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
|
99
|
|
Registrant’s
News Release
|
|
|
Dated
July 23, 2007 (furnished pursuant to Item
2.02)
|
· |
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;
|
· |
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;
|
· |
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.
|
|
|
TEXAS
INSTRUMENTS INCORPORATED
|
||
Date:
July 23, 2007
|
|
By:
|
|
/s/
Kevin P. March
|
|
|
|
|
Kevin
P. March
|
|
|
|
|
Senior
Vice President
|
|
|
|
|
and
Chief Financial Officer
|
· |
TI
Revenue Up 7% Sequentially
|
· |
EPS
of $0.42, Up 20% Sequentially
|
· |
Record
Gross Margin as Company Progresses Toward Higher Profitability Goals
|
· |
Total
TI, $3.49 billion to $3.79 billion;
|
· |
Semiconductor,
$3.29 billion to $3.57 billion; and
|
· |
Education
Technology, $200 million to $220 million.
|
For
Three Months Ended
|
||||||||||
June
30,
2007
|
Mar.
31,
2007
|
June
30,
2006
|
||||||||
Net
revenue
|
$
|
3,424
|
$
|
3,191
|
$
|
3,697
|
||||
Cost
of revenue (COR)
|
1,640
|
1,554
|
1,790
|
|||||||
Gross
profit
|
1,784
|
1,637
|
1,907
|
|||||||
Research
and development (R&D)
|
551
|
552
|
536
|
|||||||
Selling,
general and administrative (SG&A)
|
424
|
405
|
418
|
|||||||
Total
operating costs and expenses
|
2,615
|
2,511
|
2,744
|
|||||||
Profit
from operations
|
809
|
680
|
953
|
|||||||
Other
income (expense) net
|
56
|
39
|
86
|
|||||||
Income
from continuing operations before income taxes
|
865
|
719
|
1,039
|
|||||||
Provision
for income taxes
|
251
|
203
|
300
|
|||||||
Income
from continuing operations
|
614
|
516
|
739
|
|||||||
Income
(loss) from discontinued operations, net of income taxes
|
(4
|
)
|
--
|
1,648
|
||||||
Net
income
|
$
|
610
|
$
|
516
|
$
|
2,387
|
||||
Basic
earnings per common share:
|
||||||||||
Income
from continuing operations
|
$
|
.43
|
$
|
.36
|
$
|
.48
|
||||
Net
income
|
$
|
.42
|
$
|
.36
|
$
|
1.54
|
||||
Diluted
earnings per common share:
|
||||||||||
Income
from continuing operations
|
$
|
.42
|
$
|
.35
|
$
|
.47
|
||||
Net
income
|
$
|
.42
|
$
|
.35
|
$
|
1.50
|
||||
Average
shares outstanding (millions):
|
||||||||||
Basic
|
1,437
|
1,442
|
1,553
|
|||||||
Diluted
|
1,469
|
1,470
|
1,586
|
|||||||
Cash
dividends declared per share of common stock
|
$
|
.08
|
$
|
.04
|
$
|
.03
|
||||
Percentage
of revenue:
|
||||||||||
Gross
profit
|
52.1
|
%
|
51.3
|
%
|
51.6
|
%
|
||||
R&D
|
16.1
|
%
|
17.3
|
%
|
14.5
|
%
|
||||
SG&A
|
12.4
|
%
|
12.7
|
%
|
11.3
|
%
|
||||
Operating
profit
|
23.6
|
%
|
21.3
|
%
|
25.8
|
%
|
June
30,
2007
|
Mar.
