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): August 15, 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" or "the company") re-confirms its outlook for the third
quarter of 2002 as set forth in the Outlook section included in Item 2 of its
Form 10-Q for the quarter ended June 30, 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
Stabilizing inventory at the company's customers means that in the second half
of 2002, TI should be generally shipping close to the same rate as end demand.
For the third quarter of 2002: TI expects revenue to grow about 5 percent
sequentially (or about 6 percent excluding the $30 million in catch-up royalties
included in second-quarter revenue). Semiconductor revenue is expected to grow
about 4 percent sequentially (or about 6 percent excluding the catch-up
royalties), Sensors & Controls revenue is expected to seasonally decline a few
percentage points, and E&PS revenue is expected to seasonally increase about 25
percent.
Operating margin in the third quarter should increase 1 to 2 percentage points.
Other income/interest is expected to be about $10 million. EPS is expected to be
about $0.09.
For 2002, TI expects R&D to be about $1.6 billion. Capital expenditures are
expected to be about $800 million in 2002, and depreciation is expected to be
about $1.6 billion.
The 2002 effective income tax rate is expected to be about 18 percent.
"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, including timely implementation
of new manufacturing technologies;
- 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;
- 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 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: August 15, 2002 By: /s/ JOSEPH F. HUBACH
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Joseph F. Hubach
Senior Vice President,
Secretary and
General Counsel