Annual Reports

 
Quarterly Reports

  • 10-Q (Aug 3, 2017)
  • 10-Q (May 3, 2017)
  • 10-Q (Aug 4, 2016)
  • 10-Q (May 4, 2016)
  • 10-Q (Nov 5, 2015)
  • 10-Q (Aug 4, 2015)

 
8-K

 
Other

Texas Instruments 10-Q 2010

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32.1
  5. Ex-32.2
  6. Ex-32.2
form10-q.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 10-Q

 
S
QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2010
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                to 
 
Commission File Number 001-03761
 

 
TEXAS INSTRUMENTS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
 

 
Delaware
75-0289970
(State of Incorporation)
(I.R.S. Employer Identification No.)
 
12500 TI Boulevard, P.O. Box 660199, Dallas, Texas
75266-0199
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code 972-995-3773
 

 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  S   No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes  S   No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer S
 
Accelerated filer o
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o   No S
1,222,226,383
Number of shares of Registrant’s common stock outstanding as of
March 31, 2010
 


 
 

 

PART I - FINANCIAL INFORMATION
 
ITEM 1. Financial Statements.
 
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Income
(Millions of dollars, except share and per-share amounts)

   
For Three Months Ended March 31,
 
   
2010
   
2009
 
             
Revenue
  $ 3,205     $ 2,086  
Cost of revenue
    1,516       1,280  
Gross profit
    1,689       806  
Research and development
    370       386  
Selling, general and administrative
    359       305  
Restructuring expense
    10       105  
Operating profit
    950       10  
Other income (expense) net
    7       5  
Income before income taxes
    957       15  
Provision (benefit) for income taxes
    299       (2 )
Net income
  $ 658     $ 17  
                 
Earnings per common share:
               
Basic
  $ .53     $ .01  
Diluted
  $ .52     $ .01  
                 
Average shares outstanding (millions):
               
Basic
    1,233       1,275  
Diluted
    1,246       1,277  
                 
Cash dividends declared per share of common stock
  $ .12     $ .11  
 
See accompanying notes.
 
 
 

 

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(Millions of dollars)

   
For Three Months Ended March 31,
 
   
2010
   
2009
 
             
Net income
  $ 658     $ 17  
Other comprehensive income (loss):
               
Available-for-sale investments:
               
Unrealized gains, net of taxes
    1       9  
Net actuarial gains (losses) of defined benefit plans:
               
Adjustment, net of taxes
    (24 )     31  
Reclassification of recognized transactions, net of taxes
    17       12  
Prior service cost of defined benefit plans:
               
Adjustment, net of taxes
    --       (3 )
Total
    (6 )     49  
Total comprehensive income
  $ 652     $ 66  
 
See accompanying notes.

 
 

 

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Consolidated Balance Sheets
(Millions of dollars, except share amounts)

   
March 31,
   
December 31,
 
   
2010
   
2009
 
Assets
           
Current assets:
           
Cash and cash equivalents
  $ 1,217     $ 1,182  
Short-term investments
    1,574       1,743  
Accounts receivable, net of allowances of ($20) and ($23)
    1,526       1,277  
Raw materials
    95       93  
Work in process
    812       758  
Finished goods
    369       351  
Inventories
    1,276       1,202  
Deferred income taxes
    556       546  
Prepaid expenses and other current assets
    174       164  
Total current assets
    6,323       6,114  
Property, plant and equipment at cost
    6,763       6,705  
Less accumulated depreciation
    (3,601 )     (3,547 )
Property, plant and equipment, net
    3,162       3,158  
Long-term investments
    641       637  
Goodwill
    926       926  
Acquisition-related intangibles
    111       124  
Deferred income taxes
    893       926  
Capitalized software licenses, net
    219       119  
Overfunded retirement plans
    54       64  
Other assets
    41       51  
Total assets
  $ 12,370     $ 12,119  
                 
Liabilities and Stockholders’ Equity
               
Current liabilities:
               
Accounts payable
  $ 556     $ 503  
Accrued expenses and other liabilities
    756       841  
Income taxes payable
    317       128  
Accrued profit sharing and retirement
    90       115  
Total current liabilities
    1,719       1,587  
Underfunded retirement plans
    425       425  
Deferred income taxes
    68       67  
Deferred credits and other liabilities
    353       318  
Total liabilities
    2,565       2,397  
 
 
 

 
 
Stockholders’ equity:
           
Preferred stock, $25 par value.  Authorized – 10,000,000 shares.  Participating cumulative preferred.  None issued.
    --       --  
Common stock, $1 par value.  Authorized – 2,400,000,000 shares.  Shares issued:  March 31, 2010 -- 1,739,818,725; December 31, 2009 --  1,739,811,721
    1,740       1,740  
Paid-in capital
    1,095       1,086  
Retained earnings
    22,573       22,066  
Less treasury common stock at cost. Shares:  March 31, 2010 -- 517,592,342; December 31, 2009 -- 499,693,704
    (14,976 )     (14,549 )
Accumulated other comprehensive income (loss), net of taxes
    (627 )     (621 )
Total stockholders’ equity
    9,805       9,722  
Total liabilities and stockholders’ equity
  $ 12,370     $ 12,119  

See accompanying notes.

