SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 2003
TEXAS INSTRUMENTS INCORPORATED
(Exact name of Registrant as specified in charter)
DELAWARE 001-03761 750289970
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) 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
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ITEM 7. Exhibits
Designation of
Exhibit in
this Report Description of Exhibit
- ------------ ----------------------
99 Registrant's News Release
Dated September 9, 2003
ITEM 12. Results of Operations and Financial Condition
The Registrant's news release dated September 9, 2003, regarding the
Registrant's outlook for the third quarter of 2003 attached hereto as Exhibit 99
is incorporated by reference herein.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: The statements contained in this report on Form 8-K are "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 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 digital signal
processors and analog chips in key markets such as telecommunications and
computers;
- - 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;
- - Consolidation of TI's patent licensees and market conditions reducing
royalty payments to TI;
- - Timely completion and successful integration of announced acquisitions;
- - Economic, social and political conditions in the countries in which TI, its
customers or its suppliers operate, including security risks, possible
disruptions in the transportation networks and fluctuations in foreign
currency exchange rates;
- - Losses or curtailments of purchases from key customers or the timing of
customer inventory adjustments;
- - Availability of raw materials and critical manufacturing equipment;
- - TI's ability to recruit and retain skilled personnel;
- - Fluctuations in the market value of TI's investments and in interest rates;
and
- - Timely implementation of new manufacturing technologies and installation of
manufacturing equipment.
For a more detailed discussion of these and other factors, see the text under
the heading "Cautionary Statements Regarding Future Results of Operations" in
Item 1 of TI's most recent Form 10-K. The forward-looking statements included in
this Form 8-K are made only as of the date of this Form 8-K and TI 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, 2003 By: /s/ WILLIAM A. AYLESWORTH
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William A. Aylesworth
Senior Vice President
and Chief Financial Officer
Exhibit 99
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News Release
C-03048
TI Updates Third-Quarter 2003 Business Outlook
- Revenue Expected between $2390 Million and $2490 Million
- EPS Expected between $0.20 and $0.22; Includes In-Process R&D for
Acquisition
Conference Call on TI Web Site at 4:30 p.m. Central Time Today
www.ti.com
Note: All amounts are reported in accordance with U.S. GAAP.
DALLAS (Sept. 9, 2003) - In a scheduled update to its business outlook for
the third quarter of 2003, Texas Instruments Incorporated (NYSE:TXN) today
narrowed its expected revenue range to the upper half of the company's prior
outlook. TI's updated estimate reflects strengthening demand across a broad
range of its Semiconductor products.
The company's expectations for revenue are:
- - Total revenue between $2390 million and $2490 million, compared with the
prior range of $2290 million to $2490 million;
- - Semiconductor revenue between $1990 million and $2070 million, compared
with the prior range of $1890 million to $2050 million;
- - Sensors & Controls revenue between $235 million and $245 million, compared
with the prior range of $230 million to $250 million; and
- - Educational & Productivity Solutions revenue between $165 million and $175
million, compared with the prior range of $170 million to $190 million.
TI expects earnings per share (EPS) between $0.20 and $0.22, including a $0.13
per share contribution from the company's previously announced sale of 24.7
million shares of Micron Technology, Inc. common stock, compared with the
previous range of $0.19 to $0.23. The current EPS estimate also includes a
non-tax-deductible in-process research and development (R&D) charge of about $23
million related to the company's acquisition of Radia Communications, Inc.,
which was completed on July 30. The in-process R&D charge was not included in
the company's previous EPS estimate.
The company will hold a conference call at 4:30 p.m. CDT today to discuss this
update. This conference call will be available live at www.ti.com. TI's original
third-quarter outlook was published in the company's second-quarter 2003
earnings release on July 21, available at www.ti.com. 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 in this release that describe the company's
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 digital signal
processors and analog chips in key markets, such as telecommunications and
computers;
- - 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;
- - Consolidation of TI's patent licensees and market conditions reducing
royalty payments to TI;
- - Timely completion and successful integration of announced acquisitions;
- - Economic, social and political conditions in the countries in which TI, its
customers or its suppliers operate, including security risks, possible
disruptions in transportation networks and fluctuations in foreign currency
exchange rates;
- - Losses or curtailments of purchases from key customers or the timing of
customer inventory adjustments;
- - Availability of raw materials and critical manufacturing equipment;
- - TI's ability to recruit and retain skilled personnel;
- - Fluctuations in the market value of TI's investments and in interest rates;
and
- - Timely implementation of new manufacturing technologies and installation of
manufacturing equipment.
For a more detailed discussion of these factors, see the text under the heading
"Cautionary Statements Regarding Future Results of Operations" in Item 1 of the
company's most recent Form 10-K. The forward-looking statements included in this
report 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's businesses include Sensors & Controls and
Educational & Productivity Solutions. 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.