DELAWARE
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001-03761
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75-0289970
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||
(State
or other jurisdiction of incorporation)
|
(Commission
file number)
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(I.R.S.
employer identification no.)
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¨
|
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
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|
Registrant’s
News Release
|
|
Dated
October 19, 2009 (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;
|
|
•
|
The
ability of TI and its customers and suppliers to access their 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 19, 2009
|
|
By:
|
|
/s/ KEVIN P. MARCH
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|
|
Kevin
P. March
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||
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|
Senior
Vice President
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||
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|
and
Chief Financial Officer
|
3Q09 | 3Q08 |
vs. 3Q08
|
2Q09 |
vs. 2Q09
|
||||||||||||||||
Revenue:
|
$ | 2880 | $ | 3387 | -15 | % | $ | 2457 | 17 | % | ||||||||||
Operating
profit:
|
$ | 763 | $ | 746 | 2 | % | $ | 343 | 122 | % | ||||||||||
Net
income:
|
$ | 538 | $ | 563 | -4 | % | $ | 260 | 107 | % | ||||||||||
Earnings
per share:
|
$ | 0.42 | $ | 0.43 | -2 | % | $ | 0.20 | 110 | % | ||||||||||
Cash
flow from operations:
|
$ | 834 | $ | 1046 | -20 | % | $ | 557 | 50 | % |
3Q09 | 3Q08 |
vs. 3Q08
|
2Q09 |
vs. 2Q09
|
Note
|
|||||||||||||||||||
Analog:
Revenue
|
$ | 1184 | $ | 1289 | -8 | % | $ | 983 | 20 | % | (1) | |||||||||||||
Operating profit
|
$ | 306 | $ | 274 | 12 | % | $ | 96 | 219 | % | ||||||||||||||
Embedded
Processing:
Revenue
|
$ | 393 | $ | 427 | -8 | % | $ | 350 | 12 | % | (2) | |||||||||||||
Operating profit
|
$ | 75 | $ | 73 | 3 | % | $ | 28 | 168 | % | ||||||||||||||
Wireless:
Revenue
|
$ | 675 | $ | 915 | -26 | % | $ | 601 | 12 | % | (3) | |||||||||||||
Operating profit
|
$ | 110 | $ | 155 | -29 | % | $ | 58 | 90 | % | ||||||||||||||
Other:
Revenue
|
$ | 628 | $ | 756 | -17 | % | $ | 523 | 20 | % | (4) | |||||||||||||
Operating profit
|
$ | 272 | $ | 244 | 11 | % | $ | 161 | 69 | % |
(1)
|
The
decline in Analog revenue from a year ago was due to lower high-volume
analog & logic and high-performance analog
revenue. Power management revenue increased
slightly. The increase in Analog revenue from the prior quarter was
due to growth in all three product
categories.
|
(2)
|
The
decline in Embedded Processing revenue from a year ago was due to lower
revenue from catalog, communications infrastructure and automotive
products. The increase in Embedded Processing revenue from the
prior quarter was primarily due to higher catalog product revenue, while
automotive product revenue grew by a lesser amount and communications
infrastructure product revenue was
even.
|
(3)
|
Wireless
revenue declined from a year ago due to lower baseband
revenue. Revenue from OMAP applications processors also
declined, although by a lesser amount, while revenue from connectivity
products increased. Wireless revenue increased from the prior
quarter primarily due to higher revenue from baseband products, and by a
lesser amount, increased revenue from connectivity products and OMAP
applications processors.
|
(4)
|
Other
revenue decreased from a year ago due to declines in RISC microprocessors,
DLP products, ASIC products, royalties and calculators. Other
revenue increased from the prior quarter due to a seasonal increase in
calculators, as well as higher revenue from DLP products, royalties and
ASIC products. Revenue from RISC microprocessors declined from
the prior quarter.
|
3Q09 | 3Q08 | 2Q09 | ||||||||||
Analog:
|
$ | 4 | $ | -- | $ | 35 | ||||||
Embedded
Processing:
|
$ | 2 | $ | -- | $ | 18 | ||||||
Wireless:
|
$ | 3 | $ | -- | $ | 23 | ||||||
Other:
|
$ | 1 | $ | -- | $ | 9 | ||||||
Total:
|
$ | 10 | $ | -- | $ | 85 |
Ÿ
|
Orders
were $3.11 billion, down 4 percent from a year ago but up 11 percent
from the prior quarter.
|
Ÿ
|
Inventory
was $1.12 billion, down $459 million from a year ago and up $53 million
from the prior quarter.
|
Ÿ
|
Capital
expenditures were $226 million in the quarter, an increase from $197
million in the year-ago quarter and an increase from $47 million in the
prior quarter.
