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
July 21, 2008 (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;
|
·
|
TI's
ability to access its 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:
July 21, 2008
|
|
By:
|
|
/s/
Kevin P. March
|
|
|
Kevin
P. March
|
||
|
|
Senior
Vice President
|
||
|
|
and
Chief Financial Officer
|
2Q08
|
2Q07
|
vs. 2Q07
|
1Q08
|
vs. 1Q08
|
||||||||||||||||
Revenue:
|
$ |
3351
|
$ |
3424
|
-2%
|
$ |
3272
|
2%
|
||||||||||||
Operating
profit:
|
$ |
833
|
$ |
809
|
3%
|
$ |
807
|
3%
|
||||||||||||
Income:
|
$ |
588
|
$ |
614
|
-4%
|
$ |
662
|
-11%
|
||||||||||||
Earnings
per share:
|
$ |
0.44
|
$ |
0.42
|
5%
|
$ |
0.49
|
-10%
|
||||||||||||
Cash
flow from operations:
|
$ |
520
|
$ |
898
|
-42%
|
$ |
641
|
-19%
|
2Q08
|
2Q07
|
vs. 2Q07
|
1Q08
|
vs. 1Q08
|
Note
|
|||||||||||||||||||
Analog:
|
$ |
1292
|
$ |
1170
|
10%
|
$ |
1265
|
2%
|
(1)
|
|||||||||||||||
Embedded
Processing:
|
$ |
436
|
$ |
397
|
10%
|
$ |
418
|
4%
|
(2)
|
|||||||||||||||
Wireless:
|
$ |
903
|
$ |
1024
|
-12%
|
$ |
922
|
-2%
|
(3)
|
|||||||||||||||
Other:
|
$ |
720
|
$ |
833
|
-14%
|
$ |
667
|
8%
|
(4)(5)
|
|
The
product categories include:
|
▪
|
Analog:
high-performance analog, high-volume analog &
logic
|
▪
|
Embedded
Processing: catalog, communications infrastructure and automotive
DSPs and microcontrollers
|
▪
|
Wireless:
basebands, OMAPTM applications
processors, connectivity products for
handsets
|
▪
|
Other:
DLP® products, calculators, RISC microprocessors, ASIC products,
royalties
|
(1)
|
Analog revenue growth in both comparisons was due to
stronger demand for high-performance analog
products.
|
(2)
|
Embedded
Processing revenue growth in both comparisons was primarily due to
stronger demand for catalog products, as well as communications
infrastructure products.
|
(3)
|
Wireless
revenue declines in both comparisons were due to lower sales of baseband
products.
|
(4)
|
Other
revenue decreased from a year ago due to declines across a number of
product lines, especially the impact from the sale of a DSL product line
in the third quarter of 2007 and lower demand for RISC
microprocessors. Compared with the first quarter of 2008, Other
revenue grew due to seasonal demand for calculators that more than offset
lower revenue for RISC
microprocessors.
|
(5)
|
The
Other category includes revenue from the Education Technology segment of
$176 million compared with $167 million in the year-ago quarter and $81
million in the prior quarter. Essentially all of this revenue
is from sales of calculators.
|
▪
|
Operating
profit increased 3 percent from both the year-ago and prior quarters due
to lower operating expenses.
|
▪
|
Income
declined 4 percent from the year-ago quarter due to lower interest
income. Income declined 11 percent from the prior quarter due
to a higher tax provision. The prior quarter included $81
million of discrete tax benefits.
|
▪
|
Orders
were $3.46 billion, about even with the year-ago quarter and up 4 percent
from the prior quarter.
|
▪
|
Inventory
increased in the quarter to above the company’s desired
levels. This was primarily due to higher manufacturing costs
and lower-than-expected revenue in the quarter. Additionally,
the company built calculator inventory to support the upcoming
back-to-school season.
|
▪
|
The
company used $433 million in the quarter to repurchase 14.1 million shares
of its common stock and paid dividends of $132
million.
|
▪
|
Revenue: $3.26
– 3.54 billion
|
▪
|
Earnings
per share: $0.41 – 0.47
|
▪
|
R&D
expense: $2.0 billion
|
▪
|
Capital
expenditures: $0.9
billion
|
▪
|
Depreciation: $1.0
billion
|
▪
|
Annual
effective tax rate: 31%
|
For
Three Months Ended
|
||||||||||||
June
30,
2008
|
June
30,
2007
|
Mar.
