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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¨
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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 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 April 23, 2012 (furnished pursuant to Item 2.02)
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•
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Market demand for semiconductors, particularly in key markets such as communications, computing, industrial and consumer electronics;
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•
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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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•
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TI’s ability to develop, manufacture and market innovative products in a rapidly changing technological environment;
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•
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TI’s ability to compete in products and prices in an intensely competitive industry;
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•
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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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•
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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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•
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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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•
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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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•
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Availability and cost of raw materials, utilities, manufacturing equipment, third-party manufacturing services and manufacturing technology;
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•
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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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•
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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;
|
|
•
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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 our forecasts;
|
|
•
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The financial impact of inadequate or excess TI inventory that results from demand that differs from projections;
|
|
•
|
Impairments of our non-financial assets;
|
|
•
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Product liability or warranty claims, claims based on epidemic or delivery failure 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;
|
|
•
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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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TI’s obligation to make principal and interest payments on its debt; and
|
|
•
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TI’s ability to successfully integrate National Semiconductor’s operations, product lines and technologies, and to realize opportunities for growth and cost savings from the acquisition.
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TEXAS INSTRUMENTS INCORPORATED
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|||
Date: April 23, 2012
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By:
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/s/ KEVIN P. MARCH
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Kevin P. March
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||
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Senior Vice President and
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Chief Financial Officer
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1Q12 | 1Q11 |
Change
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4Q11 |
Change
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|||||||||||||
Revenue
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$ | 3,121 | $ | 3,392 | -8 | % | $ | 3,420 | -9 | % | |||||||
Operating profit
|
$ | 397 | $ | 908 | -56 | % | $ | 365 | 9 | % | |||||||
Net income
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$ | 265 | $ | 666 | -60 | % | $ | 298 | -11 | % | |||||||
Earnings per share
|
$ | .22 | $ | .55 | -60 | % | $ | .25 | -12 | % | |||||||
Cash flow from operations
|
$ | 449 | $ | 516 | -13 | % | $ | 970 | -54 | % |
1Q12 | 1Q11 |
Change
|
4Q11 |
Change
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|||||||||||||
Analog:
|
|||||||||||||||||
Revenue
|
$ | 1,686 | $ | 1,536 | 10 | % | $ | 1,695 | -1 | % | |||||||
Operating profit
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$ | 335 | $ | 418 | -20 | % | $ | 414 | -19 | % | |||||||
Embedded Processing:
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|||||||||||||||||
Revenue
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$ | 473 | $ | 533 | -11 | % | $ | 442 | 7 | % | |||||||
Operating profit
|
$ | 36 | $ | 102 | -65 | % | $ | 12 | 200 | % | |||||||
Wireless:
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|||||||||||||||||
Revenue
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$ | 373 | $ | 658 | -43 | % | $ | 722 | -48 | % | |||||||
Operating profit
|
$ | (25 | ) | $ | 141 | n/a | $ | 112 | n/a | ||||||||
Other:
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|||||||||||||||||
Revenue
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$ | 589 | $ | 665 | -11 | % | $ | 561 | 5 | % | |||||||
Operating profit*
|
$ | 51 | $ | 247 | -79 | % | $ | (173 | ) | n/a |
Ÿ
|
Compared with the year-ago quarter, revenue increased due to the inclusion of Silicon Valley Analog revenue. Revenue from High Performance Analog, High Volume Analog & Logic and Power Management declined.
|
Ÿ
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Compared with the prior quarter, revenue was about even as growth in Silicon Valley Analog revenue was offset by a decline in High Volume Analog & Logic revenue. Power Management and High Performance Analog were about even.
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Ÿ
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Operating profit decreased from the year-ago quarter due to higher operating expenses that resulted from the inclusion of Silicon Valley Analog. Operating profit decreased from the prior quarter primarily due to lower gross profit.
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Ÿ
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Compared with the year-ago quarter, the decline in revenue was due to lower revenue from products sold into communications infrastructure and from catalog products. Revenue from products sold into automotive applications increased.
