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Texas Instruments 10-K 2010 Documents found in this filing:Exhibit
13
TEXAS
INSTRUMENTS 2009 ANNUAL REPORT n PAGE
2
See
accompanying notes.
TEXAS INSTRUMENTS 2009
ANNUAL REPORT n PAGE
3
See
accompanying notes.
TEXAS INSTRUMENTS 2009
ANNUAL REPORT n PAGE
4
See
accompanying notes.
TEXAS INSTRUMENTS 2009
ANNUAL REPORT n PAGE
5
See
accompanying notes.
TEXAS INSTRUMENTS 2009
ANNUAL REPORT n PAGE
6
See
accompanying notes.
TEXAS INSTRUMENTS 2009
ANNUAL REPORT n PAGE
7
Notes
to financial statements
1.
Description of business and significant accounting policies and
practices
Business: At Texas
Instruments (TI), we design and make semiconductors that we sell to electronics
designers and manufacturers all over the world. We have three reportable
segments, which are established along major product categories as
follows:
Analog –
consists of high-performance analog (includes data converters, amplifiers and
interface products), high-volume analog & logic and power
management,
Embedded
Processing – consists of digital signal processors (DSPs) and microcontrollers
used in catalog, communications infrastructure and automotive applications,
and
Wireless
– consists of DSPs and analog used in basebands for handsets, OMAP™ applications
processors and connectivity products for wireless
applications.
In
addition, we report the results of our remaining business activities in Other.
Other includes DLP® products, calculators, reduced-instruction set computing
(RISC) microprocessors, application-specific integrated circuits (ASIC) products
and royalties received for our patented technology that we license to other
electronics companies. See Note 14 for additional information on our business
segments.
Acquisitions – In the second
quarter of 2009, we expanded our microcontroller portfolio by acquiring Luminary
Micro for net cash of $51 million and other consideration of $7 million. We
recognized $15 million of goodwill, which is not expected to be deductible for
tax purposes, $41 million of intangible assets, and $2 million of other net
assets and liabilities. The former Luminary Micro operations were integrated
into our Embedded Processing segment.
In the
first quarter of 2009, we acquired CICLON Semiconductor Device Corporation
(CICLON), a designer of high-frequency, high-efficiency power management
semiconductors, for net cash of $104 million and other consideration of $7
million. We recognized $70 million of goodwill, which is not expected to be
deductible for tax purposes, $40 million of intangible assets, and $1 million of
other net assets and liabilities. The former CICLON operations were integrated
into our Analog segment.
In the
second quarter of 2008, to obtain design expertise and technology, we made two
acquisitions, both of which were integrated into our Analog segment, for net
cash of $19 million. We recognized $2 million of goodwill and $13 million of
intangible assets.
During
2007, to obtain design expertise and technology, we made three acquisitions,
including an asset acquisition, for net cash of $87 million. The asset
acquisition was integrated into our Wireless segment and the remaining two
acquisitions were integrated into our Analog segment. We recognized $48 million
of goodwill and $45 million of intangible assets.
With the
exception of the asset acquisition, all acquisitions were accounted for as
purchase business combinations. The results of operations for these acquisitions
have been included in our financial statements from their respective acquisition
dates. Pro forma information has not been presented for these acquisitions
because it would not be materially different from amounts reported.
Dispositions – In July 2007,
we completed the sale of our broadband digital subscriber line (DSL)
customer-premises equipment semiconductor product line, which was included in
Other, to Infineon Technologies AG (Infineon) for $61 million and recognized a
pre-tax gain of $39 million in cost of revenue.
Discontinued operations –
Income from discontinued operations in 2007 of $16 million (or $0.01 per share)
includes an income tax benefit related to a reduction of a state tax liability
associated with the sale of our former Sensors & Controls business, which
was renamed Sensata Technologies (Sensata).
Basis of
presentation: The consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
(U.S. GAAP). The basis of these financial statements is comparable for all
periods presented herein, except for the adoption of:
The
consolidated financial statements include the accounts of all subsidiaries. All
intercompany balances and transactions have been eliminated in consolidation.
All dollar amounts in the financial statements and tables in the notes, except
per-share amounts, are stated in millions of U.S. dollars unless otherwise
indicated. All amounts in the notes reference continuing operations unless
otherwise indicated.