 
 

 
 
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Millions of dollars)

   
For Three Months Ended March 31,
 
   
2010
   
2009
 
Cash flows from operating activities:
           
Net income
  $ 658     $ 17  
Adjustments to net income:
               
Depreciation
    211       230  
Stock-based compensation
    47       50  
Amortization of acquisition-related intangibles
    13       10  
Deferred income taxes
    (11 )     3  
Increase (decrease) from changes in:
               
Accounts receivable
    (251 )     (218 )
Inventories
    (74 )     279  
Prepaid expenses and other current assets
    (10 )     8  
Accounts payable and accrued expenses
    (66 )     (119 )
Income taxes payable
    203       49  
Accrued profit sharing and retirement
    (23 )     (97 )
Other
    13       39  
Net cash provided by operating activities
    710       251  
                 
Cash flows from investing activities:
               
Additions to property, plant and equipment
    (219 )     (43 )
Purchases of short-term investments
    (599 )     (220 )
Sales and maturities of short-term investments
    768       729  
Purchases of long-term investments
    (2 )     (2 )
Redemptions and sales of long-term investments
    1       3  
Acquisitions, net of cash acquired
    --       (104 )
Net cash (used in) provided by investing activities
    (51 )     363  
                 
Cash flows from financing activities:
               
Dividends paid
    (149 )     (141 )
Sales and other common stock transactions
    29       18  
Stock repurchases
    (504 )     (101 )
Net cash used in financing activities
    (624 )     (224 )
                 
Net increase in cash and cash equivalents
    35       390  
Cash and cash equivalents, beginning of period
    1,182       1,046  
Cash and cash equivalents, end of period
  $ 1,217     $ 1,436  
 
See accompanying notes.
 
 
 

 
 
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Notes to Financial Statements>
 
1.
Description of business and significant accounting policies and practices. Texas Instruments (TI) designs and makes semiconductors that we sell to electronics designers and manufacturers; about 80,000 customers all over the world buy our products.

Basis of Presentation – The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (U.S. GAAP) and on the same basis as the audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2009.  The consolidated statements of income, statements of comprehensive income and statements of cash flows for the periods ended March 31, 2010 and 2009, and the balance sheet as of March 31, 2010, are not audited but reflect all adjustments that are of a normal recurring nature and are necessary for a fair statement of the results of the periods shown.  The consolidated balance sheet as of December 31, 2009, presented herein is derived from the audited consolidated balance sheet presented in our annual report on Form 10-K at that date.  Certain amounts in the prior periods’ financial statements have been reclassified to conform to the current period presentation.  Certain information and note disclosures normally included in annual consolidated financial statements have been omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission.  Because the consolidated interim financial statements do not include all of the information and notes required by U.S. GAAP for a complete set of financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in our annual report on Form 10-K for the year ended December 31, 2009.  The results for the three-month period are not necessarily indicative of a full year’s results.
 
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 share and per-share amounts, are stated in millions of U.S. dollars unless otherwise indicated.

Acquisitions – 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.  

The results of operations of this acquisition have been included in our financial statements from the acquisition date.

Use of 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 other income (expense) net (OI&E).  We do not use derivatives for speculative or trading purposes. We do not apply hedge accounting to our foreign currency derivative instruments.
 
Fair Values of Financial Instruments – The fair values of our derivative financial instruments were not significant at March 31, 2010.  Our investments in cash equivalents, short-term investments and certain long-term investments are carried at fair value and are disclosed in Note 5.  The carrying values for other current financial assets and liabilities, such as accounts receivable and accounts payable, approximate fair value due to the short maturity of such instruments.

Changes in Accounting Standards – In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2010 - 06 – Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements.  This standard amends the disclosure guidance with respect to fair value measurements for both interim and annual reporting periods. Specifically, this standard requires new disclosures for significant transfers of assets or liabilities between Level 1 and Level 2 in the fair value hierarchy; separate disclosures for purchases, sales, issuance and settlements of Level 3 fair value items on a gross, rather than net basis; and more robust disclosure of the valuation techniques and inputs used to measure Level 2 and Level 3 assets and liabilities. Except for the detailed disclosures of changes in Level 3 items, which will be effective for us as of January 1, 2011, the remaining new disclosure requirements were effective for us as of January 1, 2010. We have included these new disclosures, as applicable, in Note 5.

 
 

 

2.
Restructuring activities.  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.
 
The table below reflects the changes in accrued restructuring balances associated with these actions:

   
Severance and Benefits
   
Impairments and Other Charges
   
Total
 
                   
Accrual at December 31, 2009
  $ 84     $ 10     $ 94  
                         
Restructuring expense
    10       --       10  
Non-cash charges
    (10 )*     --       (10 )
Payments
    (40 )     --       (40 )
Remaining accrual at March 31, 2010
  $ 44     $ 10     $ 54  

* Reflects postretirement benefit plan settlement charges.

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 is as follows:

   
For Three Months Ended March 31,
 
   
2010
   
2009
 
             
Analog
  $ 4     $ 40  
Embedded Processing
    2       19  
Wireless
    3       34  
Other
    1       12  
Total
  $ 10     $ 105  


3.
Income taxes.  Federal income taxes for the interim periods presented have been included in the accompanying financial statements on the basis of an estimated annual effective tax rate.  The rate is based on current tax law and for 2010 does not assume reinstatement of the federal research tax credit, which expired at the end of 2009.  As of March 31, 2010, the estimated annual effective tax rate for 2010 is about 31 percent, which differs from the 35 percent statutory corporate tax rate primarily due to the effects of non-U.S. tax rates.

