DELAWARE
|
|
001-03761
|
|
75-0289970
|
(State
or other jurisdiction of incorporation)
|
|
(Commission
file number)
|
|
(I.R.S.
employer identification
no.)
|
¨
|
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
|
|
Registrant’s
News Release
|
|
|
Dated
April 23, 2007 (furnished pursuant to Item
2.02)
|
· |
Market
demand for semiconductors, particularly for analog chips and digital
signal processors 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 company forecasts;
|
· |
The
financial impact of inadequate or excess TI inventories to meet demand
that differs from projections;
|
· |
Product
liability or warranty claims, 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:
April 23, 2007
|
|
By:
|
|
/s/
Kevin P. March
|
|
|
|
|
Kevin
P. March
|
|
|
|
|
Senior
Vice President
|
|
|
|
|
and
Chief Financial Officer
|
· |
TI
Revenue Down 8% Sequentially and 4% from Year Ago
|
· |
EPS
of $0.35
|
· |
Revenue
Growth Expected to Resume in 2Q07
|
· |
Total
TI, $3.32 billion to $3.60 billion;
|
· |
Semiconductor,
$3.14 billion to $3.40 billion; and
|
· |
Education
Technology, $180 million to $200
million.
|
For
Three Months Ended
|
||||||||||
Mar.
31,
2007
|
Dec.
31,
2006
|
Mar.
31,
2006
|
||||||||
Net
revenue
|
$
|
3,191
|
$
|
3,463
|
$
|
3,334
|
||||
Cost
of revenue (COR)
|
1,554
|
1,715
|
1,662
|
|||||||
Gross
profit
|
1,637
|
1,748
|
1,672
|
|||||||
Research
and development (R&D)
|
552
|
556
|
533
|
|||||||
Selling,
general and administrative (SG&A)
|
405
|
425
|
421
|
|||||||
Total operating costs and expenses
|
2,511
|
2,696
|
2,616
|
|||||||
Profit
from operations
|
680
|
767
|
718
|
|||||||
Other
income (expense) net
|
40
|
70
|
52
|
|||||||
Interest
expense on loans
|
1
|
1
|
3
|
|||||||
Income
from
continuing operations before income taxes
|
719
|
836
|
767
|
|||||||
Provision
for income taxes
|
203
|
165
|
225
|
|||||||
Income
from
continuing operations
|
516
|
671
|
542
|
|||||||
Income
(loss)
from discontinued operations, net of income taxes
|
--
|
(3
|
)
|
43
|
||||||
Net
income
|
$
|
516
|
$
|
668
|
$
|
585
|
||||
Basic
earnings
per common share:
|
||||||||||
Income
from continuing operations
|
$
|
.36
|
$
|
.46
|
$
|
.34
|
||||
Net
income
|
$
|
.36
|
$
|
.45
|
$
|
.37
|
||||
Diluted
earnings per common share:
|
||||||||||
Income
from continuing operations
|
$
|
.35
|
$
|
.45
|
$
|
.33
|
||||
Net
income
|
$
|
.35
|
$
|
.45
|
$
|
.36
|
||||
Average
shares outstanding (millions):
|
||||||||||
Basic
|
1,442
|
1,469
|
1,585
|
|||||||
Diluted
|
1,470
|
1,499
|
1,618
|
|||||||
Cash
dividends declared per share of common stock
|
$
|
.04
|
$
|
.04
|
$
|
.03
|
||||
Percentage
of revenue:
|
||||||||||
Gross
profit
|
51.3
|
%
|
50.5
|
%
|
50.1
|
%
|
||||
R&D
|
17.3
|
%
|
16.0
|
%
|
16.0
|
%
|
||||
SG&A
|
12.7
|
%
|
12.3
|
%
|
12.6
|
%
|
||||
Operating
profit
|
21.3
|
%
|
22.1
|
%
|
21.5
|
%
|
Mar.
31,
2007
|
Dec.
31,
2006
|
Mar.
