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 4, 2002
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
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ITEM 7. Exhibits.
Designation of
Exhibit in
this Report Description of Exhibit
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99 Registrant's news release
dated March 4, 2002
ITEM 9. Regulation FD Disclosure.
The information set forth in the Registrant's news release dated March 4,
2002 (attached hereto as Exhibit 99) is incorporated herein by reference to such
news release. The filing of this news release is being made for purposes of
Regulation FD only and is not an indication or assessment of materiality, nor is
it intended to constitute a representation that the information is not otherwise
publicly available.
"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 digital signal
processors and analog chips in key markets, such as telecommunications
and computers;
- 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;
- Timely completion and successful integration of announced
acquisitions;
- Economic, social and political conditions in the countries in which TI
and its customers and suppliers operate, including security risks,
possible disruptions in transportation networks and fluctuations in
foreign currency exchange rates;
- Losses or curtailments of purchases from key customers or the timing
of customer inventory adjustments;
- TI's ability to recruit and retain skilled personnel; and
- Availability of raw materials and critical manufacturing equipment.
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: March 4, 2002 By: /s/ JOSEPH F. HUBACH
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Joseph F. Hubach
Senior Vice President,
Secretary and
General Counsel
Exhibit 99
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NEWS RELEASE
C-02018
Media Contacts:
Chris Rongone 214-480-6868 c-rongone@ti.com
Gail Chandler 214-480-6808 g-chandler1@ti.com
(Please do not publish these numbers or e-mail addresses.)
TI CEO TOM ENGIBOUS RECONFIRMS COMPANY OUTLOOK IN KEYNOTE REMARKS AT MORGAN
STANLEY INVESTOR CONFERENCE
CEO SAYS ORDERS STRONGER IN FIRST TWO MONTHS OF 1Q02 AND
COULD DRIVE BOOK-TO-BILL CLOSE TO ONE
DALLAS (March 4, 2002) -- During an evening keynote discussion at the
Morgan Stanley Semiconductor & Systems Conference, Texas Instruments (TI) (NYSE:
TXN) Chairman, President and CEO Tom Engibous reconfirms the company's outlook
for its current quarter. In its outlook, originally issued in January, the
company said it expects the following in 1Q02: revenue to be about even with the
fourth quarter of 2001, pro forma operating margin to improve by about 7 points,
and pro forma EPS to be about breakeven.
Additionally, Engibous says that semiconductor orders received in the first
two months of the first quarter were strong, compared with the first two months
of the fourth quarter. As a result, the company's book-to-bill ratio could be
close to one for the first quarter.
Engibous also says that if the strength in orders continues, semiconductor
revenue should grow sequentially in the second quarter.
Engibous notes that TI has significant room for operating leverage on its
fixed manufacturing costs as capacity utilization improves. During the downturn,
the company reduced annualized costs by about $600 million, while continuing to
invest in more efficient manufacturing. As a result, it expects revenue growth
to fall through to the bottom line at a high rate.
Engibous' keynote can be viewed through the Investor Relations section of
the TI Web site at www.ti.com/ir.
# # #
Pro forma supplemental income information begins with the Consolidated Statement
of Operations, which complies with U.S. generally accepted accounting
principles, and then excludes amortization of acquisition-related costs
(goodwill, other intangibles and deferred compensation), pooling-of-interests
transaction costs, purchased in-process R&D costs, special charges and gains,
and income-tax adjustments.
TEXAS INSTRUMENTS
Texas Instruments Incorporated is the world leader in digital
signal processing and analog technologies, the semiconductor engines of the
Internet age. 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.
The company's web site is www.ti.com.
SAFE HARBOR STATEMENT
"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, such statements herein 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 digital signal
processors and analog chips in key markets, such as telecommunications
and computers;
- 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;
- Timely completion and successful integration of announced
acquisitions;
- Economic, social and political conditions in the countries in which
TI, its customers or its suppliers operate, including security risks,
possible disruptions in transportation networks and fluctuations in
foreign currency exchange rates;
- Losses or curtailments of purchases from key customers or the timing
of customer inventory adjustments;
- TI's ability to recruit and retain skilled personnel; and
- Availability of raw materials and critical manufacturing equipment.
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 this release and the company undertakes
no obligation to update the forward-looking statements to reflect subsequent
events or circumstances