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
|
|
||
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|
|
|
TEXAS
INSTRUMENTS INCORPORATED
|
||
Date:
April 18, 2006
|
|
By:
|
|
/s/
Kevin P. March
|
|
|
|
|
Kevin
P. March
|
|
|
|
|
Senior
Vice President
|
|
|
|
|
and
Chief Financial Officer
|
· |
Total
TI, $3.46 billion to $3.75 billion;
|
· |
Semiconductor,
$3.29 billion to $3.56 billion; and
|
· |
Educational
& Productivity Solutions, $170 million to $190
million.
|
For
Three Months Ended
|
||||||||||
Mar.
31,
2006
|
Dec.
31,
2005
|
Mar.
31,
2005
|
||||||||
Net
revenue
|
$
|
3,334
|
$
|
3,324
|
$
|
2,702
|
||||
Cost
of revenue (COR)
|
1,662
|
1,667
|
1,458
|
|||||||
Gross
profit
|
1,672
|
1,657
|
1,244
|
|||||||
Gross
profit % of revenue
|
50.1
|
%
|
49.8
|
%
|
46.0
|
%
|
||||
Research
and development (R&D)
|
533
|
493
|
487
|
|||||||
R&D
% of revenue
|
16.0
|
%
|
14.8
|
%
|
18.0
|
%
|
||||
Selling,
general and administrative (SG&A)
|
421
|
404
|
321
|
|||||||
SG&A
% of revenue
|
12.6
|
%
|
12.1
|
%
|
11.9
|
%
|
||||
Total
operating expenses
|
2,616
|
2,564
|
2,266
|
|||||||
Profit
from operations
|
718
|
760
|
436
|
|||||||
Operating
profit % of revenue
|
21.5
|
%
|
22.9
|
%
|
16.1
|
%
|
||||
Other
income (expense) net
|
52
|
51
|
48
|
|||||||
Interest
expense on loans
|
3
|
2
|
2
|
|||||||
Income
from
continuing operations before income taxes
|
767
|
809
|
482
|
|||||||
Provision
for income taxes
|
225
|
187
|
111
|
|||||||
Income
from
continuing operations
|
542
|
622
|
371
|
|||||||
Income
from
discontinued operations, net of income taxes
|
43
|
33
|
40
|
|||||||
Net
income
|
$
|
585
|
$
|
655
|
$
|
411
|
||||
Basic
earnings
per common share:
|
||||||||||
Income
from continuing operations
|
$
|
.34
|
$
|
.39
|
$
|
.22
|
||||
Net
income
|
$
|
.37
|
$
|
.41
|
$
|
.24
|
||||
Diluted
earnings per common share:
|
||||||||||
Income
from continuing operations
|
$
|
.33
|
$
|
.38
|
$
|
.21
|
||||
Net
income
|
$
|
.36
|
$
|
.40
|
$
|
.24
|
||||
Average
shares outstanding (millions):
|
||||||||||
Basic
|
1,585
|
1,606
|
1,701
|
|||||||
Diluted
|
1,618
|
1,643
|
1,735
|
|||||||
Cash
dividends declared per share of common stock
|
$
|
.030
|
$
|
.030
|
$
|
.025
|
||||
Stock-based
compensation expense included in continuing
operations:
|
||||||||||
COR
|
18
|
17
|
--
|
|||||||
R&D
|
28
|
27
|
--
|
|||||||
SG&A
|
45
|
41
|
5
|
|||||||
Profit
from operations
|
91
|
85
|
5
|
|||||||
%
of revenue
|
2.7
|
%
|
2.6
|
%
|
0.2
|
%
|
||||
Mar.
31,
2006
|
Dec.
31,
2005
|
Mar.