|
Ÿ
|
TI
used $251 million in the quarter to repurchase 10.5 million shares of its
common stock and paid dividends of $138
million.
|
Ÿ
|
Cash
and cash equivalents plus short-term investments increased to $2.83
billion at the end of the quarter.
|
Ÿ
|
Revenue: $2.78
– 3.02 billion
|
Ÿ
|
Earnings
per share: $0.42 – 0.50
|
Ÿ
|
R&D
expense: $1.5 billion
|
Ÿ
|
Capital
expenditures: $800 million, up from the prior expectation of
$300 million
|
Ÿ
|
Depreciation: $900
million
|
Ÿ
|
Annual
effective tax rate: 28%, up from the prior expectation of
27%
|
For
Three Months Ended
|
||||||||||||
Sept. 30,
2009
|
Sept. 30, 2008
|
June
30, 2009
|
||||||||||
Revenue
|
$ | 2,880 | $ | 3,387 | $ | 2,457 | ||||||
Cost
of revenue
|
1,399 | 1,744 | 1,333 | |||||||||
Gross
profit
|
1,481 | 1,643 | 1,124 | |||||||||
Research
and development (R&D)
|
368 | 507 | 369 | |||||||||
Selling,
general and administrative (SG&A)
|
340 | 390 | 327 | |||||||||
Restructuring
expense
|
10 | -- | 85 | |||||||||
Operating
profit
|
763 | 746 | 343 | |||||||||
Other
income (expense) net
|
2 | 10 | 13 | |||||||||
Income
before income taxes
|
765 | 756 | 356 | |||||||||
Provision
for income taxes
|
227 | 193 | 96 | |||||||||
Net
income
|
$ | 538 | $ | 563 | $ | 260 | ||||||
Earnings
per common share:
|
||||||||||||
Basic
|
$ | .42 | $ | .43 | $ | .20 | ||||||
Diluted
|
$ | .42 | $ | .43 | $ | .20 | ||||||
Average
shares outstanding (millions):
|
||||||||||||
Basic
|
1,255 | 1,304 | 1,267 | |||||||||
Diluted
|
1,268 | 1,315 | 1,272 | |||||||||
Cash
dividends declared per share of common stock
|
$ | .11 | $ | .10 | $ | .11 | ||||||
Percentage
of revenue:
|
||||||||||||
Gross
profit
|
51.4 | % | 48.5 | % | 45.7 | % | ||||||
R&D
|
12.7 | % | 15.0 | % | 15.0 | % | ||||||
SG&A
|
11.8 | % | 11.5 | % | 13.3 | % | ||||||
Operating
profit
|
26.5 | % | 22.0 | % | 14.0 | % |
Sept. 30,
2009
|
Sept. 30, 2008
|
June
30, 2009
|
||||||||||
Assets
|
||||||||||||
Current
assets:
|
||||||||||||
Cash
and cash
equivalents
|
$ | 1,294 | $ | 1,715 | $ | 1,765 | ||||||
Short-term
investments
|
1,533 | 278 | 792 | |||||||||
Accounts
receivable, net of allowances of ($22), ($28) and ($23)
|
1,435 | 1,774 | 1,244 | |||||||||
Raw
materials
|
89 | 103 | 81 | |||||||||
Work
in
process
|
767 | 982 | 699 | |||||||||
Finished
goods
|
260 | 490 | 283 | |||||||||
Inventories
|
1,116 | 1,575 | 1,063 | |||||||||
Deferred
income
taxes
|
592 | 679 | 668 | |||||||||
Prepaid
expenses and other current
assets
|
168 | 191 | 208 | |||||||||
Total
current
assets
|
6,138 | 6,212 | 5,740 | |||||||||
Property,
plant and equipment at
cost
|
6,599 | 7,499 | 6,739 | |||||||||
Less
accumulated
depreciation
|
(3,654 | ) | (3,982 | ) | (3,799 | ) | ||||||
Property,
plant and equipment,
net
|
2,945 | 3,517 | 2,940 | |||||||||
Long-term
investments
|
627 | 717 | 632 | |||||||||
Goodwill
|
926 | 840 | 926 | |||||||||
Acquisition-related
intangibles
|
138 | 99 | 150 | |||||||||
Deferred
income
taxes
|
928 | 688 | 909 | |||||||||
Capitalized
software licenses,
net
|
124 | 202 | 140 | |||||||||
Overfunded
retirement
plans
|
20 | 137 | 20 | |||||||||
Other
assets
|
57 | 54 | 53 | |||||||||
Total
assets
|
$ | 11,903 | $ | 12,466 | $ | 11,510 | ||||||
Liabilities
and Stockholders’ Equity
|
||||||||||||
Current
liabilities:
|
||||||||||||
Accounts
payable
|
$ | 467 | $ | 601 | $ | 421 | ||||||
Accrued
expenses and other
liabilities
|
959 | 976 | 931 | |||||||||
Income
taxes
payable
|
148 | 35 | 56 | |||||||||