4.
Earnings per share (EPS).    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 and the two-class method is used for purposes of calculating EPS.  Under the two-class method, a portion of 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.

 
 

 

Computation and reconciliation of earnings per common share are as follows:

   
For Three Months Ended
   
For Three Months Ended
 
   
March 31, 2010
   
March 31, 2009
 
   
Income
   
Shares
   
EPS
   
Income
   
Shares
   
EPS
 
                                     
Basic EPS:
                                   
Net Income
  $ 658                 $ 17              
Less income allocated to RSUs
    (8 )                 --              
Income allocated to common stock  for basic EPS calculation
  $ 650       1,233     $ .53     $ 17       1,275     $ .01  
                                                 
Adjustment for dilutuve shares:
                                               
Stock-based compensation plans
            13                       2          
                                                 
Diluted EPS:
                                               
Net Income
  $ 658                     $ 17                  
Less income allocated to RSUs
    (8 )                     --                  
Income allocated to common stock for diluted EPS calculation
  $ 650       1,246     $ .52     $ 17       1,277     $ .01  

Options to purchase 101 million and 167 million shares of common stock that were outstanding during the first quarters of 2010 and 2009, respectively, 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.
  
5.
Valuation of debt and equity investments and certain liabilities.
 
Debt and equity investments
 
We classify our investments as available-for-sale, trading, equity method or cost method.  Most of our investments are classified as available-for-sale.

Available-for-sale securities consist primarily of money market funds and debt securities.  Available-for-sale securities are stated at fair value, which is generally based on market prices, broker quotes or, when necessary, financial models (see fair value discussion below).  We record other-than-temporary losses (impairments) on these securities in OI&E, and all other unrealized gains and losses as an increase or decrease, net of taxes, in accumulated other comprehensive income (AOCI).
 
Trading securities are stated at fair value based on market prices.  Our trading securities consist exclusively of mutual funds that hold a variety of debt and equity investments intended to generate returns that offset changes in certain deferred compensation liabilities.  We record changes in the fair value of our trading securities and the related deferred compensation liabilities in selling, general and administrative expense.
 
Our other investments are not measured at fair value but are accounted for using either the equity method or cost method.  These investments consist of interests in venture capital funds and other non-marketable equity securities.  Gains or losses from equity method investments are reflected in OI&E based on our ownership share of the investee’s financial results.  Gains and losses on cost method investments are recorded in OI&E when realized or when an impairment of the investment’s value is warranted based on our assessment of the recoverability of each investment. We determine cost or amortized cost, as appropriate, on a specific identification basis.

 
 

 

Details of our investments by class and related unrealized gains and losses included in AOCI are as follows:

   
March 31, 2010
   
December 31, 2009
 
   
Cash and Cash Equivalents
   
Short-Term Investments
   
Long-Term Investments
   
Cash and Cash Equivalents
   
Short-Term Investments
   
Long-Term Investments
 
                                     
Measured at fair value:
                                   
Available-for-sale
                                   
Money market funds
  $ 250     $ --     $ --     $ 563     $ --     $ --  
Corporate obligations
    50       518       --       100       438       --  
U.S. government agency and Treasury securities
    700       1,056       --       360       1,305       --  
Auction-rate securities
    --       --       457       --       --       458  
                                                 
                                                 
Trading
                                               
Mutual funds
    --       --       126       --       --       123  
Total
  $ 1,000     $ 1,574     $ 583     $ 1,023     $ 1,743     $ 581  
                                                 
                                                 
Other measurement basis:
                                               
Equity method investments
  $ --     $ --     $ 35     $ --     $ --     $ 33  
Cost method investments
    --       --       23       --       --       23  
Cash on hand
    217       --       --       159       --       --  
Total
  $ 1,217     $ 1,574     $ 641     $ 1,182     $ 1,743     $ 637  
                                                 
                                                 
Amounts included in AOCI from available-for-sale securities:
                                               
Unrealized gains (pre-tax)
  $ --     $ 2     $ --     $ --     $ 1     $ --  
Unrealized losses (pre-tax)
  $ --     $ --     $ 31     $ --     $ --     $ 32  

As of March 31, 2010, about 70 percent of our investments in the corporate obligations shown above are insured by either the Federal Deposit Insurance Corporation (FDIC) or the U.K. government.

As of March 31, 2010 and December 31, 2009, unrealized losses included in AOCI were associated with auction-rate securities.

As of March 31, 2010, we have determined that our available-for-sale investments with unrealized losses are not other-than-temporarily impaired.  We expect to recover the entire cost basis of these securities.  We do not intend to sell these investments, nor do we expect to be required to sell these investments before a recovery of the cost basis.  For the three months ended March 31, 2010 and 2009, we did not recognize in earnings any credit losses related to these investments.

For the three months ended March 31, 2010 and 2009, the proceeds from sales of available-for-sale securities prior to their scheduled maturities were $696 million and $588 million, respectively.  Gross realized gains and losses from these sales were not significant.

