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): September 8, 2004
TEXAS INSTRUMENTS INCORPORATED
(Exact name of registrant as specified in charter)
DELAWARE 001-03761 750289970
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification no.)
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:
__ 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-(4c))
ITEM 2.02. Results of Operations and Financial Condition
The Registrant's news release dated September 8, 2004, regarding the
Registrant's outlook for the third quarter of 2004 attached hereto as Exhibit 99
is incorporated by reference herein.
ITEM 9.01. Exhibits
Designation of
Exhibit in
this Report Description of Exhibit
------------ ----------------------
99 Registrant's News Release
Dated September 8, 2004 (furnished pursuant to Item
2.02)
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: The statements contained in this report on Form 8-K are "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 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:
- Market demand for semiconductors, particularly for analog chips and digital
signal processors in key markets, such as telecommunications and computers;
- 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;
- The timing of customer inventory adjustments;
- Losses or curtailments of purchases from key customers;
- 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;
- Availability of raw materials and critical manufacturing equipment;
- TI's ability to recruit and retain skilled personnel;
- Fluctuations in the market value of TI's investments and in interest rates;
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.
For a more detailed discussion of these and other factors, see the text under
the heading "Cautionary Statements Regarding Future Results of Operations" in
Item 1 of TI's most recent Form 10-K. The forward-looking statements included in
this Form 8-K are made only as of the date of this Form 8-K and TI 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.
TEXAS INSTRUMENTS INCORPORATED
Date: September 8, 2004 By:/s/ KEVIN P. MARCH
--------------------------
Kevin P. March
Senior Vice President
and Chief Financial Officer
Exhibit 99
----------
NEWS RELEASE
C-04041
TI UPDATES THIRD-QUARTER 2004 BUSINESS OUTLOOK
- Revenue Expected between $3100 Million and $3240 Million
- EPS Expected between $0.27 and $0.29
CONFERENCE CALL ON TI WEB SITE AT 3:30 P.M. CENTRAL DAYLIGHT TIME TODAY
WWW.TI.COM
----------
DALLAS (Sept. 8, 2004) - In a scheduled update to its business outlook for the
third quarter of 2004, Texas Instruments Incorporated (NYSE:TXN) today revised
its expected revenue and earnings ranges. This update reflects what TI believes
are adjustments by customers as they move quickly to reduce inventory levels to
more closely match their own end-equipment growth rates. These adjustments are
more aggressive in standard products sold through the distribution channel than
in other areas.
The company's expectations for revenue are:
- Total revenue between $3100 million and $3240 million, compared with the
prior range of $3200 million to $3440 million;
- Semiconductor revenue between $2665 million and $2785 million, compared
with the prior range of $2780 million to $2980 million;
- Sensors & Controls revenue between $260 million and $270 million, compared
with the prior range of $255 million to $275 million; and
- Educational & Productivity Solutions revenue between $175 million and $185
million, compared with the prior range of $170 million to $190 million.
TI expects earnings per share (EPS) between $0.27 and $0.29, compared with the
previous range of $0.26 to $0.29.
The company's revised earnings estimate reflects reduced factory loadings and a
lower expected accrual for profit sharing. Additionally, the effective annual
tax rate has been reduced from 29 percent to 26 percent, primarily due to an
increase in the estimated tax benefit for export sales. Including catch-up
adjustments, the third-quarter effective tax rate is estimated to be about 21
percent.
The company will hold a conference call at 3:30 p.m. CDT today to discuss this
update. This conference call will be available live at www.ti.com. TI's original
third-quarter outlook was published in the company's second-quarter 2004
earnings release on July 20, available at www.ti.com. TI's third quarter ends on
September 30.
# # #
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: This release 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 release 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:
- Market demand for semiconductors, particularly for analog chips and digital
signal processors in key markets, such as telecommunications and computers;
- 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;
- The timing of customer inventory adjustments;
- Losses or curtailments of purchases from key customers;
- 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;
- Availability of raw materials and critical manufacturing equipment;
- TI's ability to recruit and retain skilled personnel;
- Fluctuations in the market value of TI's investments and in interest rates;
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.
For a more detailed discussion of these factors, see the text under the heading
"Cautionary Statements Regarding Future Results of Operations" in Item 1 of the
company's most recent Form 10-K. The forward-looking statements included in this
release are made only as of the date of publication, and the company undertakes
no obligation to update the forward-looking statements to reflect subsequent
events or circumstances.
Texas Instruments Incorporated provides innovative DSP and analog technologies
to meet our customers' real world signal processing requirements. In addition to
Semiconductor, the company's businesses include Sensors & Controls and
Educational & Productivity Solutions. 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.