||
Overfunded retirement
plans
|
137 | 77 | 128 | |||||||||
Other
assets
|
54 | 77 | 80 | |||||||||
Total
assets
|
$ | 12,466 | $ | 13,724 | $ | 12,382 | ||||||
Liabilities
and Stockholders’ Equity
|
||||||||||||
Current
liabilities:
|
||||||||||||
Accounts
payable
|
$ | 601 | $ | 644 | $ | 677 | ||||||
Accrued expenses and other
liabilities
|
976 | 1,092 | 955 | |||||||||
Income taxes
payable
|
35 | 152 | 26 | |||||||||
Accrued profit sharing and
retirement
|
126 | 143 | 102 | |||||||||
Total current
liabilities
|
1,738 | 2,031 | 1,760 | |||||||||
Underfunded retirement
plans
|
186 | 95 | 187 | |||||||||
Deferred income
taxes
|
52 | 27 | 57 | |||||||||
Deferred credits and other
liabilities
|
396 | 434 | 394 | |||||||||
Total
liabilities
|
2,372 | 2,587 | 2,398 |
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, 2008
- --
1,739,717,573;
Sept. 30, 2007 -- 1,739,579,782; June 30, 2008 --
1,739,712,567
|
1,740 | 1,740 | 1,740 | |||||||||
Paid-in
capital
|
973 | 853 | 940 | |||||||||
Retained
earnings
|
21,204 | 19,172 | 20,773 | |||||||||
Less
treasury common stock at cost:
Shares: Sept. 30, 2008 --
443,292,628; Sept. 30, 2007 -- 341,373,012; June 30, 2008 --
428,835,142
|
(13,481 | ) | (10,344 | ) | (13,138 | ) | ||||||
Accumulated
other comprehensive loss, net of taxes
|
(342 | ) | (284 | ) | (331 | ) | ||||||
Total
stockholders’ equity
|
10,094 | 11,137 | 9,984 | |||||||||
Total
liabilities and stockholders’ equity
|
$ | 12,466 | $ | 13,724 | $ | 12,382 | ||||||
For
Three Months Ended
|
||||||||||||
Sept.
30,
2008
|
Sept.
30,
2007
|
June
30,
2008
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
income
|
$ | 563 | $ | 776 | $ | 588 | ||||||
Adjustments
to net income:
|
||||||||||||
Income from discontinued
operations
|
-- | (18 | ) | -- | ||||||||
Depreciation
|
252 | 262 | 245 | |||||||||
Stock-based
compensation
|
53 | 66 | 54 | |||||||||
Amortization of acquisition-related
intangibles
|
9 | 10 | 10 | |||||||||
Gain on sale of
assets
|
-- | (39 | ) | -- | ||||||||
Deferred income
taxes
|
(78 | ) | 36 | (7 | ) | |||||||
Increase
(decrease) from changes in:
|
||||||||||||
Accounts
receivable
|
36 | (117 | ) | (149 | ) | |||||||
Inventories
|
76 | (34 | ) | (73 | ) | |||||||
Prepaid expenses and other current
assets
|
50 | 24 | (29 | ) | ||||||||
Accounts payable and accrued
expenses
|
(24 | ) | 154 | 32 | ||||||||
Income taxes
payable
|
41 | 394 | (181 | ) | ||||||||
Accrued profit sharing and
retirement
|
25 | 45 | 23 | |||||||||
Other
|
49 | (28 | ) | 7 | ||||||||
Net
cash provided by operating activities of continuing
operations
|
1,052 | 1,531 | 520 | |||||||||
Cash
flows from investing activities:
|
||||||||||||
Additions
to property, plant and equipment
|
(197 | ) | (152 | ) | (271 | ) | ||||||
Proceeds from sales of
assets
|
-- | 61 | -- | |||||||||
Purchases of short-term
investments
|
-- | (1,916 | ) | -- | ||||||||
Sales
and maturities of short-term investments
|
49 | 1,374 | 111 | |||||||||
Purchases of long-term
investments
|
(3 | ) | (15 | ) | (3 | ) | ||||||
Sales of long-term
investments
|
32 | 4 | -- | |||||||||
Acquisitions, net of cash
acquired
|
-- | (4 | ) | (19 | ) | |||||||
Net
cash used in investing activities of continuing operations
|
(119 | ) | (648 | ) | (182 | ) | ||||||
Cash
flows from financing activities:
|
||||||||||||
Dividends
paid
|
(131 | ) | (114 | ) | (132 | ) | ||||||
Sales
and other common stock transactions
|
30 | 166 | 89 | |||||||||
Excess
tax benefit from share-based payments
|
1 | 16 | 3 | |||||||||
Stock
repurchases
|
(429 | ) | (1,409 | ) | (433 | ) | ||||||
Net
cash used in financing activities of continuing operations
|
(529 | ) | (1,341 | ) | (473 | ) | ||||||
Effect of exchange rate changes on
cash
|
(6 | ) | (1 | ) | 2 | |||||||
Net
increase (decrease) in cash and cash equivalents
|
398 | (459 | ) | (133 | ) | |||||||
Cash
and cash equivalents, beginning of period
|
1,317 | 1,266 | 1,450 | |||||||||
Cash
and cash equivalents, end of period
|
$ | 1,715 | $ | 807 | $ | 1,317 |
•
|
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;
|
•
|
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;
|
•
|
TI's
ability to access its bank accounts and lines of credit or otherwise
access the capital markets;
|
•
|
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.
|