 
 

 

The following table presents the aggregate maturities of investments in money market funds and debt securities classified as available-for-sale at March 31, 2010:

Due
 
Fair Value
 
       
One year or less
  $ 2,198  
One to three years
    376  
Greater than three years (auction-rate securities)
    457  
 
Fair value
 
We measure and report our financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
 
The three-level hierarchy discussed below indicates the extent and level of judgment used to estimate fair value measurements.

Level 1 – Uses unadjusted quoted prices that are available in active markets for identical assets or liabilities as of the reporting date.
 
Level 2 – Uses inputs other than Level 1 that are either directly or indirectly observable as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active.  Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data.

Our Level 2 assets consist of corporate obligations and some U.S. government agency securities. We use a market approach to determine the fair value, primarily utilizing unadjusted quotes obtained from brokers or dealers based on observable prices for similar assets in active markets.
 
Level 3 – Uses inputs that are unobservable, supported by little or no market activity and reflect the use of significant management judgment.  These values are generally determined using pricing models that utilize management estimates of market participant assumptions.
 
We own auction-rate securities that are classified as Level 3 assets.  Auction-rate securities are debt instruments with variable interest rates that historically would periodically reset through an auction process.  There is currently no active market for auction-rate securities, so we use a discounted cash flow (DCF) model to determine the estimated fair value of these investments as of each quarter end.  The assumptions used in preparing the DCF model include estimates for the amount and timing of future interest and principal payments and the rate of return required by investors to own these securities in the current environment.  In making these assumptions we consider relevant factors including: the formula for each security that defines the interest rate paid to investors in the event of a failed auction; forward projections of the interest rate benchmarks specified in such formulas; the likely timing of principal repayments; the probability of full repayment considering the guarantees by the U.S. Department of Education of the underlying student loans and additional credit enhancements provided through other means; and, publicly available pricing data for student loan asset-backed securities that are not subject to auctions.  Our estimate of the rate of return required by investors to own these securities also considers the reduced liquidity for auction-rate securities.

To date, we have collected all interest on all of our auction-rate securities when due and expect to continue to do so in the future.  The principal associated with failed auctions will not be accessible until successful auctions resume, a buyer is found outside of the auction process, or issuers use a different form of financing to replace these securities.  Meanwhile, issuers continue to repay principal over time from cash flows prior to final maturity, or make final payments when they come due according to contractual maturities ranging from 13 to 37 years.  All of our auction-rate securities are backed by pools of student loans substantially guaranteed by the U.S. Department of Education and we continue to believe that the credit quality of these securities is high based on this guarantee.  As of March 31, 2010, all of these securities were rated AAA or Aaa by at least one of the major rating agencies.  One security (with a par value of $25 million) also had a long-term credit rating below AAA/Aaa and it was rated AAA/B3.  While our ability to liquidate auction-rate investments is likely to be limited for some period of time, we do not believe this will materially impact our ability to fund our working capital needs, capital expenditures, dividend payments or other business requirements.

 
 

 

The following are our assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2010 and December 31, 2009.  These tables do not include cash on hand, assets held by our postretirement plans or assets and liabilities that are measured at historical cost or any basis other than fair value.

   
Fair Value
                   
   
March 31,
   
Level
   
Level
   
Level
 
   
2010
    1     2     3  
                               
Assets:
                             
Money market funds
  $ 250     $ 250     $ --     $ --  
Corporate obligations
    568       50       518       --  
U.S. government agency and Treasury securities
    1,756       1,016       740       --  
Auction–rate securities
    457       --       --       457  
Mutual funds
    126       126       --       --  
Total assets
  $ 3,157     $ 1,442     $ 1,258     $ 457  
                                 
Liabilities:
                               
Contingent consideration
  $ 17     $ --     $ --     $ 17  
Deferred compensation
    152       152       --       --  
Total liabilities
  $ 169     $ 152     $ --     $ 17  

   
Fair Value
                   
   
December 31,
   
Level
   
Level
   
Level
 
   
2009
    1     2     3  
                               
Assets:
                             
Money market funds
  $ 563     $ 563     $ --     $ --  
Corporate obligations
    538       --       538       --  
U.S. government agency and Treasury securities
    1,665       911       754       --  
Auction–rate securities
    458       --       --       458  
Mutual funds
    123       123       --       --  
Total assets
  $ 3,347     $ 1,597     $ 1,292     $ 458  
                                 
Liabilities:
                               
Contingent consideration
  $ 18     $ --     $ --     $ 18  
Deferred compensation
    154       154       --       --  
Total liabilities
  $ 172     $ 154     $ --     $ 18  
 
The liabilities in the tables 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.

 
 

 

The following table provides a reconciliation of changes in the fair values for Level 3 assets and liabilities. There were no transfers of assets or liabilities between the different fair-value levels during the periods presented.

