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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¨
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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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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 October 24, 2011 (furnished pursuant to Item 2.02)
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•
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Market demand for semiconductors, particularly in key markets such as communications, computing, industrial and consumer electronics;
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•
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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;
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•
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TI’s ability to develop, manufacture and market innovative products in a rapidly changing technological environment;
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•
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TI’s ability to compete in products and prices in an intensely competitive industry;
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•
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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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•
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Expiration of license agreements between TI and its patent licensees, and market conditions reducing royalty payments to TI;
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•
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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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•
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Natural events such as severe weather and earthquakes in the locations in which TI, its customers or its suppliers operate;
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•
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Availability and cost of raw materials, utilities, manufacturing equipment, third-party manufacturing services and manufacturing technology;
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•
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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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•
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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;
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•
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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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•
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Customer demand that differs from our forecasts;
|
•
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The financial impact of inadequate or excess TI inventory that results from demand that differs from projections;
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•
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Impairments of our non-financial assets;
|
•
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Product liability or warranty claims, claims based on epidemic or delivery failure or recalls by TI customers for a product containing a TI part;
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•
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TI’s ability to recruit and retain skilled personnel;
|
•
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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; and
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•
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TI’s obligations to make principal and interest payments on its debt.
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TEXAS INSTRUMENTS INCORPORATED
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Date: October 24, 2011
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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 and
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Chief Financial Officer
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3Q11 | 3Q10 |
vs. 3Q10
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2Q11 |
vs. 2Q11
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|||||||||||
Revenue
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$ | 3,466 | $ | 3,740 | -7 | % | $ | 3,458 | 0 | % | |||||
Operating profit
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$ | 814 | $ | 1,227 | -34 | % | $ | 905 | -10 | % | |||||
Net income
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$ | 601 | $ | 859 | -30 | % | $ | 672 | -11 | % | |||||
Earnings per share
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$ | 0.51 | $ | 0.71 | -28 | % | $ | 0.56 | -9 | % | |||||
Cash flow from operations
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$ | 1,140 | $ | 1,318 | -14 | % | $ | 629 | 81 | % |
3Q11 | 3Q10 |
vs. 3Q10
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2Q11 |
vs. 2Q11
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|||||||||||
Analog:
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|||||||||||||||
Revenue
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$ | 1,557 | $ | 1,581 | -2 | % | $ | 1,588 | -2 | % | |||||
Operating profit
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$ | 414 | $ | 520 | -20 | % | $ | 446 | -7 | % | |||||
Embedded Processing:
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|||||||||||||||
Revenue
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$ | 539 | $ | 579 | -7 | % | $ | 596 | -10 | % | |||||
Operating profit
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$ | 113 | $ | 160 | -29 | % | $ | 141 | -20 | % | |||||
Wireless:
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|||||||||||||||
Revenue
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$ | 580 | $ | 767 | -24 | % | $ | 558 | 4 | % | |||||
Operating profit
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$ | 78 | $ | 180 | -57 | % | $ | 82 | -5 | % | |||||
Other:*
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|||||||||||||||
Revenue
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$ | 790 | $ | 813 | -3 | % | $ | 716 | 10 | % | |||||
Operating profit
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$ | 209 | $ | 367 | -43 | % | $ | 236 | -11 | % | |||||
Ÿ
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Compared with the year-ago quarter, revenue declined due to High Performance Analog.
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Ÿ
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Compared with the prior quarter, revenue declined due to High Performance Analog and Power Management.
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Ÿ
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Operating profit decreased from the year-ago and prior quarters due to lower gross profit.
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Ÿ
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Compared with the year-ago and prior quarters, the decline in revenue was primarily due to catalog products. Revenue from products sold into communications infrastructure applications also declined from the prior quarter.
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Ÿ
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Operating profit declined from the year-ago and prior quarters due to lower gross profit.
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Ÿ
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Compared with the year-ago quarter, revenue declined due to baseband products.