The
preparation of financial statements requires the use of estimates from which
final results may vary.
TEXAS INSTRUMENTS 2009
ANNUAL REPORT n PAGE
8
Revenue recognition:
We recognize revenue from direct sales of our products to our customers,
including shipping fees, when title passes to the customer, which usually occurs
upon shipment or delivery, depending upon the terms of the sales order; when
persuasive evidence of an arrangement exists; and when collectibility is
reasonably assured. Estimates of product returns for quality reasons and of
price allowances (based on historical experience, product shipment analysis and
customer contractual arrangements) are recorded when revenue is recognized.
Allowances include volume-based incentives and special pricing arrangements. In
addition, we record allowances for accounts receivable that we estimate may not
be collected.
We
recognize revenue from direct sales of our products to our distributors, net of
allowances, consistent with the principles discussed above. Title transfers to
the distributors at delivery or when the products are pulled from consignment
inventory and payment is due on our standard commercial terms; payment terms are
not contingent upon resale of the products. We also grant discounts to some
distributors for prompt payments. We calculate credit allowances based on
historical data, current economic conditions and contractual terms. For
instance, we sell to distributors at standard published prices, but we may grant
them price adjustment credits in response to individual competitive
opportunities they may have. To estimate allowances for this type of credit, we
use statistical percentages of revenue, determined quarterly, based upon recent
historical adjustment trends.
We also
provide distributors an allowance to scrap certain slow-moving or obsolete
products in their inventory, estimated as a negotiated fixed percentage of each
distributor’s purchases from us. In addition, if we publish a new price for a
product that is lower than that paid by distributors for the same product still
remaining in each distributor’s on-hand inventory, we may credit them for the
difference between those prices. The allowance for this type of credit is based
on the identified product price difference applied to our estimate of each
distributor’s on-hand inventory of that product. We believe we can reasonably
and reliably estimate allowances for credits to distributors in a timely
manner.
We
determine the amount and timing of royalty revenue based on our contractual
agreements with intellectual property licensees. We recognize royalty revenue
when earned under the terms of the agreements and when we consider realization
of payment to be probable. Where royalties are based on a percentage of licensee
sales of royalty-bearing products, we recognize royalty revenue by applying this
percentage to our estimate of applicable licensee sales. We base this estimate
on historical experience and an analysis of each licensee’s sales results. Where
royalties are based on fixed payment amounts, we recognize royalty revenue
ratably over the term of the royalty agreement. Where warranted, revenue from
licensees may be recognized on a cash basis.
We
include shipping and handling costs in cost of revenue.
Stock-based
compensation: We have several stock-based employee compensation plans,
which are more fully described in Note 3. We account for all awards granted
under those plans at fair value and estimate fair values for non-qualified stock
options using the Black-Scholes option-pricing model with the assumptions listed
in Note 3.
Advertising costs: We
expense advertising and other promotional costs as incurred. This expense was
$42 million in 2009, $123 million in 2008 and $194 million in 2007.
Income taxes: We
account for income taxes using an asset and liability approach. We record the
amount of taxes payable or refundable for the current year and the deferred tax
assets and liabilities for future tax consequences of events that have been
recognized in the financial statements or tax returns. We record a valuation
allowance when it is more likely than not that some portion or all of the
deferred tax assets will not be realized.
Other assessed taxes:
Some transactions require us to collect taxes such as sales, value-added and
excise taxes from our customers. These transactions are presented in our
statements of income on a net (excluded from revenue) basis.
Earnings per share
(EPS): In 2008, the Financial Accounting Standards Board (FASB) issued an
update to Accounting Standards Codification (ASC) 260, Earnings per Share, that
required us to calculate EPS using the two-class method beginning January 1,
2009. As a result, unvested awards of share-based payments with rights to
receive dividends or dividend equivalents, such as our restricted stock units
(RSUs), are considered to be participating securities. Under the two-class
method, a portion of income from continuing operations or net income is
allocated to these participating securities and, therefore, is excluded from the
calculation of EPS allocated to common stock, as shown in the table below. We
have adopted the two-class method retroactively and, as a result, all prior
period earnings per share data presented herein have been adjusted to conform to
these provisions. The adoption of this standard resulted in a decrease of $.01
per share to the previously reported basic and diluted EPS for 2008 and a
decrease of $.01 to the previously reported diluted EPS for 2007.
