DELAWARE
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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))
|
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)
|
|
•
|
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.
|
|
TEXAS
INSTRUMENTS INCORPORATED
|
|||
Date:
July 19, 2010
|
|
By:
|
|
/s/ KEVIN P. MARCH
|
|
|
Kevin
P. March
|
||
|
|
Senior
Vice President
|
||
|
|
and
Chief Financial Officer
|
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 | % |
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 | % | |||||
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.
|
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.
|
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.
|
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.
|
2Q10 | 2Q09 | 1Q10 | |||||||||
Analog
|
$ | 7 | $ | 34 | $ | 4 | |||||
Embedded
Processing
|
$ | 3 | $ | 18 | $ | 2 | |||||
Wireless
|
$ | 5 | $ | 24 | $ | 3 | |||||
Other
|
$ | 2 | $ | 9 | $ | 1 | |||||
Total
|
$ | 17 | $ | 85 | $ | 10 |
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.
|
Ÿ
|
Revenue: $3.55
– 3.85 billion
|
Ÿ
|
Earnings
per share: $0.64 – 0.74
|
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%
|
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 | % |
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 | ||||||
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 |
·
|
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.
|