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Ÿ
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Compared with the prior quarter, revenue increased due to baseband products, as well as OMAP applications processors, while revenue from connectivity products was down.
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Ÿ
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Operating profit decreased from the year-ago and prior quarters due to lower gross profit.
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Ÿ
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Compared with the year-ago quarter, the decline in revenue was due to the sale of a cable modem product line in the fourth quarter of 2010, as well as declines across most product areas.
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Ÿ
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Compared with the prior quarter, the increase in revenue was primarily from DLP products as well as from earthquake-related insurance proceeds.
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Ÿ
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Operating profit decreased from the year-ago and prior quarters due to higher acquisition-related costs. Also, the quarter included a net benefit from earthquake-related insurance proceeds compared with net costs in the prior quarter.
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Ÿ
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Orders were $3.07 billion, down 10 percent from the year-ago quarter and down 15 percent from the prior quarter.
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Ÿ
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Inventory was $1.97 billion at the end of the quarter, up $541 million from a year ago and up $203 million from the prior quarter. The increase from a year ago was due to the company rebuilding inventory to support higher customer service levels with shorter lead times, as well as $215 million of inventory associated with the acquisition of National Semiconductor. The increase from the prior quarter was due to the acquisition. Inventory acquired from National Semiconductor is valued at fair value, in accordance with the acquisition method of accounting for business combinations.
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Capital expenditures were $193 million in the quarter compared with $396 million a year ago and $276 million in the prior quarter. Capital expenditures in the quarter were primarily for assembly/test and wafer manufacturing equipment.
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The company ended the quarter with $2.62 billion in cash. During the quarter, the company issued $1.2 billion in commercial paper, which remains outstanding.
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The company used $450 million in the quarter to repurchase 14.1 million shares of its common stock and paid dividends of $148 million.
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Ÿ
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Revenue: $3.26 – 3.54 billion
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Ÿ
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Earnings per share: $0.28 – 0.36
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Ÿ
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R&D expense: $1.7 billion
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Ÿ
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Capital expenditures: $0.9 billion
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Ÿ
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Depreciation: $0.9 billion
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Ÿ
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Annual effective tax rate: 25%
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For Three Months Ended
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||||||||||||
Sept. 30, 2011
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Sept. 30, 2010
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June 30, 2011
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||||||||||
Revenue
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$ | 3,466 | $ | 3,740 | $ | 3,458 | ||||||
Cost of revenue
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1,722 | 1,701 | 1,705 | |||||||||
Gross profit
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1,744 | 2,039 | 1,753 | |||||||||
Research and development (R&D)
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395 | 417 | 424 | |||||||||
Selling, general and administrative (SG&A)
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388 | 391 | 411 | |||||||||
Restructuring expense
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-- | 4 | -- | |||||||||
Acquisition cost
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147 | -- | 13 | |||||||||
Operating profit
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814 | 1,227 | 905 | |||||||||
Other income (expense) net
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(19 | ) | 8 | 10 | ||||||||
Interest and debt expense
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15 | -- | 6 | |||||||||
Income before income taxes
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780 | 1,235 | 909 | |||||||||
Provision for income taxes
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179 | 376 | 237 | |||||||||
Net income
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$ | 601 | $ | 859 | $ | 672 | ||||||
Earnings per common share:
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||||||||||||
Basic
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$ | .52 | $ | .71 | $ | .57 | ||||||
Diluted
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$ | .51 | $ | .71 | $ | .56 | ||||||
Average shares outstanding (millions):
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||||||||||||
Basic
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1,144 | 1,184 | 1,156 | |||||||||
Diluted
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1,157 | 1,196 | 1,180 | |||||||||
Cash dividends declared per share of common stock
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$ | .13 | $ | .12 | $ | .13 | ||||||
Percentage of revenue:
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||||||||||||
Gross profit
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50.3 | % | 54.5 | % | 50.7 | % | ||||||
R&D
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11.4 | % | 11.1 | % | 12.3 | % | ||||||
SG&A
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11.2 | % | 10.5 | % | 11.9 | % | ||||||
Operating profit
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23.5 | % | 32.8 | % | 26.2 | % |
Sept. 30, 2011
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Sept. 30, 2010
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June 30, 2011
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||||||||||
Assets
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||||||||||||
Current assets:
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||||||||||||
Cash and cash equivalents
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$ | 1,581 | $ | 1,093 | $ | 4,501 | ||||||
Short-term investments
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1,037 | 1,417 | 1,899 | |||||||||
Accounts receivable, net of allowances of ($26), ($20) and ($23)
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1,784 | 1,754 | 1,672 | |||||||||
Raw materials
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148 | 114 | 148 | |||||||||
Work in process
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1,185 | 875 | 970 | |||||||||
Finished goods
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632 | 435 | 644 | |||||||||
Inventories
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1,965 | 1,424 | 1,762 | |||||||||
Deferred income taxes
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1,046 | 601 | 793 | |||||||||
Prepaid expenses and other current assets
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303 | 179 | 233 | |||||||||
Total current assets
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7,716 | 6,468 | 10,860 | |||||||||
Property, plant and equipment at cost
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7,239 | 6,897 | 6,573 | |||||||||
Less accumulated depreciation
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(2,667 | ) | (3,441 | ) | (2,859 | ) | ||||||
Property, plant and equipment, net
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4,572 | 3,456 | 3,714 | |||||||||
Long-term investments
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350 | 523 | 334 | |||||||||
Goodwill
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4,451 | 926 | 924 | |||||||||
Acquisition-related intangibles
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3,024 | 86 | 63 | |||||||||
Deferred income taxes
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497 | 907 | 925 | |||||||||
Capitalized software licenses, net
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199 | 213 | 184 | |||||||||
Overfunded retirement plans
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28 | 23 | 25 | |||||||||
Other assets
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70 | 47 | 69 | |||||||||
Total assets
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$ | 20,907 | $ | 12,649 | $ | 17,098 | ||||||
Liabilities and Stockholders’ Equity
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||||||||||||
Current liabilities:
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||||||||||||
Commercial paper borrowings
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$ | 1,200 | $ | -- | $ | -- | ||||||
Current portion of long-term debt
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386 | -- | -- | |||||||||
Accounts payable
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627 | 623 | 623 | |||||||||
Accrued compensation
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532 | 568 | 428 | |||||||||
Income taxes payable
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60 | 31 | 65 | |||||||||
Accrued expenses and other liabilities
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863 | 616 | 637 | |||||||||
Total current liabilities
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3,668 | 1,838 | 1,753 | |||||||||
Long-term debt
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4,215 | -- | 3,498 | |||||||||
Underfunded retirement plans
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617 | 447 | 532 | |||||||||
Deferred income taxes
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822 | 82 | 92 | |||||||||
Deferred credits and other liabilities
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559 | 320 | 320 | |||||||||
Total liabilities
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9,881 | 2,687 | 6,195 |
Stockholders’ equity:
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||||||||||||
Preferred stock, $25 par value. Authorized – 10,000,000 shares. Participating cumulative preferred. None issued.
