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): March 17, 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 9. Regulation FD Disclosure.
The Registrant ("TI" or "the company") re-confirms its outlook for the first
quarter of 2003 as set forth below and as originally set forth in the company's
earnings release on January 22, 2003. This re-confirmation 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.
For the first quarter of 2003, compared with the fourth quarter of 2002, TI
expects: total revenue to be about even, Semiconductor revenue to be about
even, Sensors & Controls revenue to be about even, and Educational &
Productivity Solutions revenue to increase about 10 percent. Earnings per
share (EPS) are expected to be about $0.06, plus or minus a few cents.
"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: March 17, 2003 By: /s/ WILLIAM A. AYLESWORTH
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William A. Aylesworth
Senior Vice President
and Chief Financial Officer