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 10, 2003
TEXAS INSTRUMENTS INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 001-03761 750289970
(STATE OR OTHER (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
JURISDICTION 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 June 10, 2003
ITEM 9. REGULATION FD DISCLOSURE.
The information set forth in the Registrant's news release dated June 10, 2003,
(attached hereto as Exhibit 99) is incorporated herein by reference to such news
release. The filing of this news release is being made for purposes of
Regulation FD only and is not an indication or assessment of materiality, nor is
it intended to constitute a representation that the information is not otherwise
publicly available.
"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: June 10, 2003 By:/s/ WILLIAM A. AYLESWORTH
William A. Aylesworth
Senior Vice President
and Chief Financial Officer
Exhibit 99
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TI REVISES 2Q03 OUTLOOK
- - TI'S SEQUENTIAL REVENUE GROWTH IS NOW EXPECTED TO BE ABOUT 5%
- - CHANGE IS DUE TO WIRELESS SEMICONDUCTOR SALES THAT ARE LOWER THAN EXPECTED
BECAUSE OF WEAKER DEMAND IN ASIAN MARKETS
Conference call today at 4:30 p.m. Central Daylight Time
Conference call number (973) 582-2741 (no passcode required)
Live audiocast at http://www.ti.com/ir
Dallas (June 10, 2003) - Texas Instruments Incorporated (NYSE:TXN) today
said that its sequential revenue growth in the second quarter will be at the
lower end of its previous expectations due to reduced sales of semiconductors
to wireless customers. Wireless customers are experiencing a slowdown in
demand for handsets and excess inventory, particularly in Asia. Demand for TI's
semiconductor products in other markets continues to be robust.
As a result, TI now expects total sequential revenue growth of about 5
percent, instead of its original forecast of about 7 percent. Inside the total,
TI's semiconductor segment now expects sequential growth of about 2 percent
instead of about 4 percent. The company's other business segments, Sensors &
Controls and Educational & Productivity Solutions, remain on track to meet
original expectations.
TI expects wireless semiconductor revenue to decline about 10 percent
sequentially in the second quarter and other semiconductor revenue to increase
by more than 5 percent. Compared with the second quarter of 2002, wireless
revenue should increase by more than 10 percent and other semiconductor revenue
should increase by more than 5 percent.
Earnings per share are now expected to be about $0.06, plus or minus a few
cents, instead of about $0.08, plus or minus a few cents. The expected reduction
in earnings is due about equally to lower revenue and higher charges associated
with restructuring in certain of the company's manufacturing facilities. The
company recently expanded its previously-announced restructuring actions to
include the reduction of about 250 jobs in Semiconductor manufacturing
operations in Japan. Total restructuring charges for the quarter are now
expected to be about $55 million instead of $40 million, primarily due to
higher than expected severance costs in the current quarter and the addition of
the action in Japan.
"As we noted in our April conference call, some inventory of wireless
semiconductors was built in Asian markets, particularly China, toward the end of
the first quarter. That inventory, which would have been successfully worked
through under normal conditions, instead stalled as demand has weakened in those
markets. We believe the weakness in demand is largely due to the ongoing
economic impact associated with SARS, and should abate as the health concerns
are resolved," said Tom Engibous, TI Chairman, President and CEO.
# # #
ABOUT TEXAS INSTRUMENTS
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
.
SAFE HARBOR STATEMENT
"Safe Harbor" Statements 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, such 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 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;
- - 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
release are made only as of the date of this release, and the company undertakes
no obligation to update the forward-looking statements to reflect subsequent
events or circumstances.