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): May 13, 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 9. REGULATION FD DISCLOSURE.
The Registrant ("TI") re-confirms its outlook for the second quarter of 2002 as
set forth in the Outlook section included in Item 2 of its Form 10-Q for the
quarter ended March 31, 2002. This re-confirmation 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. The full text of that Outlook section is as follows:
OUTLOOK
Management believes that the company has turned the corner toward growth. TI's
shipments, affected by liquidation of excess inventory in 2001, are accelerating
as they catch up to the rate of our customers' shipments. Beyond that, growth
will be driven by improvements in our customers' end-equipment markets. The key
driver for improvement will be a stronger economy, which will lead to more
normal levels of global corporate spending. Increased spending will allow
corporations to start closing the gap between current productivity levels and
the higher efficiency that new technology enables. This combination of higher
corporate spending and improved productivity will have a self-reinforcing effect
throughout the economy.
For the second quarter, TI expects approximately the following:
GAAP* Pro Forma*
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Revenue $2.0 billion $2.0 billion
Operating margin 5% 6%
Other income/interest $15 million $15 million
EPS $0.05 $0.06
TI's outlook for revenue of about $2.0 billion in the second quarter, or 10
percent sequential growth, anticipates Semiconductor growth of about 8 percent,
Sensors & Controls growth of about 5 percent, and E&PS growth of about 50
percent reflecting retail stocking of educational calculators for the
back-to-school season.
For 2002, TI expects approximately the following:
GAAP* Pro Forma*
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R&D $1.6 billion $1.5 billion
Capital expenditures $800 million $800 million
Depreciation $1.6 billion $1.6 billion
* Pro forma information is prepared by beginning with the
Consolidated Statement of Operations, which is prepared in
accordance with U.S. generally accepted accounting principles
(GAAP), and then excluding amortization of acquisition-related
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costs, purchased in-process R&D costs, special charges and gains,
and income tax adjustments. The effect of these amounts is
partially offset, as appropriate, by their allocated profit
sharing and income tax effects. The company believes that pro
forma information conveys useful trends and comparisons of the
company's operations.
"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.
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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: May 13, 2002 By: /s/WILLIAM A. AYLESWORTH
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William A. Aylesworth
Senior Vice President
and Chief Financial Officer
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