   
Level 3
 
Changes in fair value during the period (pre-tax):
 
Auction-rate securities
   
Contingent consideration
 
             
Beginning Balance, December 31, 2008
  $ 482     $ --  
New contingent consideration
    --       7  
Reduction in unrealized loss - included in AOCI
    12       --  
Redemptions at par
    (2 )     --  
Ending Balance, March 31, 2009
    492       7  
                 
New contingent consideration
    --       3  
Change in fair value of contingent consideration - included in operating profit
    --       8  
Reduction in unrealized loss - included in AOCI
    9       --  
Redemptions at par
    (43 )     --  
Ending Balance, December 31, 2009
    458       18  
                 
Change in fair value of contingent consideration - included in operating profit
    --       (1 )
Reduction in unrealized loss - included in AOCI
    1       --  
Redemptions at par
    (2 )     --  
Ending Balance, March 31, 2010
  $ 457     $ 17  

6.
Postretirement benefit plans.  Components of net periodic employee benefit cost are as follows:

   
U.S.
Defined Benefit
   
U.S.
Retiree Health Care
   
Non-U.S.
Defined Benefit
 
For three months ended March 31,
 
2010
   
2009
   
2010
   
2009
   
2010
   
2009
 
                                     
Service cost
  $ 5     $ 5     $ 1     $ 1     $ 9     $ 11  
Interest cost
    12       13       7       7       15       15  
Expected return on plan assets
    (13 )     (12 )     (6 )     (7 )     (18 )     (16 )
Amortization of prior service cost
    --       --       --       --       (1 )     (1 )
Recognized net actuarial loss
    5       4       3       2       7       10  
Net periodic benefit cost
  $ 9     $ 10     $ 5     $ 3     $ 12     $ 19  
                                                 
Settlement charges
    10       --       --       --       --       --  
Curtailment charges
    --       --       --       2       --       --  
Special termination benefit charges
    --       6       --       --       --       --  
Total, including charges
  $ 19     $ 16     $ 5     $ 5     $ 12     $ 19  

7.
Contingencies.  We routinely sell products with an intellectual property indemnification included in the terms of sale.  Historically, we have had only minimal, infrequent losses associated with these indemnities.  Consequently, we cannot reasonably estimate or accrue for any future liabilities that may result.

We accrue for known product-related claims if a loss is probable and can be reasonably estimated.  During the periods presented, there have been no material accruals or payments regarding product warranty or product liability. Historically, we have experienced a low rate of payments on product claims.  Although we cannot predict the likelihood or amount of any future claims, we do not believe they will have a material adverse effect on our financial condition, results of operations or liquidity.  Consistent with general industry practice, we enter into formal contracts with certain customers that include negotiated warranty remedies.  Typically, under these agreements, our warranty for semiconductor products includes:  three years coverage; an obligation to repair, replace or refund; and a maximum payment obligation tied to the price paid for our products.  In some cases, product claims may exceed the price of our products.  From time to time, we also negotiate contingent consideration payment arrangements associated with certain acquisitions, which are recorded at fair value.

 
 

 

We are subject to various legal and administrative proceedings.  Although it is not possible to predict the outcome of these matters, we believe that the results of these proceedings will not have a material adverse effect on our financial condition, results of operations or liquidity.
 
Discontinued Operations Indemnity – In connection with the 2006 sale of the former Sensors & Controls business, we have agreed to indemnify Sensata Technologies, Inc., for specified litigation matters and certain liabilities, including environmental liabilities.  Our indemnification obligations with respect to breaches of representations and warranties and the specified litigation matters are generally subject to a total deductible of $30 million and our maximum potential exposure is limited to $300 million. We have not made any indemnity payments related to this matter and do not expect that any potential payments related to this indemnity obligation would have a material adverse effect on our financial condition, results of operations or liquidity in future periods.
 
8.
Segment data.  In the first quarter of 2010, we transferred a low-power wireless product line from the Analog segment to the Wireless segment.  All segment results for prior periods have been restated to conform to this new presentation.

 
   
For Three Months Ended March 31,
 
   
2010
   
2009
 
Segment Revenue
           
             
Analog
  $ 1,367     $ 802  
Embedded Processing
    440       316  
Wireless
    717       563  
Other
    681       405  
Total revenue
  $ 3,205     $ 2,086  

 
   
For Three Months Ended March 31,
 
   
2010
   
2009
 
Segment Operating Profit (Loss)
           
             
Analog
  $ 398     $ (26 )
Embedded Processing
    73       2  
Wireless
    158       (22 )
Other
    321       56  
Total operating profit
  $ 950     $ 10  
 
See Note 2 for restructuring expenses impacting segment results for the three months ended March 31, 2010 and 2009.
 
 
 

 

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
The following should be read in conjunction with the Financial Statements and the related Notes that appear elsewhere in this document.  All dollar amounts in the tables in this discussion are stated in millions of U.S. dollars, except per-share amounts.
 
Overview
 
We design and make semiconductors that we sell to electronics designers and manufacturers all over the world.  We began operations in 1930.  We are incorporated in Delaware, headquartered in Dallas, Texas, and have design, manufacturing or sales operations in more than 30 countries.  We have four segments: Analog, Embedded Processing, Wireless and Other.  We expect Analog and Embedded Processing to be our primary growth engines in the years ahead, and we therefore focus our resources on these segments.
 
We were the world’s fourth largest semiconductor company in 2009 as measured by revenue, according to preliminary estimates from an external source.  Additionally, we sell calculators and related products.
 
Product information
 
Semiconductors are electronic components that serve as the building blocks inside modern electronic systems and equipment.  Semiconductors come in two basic forms: individual transistors and integrated circuits (generally known as “chips”) that combine multiple transistors on a single piece of material to form a complete electronic circuit.  Our semiconductors are used to accomplish many different things, such as converting and amplifying signals, interfacing with other devices, managing and distributing power, processing data, canceling noise and improving signal resolution.  Our portfolio includes products that are integral to almost all electronic equipment.
 