TEXAS INSTRUMENTS 2009
ANNUAL REPORT n PAGE
9
Computation
and reconciliation of earnings per common share from continuing operations are
as follows (shares in millions):
Options
to purchase 135 million, 123 million and 46 million shares of common stock were
outstanding during 2009, 2008, and 2007 that were not included in the
computation of diluted earnings per share because their exercise price was
greater than the average market price of the common shares and, therefore, the
effect would be anti-dilutive.
Investments: We
present investments on our balance sheets as cash equivalents, short-term
investments or long-term investments. More specific details are as
follows:
Cash equivalents and short-term
investments: We consider investments in debt securities with original
maturities of three months or less to be cash equivalents. We consider
investments in liquid debt securities with maturities beyond three months from
the date of our investment as being available for use in current operations, and
include these investments in short-term investments. The primary objectives of
our cash equivalent and short-term investment activities are to preserve capital
and maintain liquidity while generating appropriate returns.
Long-term investments:
Long-term investments consist of auction-rate securities (debt instruments with
variable interest rates), mutual funds, venture capital funds and non-marketable
equity securities.
Classification of
investments: Depending on our reasons for holding the investment and our
ownership percentage, we classify investments in securities as
available-for-sale, trading, equity method or cost method investments, which are
more fully described in Note 7. We determine cost or amortized cost, as
appropriate, on a specific identification basis.
Inventories:
Inventories are stated at the lower of cost or estimated net realizable value.
Cost is generally computed on a currently adjusted standard cost basis, which
approximates costs on a first-in first-out basis. Standard costs are based on
the normal utilization of installed factory capacity. Costs associated with
underutilization of capacity are expensed as incurred. Inventory held at
consignment locations is included in our finished goods inventory, as we retain
full title and rights to the product.
We review
inventory quarterly for salability and obsolescence. A specific allowance is
provided for inventory considered unlikely to be sold. Remaining inventory
includes a salability and obsolescence allowance based on an analysis of
historical disposal activity. We write off inventory in the period in which
disposal occurs.
Property, plant and
equipment and other capitalized costs: Property, plant and equipment are
stated at cost and depreciated over their estimated useful lives using the
straight-line method. Leasehold improvements are amortized using the
straight-line method over the shorter of the remaining lease term or the
estimated useful lives of the improvements. We amortize acquisition-related
intangibles on a straight-line basis over the estimated economic life of the
assets. Capitalized software licenses generally are amortized on a straight-line
basis over the term of the license. Fully depreciated or amortized assets are
written off against accumulated depreciation or amortization.
TEXAS INSTRUMENTS 2009
ANNUAL REPORT n PAGE
10
Impairments of long-lived
assets: We regularly review whether facts or circumstances exist that
indicate the carrying values of property, plant and equipment or other
long-lived assets, including intangible assets, are impaired. We assess the
recoverability of assets by comparing the projected undiscounted net cash flows
associated with those assets to their respective carrying amounts. Any
impairment charge is based on the excess of the carrying amount over the fair
value of those assets. Fair value is determined by available market valuations,
if applicable, or by discounted cash flows (DCF).
Goodwill: Goodwill is
not amortized but is reviewed for impairment annually, or more frequently if
certain impairment indicators arise. We complete our annual goodwill impairment
tests as of October 1 for our reporting units. The test compares the fair value
for each reporting unit to its associated carrying value including
goodwill.
Foreign currency: The
functional currency for our non-U.S. subsidiaries is the U.S. dollar. Accounts
recorded in currencies other than the U.S. dollar are remeasured into the
functional currency. Current assets (except inventories), deferred income taxes,
other assets, current liabilities and long-term liabilities are remeasured at
exchange rates in effect at the end of each reporting period. Inventories, and
property, plant and equipment and depreciation thereon, are remeasured at
historic exchange rates. Revenue and expense accounts other than depreciation
for each month are remeasured at the appropriate daily rate of exchange.
Currency exchange gains and losses from remeasurement are credited or charged to
other income (expense) net (OI&E).