31,
2005
|
||||||||
Assets
|
||||||||||
Current
assets:
|
||||||||||
Cash
and cash equivalents
|
$
|
722
|
$
|
1,214
|
$
|
1,851
|
||||
Short-term
investments
|
2,942
|
4,116
|
3,284
|
|||||||
Accounts
receivable, net of allowances of ($32), ($34) and ($37)
|
1,798
|
1,648
|
1,524
|
|||||||
Raw
materials
|
91
|
83
|
72
|
|||||||
Work
in process
|
819
|
813
|
739
|
|||||||
Finished
goods
|
336
|
289
|
345
|
|||||||
Inventories
|
1,246
|
1,185
|
1,156
|
|||||||
Deferred
income taxes
|
626
|
619
|
577
|
|||||||
Prepaid
expenses and other current assets
|
248
|
135
|
341
|
|||||||
Assets
of discontinued operations held for sale
|
495
|
472
|
425
|
|||||||
Total
current assets
|
8,077
|
9,389
|
9,158
|
|||||||
Property,
plant and equipment at cost
|
8,442
|
8,374
|
8,880
|
|||||||
Less
accumulated depreciation
|
(4,574
|
)
|
(4,644
|
)
|
(5,163
|
)
|
||||
Property,
plant and equipment, net
|
3,868
|
3,730
|
3,717
|
|||||||
Equity
and debt investments
|
240
|
236
|
260
|
|||||||
Goodwill
|
793
|
677
|
677
|
|||||||
Acquisition-related
intangibles
|
131
|
60
|
97
|
|||||||
Deferred
income taxes
|
390
|
393
|
457
|
|||||||
Capitalized
software licenses, net
|
222
|
243
|
288
|
|||||||
Prepaid
retirement costs
|
205
|
222
|
273
|
|||||||
Other
assets
|
112
|
113
|
118
|
|||||||
Total
assets
|
$
|
14,038
|
$
|
15,063
|
$
|
15,045
|
||||
Liabilities
and Stockholders’ Equity
|
||||||||||
Current
liabilities:
|
||||||||||
Loans
payable and current portion of long-term debt
|
$
|
--
|
$
|
301
|
$
|
318
|
||||
Accounts
payable
|
720
|
702
|
648
|
|||||||
Accrued
expenses and other liabilities
|
895
|
948
|
826
|
|||||||
Income
taxes payable
|
280
|
154
|
253
|
|||||||
Accrued
profit sharing and retirement
|
43
|
121
|
34
|
|||||||
Liabilities
of discontinued operations held for sale
|
157
|
151
|
122
|
|||||||
Total
current liabilities
|
2,095
|
2,377
|
2,201
|
|||||||
Long-term
debt
|
318
|
329
|
55
|
|||||||
Accrued
retirement costs
|
116
|
136
|
556
|
|||||||
Deferred
income taxes
|
17
|
23
|
40
|
|||||||
Deferred
credits and other liabilities
|
254
|
261
|
289
|
|||||||
Total
liabilities
|
2,800
|
3,126
|
3,141
|
|||||||
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, 2006 -- 1,739,070,044; December 31, 2005 -- 1,738,780,512;
March
31, 2005 -- 1,738,491,029
|
1,739
|
1,739
|
1,738
|
|||||||
Paid-in
capital
|
744
|
742
|
679
|
|||||||
Retained
earnings
|
13,930
|
13,394
|
11,610
|
|||||||
Less
treasury common stock at cost: Shares: March 31, 2006 -- 181,032,577;
December 31, 2005 -- 142,190,707; March 31, 2005 --
76,326,181
|
(5,092
|
)
|
(3,856
|
)
|
(1,929
|
)
|
||||
Accumulated
other comprehensive income (loss):
|
||||||||||
Minimum
pension liability
|
(65
|
)
|
(65
|
)
|
(167
|
)
|
||||
Unrealized
gains (losses) on available-for-sale investments
|
(17
|
)
|
(16
|
)
|
(24
|
)
|
||||
Unearned
compensation
|
(1
|
)
|
(1
|
)
|
(3
|
)
|
||||
Total
stockholders’ equity
|
11,238
|
11,937
|
11,904
|
|||||||
Total
liabilities and stockholders’ equity
|
$
|
14,038
|
$
|
15,063
|
$
|
15,045
|
||||
For
Three Months Ended
|
||||||||||
Mar.
31,
2006
|
Dec.
31,
2005
|
Mar.