31,
2006
|
||||||||
Assets
|
||||||||||
Current
assets:
|
||||||||||
Cash
and cash equivalents
|
$965
|
$1,183
|
$722
|
|||||||
Short-term
investments
|
2,371
|
2,534
|
2,942
|
|||||||
Accounts
receivable, net of allowances of ($25), ($26) and ($32)
|
1,756
|
1,774
|
1,798
|
|||||||
Raw
materials
|
114
|
105
|
91
|
|||||||
Work
in process
|
879
|
930
|
819
|
|||||||
Finished
goods
|
416
|
402
|
336
|
|||||||
Inventories
|
1,409
|
1,437
|
1,246
|
|||||||
Deferred
income taxes
|
1,071
|
741
|
626
|
|||||||
Prepaid
expenses and other current assets
|
257
|
181
|
248
|
|||||||
Assets
of discontinued operations
|
4
|
4
|
495
|
|||||||
Total
current assets
|
7,833
|
7,854
|
8,077
|
|||||||
Property,
plant and equipment at cost
|
7,715
|
7,751
|
8,442
|
|||||||
Less
accumulated depreciation
|
(3,835)
|
(3,801)
|
(4,574)
|
|||||||
Property,
plant and equipment, net
|
3,880
|
3,950
|
3,868
|
|||||||
Equity
and other long-term investments
|
250
|
287
|
240
|
|||||||
Goodwill
|
792
|
792
|
793
|
|||||||
Acquisition-related
intangibles
|
131
|
118
|
131
|
|||||||
Deferred
income taxes
|
436
|
601
|
390
|
|||||||
Capitalized
software licenses, net
|
280
|
188
|
222
|
|||||||
Overfunded
retirement plans
|
54
|
58
|
--
|
|||||||
Prepaid
retirement costs
|
--
|
--
|
205
|
|||||||
Other
assets
|
94
|
82
|
112
|
|||||||
Total
assets
|
$13,750
|
$13,930
|
$14,038
|
|||||||
Liabilities
and Stockholders’ Equity
|
||||||||||
Current
liabilities:
|
||||||||||
Loans
payable and current portion of long-term debt
|
$43
|
$43
|
$--
|
|||||||
Accounts
payable
|
550
|
560
|
720
|
|||||||
Accrued
expenses and other liabilities
|
877
|
1,029
|
895
|
|||||||
Income
taxes payable
|
286
|
284
|
280
|
|||||||
Accrued
profit sharing and retirement
|
51
|
162
|
43
|
|||||||
Liabilities
of discontinued operations
|
--
|
--
|
157
|
|||||||
Total
current liabilities
|
1,807
|
2,078
|
2,095
|
|||||||
Long-term
debt
|
--
|
--
|
318
|
|||||||
Underfunded
retirement plans
|
197
|
208
|
--
|
|||||||
Accrued
retirement costs
|
--
|
--
|
116
|
|||||||
Deferred
income taxes
|
10
|
23
|
17
|
|||||||
Deferred
credits and other liabilities
|
453
|
261
|
254
|
|||||||
Total
liabilities
|
2,467
|
2,570
|
2,800
|
|||||||
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:
March 31, 2007 -- 1,739,211,844; December 31, 2006 -- 1,739,108,694;
March
31, 2006 -- 1,739,070,044
|
1,739
|
1,739
|
1,739
|
|||||||
Paid-in
capital
|
822
|
885
|
744
|
|||||||
Retained
earnings
|
18,017
|
17,529
|
13,930
|
|||||||
Less
treasury common stock at cost:
|
|
|
|
|||||||
Shares:
March 31, 2007 -- 305,502,566; December 31, 2006 -- 289,078,450;
March 31,
2006 -- 181,032,577
|
(8,940
|
)
|
(8,430
|
)
|
(5,092
|
)
|
||||
Accumulated
other comprehensive income (loss), net of tax
|
(355
|
)
|
(363
|
)
|
(83
|
)
|
||||
Total
stockholders’ equity
|
11,283
|
11,360
|
11,238
|
|||||||
Total
liabilities and stockholders’ equity
|
$
|
13,750
|
$
|
13,930
|
$
|
14,038
|
||||
For
Three Months Ended
|
||||||||||
Mar.
31,
2007
|
Dec.
31,
2006
|
Mar.