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-- | -- | -- | |||||||||
Common stock, $1 par value. Authorized – 2,400,000,000 shares. Shares issued: Sept. 30, 2011 – 1,740,552,451; Sept. 30, 2010 – 1,739,932,695; June 30, 2011 – 1,740,530,417
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1,741 | 1,740 | 1,741 | |||||||||
Paid-in capital
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1,172 | 1,128 | 1,108 | |||||||||
Retained earnings
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26,175 | 23,907 | 25,726 | |||||||||
Less treasury common stock at cost:
Shares: Sept. 30, 2011 – 597,902,577; Sept. 30, 2010 –
565,775,203; June 30, 2011 – 585,209,754
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(17,372 | ) | (16,169 | ) | (16,986 | ) | ||||||
Accumulated other comprehensive income (loss), net of taxes
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(690 | ) | (644 | ) | (686 | ) | ||||||
Total stockholders’ equity
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11,026 | 9,962 | 10,903 | |||||||||
Total liabilities and stockholders’ equity
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$ | 20,907 | $ | 12,649 | $ | 17,098 |
For Three Months Ended
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||||||||||||
Sept. 30, 2011
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Sept. 30, 2010
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June 30, 2011
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||||||||||
Cash flows from operating activities:
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||||||||||||
Net income
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$ | 601 | $ | 859 | $ | 672 | ||||||
Adjustments to net income:
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||||||||||||
Depreciation
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213 | 213 | 220 | |||||||||
Stock-based compensation
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92 | 48 | 54 | |||||||||
Amortization of acquisition-related intangibles
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12 | 11 | 6 | |||||||||
(Gains) on sales of assets
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(5 | ) | -- | -- | ||||||||
Deferred income taxes
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6 | (27 | ) | (46 | ) | |||||||
Increase (decrease) from changes in:
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||||||||||||
Accounts receivable
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22 | (29 | ) | (102 | ) | |||||||
Inventories
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22 | (66 | ) | (84 | ) | |||||||
Prepaid expenses and other current assets
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1 | 4 | (3 | ) | ||||||||
Accounts payable and accrued expenses
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95 | 115 | 58 | |||||||||
Accrued compensation
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59 | 149 | 80 | |||||||||
Income taxes payable
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14 | 23 | (240 | ) | ||||||||
Other
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8 | 18 | 14 | |||||||||
Net cash provided by operating activities
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1,140 | 1,318 | 629 | |||||||||
Cash flows from investing activities:
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||||||||||||
Additions to property, plant and equipment
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(193 | ) | (396 | ) | (276 | ) | ||||||
Proceeds from asset sales and insurance recovery
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14 | -- | 2 | |||||||||
Purchases of short-term investments
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(775 | ) | (599 | ) | (816 | ) | ||||||
Sales, redemptions and maturities of short-term investments
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1,638 | 373 | 505 | |||||||||
Purchases of long-term investments
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(1 | ) | (4 | ) | (2 | ) | ||||||
Redemptions and sales of long-term investments
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11 | 23 | 45 | |||||||||
Business acquisitions:
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||||||||||||
Property, plant and equipment
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(898 | ) | (42 | ) | -- | |||||||
Inventories
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(225 | ) | (9 | ) | -- | |||||||
Other
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(4,267 | ) | (8 | ) | -- | |||||||
Business acquisitions, net of cash acquired
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(5,390 | ) | (59 | ) | -- | |||||||
Net cash used in investing activities
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(4,696 | ) | (662 | ) | (542 | ) | ||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from issuance of debt
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1,200 | -- | 3,497 | |||||||||
Issuance costs for long-term debt
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-- | -- | (12 | ) | ||||||||
Dividends paid
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(148 | ) | (143 | ) | (150 | ) | ||||||
Sales and other common stock transactions
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33 | 41 | 180 | |||||||||
Excess tax benefit from share-based payments
|
1 | 1 | 8 | |||||||||
Stock repurchases
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(450 | ) | (600 | ) | (452 | ) | ||||||
Net cash provided by (used in) financing activities
|
636 | (701 | ) | 3,071 |
Net (decrease) increase in cash and cash equivalents
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(2,920 | ) | (45 | ) | 3,158 | |||||||
Cash and cash equivalents, beginning of period
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4,501 | 1,138 | 1,343 | |||||||||
Cash and cash equivalents, end of period
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$ | 1,581 | $ | 1,093 | $ | 4,501 |
·
|
Market demand for semiconductors, particularly in key markets such as communications, computing, industrial and consumer electronics;
|
·
|
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;
|
·
|
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;
|
·
|
Timely implementation of new manufacturing technologies, installation of manufacturing equipment and the ability to obtain needed third-party foundry and assembly/test subcontract services; and
|
·
|
TI’s obligation to make principal and interest payments on its debt.
|