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 25, 2005
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 8.01. Other Events
The Registrant's news release dated January 25, 2005, regarding an authorization
by its Board of Directors for the Registrant to repurchase an additional $2
billion of its common stock, is 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 January 25, 2005
"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;
- Losses or curtailments of purchases from key customers;
- The timing and amount of distributor and other customer inventory
adjustments;
- The financial impact of inadequate or excess TI inventories to meet demand
that differs from projections;
- 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;
- 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 and critical manufacturing
equipment;
- Changes in the tax rate applicable to TI as a 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;
- 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.
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: January 25, 2005 By: /s/ KEVIN P. MARCH
--------------------------
Kevin P. March
Senior Vice President
and Chief Financial Officer
2
Exhibit 99
----------
NEWS RELEASE
C-05005
TI BOARD AUTHORIZES ADDITIONAL $2 BILLION STOCK BUYBACK
DALLAS (Jan. 25, 2005) - Texas Instruments Incorporated (TI) (NYSE:TXN) today
announced that its Board of Directors has authorized the company to repurchase
an additional $2 billion of its common stock. This is the second large
repurchase program the company has announced in the past 6 months.
"TI's leadership in high-growth markets gives the company its strongest balance
sheet in history and positions us for continued growth. This success enables us
to return increased value to our shareholders," said Rich Templeton, TI's
president and chief executive officer.
When combined with other previously announced buyback plans, the total
outstanding share repurchase authorization is now about $3 billion. In 2004, the
company repurchased $753 million of TI common stock, compared with $284 million
in 2003.
TI plans to repurchase shares at times and prices considered appropriate by the
company. The company had 1,718.1 million shares outstanding at the end of the
2004.
###
"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;
- Losses or curtailments of purchases from key customers;
- The timing and amount of distributor and other customer inventory
adjustments;
- The financial impact of inadequate or excess TI inventories to meet demand
that differs from projections;
- 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;
- 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 and critical manufacturing
equipment;
- Changes in the tax rate applicable to TI as a 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;
- 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.
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 .