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Ÿ
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Compared with the prior quarter, the increase in revenue was due to higher revenue from products sold into automotive applications and communications infrastructure. Revenue from catalog products was about even.
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Ÿ
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Operating profit decreased from a year ago primarily due to lower gross profit. Operating profit increased from the prior quarter due to higher gross profit.
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Ÿ
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Compared with the year-ago quarter, revenue declined primarily due to baseband products. Revenue from connectivity products also declined while revenue from OMAP applications processors increased.
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Ÿ
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Compared with the prior quarter, revenue decreased primarily due to baseband products. Revenue from OMAP applications processors and connectivity products also declined.
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Ÿ
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Operating profit decreased from the year-ago and prior quarters due to lower gross profit.
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Ÿ
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Compared with the year-ago quarter, revenue was down due to lower demand for DLP products and expiration of transitional supply agreements. The first quarter’s results also included proceeds of about $65 million from business interruption insurance related to the 2011 Japan earthquake.
|
Ÿ
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Compared with the prior quarter, revenue was up primarily due to the insurance proceeds.
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Ÿ
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Operating profit decreased from a year ago primarily due to total acquisition-related charges. Operating profit increased from the prior quarter primarily due to lower restructuring charges and lower total acquisition-related charges.
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Ÿ
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Orders were $3.24 billion, down 9 percent from the year-ago quarter and up 13 percent from the prior quarter.
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Ÿ
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Inventory was $1.85 billion at the end of the quarter, up $175 million from a year ago and $65 million from the prior quarter. The increase was due to the company building inventory to support higher anticipated demand in future quarters.
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Ÿ
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Capital expenditures were $103 million in the quarter compared with $194 million a year ago and $152 million in the prior quarter. Capital expenditures in the quarter were primarily for assembly/test and wafer manufacturing equipment.
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Ÿ
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The company used $300 million to repay its commercial paper borrowings, reducing the outstanding commercial paper obligation to $700 million.
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Ÿ
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The company used $300 million in the quarter to repurchase 9.1 million shares of its common stock and paid dividends of $195 million.
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Ÿ
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Revenue: $3.22 – 3.48 billion
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Ÿ
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Earnings per share: $0.30 – 0.38
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Ÿ
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R&D expense: $2.0 billion
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Ÿ
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Capital expenditures: $0.7 billion
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Ÿ