31,
2008
|
||||||||||
Revenue
|
$ | 3,351 | $ | 3,424 | $ | 3,272 | ||||||
Cost
of revenue
|
1,602 | 1,640 | 1,516 | |||||||||
Gross
profit
|
1,749 | 1,784 | 1,756 | |||||||||
Research
and development (R&D)
|
488 | 551 | 514 | |||||||||
Selling,
general and administrative (SG&A)
|
428 | 424 | 435 | |||||||||
Operating
profit
|
833 | 809 | 807 | |||||||||
Other
income (expense) net
|
17 | 56 | 33 | |||||||||
Income
from continuing operations before income taxes
|
850 | 865 | 840 | |||||||||
Provision
for income taxes
|
262 | 251 | 178 | |||||||||
Income
from continuing operations
|
588 | 614 | 662 | |||||||||
Loss
from discontinued operations, net of taxes
|
-- | (4 | ) | -- | ||||||||
Net
income
|
$ | 588 | $ | 610 | $ | 662 | ||||||
Basic
earnings per common share:
|
||||||||||||
Income
from continuing operations
|
$ | .45 | $ | .43 | $ | .50 | ||||||
Net
income
|
$ | .45 | $ | .42 | $ | .50 | ||||||
Diluted
earnings per common share:
|
||||||||||||
Income
from continuing operations
|
$ | .44 | $ | .42 | $ | .49 | ||||||
Net
income
|
$ | .44 | $ | .42 | $ | .49 | ||||||
Average
shares outstanding (millions):
|
||||||||||||
Basic
|
1,320 | 1,437 | 1,327 | |||||||||
Diluted
|
1,341 | 1,469 | 1,347 | |||||||||
Cash
dividends declared per share of common stock
|
$ | .10 | $ | .08 | $ | .10 | ||||||
Percentage
of revenue:
|
||||||||||||
Gross
profit
|
52.2 | % | 52.1 | % | 53.7 | % | ||||||
R&D
|
14.6 | % | 16.1 | % | 15.7 | % | ||||||
SG&A
|
12.8 | % | 12.4 | % | 13.3 | % | ||||||
Operating
profit
|
24.9 | % | 23.6 | % | 24.7 | % |
June
30,
2008
|
June
30,
2007
|
Mar.
31,
2008
|
||||||||||
Assets
|
||||||||||||
Current
assets:
|
||||||||||||
Cash
and cash
equivalents
|
$ | 1,317 | $ | 1,266 | $ | 1,450 | ||||||
Short-term
investments
|
331 | 2,315 | 426 | |||||||||
Accounts
receivable, net of allowances of ($24), ($27) and ($25)
|
1,811 | 1,897 | 1,669 | |||||||||
Raw
materials
|
111 | 106 | 111 | |||||||||
Work
in
process
|
997 | 876 | 943 | |||||||||
Finished
goods
|
543 | 442 | 524 | |||||||||
Inventories
|
1,651 | 1,424 | 1,578 | |||||||||
Deferred
income
taxes
|
641 | 1,072 | 659 | |||||||||
Prepaid
expenses and other current
assets
|
259 | 246 | 193 | |||||||||
Total
current
assets
|
6,010 | 8,220 | 5,975 | |||||||||
Property,
plant and equipment at
cost
|
7,603 | 7,657 | 7,493 | |||||||||
Less
accumulated
depreciation
|
(3,999 | ) | (3,859 | ) | (3,908 | ) | ||||||
Property,
plant and equipment,
net
|
3,604 | 3,798 | 3,585 | |||||||||
Long-term
investments
|
766 | 254 | 791 | |||||||||
Goodwill
|
840 | 792 | 838 | |||||||||
Acquisition-related
intangibles
|
108 | 117 | 105 | |||||||||
Deferred
income
taxes
|
626 | 405 | 618 | |||||||||
Capitalized
software licenses,
net
|
220 | 259 | 225 | |||||||||
Overfunded
retirement
plans
|
128 | 79 | 122 | |||||||||
Other
assets
|
80 | 96 | 79 | |||||||||
Total
assets
|
$ | 12,382 | $ | 14,020 | $ | 12,338 | ||||||
Liabilities
and Stockholders’ Equity
|
||||||||||||
Current
liabilities:
|
||||||||||||
Accounts
payable
|
$ | 677 | $ | 622 | $ | 680 | ||||||
Accrued
expenses and other
liabilities
|
955 | 1,048 | 871 | |||||||||
Income
taxes
payable
|
26 | 187 | 218 | |||||||||
Accrued
profit sharing and
retirement
|
102 | 98 | 79 | |||||||||
Total
current
liabilities
|
1,760 | 1,955 | 1,848 | |||||||||
Underfunded
retirement
plans
|
187 | 115 | 191 | |||||||||
Deferred
income
taxes
|
57 | 20 | 60 | |||||||||
Deferred
credits and other
liabilities
|
394 | 436 | 382 | |||||||||
Total
liabilities
|
2,398 | 2,526 | 2,481 |
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: June 30, 2008 --
1,739,712,567; June 30, 2007 -- 1,739,467,307; March 31, 2008 --
1,739,660,927
|
1,740 | 1,739 | 1,740 | |||||||||
Paid-in
capital
|
940 | 761 | 926 | |||||||||
Retained
earnings
|
20,773 | 18,511 | 20,318 | |||||||||
Less
treasury common stock at cost:
Shares: June 30, 2008
-- 428,835,142; June 30, 2007 -- 310,382,046; March 31, 2008
-- 416,925,336
|
(13,138 | ) | (9,233 | ) | (12,776 | ) | ||||||
Accumulated
other comprehensive loss, net of taxes
|
(331 | ) | (284 | ) | (351 | ) | ||||||
Total
stockholders’ equity
|
9,984 | 11,494 | 9,857 | |||||||||
Total
liabilities and stockholders’
equity
|
$ | 12,382 | $ | 14,020 | $ | 12,338 | ||||||
For
Three Months Ended
|
||||||||||||
June
30,
2008
|
June
30,
2007
|
Mar.
