d8k07192010.htm



UNITED STATES
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): July 19, 2010

 

 
TEXAS INSTRUMENTS INCORPORATED
(Exact name of registrant as specified in charter)
 
         
DELAWARE
 
001-03761
 
75-0289970
(State or other jurisdiction of incorporation)
 
(Commission file number)
 
(I.R.S. employer 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
 
 

 
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
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))
 
 

 


 
ITEM 2.02.  Results of Operations and Financial Condition

The Registrant's news release dated July 19, 2010, regarding its second-quarter 2010 results of operations and financial condition is attached hereto as Exhibit 99 and is incorporated by reference herein.

ITEM 9.01.  Exhibits
 
     
Designation
of Exhibit
in this
Report
  
Description of Exhibit
   
99
  
Registrant’s News Release
 
  
Dated July 19, 2010 (furnished pursuant to Item 2.02)
 
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This report 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, statements in this report 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 TI or its management:

 
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;
 
 
Changes in laws and regulations to which TI or its suppliers are or may become subject, such as those imposing fees or reporting or substitution costs relating to the discharge of emissions into the environment or the use of certain raw materials in our manufacturing processes;
 
 
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;
 
 
Impairments of our non-financial assets;
 
 
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.
 
For a more detailed discussion of these factors, see the Risk Factors discussion in Item 1A of the Company's most recent Form 10-K.  The forward-looking statements included in this report on Form 8-K are made only as of the date of this report, and the Company 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: July 19, 2010
  
By:
  
/s/ KEVIN P. MARCH
 
  
 
  
Kevin P. March
 
  
 
  
Senior Vice President
 
  
 
  
and Chief Financial Officer

exhibit07192010.htm
Exhibit 99


TI reports financial results for 2Q10

Conference call on TI website at 4:30 p.m. Central time today
www.ti.com/ir

DALLAS (July 19, 2010) – Texas Instruments Incorporated (TI) (NYSE: TXN) today announced second-quarter revenue of $3.50 billion, net income of $769 million and earnings per share of 62 cents.

“Our Analog and Embedded Processing businesses turned in double-digit sequential growth, outpacing their respective markets and again confirming their ability to positively impact the financial performance of TI.  As a result, we delivered our highest-ever quarterly operating profit,” said Rich Templeton, TI chairman, president and chief executive officer. 

“Orders were strong in the quarter, backlog increased and we expect to grow revenue again in the third quarter.  Our steady investments in production capacity, even through last year’s downturn, are now allowing us to meet higher demand levels from customers and simultaneously reduce lead times, which we believe is not only in the best interest of our customers, but will also help us gain share.

“As we continue our transformation to an Analog and Embedded Processing company, we believe we can significantly outgrow these markets by offering products that are optimized to the needs of our customers and by putting manufacturing capacity in place before it’s needed,” Templeton said. 

2Q10 financial summary

Amounts are in millions of dollars, except per-share amounts.

      2Q10     2Q09  
vs. 2Q09
      1Q10  
vs. 1Q10
 
Revenue
  $ 3,496   $ 2,457   42 %   $ 3,205   9 %
Operating profit
  $ 1,107   $ 343   223 %   $ 950   17 %
Net income
  $ 769   $ 260   196 %   $ 658   17 %
Earnings per share
  $ 0.62   $ 0.20   210 %   $ 0.52   19 %
Cash flow from operations
  $ 562   $ 557   1 %   $ 710   -21 %

TI’s operating profit increased compared with the second quarter of 2009 and the prior quarter of 2010 due to higher gross profit, which primarily reflects higher revenue.  In addition, compared with a year ago, higher gross profit also reflects the benefit associated with higher utilization of manufacturing assets.
 