Derivatives and
hedging: We use derivative financial instruments to manage exposure to
foreign exchange risk. These instruments are primarily forward foreign currency
exchange contracts that are used as economic hedges to reduce the earnings
impact exchange rate fluctuations may have on our non-U.S. dollar net balance
sheet exposures or for specified non-U.S. dollar forecasted transactions. Gains
and losses from changes in the fair value of these forward foreign currency
exchange contracts are credited or charged to OI&E. We do not use
derivatives for speculative or trading purposes. We do not apply hedge
accounting to our foreign currency derivative instruments.
Changes in accounting
standards: In June 2009, the FASB Accounting Standards Codification™
(Codification) became the single source of authoritative U.S. GAAP. The
Codification did not create any new GAAP standards, but incorporated existing
accounting and reporting standards into a new topical structure with a new
referencing system to identify authoritative accounting standards, replacing the
prior references to Statement of Financial Accounting Standards (SFAS), Emerging
Issues Task Force (EITF), FASB Staff Position (FSP), etc. Authoritative
standards included in the Codification are designated by their ASC topical
reference, and new standards issued after July 1, 2009, are designated as
Accounting Standards Updates (ASUs), with a year and assigned sequence number.
References to prior standards have been updated to reflect the new
system.
In
October 2009, the FASB concurrently issued the following ASUs:
We expect
to apply these standards on a prospective basis for revenue arrangements entered
into or materially modified beginning January 1, 2011. We have evaluated the
potential impact of these standards and expect they will have no significant
impact on our financial position and results of operations.
2.
Restructuring activities
Costs
incurred with restructuring activities generally consist of voluntary and
involuntary severance-related expenses, asset impairments and other costs to
exit activities. We recognize voluntary termination benefits when the employee
accepts the offered benefit arrangement. We recognize involuntary
severance-related expenses depending on whether the termination benefits are
provided under an ongoing benefit arrangement or under a one-time benefit
arrangement. We recognize involuntary severance-related expenses associated with
an ongoing benefit arrangement once they are probable and the amounts are
estimable. We recognize involuntary severance-related expenses associated with a
one-time benefit arrangement once the benefits have been communicated to
employees.
TEXAS INSTRUMENTS 2009
ANNUAL REPORT n PAGE
11
Restructuring
activities have also resulted in asset impairments, which are included in
restructuring expense and are recorded as an adjustment to the basis of the
asset, not as a liability relating to a restructuring charge. When we commit to
a plan to abandon a long-lived asset before the end of its previously estimated
useful life, we accelerate the recognition of depreciation to reflect the use of
the asset over its shortened useful life. When an asset is held to be sold, we
write down the carrying value to its net realizable value and cease
depreciation.
2008 and 2009
actions
In
October 2008, we announced actions to reduce expenses in our Wireless segment,
especially our baseband operation. In January 2009, we announced actions that
included broad-based employment reductions to align our spending with weakened
demand. Combined, these actions eliminated about 3,900 jobs; they were completed
in 2009.
2007
actions
In
January 2007, we announced plans to change how we develop advanced digital
manufacturing process technology. Instead of separately creating our own core
process technology, we now work collaboratively with our foundry partners to
specify and drive the next generations of digital process technology.
Additionally, we stopped production at an older digital factory. These actions
eliminated about 300 jobs and were completed in 2007.
The table
below reflects the changes in accrued restructuring balances associated with
these actions:
*
Reflects charges and credits for postretirement benefit plan settlement,
curtailment and special termination benefits.
The
accrual balances above are a component of Accrued expenses and other liabilities
or Deferred credits and other liabilities on our balance sheets, depending on
the expected timing of payment.
Restructuring
expense recognized by segment from the actions above are as
follows:
TEXAS INSTRUMENTS 2009
ANNUAL REPORT n PAGE
12
3.
Stock-based compensation
These
amounts include expense related to non-qualified stock options, RSUs and to
stock options offered under our employee stock purchase plan.
We issue
awards of non-qualified stock options generally with graded vesting provisions
(e.g., 25 percent per year for four years). In such cases, we recognize the
related compensation cost on a straight-line basis over the minimum service
period required for vesting of the award. For awards to employees who are
retirement eligible or nearing retirement eligibility, we recognize compensation
cost on a straight-line basis over the longer of the service period required to
be performed by the employee in order to earn the award, or a six-month
period.