31,
2006
|
||||||||
Cash
flows from operating activities:
|
||||||||||
Net
income
|
$
|
516
|
$
|
668
|
$
|
585
|
||||
Adjustments
to reconcile net income to cash provided by operating
activities of continuing operations:
|
||||||||||
(Income)
loss from discontinued operations
|
--
|
3
|
(43
|
)
|
||||||
Depreciation
|
252
|
249
|
270
|
|||||||
Stock-based
compensation
|
78
|
78
|
91
|
|||||||
Amortization
of capitalized software
|
25
|
25
|
30
|
|||||||
Amortization
of acquisition-related intangibles
|
14
|
13
|
16
|
|||||||
Deferred
income taxes
|
(3
|
)
|
(77
|
)
|
(36
|
)
|
||||
Increase
(decrease) from changes in:
|
||||||||||
Accounts
receivable
|
17
|
315
|
(144
|
)
|
||||||
Inventories
|
28
|
54
|
(57
|
)
|
||||||
Prepaid
expenses and other current assets
|
(79
|
)
|
(7
|
)
|
(111
|
)
|
||||
Accounts
payable and accrued expenses
|
(167
|
)
|
(209
|
)
|
(106
|
)
|
||||
Income
taxes payable
|
(1
|
)
|
(156
|
)
|
151
|
|||||
Accrued
profit sharing and retirement
|
(111
|
)
|
30
|
(99
|
)
|
|||||
Change
in funded status of retirement plans and accrued retirement costs
|
1
|
(94
|
)
|
17
|
||||||
Other
|
(16
|
)
|
(46
|
)
|
(42
|
)
|
||||
Net
cash provided by operating activities of continuing
operations
|
554
|
846
|
522
|
|||||||
Cash
flows from investing activities:
|
||||||||||
Additions
to property, plant and equipment
|
(179
|
)
|
(214
|
)
|
(408
|
)
|
||||
Proceeds
from sales of assets
|
--
|
14
|
4
|
|||||||
Purchases
of cash investments
|
(846
|
)
|
(1,275
|
)
|
(1,153
|
)
|
||||
Sales
and maturities of cash investments
|
1,011
|
1,509
|
2,341
|
|||||||
Purchases
of equity investments
|
(5
|
)
|
(7
|
)
|
(5
|
)
|
||||
Sales
of equity and other long-term investments
|
2
|
2
|
7
|
|||||||
Acquisitions,
net of cash acquired
|
(27
|
)
|
--
|
(177
|
)
|
|||||
Net
cash provided by (used in) investing activities of continuing
operations
|
(44
|
)
|
29
|
609
|
||||||
Cash
flows from financing activities:
|
||||||||||
Payments
on loans and long-term debt
|
--
|
--
|
(311
|
)
|
||||||
Dividends
paid on common stock
|
(58
|
)
|
(59
|
)
|
(48
|
)
|
||||
Sales
and other common stock transactions
|
154
|
51
|
142
|
|||||||
Excess
tax benefit from stock option exercises
|
34
|
15
|
7
|
|||||||
Stock
repurchases
|
(857
|
)
|
(1,130
|
)
|
(1,440
|
)
|
||||
Net
cash used in financing activities of continuing operations
|
(727
|
)
|
(1,123
|
)
|
(1,650
|
)
|
||||
Cash
flows from discontinued operations:
|
||||||||||
Operating
activities
|
--
|
--
|
35
|
|||||||
Investing
activities
|
--
|
--
|
(10
|
)
|
||||||
Net
cash provided by
discontinued operations
|
--
|
--
|
25
|
|||||||
Effect
of exchange rate changes on cash
|
(1
|
)
|
1
|
2
|
||||||
Net
decrease in cash and cash equivalents
|
(218
|
)
|
(247
|
)
|
(492
|
)
|
||||
Cash
and cash equivalents, beginning of period
|
1,183
|
1,430
|
1,214
|
|||||||
Cash
and cash equivalents, end of period
|
$
|
965
|
$
|
1,183
|
$
|
722
|
For
Three Months Ended
|
||||||||||
Mar.
31,
2007
|
Dec.
31,
2006
|
Mar.
31,
2006
|
||||||||
Semiconductor
|
$
|
3,115
|
$
|
3,385
|
$
|
3,260
|
||||
Education
Technology
|
76
|
78
|
74
|
|||||||
Total
net revenue
|
$
|
3,191
|
$
|
3,463
|
$
|
3,334
|
||||
For
Three Months Ended
|
||||||||||
Mar.
31,
2007
|
Dec.
31,
2006
|
Mar.
31,
2006
|
||||||||
Semiconductor
|
$
|
831
|
$
|
908
|
$
|
883
|
||||
Education
Technology
|
16
|
19
|
13
|
|||||||
Corporate*
|
(167
|
)
|
(160
|
)
|
(178
|
)
|
||||
Profit
from operations
|
$
|
680
|
$
|
767
|
$
|
718
|
||||
*
Corporate includes the following stock-based compensation
expense:
|
||||||||||
COR
|
$
|
15
|
$
|
15
|
$
|
18
|
||||
R&D
|
23
|
24
|
28
|
|||||||
SG&A
|
40
|
39
|
45
|
|||||||
Profit
from operations
|
$
|
78
|
$
|
78
|
$
|
91
|
· |
Revenue
in the first quarter was $3.12 billion. This was a decrease of
8 percent
from the prior quarter due to a broad-based decline in demand.