2Q10 segment results
      2Q10     2Q09  
vs. 2Q09
      1Q10  
vs. 1Q10
 
Analog:
                             
Revenue
  $ 1,512   $ 970   56 %   $ 1,367   11 %
Operating profit
  $ 472   $ 103   358 %   $ 398   19 %
Embedded Processing:
                             
Revenue
  $ 516   $ 350   47 %   $ 440   17 %
Operating profit
  $ 115   $ 28   311 %   $ 73   58 %
Wireless:
                             
Revenue
  $ 727   $ 614   18 %   $ 717   1 %
Operating profit
  $ 165   $ 51   224 %   $ 158   4 %
Other:
                             
Revenue
  $ 741   $ 523   42 %   $ 681   9 %
Operating profit
  $ 355   $ 161   120 %   $ 321   11 %
                               
Note:  2Q09 has been restated to reflect the 1Q10 transfer of a low-power wireless product line from the Analog segment to the Wireless segment.  During all of 2009, revenue from this product line was $68 million, and it operated at a loss of $17 million.

Analog:  (includes high-volume analog & logic, high-performance analog and power management products)
Ÿ  
Compared with a year ago, the increase in revenue was due to growth in all three major product areas, especially high-volume analog & logic products.
Ÿ  
Compared with the prior quarter, the increase in revenue was due to growth in all three major product areas, especially high-performance analog products.
Ÿ  
The growth in operating profit compared with both a year ago and the prior quarter was due to higher gross profit.

Embedded Processing:  (includes digital signal processor and microcontroller catalog products that are sold across a wide variety of markets, as well as application-specific products that are used in communications infrastructure and automotive electronics)
Ÿ  
In both comparisons, revenue growth was primarily due to catalog products.  Revenue from products for automotive and communications infrastructure applications increased to a lesser extent.
Ÿ  
The gains in operating profit compared with both a year ago and the prior quarter were due to higher gross profit.

Wireless:  (includes connectivity products, OMAP™ applications processors and baseband products)
Ÿ  
Compared with a year ago, revenue grew due to strength in connectivity products and applications processors.  Revenue from baseband products was about even with a year ago.
Ÿ  
Compared with the prior quarter, revenue was about even as higher revenue from connectivity products was partially offset by lower revenue from baseband products.
Ÿ  
Operating profit increased from a year ago and from the prior quarter primarily due to higher gross profit.

Other:  (includes DLP® products, custom ASIC products, calculators and royalties)
Ÿ  
Compared with a year ago, revenue grew primarily due to DLP products.  Revenue from royalties, custom ASIC products and calculators also grew.
Ÿ  
Compared with the prior quarter, revenue grew primarily due to seasonally higher calculator sales, which more than offset lower royalties.
Ÿ  
Operating profit increased from a year ago and from the prior quarter due to higher gross profit.

Restructuring charges were as follows:
      2Q10       2Q09       1Q10
Analog
  $ 7     $ 34     $ 4
Embedded Processing
  $ 3     $ 18     $ 2
Wireless
  $ 5     $ 24     $ 3
Other
  $ 2     $ 9     $ 1
Total
  $ 17     $ 85     $ 10

2Q10 additional financial information

Ÿ  
Orders were $3.73 billion, up 33 percent from a year ago and up 2 percent from the prior quarter.
Ÿ  
Inventory was $1.35 billion at the end of the quarter, up $286 million from a year ago and up $73 million from the prior quarter.
Ÿ  
Capital expenditures were $283 million in the quarter compared with $47 million a year ago and $219 million in the prior quarter.  Capital expenditures in the quarter were for analog wafer manufacturing equipment and for assembly/test manufacturing equipment.
Ÿ  
The company used $750 million in the quarter to repurchase 29.7 million shares of its common stock and paid dividends of $147 million.

Outlook

For the third quarter of 2010, TI expects:

Ÿ  
Revenue:  $3.55 – 3.85 billion
Ÿ  
Earnings per share:  $0.64 – 0.74

TI will update its third-quarter outlook on September 9, 2010.