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Depreciation: $1.0 billion
|
Ÿ
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Annual effective tax rate: 28%
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For Three Months Ended
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||||||||||||
Mar. 31,
2012
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Mar. 31,
2011
|
Dec. 31,
2011
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||||||||||
Revenue
|
$ | 3,121 | $ | 3,392 | $ | 3,420 | ||||||
Cost of revenue
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1,590 | 1,664 | 1,872 | |||||||||
Gross profit
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1,531 | 1,728 | 1,548 | |||||||||
Research and development (R&D)
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509 | 422 | 475 | |||||||||
Selling, general and administrative (SG&A)
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462 | 396 | 443 | |||||||||
Restructuring charges
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10 | -- | 112 | |||||||||
Acquisition charges
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153 | 2 | 153 | |||||||||
Operating profit
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397 | 908 | 365 | |||||||||
Other income (expense) net
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(14 | ) | 10 | 5 | ||||||||
Interest and debt expense
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21 | -- | 21 | |||||||||
Income before income taxes
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362 | 918 | 349 | |||||||||
Provision for income taxes
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97 | 252 | 51 | |||||||||
Net income
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$ | 265 | $ | 666 | $ | 298 | ||||||
Earnings per common share:
|
||||||||||||
Basic
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$ | .23 | $ | .56 | $ | .26 | ||||||
Diluted
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$ | .22 | $ | .55 | $ | .25 | ||||||
Average shares outstanding (millions):
|
||||||||||||
Basic
|
1,143 | 1,167 | 1,138 | |||||||||
Diluted
|
1,165 | 1,194 | 1,155 | |||||||||
Cash dividends declared per share of common stock
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$ | .17 | $ | .13 | $ | .17 | ||||||
Percentage of revenue:
|
||||||||||||
Gross profit
|
49.0 | % | 50.9 | % | 45.3 | % | ||||||
R&D
|
16.3 | % | 12.4 | % | 13.9 | % | ||||||
SG&A
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14.8 | % | 11.7 | % | 13.0 | % | ||||||
Operating profit
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12.7 | % | 26.8 | % | 10.7 | % |
Mar. 31,
2012
|
Mar. 31,
2011
|
Dec. 31,
2011
|
||||||||||
Assets
|
||||||||||||
Current assets:
|
||||||||||||
Cash and cash equivalents
|
$ | 1,193 | $ | 1,343 | $ | 992 | ||||||
Short-term investments
|
1,572 | 1,514 | 1,943 | |||||||||
Accounts receivable, net of allowances of ($32), ($20) and ($19)
|
1,478 | 1,568 | 1,545 | |||||||||
Raw materials
|
114 | 132 | 115 | |||||||||
Work in process
|
996 | 934 | 1,004 | |||||||||
Finished goods
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743 | 612 | 669 | |||||||||
Inventories
|
1,853 | 1,678 | 1,788 | |||||||||
Deferred income taxes
|
1,192 | 771 | 1,174 | |||||||||
Prepaid expenses and other current assets
|
303 | 170 | 386 | |||||||||
Total current assets
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7,591 | 7,044 | 7,828 | |||||||||
Property, plant and equipment at cost
|
6,840 | 6,712 | 7,133 | |||||||||
Less accumulated depreciation
|
(2,562 | ) | (3,055 | ) | (2,705 | ) | ||||||
Property, plant and equipment, net
|
4,278 | 3,657 | 4,428 | |||||||||
Long-term investments
|
239 | 449 | 265 | |||||||||
Goodwill
|
4,452 | 924 | 4,452 | |||||||||
Acquisition-related intangibles, net
|
2,815 | 69 | 2,900 | |||||||||
Deferred income taxes
|
302 | 899 | 321 | |||||||||
Capitalized software licenses, net
|
201 | 193 | 206 | |||||||||
Overfunded retirement plans
|
37 | 28 | 40 | |||||||||
Other assets
|
94 | 47 | 57 | |||||||||
Total assets
|
$ | 20,009 | $ | 13,310 | $ | 20,497 | ||||||
Liabilities and Stockholders’ Equity
|
||||||||||||
Current liabilities:
|
||||||||||||
Commercial paper borrowings
|
$ | 700 | $ | -- | $ | 999 | ||||||
Current portion of long-term debt
|
378 | -- | 382 | |||||||||