31,
2005
|
||||||||
Cash
flows from operating activities:
|
||||||||||
Net
income
|
$
|
585
|
$
|
655
|
$
|
411
|
||||
Adjustments
to reconcile net income to cash provided by
operating
activities of continuing operations:
|
||||||||||
Less
income from discontinued operations
|
(43
|
)
|
(33
|
)
|
(40
|
)
|
||||
Depreciation
|
270
|
336
|
341
|
|||||||
Stock-based
compensation
|
91
|
85
|
5
|
|||||||
Amortization
of capitalized software
|
30
|
33
|
29
|
|||||||
Amortization
of acquisition-related costs
|
16
|
13
|
15
|
|||||||
Purchased
in-process research and development
|
5
|
--
|
--
|
|||||||
(Gains)/losses
on investments and sales of assets
|
(5
|
)
|
(7
|
)
|
(22
|
)
|
||||
Deferred
income taxes
|
(36
|
)
|
(93
|
)
|
(37
|
)
|
||||
(Increase)/decrease
from changes in:
|
||||||||||
Accounts
receivable
|
(144
|
)
|
105
|
7
|
||||||
Inventories
|
(57
|
)
|
(111
|
)
|
6
|
|||||
Prepaid
expenses and other current assets
|
(111
|
)
|
30
|
(88
|
)
|
|||||
Accounts
payable and accrued expenses
|
(106
|
)
|
(24
|
)
|
20
|
|||||
Income
taxes payable
|
151
|
99
|
72
|
|||||||
Accrued
profit sharing and retirement
|
(99
|
)
|
15
|
(213
|
)
|
|||||
Decrease/(increase)
in noncurrent accrued retirement costs
|
17
|
(180
|
)
|
7
|
||||||
Other
|
(42
|
)
|
(43
|
)
|
(15
|
)
|
||||
Net
cash provided by operating activities of continuing
operations
|
522
|
880
|
498
|
|||||||
Cash
flows from investing activities:
|
||||||||||
Additions
to property, plant and equipment
|
(408
|
)
|
(334
|
)
|
(267
|
)
|
||||
Sales
of assets
|
4
|
--
|
42
|
|||||||
Purchases
of cash investments
|
(1,153
|
)
|
(2,690
|
)
|
(818
|
)
|
||||
Sales
and maturities of cash investments
|
2,341
|
1,887
|
1,204
|
|||||||
Purchases
of equity investments
|
(5
|
)
|
(4
|
)
|
(2
|
)
|
||||
Sales
of equity and debt investments
|
7
|
14
|
--
|
|||||||
Acquisition
of businesses, net of cash acquired
|
(177
|
)
|
--
|
--
|
||||||
Net
cash provided by (used in) investing activities of continuing
operations
|
609
|
(1,127
|
)
|
159
|
||||||
Cash
flows from financing activities:
|
||||||||||
Proceeds
from loans and long-term debt
|
--
|
275
|
--
|
|||||||
Payments
on loans and long-term debt
|
(311
|
)
|
(1
|
)
|
--
|
|||||
Dividends
paid on common stock
|
(48
|
)
|
(48
|
)
|
(43
|
)
|
||||
Sales
and other common stock transactions
|
142
|
128
|
57
|
|||||||
Excess
tax benefit from stock option exercises
|
7
|
17
|
--
|
|||||||
Stock
repurchases
|
(1,440
|
)
|
(870
|
)
|
(1,493
|
)
|
||||
Net
cash used in financing activities of continuing operations
|
(1,650
|
)
|
(499
|
)
|
(1,479
|
)
|
||||
Cash
flows from discontinued operations:
|
||||||||||
Operating
activities
|
35
|
28
|
26
|
|||||||
Investing
activities
|
(10
|
)
|
(13
|
)
|
(11
|
)
|
||||
Net
cash provided by discontinued operations
|
25
|
15
|
15
|
|||||||
Effect
of exchange rate changes on cash
|
2
|
4
|
(5
|
)
|
||||||
Net
decrease in cash and cash equivalents
|
(492
|
)
|
(727
|
)
|
(812
|
)
|
||||
Cash
and cash equivalents, beginning of period
|
1,214
|
1,941
|
2,663
|
|||||||
Cash
and cash equivalents, end of period
|
$
|
722
|
$
|
1,214
|
$
|
1,851
|
For
Three Months Ended
|
||||||||||
Mar.
31,
2006
|
Dec.
31,
2005
|
Mar.
31,
2005
|
||||||||
Semiconductor
|
$
|
3,262
|
$
|
3,258
|
$
|
2,621
|
||||
Educational
& Productivity Solutions
|
74
|
67
|
82
|
|||||||
Intersegment
eliminations
|
(2
|
)
|
(1
|
)
|
(1
|
)
|
||||
Total
net revenue
|
$
|
3,334
|
$
|
3,324
|
$
|
2,702
|
||||
For
Three Months Ended
|
||||||||||
Mar.