31,
2007
|
June
30,
2006
|
||||||||
Assets
|
||||||||||
Current
assets:
|
||||||||||
Cash
and cash equivalents
|
$
|
1,266
|
$
|
965
|
$
|
1,678
|
||||
Short-term
investments
|
2,315
|
2,371
|
3,992
|
|||||||
Accounts
receivable, net of allowances of ($27), ($25) and ($28)
|
1,897
|
1,756
|
1,929
|
|||||||
Raw
materials
|
106
|
114
|
108
|
|||||||
Work
in process
|
876
|
879
|
818
|
|||||||
Finished
goods
|
442
|
416
|
409
|
|||||||
Inventories
|
1,424
|
1,409
|
1,335
|
|||||||
Deferred
income taxes
|
1,072
|
1,071
|
632
|
|||||||
Prepaid
expenses and other current assets
|
246
|
257
|
215
|
|||||||
Assets
of discontinued operations
|
--
|
4
|
11
|
|||||||
Total
current assets
|
8,220
|
7,833
|
9,792
|
|||||||
Property,
plant and equipment at cost
|
7,657
|
7,715
|
8,406
|
|||||||
Less
accumulated depreciation
|
(3,859
|
)
|
(3,835
|
)
|
(4,422
|
)
|
||||
Property,
plant and equipment, net
|
3,798
|
3,880
|
3,984
|
|||||||
Equity
and other long-term investments
|
254
|
250
|
253
|
|||||||
Goodwill
|
792
|
792
|
792
|
|||||||
Acquisition-related
intangibles
|
117
|
131
|
117
|
|||||||
Deferred
income taxes
|
405
|
436
|
428
|
|||||||
Capitalized
software licenses, net
|
259
|
280
|
197
|
|||||||
Overfunded
retirement plans
|
79
|
54
|
--
|
|||||||
Prepaid
retirement costs
|
--
|
--
|
219
|
|||||||
Other
assets
|
96
|
94
|
146
|
|||||||
Total
assets
|
$
|
14,020
|
$
|
13,750
|
$
|
15,928
|
||||
Liabilities
and Stockholders’ Equity
|
||||||||||
Current
liabilities:
|
||||||||||
Loans
payable and current portion of long-term debt
|
$
|
--
|
$
|
43
|
$
|
43
|
||||
Accounts
payable
|
622
|
550
|
788
|
|||||||
Accrued
expenses and other liabilities
|
1,048
|
877
|
994
|
|||||||
Income
taxes payable
|
187
|
286
|
870
|
|||||||
Accrued
profit sharing and retirement
|
98
|
51
|
77
|
|||||||
Liabilities
of discontinued operations
|
--
|
--
|
11
|
|||||||
Total
current liabilities
|
1,955
|
1,807
|
2,783
|
|||||||
Underfunded
retirement plans
|
115
|
197
|
--
|
|||||||
Accrued
retirement costs
|
--
|
--
|
103
|
|||||||
Deferred
income taxes
|
20
|
10
|
15
|
|||||||
Deferred
credits and other liabilities
|
436
|
453
|
239
|
|||||||
Total
liabilities
|
2,526
|
2,467
|
3,140
|
|||||||
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, 2007 -- 1,739,467,307; March 31, 2007 -- 1,739,211,844;
June 30,
2006 -- 1,739,086,194
|
1,739
|
1,739
|
1,739
|
|||||||
Paid-in
capital
|
761
|
822
|
779
|
|||||||
Retained
earnings
|
18,511
|
18,017
|
16,271
|
|||||||
Less
treasury common stock at cost: Shares: June 30, 2007 -- 310,382,046;
March
31, 2007 -- 305,502,566; June 30, 2006 -- 206,501,103
|
(9,233
|
)
|
(8,940
|
)
|
(5,911
|
)
|
||||
Accumulated
other comprehensive income (loss), net of tax
|
(284
|
)
|
(355
|
)
|
(90
|
)
|
||||
Total
stockholders’ equity
|
11,494
|
11,283
|
12,788
|
|||||||
Total
liabilities and stockholders’ equity
|
$
|
14,020
|
$
|
13,750
|
$
|
15,928
|
||||
For
Three Months Ended
|
||||||||||
June
30,
2007
|
Mar.
