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): January 19, 2007
TEXAS
INSTRUMENTS INCORPORATED
(Exact
name of registrant as specified in charter)
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DELAWARE
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001-03761
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75-0289970
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(State
or other jurisdiction of incorporation)
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(Commission
file number)
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(I.R.S.
employer identification
no.)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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ITEM
5.02. Departure of Directors or Principal Officers; Election of Directors,
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers
The
Registrant's news release dated January 19, 2007, regarding the planned
retirement of Mr. Gilles Delfassy, is attached hereto as Exhibit 99 and is
incorporated by reference herein.
ITEM
9.01. Exhibits
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Designation
of
Exhibit
in
this
Report
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Description
of Exhibit
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99
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Registrant’s
News Release
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Dated
January 19, 2007
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“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 the Company or
its
management:
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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 and critical manufacturing equipment;
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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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For
a
more detailed discussion of these factors, see the text under the heading “Risk
Factors” 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.
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TEXAS
INSTRUMENTS INCORPORATED
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Date:
January 19, 2007
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By:
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/s/
Joseph F. Hubach
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Joseph
F. Hubach
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Senior
Vice President. Secretary
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and
General Counsel
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Exhibit
99
Texas
Instruments Wireless Manager Gilles Delfassy to Retire
Company
Promotes Greg Delagi, TI DSP Leader, to Head Unit
DALLAS
(January 19, 2007) - Texas Instruments (TI) (NYSE: TXN) today announced that
Gilles Delfassy, senior vice president and head of TI’s wireless terminals unit,
plans to retire after 28 years with the company. Effective immediately, TI
has
promoted Greg Delagi to senior vice president and leader of the operation,
which
develops semiconductors for cell phones.
Delfassy,
51, has been at the helm of the company’s successful wireless terminals unit
since its inception in 1995, growing it into a multibillion dollar operation.
Under his guidance, TI became the world’s leading supplier of semiconductors for
wireless handsets. Delfassy has been a global champion of mobile communications.
He and his team introduced a new single-chip cell phone technology called
“LoCosto”, which is bringing affordable cell phones for the first time to people
in emerging economies such as China, India and Africa. Among the other
accomplishments under his leadership was the development of TI’s
OMAPTM
platform, which enables multimedia on cell phones thereby broadening wireless
capability beyond voice.
“Gilles
built an outstanding operation, one that not only transformed TI, but changed
the way the world communicates. He leaves a legacy of innovation and growth,”
said Rich Templeton, TI’s president and CEO.
Delagi,
43, is a 22-year TI veteran who for the past 10 years has led development and
commercialization of digital signal processors (DSPs), one of the company’s core
semiconductor technologies and a critical component in the company’s wireless
product line. He presided over the successful launch of the industry’s first
1-gigahertz DSP and the new DaVinciTM
family
of hardware and software for video applications. More recently, he added
responsibility for several of the company’s systems businesses, creating
system-on-chip solutions that encompassed both analog and digital components.
Since the late 1990s, he has led TI’s effort in semiconductors for wireless
basestations, working with customers and operators as his team built the
industry’s top position in this market.
“Greg
is
a proven leader, able to define and execute successful strategies for both
standard and custom markets. He cares intensely about our customers and shares
a
passion for how mobile communications can impact lifestyles and commerce,”
Templeton said.
Delfassy
and Delagi will work together over the next six months to ensure an orderly
transition for customers, suppliers and employees.
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About
Texas Instruments:
Texas
Instruments Incorporated provides innovative DSP and analog technologies to
meet
our customers’ real world signal processing requirements. In addition to
Semiconductor, the company includes the Education Technology business. TI is
headquartered in Dallas, Texas, and has manufacturing, design or sales
operations in more than 25 countries.
Texas
Instruments is traded on the New York Stock Exchange under the symbol TXN.
More
information is located on the World Wide Web at www.ti.com.
Trademarks
OMAP
is a
trademark of Texas Instruments. All
registered trademarks and other trademarks belong to their respective
owners.