UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 6, 2006
TEXAS INSTRUMENTS INCORPORATED
(Exact name of registrant as specified in charter)
DELAWARE 001-03761 75-0289970
(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
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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-4(c))
ITEM 7.01. Regulation FD Disclosure
The Registrant's news release dated March 6, 2006, regarding the Registrant's
outlook for the first quarter of 2006 attached hereto as Exhibit 99 is
incorporated by reference herein.
ITEM 9.01. Exhibits
Designation of
Exhibit in
this Report Description of Exhibit
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99 Registrant's News Release
Dated March 6, 2006 (furnished pursuant to Item 7.01)
"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:
- 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;
- 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, utilities and critical
manufacturing equipment;
- 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.
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.
TEXAS INSTRUMENTS INCORPORATED
Date: March 6, 2006 By: /s/ Kevin P. March
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Kevin P. March
Senior Vice President
and Chief Financial Officer
Exhibit 99
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TI Updates First-Quarter 2006 Business Outlook
- Revenue Expected between $3.22 Billion and $3.35 Billion
- EPS Expected between $0.31 and $0.33 Including Stock-Based
Compensation Expense
CONFERENCE CALL ON TI WEB SITE AT 3:30 P.M. CENTRAL STANDARD TIME TODAY
WWW.TI.COM
DALLAS (March 6, 2006) - In a scheduled update to its business outlook for the
first quarter of 2006, Texas Instruments Incorporated (TI) (NYSE: TXN) today
narrowed its expected ranges for revenue and earnings per share. The company's
expectations for revenue from continuing operations are:
- Total revenue between $3.22 billion and $3.35 billion, compared with the
prior range of $3.11 billion to $3.38 billion;
- Semiconductor revenue between $3.15 billion and $3.28 billion, compared
with the prior range of $3.05 billion to $3.30 billion; and
- Educational & Productivity Solutions revenue between $65 million and $75
million, compared with the prior range of $60 million to $80 million.
TI expects earnings per share from continuing operations between $0.31 and
$0.33, compared with the previous range of $0.29 to $0.33. Both the current and
previous ranges for earnings per share include about $0.04 for stock-based
compensation expense. Earnings per share from discontinued operations are
expected to be about $0.03, and will be in addition to the earnings-per-share
range noted above.
The company will hold a conference call at 3:30 p.m. CST today to discuss this
update. This conference call will be available live at www.ti.com. TI's original
first-quarter outlook was published in the company's fourth-quarter and year end
2005 earnings release on January 23, available at www.ti.com. TI's first quarter
ends on March 31.
# # #
"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 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;
- 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, utilities and critical
manufacturing equipment;
- 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.
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 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.