31,
2007
|
June
30,
2006
|
||||||||
Cash
flows from operating activities:
|
||||||||||
Net
income
|
$
|
610
|
$
|
516
|
$
|
2,387
|
||||
Adjustments
to reconcile net income to cash provided by
operating
activities of continuing operations:
|
||||||||||
(Income)
loss from discontinued operations
|
4
|
--
|
(1,648
|
)
|
||||||
Depreciation
|
256
|
252
|
267
|
|||||||
Stock-based
compensation
|
69
|
78
|
84
|
|||||||
Amortization
of capitalized software
|
24
|
25
|
29
|
|||||||
Amortization
of acquisition-related intangibles
|
14
|
14
|
15
|
|||||||
Deferred
income taxes
|
(3
|
)
|
(3
|
)
|
(41
|
)
|
||||
Increase
(decrease) from changes in:
|
||||||||||
Accounts
receivable
|
(144
|
)
|
17
|
(138
|
)
|
|||||
Inventories
|
(15
|
)
|
28
|
(89
|
)
|
|||||
Prepaid
expenses and other current assets
|
42
|
(79
|
)
|
9
|
||||||
Accounts
payable and accrued expenses
|
110
|
(167
|
)
|
133
|
||||||
Income
taxes payable
|
(132
|
)
|
(1
|
)
|
(334
|
)
|
||||
Accrued
profit sharing and retirement
|
47
|
(111
|
)
|
56
|
||||||
Change
in funded status of retirement plans and accrued retirement costs
|
--
|
1
|
(68
|
)
|
||||||
Other
|
16
|
(16
|
)
|
(8
|
)
|
|||||
Net
cash provided by operating activities of continuing
operations
|
898
|
554
|
654
|
|||||||
Cash
flows from investing activities:
|
||||||||||
Additions
to property, plant and equipment
|
(174
|
)
|
(179
|
)
|
(374
|
)
|
||||
Proceeds
from sales of assets
|
--
|
--
|
2,982
|
|||||||
Purchases
of cash investments
|
(1,479
|
)
|
(846
|
)
|
(3,063
|
)
|
||||
Sales
and maturities of cash investments
|
1,529
|
1,011
|
1,983
|
|||||||
Purchases
of equity investments
|
(6
|
)
|
(5
|
)
|
(17
|
)
|
||||
Sales
of equity and other long-term investments
|
3
|
2
|
2
|
|||||||
Acquisitions,
net of cash acquired
|
--
|
(27
|
)
|
(28
|
)
|
|||||
Net
cash provided by (used in) investing activities of continuing
operations
|
(127
|
)
|
(44
|
)
|
1,485
|
|||||
Cash
flows from financing activities:
|
||||||||||
Payments
on loans and long-term debt
|
(43
|
)
|
--
|
(275
|
)
|
|||||
Dividends
paid
|
(115
|
)
|
(58
|
)
|
(47
|
)
|
||||
Sales
and other common stock transactions
|
374
|
154
|
150
|
|||||||
Excess
tax benefit from stock option exercises
|
56
|
34
|
57
|
|||||||
Stock
repurchases
|
(742
|
)
|
(857
|
)
|
(1,037
|
)
|
||||
Net
cash used in financing activities of continuing operations
|
(470
|
)
|
(727
|
)
|
(1,152
|
)
|
||||
Net
cash used in discontinued operations
|
--
|
--
|
(34
|
)
|
||||||
Effect
of exchange rate changes on cash
|
--
|
(1
|
)
|
3
|
||||||
Net
increase (decrease) in cash and cash equivalents
|
301
|
(218
|
)
|
956
|
||||||
Cash
and cash equivalents, beginning of period
|
965
|
1,183
|
722
|
|||||||
Cash
and cash equivalents, end of period
|
$
|
1,266
|
$
|
965
|
$
|
1,678
|
For
Three Months Ended
|
||||||||||
June
30,
2007
|
Mar.
31,
2007
|
June
30,
2006
|
||||||||
Semiconductor
|
$
|
3,257
|
$
|
3,115
|
$
|
3,505
|
||||
Education
Technology
|
167
|
76
|
192
|
|||||||
Total
net revenue
|
$
|
3,424
|
$
|
3,191
|
$
|
3,697
|
||||
For
Three Months Ended
|
||||||||||
June
30,
2007
|
Mar.