We sell custom and standard semiconductor products.  Custom products are designed for a specific customer for a specific application, are sold only to that customer and are typically sold directly to the customer.  The life cycles of custom products are generally determined by end-equipment upgrade cycles and can be as short as 12 to 24 months.   Standard products are designed for use by many customers and/or many applications and are generally sold through both distribution and direct channels.  They include both proprietary and commodity products.  The life cycles of standard products are generally longer than for custom products.
 
Additional information regarding each segment’s products follows.
 
Analog
 
Analog semiconductors change real-world signals – such as sound, temperature, pressure or images – by conditioning them, amplifying them and often converting them to a stream of digital data that can be processed by other semiconductors, such as digital signal processors (DSPs).  Analog semiconductors are also used to manage power distribution and consumption.  Sales to our Analog segment’s nearly 80,000 customers generated about 40 percent of our revenue in 2009. According to external sources, the worldwide market for analog semiconductors was about $32 billion in 2009.  Our Analog segment’s revenue in 2009 was $4.2 billion, or about 13 percent of this market, the leading position.  We believe that we are well-positioned to increase our market share over time.
 
Our Analog product lines are: high-volume analog & logic, high-performance analog and power management.
 
High-volume analog & logic products:  High-volume analog includes products for specific applications, including custom products.  The life cycles of our high-volume analog products are generally shorter than those of our high-performance analog products.  End markets for high-volume analog products include communications, automotive, computing and many consumer electronics products.  Logic and standard linear includes commodity products marketed to many different customers for many different applications.
 
High-performance analog products:  These include standard analog semiconductors, such as amplifiers, data converters and interface semiconductors (our portfolio includes more than 15,000 products), that we market to many different customers who use them in manufacturing a wide range of products sold in many end markets, including the industrial, communications, computing and consumer electronics markets.  High-performance analog products generally have long life cycles, often more than 10 years.
 
 
 

 

Power management products:  These include both standard and custom semiconductors that help customers manage power in any type of electronic system.  We design and manufacture power management semiconductors for both portable devices (battery-powered devices, such as handheld consumer electronics, laptop computers and cordless power tools) and line-powered systems (products that require an external electrical source, such as computers, digital TVs, wireless base stations and high-voltage industrial equipment).
 
Embedded Processing
 
Our Embedded Processing products include our DSPs (other than DSPs specific to our Wireless segment) and microcontrollers.  DSPs perform mathematical computations almost instantaneously to process or improve digital data.  Microcontrollers are designed to control a set of specific tasks for electronic equipment.  Sales of Embedded Processing products generated about 15 percent of our revenue in 2009.  The worldwide market for embedded processors was about $14 billion in 2009.  According to external sources, we have about 11 percent share in this fragmented market, and we believe we are well-positioned to increase our market share over time.
 
An important characteristic of our Embedded Processing products is that our customers often invest their own research and development (R&D) to write software that operates on our products.  This investment tends to increase the length of our customer relationships because customers prefer to re-use software from one product generation to the next.  We make and sell standard, or catalog, Embedded Processing products used in many different applications and custom Embedded Processing products used in specific applications, such as communications infrastructure equipment and automotive.
 
Wireless
 
Smart phones (phones which contain computing capability) are a rapidly growing portion of the cell phone market.  These devices require an applications processor to run the phone’s software and services, and other semiconductors to enable connectivity through means other than the cellular network (for example, Bluetooth® devices, WiFi networks or GPS location services).
 
We concentrate our Wireless investments on our OMAPTM applications processors and connectivity products.  These products are central to smart phones and offer growth opportunities with a broad set of customers.
 
We have discontinued investment in baseband chips, a market with shrinking competitive barriers and slowing growth rates.  We expect substantially all of our baseband revenue, which was $1.73 billion in 2009, to cease by the end of 2012.
 
Wireless products are typically sold in high volumes, and our Wireless portfolio includes both standard products and custom products.  Sales of Wireless products generated about 25 percent of our revenue in 2009, and a significant portion of our Wireless sales were to a single customer.
 
Other
 
Our Other segment includes revenue from sales from our smaller semiconductor product lines and of our handheld graphing and scientific calculators, as well as royalties received for our patented technology that we license to other electronics companies.  The semiconductor products in our Other segment include DLP® products (primarily used in projectors to create high-definition images) and custom semiconductors known as application-specific integrated circuits (ASICs).  This segment generated about 20 percent of our revenue in 2009.
 
Inventory
 
Our inventory practices differ by product, but we generally maintain inventory levels that are consistent with our expectations of customer demand.  Because of the longer product life cycles of standard products and their inherently lower risk of obsolescence, we generally carry more of those products than custom products.  Additionally, we sometimes maintain standard-product inventory in unfinished wafer form, allowing greater flexibility to meet final package and test configurations.  
 
As a result of two multi-year trends, in general we expect to carry higher levels of inventory relative to our revenue expectations (commonly viewed by investors as days of inventory) than in past years.  First, standard products have become a larger part of our portfolio.  Second, we have increased consignment programs for our largest customers and some distributors and, as a result, we now carry more inventory on average than in the past in order to service the needs of these customers.
 