Accounts payable
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589 | 605 | 625 | |||||||||
Accrued compensation
|
382 | 348 | 597 | |||||||||
Income taxes payable
|
106 | 247 | 101 | |||||||||
Accrued expenses and other liabilities
|
754 | 593 | 795 | |||||||||
Total current liabilities
|
2,909 | 1,793 | 3,499 | |||||||||
Long-term debt
|
4,207 | -- | 4,211 | |||||||||
Underfunded retirement plans
|
684 | 527 | 701 | |||||||||
Deferred income taxes
|
622 | 82 | 607 | |||||||||
Deferred credits and other liabilities
|
516 | 334 | 527 | |||||||||
Total liabilities
|
8,938 | 2,736 | 9,545 |
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: Mar. 31, 2012 – 1,740,814,489; Mar. 31, 2011 – 1,740,394,740; Dec. 31, 2011 – 1,740,630,391
|
1,741 | 1,740 | 1,741 | |||||||||
Paid-in capital
|
1,112 | 1,068 | 1,194 | |||||||||
Retained earnings
|
26,345 | 25,206 | 26,278 | |||||||||
Less treasury common stock at cost:
Shares: Mar. 31, 2012 – 596,461,198; Mar. 31, 2011 –
579,225,953; Dec. 31, 2011 – 601,131,631
|
(17,385 | ) | (16,738 | ) | (17,485 | ) | ||||||
Accumulated other comprehensive income (loss), net of taxes
|
(742 | ) | (702 | ) | (776 | ) | ||||||
Total stockholders’ equity
|
11,071 | 10,574 | 10,952 | |||||||||
Total liabilities and stockholders’ equity
|
$ | 20,009 | $ | 13,310 | $ | 20,497 |
For Three Months Ended
|
||||||||||||
Mar. 31,
2012
|
Mar. 31,
2011
|
Dec. 31,
2011
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net income
|
$ | 265 | $ | 666 | $ | 298 | ||||||
Adjustments to net income:
|
||||||||||||
Depreciation
|
243 | 224 | 247 | |||||||||
Stock-based compensation
|
69 | 57 | 66 | |||||||||
Amortization of acquisition-related intangibles
|
86 | 7 | 86 | |||||||||
Deferred income taxes
|
(4 | ) | 31 | (110 | ) | |||||||
Increase (decrease) from changes in:
|
||||||||||||
Accounts receivable
|
63 | (44 | ) | 236 | ||||||||
Inventories
|
(91 | ) | (158 | ) | 203 | |||||||
Prepaid expenses and other current assets
|
5 | (9 | ) | (18 | ) | |||||||
Accounts payable and accrued expenses
|
(37 | ) | (83 | ) | (68 | ) | ||||||
Accrued compensation
|
(211 | ) | (281 | ) | 65 | |||||||
Income taxes payable
|
67 | 137 | 4 | |||||||||
Other
|
(6 | ) | (31 | ) | (39 | ) | ||||||
Cash flows from operating activities
|
449 | 516 | 970 | |||||||||
Cash flows from investing activities:
|
||||||||||||
Additions to property, plant and equipment
|
(103 | ) | (194 | ) | (152 | ) | ||||||
Purchases of short-term investments
|
(242 | ) | (872 | ) | (1,190 | ) | ||||||
Proceeds from short-term investments
|
613 | 1,111 | 301 | |||||||||
Purchases of long-term investments
|
(1 | ) | (1 | ) | (2 | ) | ||||||
Proceeds from long-term investments
|
3 | 19 | 82 | |||||||||
Business acquisitions, net of cash acquired
|
-- | -- | (35 | ) | ||||||||
Cash flows from investing activities
|
270 | 63 | (996 | ) | ||||||||
Cash flows from financing activities:
|
||||||||||||
Repayment of commercial paper borrowings
|
(300 | ) | -- | (200 | ) | |||||||
Dividends paid
|
(195 | ) | (153 | ) | (193 | ) | ||||||
Proceeds from common stock transactions
|
259 | 350 | 127 | |||||||||
Excess tax benefit from share-based payments
|
18 | 19 | 3 | |||||||||
Stock repurchases
|
(300 | ) | (771 | ) | (300 | ) | ||||||
Cash flows from financing activities
|
(518 | ) | (555 | ) | (563 | ) |
Net change in cash and cash equivalents
|
201 | 24 | (589 | ) | ||||||||
Cash and cash equivalents, beginning of period
|
992 | 1,319 | 1,581 | |||||||||
Cash and cash equivalents, end of period
|
$ | 1,193 | $ | 1,343 | $ | 992 |
·
|
Market demand for semiconductors, particularly in key markets such as communications, computing, industrial and consumer electronics;
|
·
|
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;
|
·
|
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;
|
·
|
Timely implementation of new manufacturing technologies, installation of manufacturing equipment and the ability to obtain needed third-party foundry and assembly/test subcontract services;
|
·
|
TI’s obligation to make principal and interest payments on its debt; and
|
·
|
TI’s ability to successfully integrate National Semiconductor’s operations, product lines and technologies, and to realize opportunities for growth and cost savings from the acquisition.
|