31,
2008
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
income
|
$ | 588 | $ | 610 | $ | 662 | ||||||
Adjustments
to reconcile net income to cash provided by operating activities of
continuing operations:
|
||||||||||||
Loss
from discontinued
operations
|
-- | 4 | -- | |||||||||
Depreciation
|
245 | 256 | 241 | |||||||||
Stock-based
compensation
|
54 | 69 | 54 | |||||||||
Amortization
of acquisition-related
intangibles
|
10 | 14 | 10 | |||||||||
Losses
on sales of
assets
|
-- | -- | 6 | |||||||||
Deferred
income
taxes
|
(7 | ) | (3 | ) | (74 | ) | ||||||
Increase
(decrease) from changes in:
|
||||||||||||
Accounts
receivable
|
(149 | ) | (144 | ) | 89 | |||||||
Inventories
|
(73 | ) | (15 | ) | (160 | ) | ||||||
Prepaid
expenses and other current
assets
|
(29 | ) | 42 | (46 | ) | |||||||
Accounts
payable and accrued
expenses
|
32 | 110 | (179 | ) | ||||||||
Income
taxes
payable
|
(181 | ) | (76 | ) | 165 | |||||||
Accrued
profit sharing and
retirement
|
23 | 47 | (122 | ) | ||||||||
Other
|
7 | (16 | ) | (5 | ) | |||||||
Net
cash provided by operating activities of continuing
operations
|
520 | 898 | 641 | |||||||||
Cash
flows from investing activities:
|
||||||||||||
Additions
to property, plant and
equipment
|
(271 | ) | (174 | ) | (219 | ) | ||||||
Purchases
of
short-term investments
|
-- | (1,479 | ) | (362 | ) | |||||||
Sales
and maturities of
short-term investments
|
111 | 1,529 | 958 | |||||||||
Purchases
of long-term
investments
|
(3 | ) | (6 | ) | (2 | ) | ||||||
Sales
of long-term
investments
|
-- | 3 | 16 | |||||||||
Acquisitions,
net of cash
acquired
|
(19 | ) | -- | -- | ||||||||
Net
cash (used in) provided by investing activities of continuing
operations
|
(182 | ) | (127 | ) | 391 | |||||||
Cash
flows from financing activities:
|
||||||||||||
Payments
on loans and long-term
debt
|
-- | (43 | ) | -- | ||||||||
Dividends
paid
|
(132 | ) | (115 | ) | (133 | ) | ||||||
Sales
and other common stock
transactions
|
89 | 374 | 76 | |||||||||
Excess
tax benefit from share-based
payments
|
3 | 56 | 13 | |||||||||
Stock
repurchases
|
(433 | ) | (742 | ) | (874 | ) | ||||||
Net
cash used in financing activities of continuing operations
|
(473 | ) | (470 | ) | (918 | ) | ||||||
Effect
of exchange rate changes on
cash
|
2 | -- | 8 | |||||||||
Net
(decrease) increase in cash and cash equivalents
|
(133 | ) | 301 | 122 | ||||||||
Cash
and cash equivalents, beginning of
period
|
1,450 | 965 | 1,328 | |||||||||
Cash
and cash equivalents, end of
period
|
$ | 1,317 | $ | 1,266 | $ | 1,450 |
|
•
|
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;
|
|
•
|
TI's
ability to access its 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.
|