 
 

 

Manufacturing
 
Semiconductor manufacturing begins with a sequence of photo-lithographic and chemical processing steps that fabricate a number of semiconductor devices on a thin silicon wafer.  Each device on the wafer is tested and the wafer is cut into pieces called chips.  Each chip is assembled into a package that then may be retested.  The entire process typically requires between 12 and 18 weeks and takes place in highly specialized facilities.
 
We own and operate semiconductor manufacturing facilities in North America, Asia and Europe.  These include both high-volume wafer fabrication and assembly/test facilities.  Our facilities require substantial investment to construct and are largely fixed-cost assets once in operation.  Because we own much of our manufacturing capacity, a significant portion of our operating cost is fixed.  In general, these fixed costs do not decline with reductions in customer demand or utilization of capacity, potentially hurting our profit margins.  Conversely, as product demand rises and factory utilization increases, the fixed costs are spread over increased output, potentially benefiting our profit margins.
 
The cost and lifespan of the equipment and processes we use to manufacture semiconductors varies by product.  Our Analog products and most of our Embedded Processing products can be manufactured using older, less expensive equipment than is needed for manufacturing advanced logic products, such as our Wireless products.  Advanced logic wafer manufacturing continually requires new and expensive processes and equipment.  In contrast, the processes and equipment required for manufacturing our Analog products and most of our Embedded Processing products do not have this requirement.
 
To supplement our internal wafer fabrication capacity and maximize our responsiveness to customer demand and return on capital expenditures, our wafer manufacturing strategy utilizes the capacity of outside suppliers, commonly known as foundries.  Our strategy involves installing internal wafer fabrication capacity to a level we believe will remain fully utilized over the equipment’s useful lifetime and then outsourcing remaining capacity needs to foundries.  In 2009, external foundries provided about 55 percent of the fabricated wafers for our advanced logic manufacturing needs.  We expect the proportion of our advanced logic wafers provided by foundries will increase over time.  We expect to maintain sufficient internal wafer fabrication capacity to meet the vast majority of our analog production needs.
 
In addition to using foundries to supplement our wafer fabrication capacity, we selectively use subcontractors to supplement our assembly/test capacity.  We generally use subcontractors for assembly/test of products that would be less cost-efficient to complete in-house (e.g., relatively low-volume products that are unlikely to keep internal equipment fully utilized), or when demand temporarily exceeds our internal capacity.  We believe we often have a cost advantage in maintaining internal assembly/test capacity.
 
Our internal/external manufacturing strategy reduces the level of our required capital expenditures, and thereby reduces our subsequent levels of depreciation below what it would be if we sourced all manufacturing internally.  Consequently, we experience less fluctuation in our profit margins due to changing product demand, and lower cash requirements for expanding and updating our manufacturing capabilities.
 
In 2009, to expand our existing wafer fabrication capacity, we began installing equipment in the industry’s first 300-millimeter analog wafer factory, located in Richardson, Texas, and are currently qualifying for production.  We also opened a new assembly/test facility in the Philippines to significantly increase our assembly/test capacity.
 
Product cycle
 
The global semiconductor market is characterized by constant, though generally incremental, advances in product designs and manufacturing processes.  Semiconductor prices and manufacturing costs tend to decline over time as manufacturing processes and product life cycles mature.  Typically, new chips are produced in limited quantities at first and then ramp to high-volume production over time.  Consequently, new products tend not to have a significant revenue impact for one or more quarters after their introduction.  In the results discussions below, changes in our shipments are caused by changing demand for our products unless otherwise noted.
 
 
 

 

Market cycle
 
The “semiconductor cycle” is an important concept that refers to the ebb and flow of supply.  The semiconductor market historically has been characterized by periods of tight supply caused by strengthening demand and/or insufficient manufacturing capacity, followed by periods of surplus inventory caused by weakening demand and/or excess manufacturing capacity.  This cycle is affected by the significant time and money required to build and maintain semiconductor manufacturing facilities.
 
Seasonality
 
Our revenue and operating results are subject to some seasonal variation.  Our semiconductor sales generally are seasonally weaker in the first quarter than in other quarters, particularly for products sold into cell phones and other consumer electronics devices, which have stronger sales later in the year as manufacturers prepare for the major holiday selling seasons.  Calculator revenue is tied to the U.S. back-to-school season and is therefore at its highest in the second and third quarters.  Royalty revenue is not always uniform or predictable, in part due to the performance of our licensees and in part due to the timing of new license agreements or the expiration and renewal of existing agreements.
 
Tax considerations
 
We operate in a number of tax jurisdictions and are subject to several types of taxes including those that are based on income, capital, property and payroll, as well as sales and other transactional taxes.  The timing of the final determination of our tax liabilities varies by jurisdiction and taxing authority.  As a result, during any particular reporting period, we might reflect in our financial statements one or more tax refunds or assessments, or changes to tax liabilities, involving one or more taxing authorities.
 
First-Quarter 2010 results
 
Our first-quarter revenue was $3.21 billion, net income was $658 million and earnings per share were 52 cents.
 
