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): December 2, 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 December 2, 2002
ITEM 9. Regulation FD Disclosure.
The information set forth in the Registrant's news release dated December
2, 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: December 3, 2002 By:
/s/ JOSEPH F. HUBACH
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Joseph F. Hubach
Senior Vice President,
Secretary and
General Counsel
2
Exhibit 99
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NEWS RELEASE
C-02059
Media Contacts:
Chris Rongone 214-480-6868 c-rongone@ti.com
Sharon Hampton 214-480-6127 s-hampton@ti.com
(Please do not publish these numbers or e-mail addresses.)
TI SEES IMPROVEMENT IN FOURTH-QUARTER EXPECTATIONS
DALLAS (Dec. 2, 2002) - Texas Instruments Incorporated (NYSE:TXN) said
today that the company expects revenue for the fourth quarter of 2002 to be
better than previously estimated.
TI's Semiconductor revenue is now expected to decline about 2 percent
sequentially, instead of the 5 percent originally noted in the company's
earnings report on October 21. Total TI revenue is now expected to be down about
7 percent instead of 10 percent, mostly reflecting the seasonal drop in
calculator shipments. Earnings per share also should be better than expected, at
about $0.03 pro forma and $0.01 GAAP, plus or minus a few cents.
"The improvement in fourth-quarter expectations comes primarily from
stronger demand for our wireless and high-performance analog products,"said
Chief Financial Officer Bill Aylesworth.
Aylesworth will discuss TI's outlook and business strategies to address key
markets for its Digital Signal Processing (DSP) and Analog technologies at the
Credit Suisse First Boston Annual Technology Conference in Scottsdale, Ariz., on
Tuesday, December 3. His comments can be heard live at 2:30 p.m. Mountain
Standard Time via audio webcast at http://www.ti.com/ir. Archived replays are
available for one week.
# # #
"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, 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 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.
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
.