For the full year of 2010, TI expects approximately the following:

Ÿ  
R&D expense:  $1.5 billion
Ÿ  
Capital expenditures:  $1.2 billion, up from the prior expectation of $0.9 billion
Ÿ  
Depreciation:  $0.9 billion
Ÿ  
Annual effective tax rate:  31%

The tax rate estimate is based on current tax law and does not assume reinstatement of the federal R&D tax credit, which expired at the end of 2009.


 
 
 

 
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Income
(Millions of dollars, except share and per-share amounts)

   
For Three Months Ended
 
                   
   
June 30, 2010
   
June 30, 2009
   
Mar. 31, 2010
 
                   
Revenue
  $ 3,496     $ 2,457     $ 3,205  
Cost of revenue
    1,602       1,333       1,516  
Gross profit
    1,894       1,124       1,689  
Research and development (R&D)
    392       369       370  
Selling, general and administrative (SG&A)
    378       327       359  
Restructuring expense
    17       85       10  
Operating profit
    1,107       343       950  
Other income (expense) net
    4       13       7  
Income before income taxes
    1,111       356       957  
Provision for income taxes
    342       96       299  
Net income
  $ 769     $ 260     $ 658  
                         
Earnings per common share:
                       
  Basic
  $ .63     $ .20     $ .53  
  Diluted
  $ .62     $ .20     $ .52  
                         
Average shares outstanding (millions):
                       
  Basic
    1,208       1,267       1,233  
  Diluted
    1,221       1,272       1,246  
                         
Cash dividends declared per share of common stock
  $ .12     $ .11     $ .12  
                         
Percentage of revenue:
                       
Gross profit
    54.2 %     45.7 %     52.7 %
R&D
    11.2 %     15.0 %     11.5 %
SG&A
    10.8 %     13.3 %     11.2 %
Operating profit
    31.7 %     14.0 %     29.7 %

 
 
 

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Consolidated Balance Sheets
(Millions of dollars, except share amounts)

   
June 30, 2010
   
June 30, 2009
   
Mar. 31, 2010
 
Assets
                 
Current assets:
                 
Cash and cash equivalents                                                                                   
  $ 1,138     $ 1,765     $ 1,217  
Short-term investments                                                                                   
    1,167       792       1,574  
Accounts receivable, net of allowances of ($21), ($23) and ($20)
    1,715       1,244       1,526  
Raw materials                                                                                   
    98       81       95  
Work in process                                                                                   
    812       699       812  
Finished goods                                                                                   
    439       283       369  
Inventories                                                                                   
    1,349       1,063       1,276  
Deferred income taxes                                                                                   
    566       668       556  
Prepaid expenses and other current assets                                                                                   
    195       208       174  
Total current assets                                                                                   
    6,130       5,740       6,323  
Property, plant and equipment at cost 
    6,831       6,739       6,763  
Less accumulated depreciation   
    (3,591 )     (3,799 )     (3,601 )
Property, plant and equipment, net 
    3,240       2,940       3,162  
Long-term investments                                                                                     
    557       632       641  
Goodwill                                                                                     
    926       926       926  
Acquisition-related intangibles                                                                                     
    97       150       111  
Deferred income taxes                                                                                     
    915       909       893  
Capitalized software licenses, net
    229       140       219  
Overfunded retirement plans 
    22       20       54  
Other assets                                                                                     
    48       53       41  
Total assets                                                                                     
  $ 12,164     $ 11,510     $ 12,370  
                         
Liabilities and Stockholders’ Equity
                       
Current liabilities:
                       