Compared
with a year ago, revenue decreased 4 percent primarily due to lower
demand
for DSP products that more than offset higher demand for analog
products.
|
o |
Analog
product revenue of $1.25 billion was down 5 percent from the prior
quarter
due to a broad-based decline in demand. Compared with the year-ago
quarter, analog revenue increased 2 percent as a decline in analog
revenue
for wireless applications was more than offset by broad-based increases
in
other analog products, especially high-performance analog. Revenue
from
high-performance analog products declined 5 percent from the prior
quarter
and increased 8 percent from a year ago.
|
o |
DSP
product revenue of $1.16 billion was down 5 percent from the prior
quarter
and down 10 percent from a year ago due to lower demand for a broad
range
of products.
|
o |
TI’s
remaining Semiconductor product revenue of $713 million was 17
percent
lower than the prior quarter due to declines in DLP®
products, royalties, microprocessors and standard logic that offset
growth
in microcontrollers. Royalties declined because new patent license
agreements that were signed in the prior quarter included non-recurring
catch-up payments. TI’s remaining Semiconductor revenue decreased 5
percent from the year-ago quarter as declines in microprocessors,
DLP
products and standard logic more than offset growth in royalties
and
microcontrollers.
|
· |
Gross
profit was $1.63 billion, or 52.3 percent of revenue. This was
a decrease
of $103 million from the prior quarter and a decrease of $30 million
from
the year-ago quarter due to lower revenue.
|
· |
Operating
profit was $831 million, or 26.7 percent of revenue. This was a
decline of
$77 million from the prior quarter and a decline of $52 million
from the
year-ago quarter primarily due to lower gross profit.
|
· |
Semiconductor
orders were $3.08 billion. This was an increase of 3 percent from
the
prior quarter due to higher demand for DSP products and a decrease
of 10
percent from the year-ago quarter due to broadly lower demand.
|
· |
TI
introduced a new high-performance analog product that will enable
a range
of portable electronic products to draw power from new energy sources,
such as solar and micro-fuel cells. The DC/DC boost converter can
operate
at the industry's lowest input voltage of less than 0.3 volt with
high
efficiency.
|
· |
TI
demonstrated a prototype DLP pico-projector small enough to integrate
into
mobile devices, such as cell phones and digital cameras. This innovation
will give manufacturers a new and enhanced display option for their
devices.
|
· |
TI
launched its “LoCosto ULC” single-chip platform for the ultra low-cost
cell phone market. This platform enables cell phone manufacturers
to
include more features in their products, including an enhanced
color
display, FM stereo, MP3 ring tones and playback, and camera functionality.
The new platform will include the industry’s first single-chip GSM/GPRS
cell phone products to be manufactured using 65-nanometer process
technology and is expected to sample in the second quarter of 2007.
|
· |
TI
extended its OMAP™ 3 platform with products that allow cell phone
manufacturers to scale their product offerings to address a range
of
performance levels and price points. The products bring “life-like” 3D
graphics to the handset and create a mobile gaming experience comparable
to today’s handheld gaming devices. In addition, the products are the
industry’s first application processors to play 720p high-definition video
on cell phones.
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Revenue
was $76 million. This was a decrease of $2 million from the prior
quarter
and an increase of $2 million from the year-ago quarter.
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Gross
profit was $45 million, or 59.0 percent of revenue. Gross profit
was even
with the prior quarter and increased $4 million from the year-ago
quarter
primarily due to a combination of higher revenue and product cost
reductions.
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Operating
profit was $16 million, or 20.6 percent of revenue. This was a
decrease of
$3 million compared with the prior quarter due to higher SG&A expense.
It was an increase of $3 million from the year-ago quarter due
to higher
gross profit.
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Market
demand for semiconductors, particularly for analog chips and digital
signal processors in key markets such as communications, entertainment
electronics and computing;
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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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· |
TI’s
ability to develop, manufacture and market innovative products
in a
rapidly changing technological
environment;
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· |
TI’s
ability to compete in products and prices in an intensely competitive
industry;
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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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· |
Expiration
of license agreements between TI and its patent licensees, and
market
conditions reducing royalty payments to TI;
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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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· |
Natural
events such as severe weather and earthquakes in the locations
in which
TI, its customers or its suppliers operate;
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· |
Availability
and cost of
raw materials, utilities, manufacturing equipment, third-party
manufacturing services and manufacturing technology;
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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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· |
Losses
or curtailments of purchases from key customers and the timing
and amount
of distributor and other customer inventory adjustments;
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· |
Customer
demand that differs from company forecasts;
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· |
The
financial impact of inadequate or excess TI inventories to meet
demand
that differs from projections;
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· |
Product
liability or warranty claims, or recalls by TI customers for a
product
containing a TI part;
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· |
TI’s
ability to recruit and retain skilled personnel; and
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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.
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