We also
issue RSUs, which generally vest four years after the date of grant. In such
cases, we recognize the related compensation costs on a straight-line basis over
the vesting period.
Fair value methods and
assumptions
We
estimate the fair values for non-qualified stock options under the long-term
incentive plans and director plans using the Black-Scholes option-pricing model
with the following weighted average assumptions:
We
determine expected volatility on all options granted after July 1, 2005, using
available implied volatility rates rather than on an analysis of historical
volatility. We believe that market-based measures of implied volatility are
currently the best available indicators of the expected volatility used in these
estimates.
We
determine expected lives of options based on the historical share option
exercise experience of our optionees using a rolling 10-year average. We believe
the historical experience method is the best estimate of future exercise
patterns currently available.
Risk-free
interest rates are determined using the implied yield currently available for
zero-coupon U.S. government issues with a remaining term equal to the expected
life of the options.
Expected
dividend yields are based on the approved annual dividend rate in effect and the
current market price of our common stock at the time of grant. No assumption for
a future dividend rate change is included unless there is an approved plan to
change the dividend in the near term.
The fair
value per share of RSUs that we grant is determined based on the market price of
our common stock on the date of grant.
The TI
Employees 2005 Stock Purchase Plan is a discount-purchase plan and consequently,
the Black-Scholes option-pricing model is not used to determine the fair value
per share of these awards. The fair value per share under this plan equals the
amount of the discount.
Long-term incentive and
director compensation plans
We have
stock options outstanding to participants under the Texas Instruments 1996
Long-Term Incentive Plan, the Texas Instruments 2000 Long-Term Incentive Plan,
the Texas Instruments 2003 Long-Term Incentive Plan and the Texas Instruments
2009 Long-Term Incentive Plan. No further grants may be made under the 1996,
2000 or 2003 plans. We also assumed stock options granted under the Burr-Brown
1993 Stock Incentive Plan and the Radia Communications, Inc. 2000 Stock
Option/Stock Issuance Plan. Unless the options are acquisition-related
replacement options, the option price per share may not be less than 100 percent
of the fair market value of our common stock on the date of the grant.
Substantially all the options have a 10-year term and vest ratably over four
years. Our options generally continue to vest after the option recipient
retires.
TEXAS INSTRUMENTS 2009
ANNUAL REPORT n PAGE
13
We have
RSUs outstanding under the 2000 Long-Term Incentive Plan, the 2003 Long-Term
Incentive Plan and the 2009 Long-Term Incentive Plan. Each RSU represents the
right to receive one share of TI common stock on the vesting date, which is
generally four years after the date of grant. Upon vesting, the shares are
issued without payment by the grantee. RSUs generally do not continue to vest
after the recipient’s retirement date.
Under the
2009 Long-Term Incentive Plan approved by stockholders in April 2009, we may
grant stock options, including incentive stock options, restricted stock and
RSUs, performance units and other stock-based awards. The plan provides for the
issuance of 75,000,000 shares of TI common stock. Shares issued under
acquisition-related replacement awards do not count against the shares available
for grant under the plan. In addition, if a stock-based award (other than an
acquisition-related replacement award) under any predecessor plan terminates,
the unissued shares subject to the award become available for grant under the
2009 plan.
Under our
2003 Director Compensation Plan, we made annual grants of stock options, RSUs
and other stock-based awards to each non-employee director. Beginning in 2007,
the plan provided for annual grants of 2,500 RSUs and of a stock option for
7,000 shares. The plan also provided for a one-time grant of 2,000 RSUs to each
new non-employee director of TI. No further grants of stock-based awards may be
made under the 2003 Director Compensation Plan.
In April
2009, our stockholders approved the Texas Instruments 2009 Director Compensation
Plan. The plan permits the grant of stock options, RSUs and other stock-based
awards to non-employee directors, as well as issuance of TI common stock upon
the distribution of stock units credited to deferred-compensation accounts
established for such directors. The plan provides for annual grants to
non-employee directors, and for a one-time grant of RSUs to each new
non-employee director, at the same levels described above under the 2003 plan.
The plan provides for the issuance of 2,000,000 shares of TI common
stock.