Accounts payable                                                                                   
  $ 542     $ 421     $ 556  
Accrued expenses and other liabilities  
    823       931       756  
Income taxes payable    
    18       56       317  
Accrued profit sharing and retirement
    155       60       90  
Total current liabilities
    1,538       1,468       1,719  
Underfunded retirement plans 
    470       502       425  
Deferred income taxes 
    70       54       68  
Deferred credits and other liabilities  
    331       273       353  
Total liabilities                                                                                     
    2,409       2,297       2,565  
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, 2010 -- 1,739,888,675; June 30, 2009 -- 1,739,734,081; Mar. 31, 2010 -- 1,739,818,725
    1,740       1,740       1,740  
Paid-in capital
    1,127       1,045       1,095  
Retained earnings
    23,194       21,163       22,573  
Less treasury common stock at cost:
Shares:  June 30, 2010 -- 544,693,240; June 30, 2009 -- 478,309,646; Mar. 31, 2010 -- 517,592,342
    (15,652 )     (14,061 )     (14,976 )
Accumulated other comprehensive income (loss), net of taxes
    (654 )     (674 )     (627 )
Total stockholders’ equity
    9,755       9,213       9,805  
Total liabilities and stockholders’ equity
  $ 12,164     $ 11,510     $ 12,370  
                         



TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Millions of dollars)

   
For Three Months Ended
 
   
June 30, 2010
   
June 30, 2009
   
Mar. 31, 2010
 
Cash flows from operating activities:
                 
Net income
  $ 769     $ 260     $ 658  
Adjustments to net income:
                       
  Depreciation
    215       221       211  
  Stock-based compensation
    49       47       47  
  Amortization of acquisition-related intangibles
    13       12       13  
  Deferred income taxes
    (7 )     6       (11 )
Increase (decrease) from changes in:
                       
  Accounts receivable
    (188 )     (116 )     (251 )
  Inventories
    (73 )     37       (74 )
  Prepaid expenses and other current assets
    14       (15 )     (10 )
  Accounts payable and accrued expenses
    38       101       (66 )
  Income taxes payable
    (338 )     (52 )     203  
  Accrued profit sharing and retirement
    66       26       (23 )
Other
    4       30       13  
Net cash provided by operating activities
    562       557       710  
                         
Cash flows from investing activities:
                       
Additions to property, plant and equipment
    (283 )     (47 )     (219 )
Purchases of short-term investments
    (613 )     (343 )     (599 )
Sales and maturities of short-term investments
    1,033       544       768  
Purchases of long-term investments
    --       (3 )     (2 )
Redemptions and sales of long-term investments
    67       43       1  
Acquisitions, net of cash acquired
    --       (51 )     --  
Net cash provided by (used in) investing activities
    204       143       (51 )
                         
Cash flows from financing activities:
                       
Dividends paid
    (147 )     (139 )     (149 )
Sales and other common stock transactions
    50       19       29  
Excess tax benefit from share-based payments
    2       --       --  
Stock repurchases
    (750 )     (251 )     (504 )
Net cash used in financing activities
    (845 )     (371 )     (624 )
                         
Net (decrease) increase in cash and cash equivalents
    (79 )     329       35  
Cash and cash equivalents, beginning of period
    1,217       1,436       1,182  
Cash and cash equivalents, end of period
  $ 1,138     $ 1,765     $ 1,217  
 
#   #   #

 
Safe Harbor Statement

“Safe Harbor” Statement 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, statements herein that describe TI’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 TI or its management:

·  
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;
·  
Changes in laws and regulations to which TI or its suppliers are or may become subject, such as those imposing fees or reporting or substitution costs relating to the discharge of emissions into the environment or the use of certain raw materials in our manufacturing processes;
·  
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;
·  
Impairments of our non-financial assets;
·  
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.

For a more detailed discussion of these factors, see the Risk Factors discussion in Item 1A 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.

About Texas Instruments

Texas Instruments (NYSE: TXN) helps customers solve problems and develop new electronics that make the world smarter, healthier, safer, greener and more fun.  A global semiconductor company, TI innovates through design, sales and manufacturing operations in more than 30 countries.  For more information, go to www.ti.com.

TI trademarks:
OMAP
DLP
Other trademarks are the property of their respective owners.