Texas Instruments 1Q06 Earnings Release
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): April 18, 2006
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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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
2.02. Results of Operations and Financial Condition
The
Registrant's news release dated April 18, 2006, regarding its first quarter
2006
results of operations and financial condition attached hereto as Exhibit 99
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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“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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Consolidation
of TI’s 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 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.
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:
April 18, 2006
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By:
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/s/
Kevin P. March
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Kevin
P. March
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Senior
Vice President
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and
Chief Financial Officer
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