31,
2006
|
Dec.
31,
2005
|
Mar.
31,
2005
|
||||||||
Semiconductor
|
$
|
883
|
$
|
912
|
$
|
462
|
||||
Educational
& Productivity Solutions
|
13
|
10
|
20
|
|||||||
Corporate
activities*
|
(178
|
)
|
(162
|
)
|
(46
|
)
|
||||
Profit
from operations
|
$
|
718
|
$
|
760
|
$
|
436
|
||||
· |
Revenue
of $3.26 billion in the first quarter was about even sequentially,
and
increased 24 percent from the year-ago quarter primarily due to
demand for
the company’s DSP and analog products. Revenue from semiconductors used in
wireless applications was even sequentially and was up 32 percent
from a year ago.
|
· |
Gross
profit in the first quarter was $1.66 billion, or 50.8 percent
of revenue.
Gross profit increased $12 million sequentially, and increased
$460
million from the year-ago quarter due to higher revenue. Operating
profit
in the first quarter was $883 million, or 27.1 percent of revenue,
down
$29 million sequentially due to higher operating expenses. Compared
with
the year-ago quarter, operating profit increased $421 million due
to
higher gross profit.
|
· |
Analog
revenue was even sequentially, and increased 24 percent from the
year-ago
quarter primarily due to demand for high-performance analog products.
Revenue from high-performance analog products grew 6 percent sequentially
and 43 percent from a year ago.
|
· |
DSP
revenue in the first quarter increased 4 percent sequentially due
to
demand for communications infrastructure products, including high-density
Voice over Internet Protocol (VoIP) and wireless basestation products.
DSP
revenue increased 32 percent from the year-ago quarter due to higher
demand from the wireless market.
|
· |
TI’s
remaining Semiconductor revenue in the first quarter decreased
6 percent
sequentially primarily due to the expected seasonal decline in
DLP
semiconductors used in high-definition televisions and projectors,
as well
as lower royalties. This more than offset higher revenue in
microcontrollers, RISC microprocessors and standard logic products.
From a
year ago, remaining Semiconductor revenue increased 14 percent
primarily
due to growth in standard logic, DLP, microcontroller and RISC
microprocessor revenue more than offsetting a decline in royalties.
|
· |
Semiconductor
orders of $3.43 billion in the first quarter were about even sequentially,
and increased 32 percent from a year ago due to broad-based demand,
especially for the company’s wireless and high-performance analog
products.
|
· |
TI
announced its OMAP™ 3 product, believed to be the industry’s first
applications processor in 65-nanometer process technology, that
will power
a new class of advanced cell phones by enabling improvements in
entertainment and productivity features.
|
· |
TI
joined other wireless and gaming industry leaders to define and
support an
open gaming architecture to accelerate the adoption of premium
mobile
games.
|
· |
TI
introduced a new family of high-performance analog amplifiers featuring
precision performance at one-tenth the power consumption of the
nearest
competitive device, making them ideal for medical instrumentation,
temperature measurement, test equipment, security and consumer
systems.
|
· |
TI
unveiled PIQUA™,
a
new IP network quality management system based on TI's DSP technology
and
embedded software solutions. Using sophisticated real-time calculations
to
instantly assess quality parameters, PIQUA allows network operators
to
proactively manage quality-of-service characteristics such as echo,
dropped packets and line delay.
|
· |
Revenue
in the first quarter was $74 million, up $7 million sequentially
due to
higher demand for scientific calculators.
Revenue was down $8 million from the year-ago quarter due to an
expected
shift of instructional dealers’ purchases closer to second- and
third-quarter school demand.
|
· |
Gross
profit in the first quarter was $41 million, or 55.7 percent of
revenue,
up $6 million sequentially primarily due to higher revenue and
down $3
million from the year-ago quarter primarily due to lower revenue.
|
· |
Operating
profit in the quarter was $13 million, or 18.3 percent of revenue,
an
increase of $3 million sequentially, and a decrease of $7 million
from the
year-ago quarter primarily due to lower revenue.
|
· |
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;
|
· |
Consolidation
of TI’s 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;
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· |
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 and critical manufacturing equipment;
|
· |
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.
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