31,
2007
|
June
30,
2006
|
||||||||
Semiconductor*
|
$
|
905
|
$
|
831
|
$
|
1,032
|
||||
Education
Technology
|
74
|
16
|
84
|
|||||||
Corporate**
|
(170
|
)
|
(167
|
)
|
(163
|
)
|
||||
Profit
from operations
|
$
|
809
|
$
|
680
|
$
|
953
|
||||
*
Semiconductor
profit from operations includes a benefit of $57 for a sales tax
refund
and $60 from the royalty settlement in the second quarter of
2006.
|
||||||||||
**
Corporate includes the following stock-based compensation
expense:
|
||||||||||
COR
|
$
|
13
|
$
|
15
|
$
|
16
|
||||
R&D
|
21
|
23
|
25
|
|||||||
SG&A
|
35
|
40
|
43
|
|||||||
Profit
from operations
|
$
|
69
|
$
|
78
|
$
|
84
|
· |
Revenue
in the second quarter was $3.26 billion. This was an increase of
5 percent
from the prior quarter due to higher demand for DSP, DLP®
and analog products. Compared with a year ago, revenue decreased
7 percent
as higher demand for high-performance analog products was more than
offset
by declines across a broad base of other products.
|
o |
Analog
product revenue of $1.27 billion was up 2 percent from the prior
quarter
due to increased demand for high-performance analog products. Compared
with the year-ago quarter, analog revenue decreased 3 percent as
a decline
in analog revenue for cell phone applications more than offset
gains in
high-performance analog revenue. Revenue from high-performance
analog
products increased 6 percent from the prior quarter and increased
11
percent from a year ago.
|
o |
DSP
product revenue of $1.24 billion was up 7 percent from the prior
quarter
due to higher demand for products used in cell phone applications.
DSP
product revenue declined 5 percent from a year ago due to lower
demand for
a broad range of products.
|
o |
TI’s
remaining Semiconductor revenue of $746 million was 5 percent
higher than
the prior quarter primarily due to growth in DLP products and,
to a lesser
extent, standard logic products. Microcontrollers and RISC microprocessors
were about even with the prior quarter while royalties declined.
TI’s
remaining Semiconductor revenue decreased 17 percent from the
year-ago
quarter primarily due to a decline in RISC microprocessor revenue
and the
royalty settlement in the year-ago quarter. To a lesser extent,
DLP
products and standard logic products revenue also declined while
microcontrollers were about even with the year-ago quarter.
|
· |
Gross
profit was $1.71 billion, or 52.5 percent of revenue. This was an
increase
of $82 million from the prior quarter due to higher revenue. Gross
profit
declined $105 million from the year-ago quarter due to the combination
of
the royalty settlement and sales tax refund in the year-ago quarter,
as
well as lower revenue.
|
· |
Operating
profit was $905 million, or 27.8 percent of revenue. This was an
increase
of $74
million from the prior quarter due to higher gross profit. It was
a
decline of $127 million from the year-ago quarter primarily due to
the
combination of the royalty settlement and the sales tax refund in
the
year-ago quarter.
|
· |
Semiconductor
orders were $3.25 billion. This was an increase of 6 percent from
the
prior quarter due to higher demand across a broad range of analog
and DSP
products. Orders declined 13 percent from the year-ago quarter due
to
broadly lower demand.
|
· |
TI
delivered the industry’s highest performance family of two- and
four-channel analog-to-digital data converters. The chips combine
low
power, high performance and speed in a space-saving package and are
tailored for advanced communications, medical, video, imaging and
instrumentation applications.
|
· |
TI
introduced the industry’s first location-detection system-on-chip solution
for low-power ZigBee®
wireless sensor networking applications such as asset and equipment
tracking, inventory control, patient monitoring, and security and
commissioning networks.
|
· |
Lenovo
Mobile, China’s leading handset manufacturer, selected TI’s “LoCosto”
single-chip platform for a new family of low-cost, multimedia-rich
cell
phones.
|
· |
Revenue
in the second quarter was $167 million. This was an increase of $91
million from the prior quarter as retailers purchased calculators
in
preparation for the back-to-school season. This was a decrease of
$25
million from the year-ago quarter, as some major retailers delayed
stocking calculator inventory until the third quarter, closer to
the start
of the school year.
|
· |
Gross
profit was $109 million, or a record 65.1 percent of revenue. This
was up
$64 million from the prior quarter due to higher revenue. Gross profit
decreased $10 million from the year-ago quarter due to lower revenue.
|
· |
Operating
profit was $74 million, or 44.1 percent of revenue. This was an increase
of $58 million compared with the prior quarter due to higher gross
profit.
It was a decrease of $10 million from the year-ago quarter due to
lower
gross profit.
|
· |
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;
|
· |
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;
|
· |
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.
|