Stock
option and RSU transactions under the above-mentioned long-term incentive and
director compensation plans (including assumed stock options previously granted
under the Burr-Brown and Radia Communications, Inc. plans) during 2009 were as
follows:
The
weighted average grant-date fair value of RSUs granted during the years 2009,
2008 and 2007 was $15.78, $29.09 and $29.46 per share. For the years ended
December 31, 2009, 2008 and 2007, the total fair value of shares vested from RSU
grants was $28 million, $20 million and $12 million.
Summarized
information about stock options outstanding under the various long-term plans
mentioned above at December 31, 2009, is as follows:
During
the years ended December 31, 2009, 2008 and 2007, the aggregate intrinsic value
(i.e., the difference in the closing market price and the exercise price paid by
the optionee) of options exercised under these plans was $21 million, $110
million and $606 million.
TEXAS INSTRUMENTS 2009
ANNUAL REPORT n PAGE
14
Summarized
information as of December 31, 2009, about outstanding stock options that are
vested and expected to vest, as well as stock options that are currently
exercisable, is as follows:
As of
December 31, 2009, the total future compensation cost related to unvested stock
options and RSUs not yet recognized in the statements of income was $117 million
and $139 million. Of that total, $118 million, $85 million, $48 million and $5
million will be recognized in 2010, 2011, 2012 and 2013.
Employee stock purchase
plan
Under the
TI Employees 2005 Stock Purchase Plan, options are offered to all eligible
employees in amounts based on a percentage of the employee’s compensation. Under
the plan, the option price per share is 85 percent of the fair market value on
the exercise date, and options have a three-month term.
Options
outstanding under the plan at December 31, 2009, had an exercise price of $22.11
per share (85 percent of the fair market value of TI common stock on the date of
automatic exercise). Of the total outstanding options, none were exercisable at
year-end 2009.
Employee
stock purchase plan transactions during 2009 were as follows:
The
weighted average grant-date fair value of options granted under the employee
stock purchase plans during the years 2009, 2008 and 2007 was $3.13, $3.37 and
$5.10 per share. During the years ended December 31, 2009, 2008 and 2007, the
total intrinsic value of options exercised under these plans was $10 million,
$11 million and $11 million.
Effect on shares outstanding
and treasury shares
Our
practice is to issue shares of common stock upon exercise of stock options
generally from treasury shares and, on a limited basis, from previously unissued
shares. We settled stock option plan exercises using treasury shares of
6,695,583 in 2009; 11,217,809 in 2008 and 39,791,295 in 2007; and previously
unissued common shares of 93,648 in 2009; 85,472 in 2008 and 511,907 in
2007.
Upon
vesting of RSUs, we issued treasury shares of 977,728 in 2009; 544,404 in 2008
and 515,209 in 2007; and previously unissued common shares of zero in 2009; zero
in 2008 and 12,000 in 2007.
Shares
available for future grant and reserved for issuance are summarized
below:
TEXAS INSTRUMENTS 2009
ANNUAL REPORT n PAGE
15
Effect on cash
flows
Cash
received from the exercise of options was $109 million in 2009, $210 million in
2008 and $761 million in 2007. The related net tax impact realized was ($2)
million, $31 million and $204 million (which includes excess tax benefits
realized of $1 million, $19 million and $116 million) in 2009, 2008 and
2007.
4.
Profit sharing plans
Profit
sharing benefits are generally formulaic and determined by one or more
subsidiary or company-wide financial metrics. We pay profit sharing benefits
primarily under the company-wide TI Employee Profit Sharing Plan. This plan
provides for profit sharing to be paid based solely on TI’s operating margin for
the full calendar year. Under this plan, TI must achieve a minimum threshold of
10 percent operating margin before any profit sharing is paid. At 10 percent
operating margin, profit sharing will be 2 percent of eligible payroll. The
maximum amount of profit sharing available under the plan is 20 percent of
eligible payroll, which is paid only if TI’s operating margin is at or above 35
percent for a full calendar year.
We
recognized $102 million, $121 million and $180 million of profit sharing expense
under the TI Employee Profit Sharing Plan in 2009, 2008 and 2007.
5.
Income taxes
Principal
reconciling items from income tax computed at the statutory federal rate
follow:
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