Accrued
profit sharing and
retirement
|
88 | 126 | 60 | |||||||||
Total
current
liabilities
|
1,662 | 1,738 | 1,468 | |||||||||
Underfunded
retirement
plans
|
464 | 186 | 502 | |||||||||
Deferred
income
taxes
|
60 | 52 | 54 | |||||||||
Deferred
credits and other
liabilities
|
279 | 396 | 273 | |||||||||
Total
liabilities
|
2,465 | 2,372 | 2,297 | |||||||||
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, 2009 --
1,739,770,537; Sept. 30, 2008 -- 1,739,717,573; June 30, 2009 --
1,739,734,081
|
1,740 | 1,740 | 1,740 | |||||||||
Paid-in
capital
|
1,071 | 973 | 1,045 | |||||||||
Retained
earnings
|
21,562 | 21,204 | 21,163 | |||||||||
Less
treasury common stock at cost:
Shares: Sept. 30, 2009
-- 486,897,139; Sept. 30, 2008 -- 443,292,628; June 30, 2009 --
478,309,646
|
(14,257 | ) | (13,481 | ) | (14,061 | ) | ||||||
Accumulated
other comprehensive income (loss), net of taxes
|
(678 | ) | (342 | ) | (674 | ) | ||||||
Total
stockholders’ equity
|
9,438 | 10,094 | 9,213 | |||||||||
Total
liabilities and stockholders’
equity
|
$ | 11,903 | $ | 12,466 | $ | 11,510 |
For
Three Months Ended
|
||||||||||||
Sept. 30,
2009
|
Sept.
30, 2008
|
June
30, 2009
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
income
|
$ | 538 | $ | 563 | $ | 260 | ||||||
Adjustments
to net income:
|
||||||||||||
Depreciation
|
217 | 252 | 221 | |||||||||
Stock-based
compensation
|
46 | 53 | 47 | |||||||||
Amortization
of acquisition-related
intangibles
|
12 | 9 | 12 | |||||||||
Deferred
income
taxes
|
71 | (78 | ) | 6 | ||||||||
Increase
(decrease) from changes in:
|
||||||||||||
Accounts
receivable
|
(186 | ) | 36 | (116 | ) | |||||||
Inventories
|
(53 | ) | 76 | 37 | ||||||||
Prepaid
expenses and other current
assets
|
31 | 50 | (15 | ) | ||||||||
Accounts
payable and accrued
expenses
|
54 | (24 | ) | 101 | ||||||||
Income
taxes
payable
|
94 | 41 | (52 | ) | ||||||||
Accrued
profit sharing and
retirement
|
28 | 25 | 26 | |||||||||
Other
|
(18 | ) | 43 | 30 | ||||||||
Net
cash provided by operating
activities
|
834 | 1,046 | 557 | |||||||||
Cash
flows from investing activities:
|
||||||||||||
Additions
to property, plant and
equipment
|
(226 | ) | (197 | ) | (47 | ) | ||||||
Purchases
of short-term
investments
|
(879 | ) | -- | (343 | ) | |||||||
Sales
and maturities of short-term
investments
|
139 | 49 | 544 | |||||||||
Purchases
of long-term
investments
|
-- | (3 | ) | (3 | ) | |||||||
Redemptions
and sales of long term investments
|
16 | 32 | 43 | |||||||||
Acquisitions,
net of cash
acquired
|
-- | -- | (51 | ) | ||||||||
Net
cash (used in) provided by investing activities
|
(950 | ) | (119 | ) | 143 | |||||||
Cash
flows from financing activities:
|
||||||||||||
Dividends
paid
|
(138 | ) | (131 | ) | (139 | ) | ||||||
Sales
and other common stock
transactions
|
34 | 30 | 19 | |||||||||
Excess
tax benefit from share-based
payments
|
-- | 1 | -- | |||||||||
Stock
repurchases
|
(251 | ) | (429 | ) | (251 | ) | ||||||
Net
cash used in financing
activities
|
(355 | ) | (529 | ) | (371 | ) | ||||||
Net
(decrease) increase in cash and
cash equivalents
|
(471 | ) | 398 | 329 | ||||||||
Cash
and cash equivalents, beginning
of period
|
1,765 | 1,317 | 1,436 | |||||||||
Cash
and cash equivalents, end of
period
|
$ | 1,294 | $ | 1,715 | $ | 1,765 |
·
|
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;
|
·
|
The
ability of TI and its customers and suppliers to access their 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.
|