To support our expected growth, we invested in new manufacturing capacity for both wafer fabs and assembly/test facilities during the downturn in 2009. The strategic investments we’ve made over the years are delivering strong growth and market share gains.  This was the fourth quarter of excellent sequential revenue increases, with the combined revenue of our Analog and Embedded Processing businesses setting a new record level.
 
Momentum continues into the second quarter as demand for our products remains strong, and we add more manufacturing capacity to support our customers.  Production output is at an all-time high, and capacity will increase each quarter in 2010 as we add 200-millimeter equipment purchased last year and as we ramp the industry’s first 300-millimeter Analog facility, from which we will start shipments in the fourth quarter.
 
 
 

 
 
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
 
Statements of Income
(In millions, except per-share amounts)

   
For Three Months Ended
 
   
Mar. 31, 2010
   
Mar. 31, 2009
   
Dec. 31, 2009
 
                   
Revenue
  $ 3,205     $ 2,086     $ 3,005  
Cost of revenue
    1,516       1,280       1,416  
Gross profit
    1,689       806       1,589  
Research and development (R&D)
    370       386       355  
Selling, general and administrative (SG&A)
    359       305       347  
Restructuring expense
    10       105       12  
Operating profit
    950       10       875  
Other income (expense) net
    7       5       6  
Income before income taxes
    957       15       881  
Provision (benefit) for income taxes
    299       (2 )     226  
Net income
  $ 658     $ 17     $ 655  
                         
Earnings per common share:
                       
Basic
  $ .53     $ .01     $ .52  
Diluted
  $ .52     $ .01     $ .52  
                         
Average shares outstanding (millions):
                       
Basic
    1,233       1,275       1,243  
Diluted
    1,246       1,277       1,257  
                         
Cash dividends declared per share of common stock
  $ .12     $ .11     $ .12  
                         
Percentage of revenue:
                       
Gross profit
    52.7 %     38.6 %     52.9 %
R&D
    11.5 %     18.5 %     11.8 %
SG&A
    11.2 %     14.6 %     11.5 %
Operating profit
    29.7 %     0.5 %     29.1 %

 
Details of financial results
 
Revenue for the first quarter of 2010 was $3.21 billion, an increase of $1.12 billion, or 54 percent, from the year-ago quarter, and $200 million, or 7 percent from the prior quarter.  Revenue in all segments increased over the year-ago quarter primarily due to increased shipments across a broad range of products.  We typically have slightly lower revenue in the first quarter compared to the prior quarter due to seasonality.  However, this quarter our higher revenue reflected strength in a broad spectrum of markets, except for Wireless.  The decrease in Wireless revenue was primarily due to seasonally lower shipments of baseband products.
 
Gross profit for the first quarter of 2010 was $1.69 billion, or 52.7 percent of revenue, an increase of $883 million, or 110 percent, from the year-ago quarter.  Gross profit increased $100 million, or 6 percent, from the prior quarter.  The increase in gross profit in both comparisons was primarily due to higher revenue. The comparison with the year-ago quarter also benefited from a $170 million favorable impact from higher utilization of our fixed-cost manufacturing assets.  Our gross margin decreased from the prior quarter as utilization remained about even and compensation-related expenses increased.
 
 
 

 
 
Operating expenses for the first quarter of 2010 were $370 million for R&D and $359 million for SG&A.  R&D expense decreased $16 million, or 4 percent, from a year ago primarily due to lower Wireless baseband product development costs, partially offset by higher compensation-related costs.  R&D expense increased $15 million, or 4 percent, from the prior quarter due to higher compensation-related costs.  SG&A expense increased $54 million, or 18 percent, from the year-ago quarter, primarily due to higher compensation-related costs and, to a lesser extent, increased investments in sales and marketing activities.  Compared with the prior quarter SG&A expense increased $12 million, or 3 percent, from the prior quarter, due to higher compensation-related costs.
 
Restructuring costs in the first quarter of 2010 were $10 million, reflecting settlements of U.S. pension plan benefits for employees affected by actions taken in 2008 and 2009. This compares with $105 million in the year-ago quarter and $12 million in the previous quarter.  The restructuring costs in the first quarter of 2009 were primarily for severance and benefits costs.  These actions were completed in 2009 (see Note 2 to the Financial Statements for a detailed discussion of these charges and payments made during the quarter).
 
For the first quarter of 2010, our operating profit was $950 million, or 29.7 percent of revenue, compared with $10 million, or 0.5 percent of revenue, for the year-ago quarter, and $875 million, or 29.1 percent of revenue, for the previous quarter.  The increase in operating profit from a year ago was due to higher gross profit, and to a lesser extent, lower restructuring charges.  The increase from the prior quarter was also due to higher gross profit, which more than offset higher operating expenses.
 
As of March 31, 2010, the estimated annual effective tax rate for 2010 is expected to be about 31 percent (see Note 3 to the Financial Statements for additional information). The tax rate is based on current tax law and does not assume reinstatement of the federal research tax credit, which expired at the end of 2009.
 
Quarterly income taxes are calculated using the estimated annual effective tax rate.
 
For the first quarter of 2010 our tax provision was $299 million, compared with a net tax benefit of $2 million in the year-ago quarter and a tax provision of $226 million in the previous quarter. The increase in the tax provision from both periods was primarily due to higher income before income taxes.
 
In the first quarter of 2010, our net income was $658 million, compared with net income of $17 million for the year-ago quarter and $655 million for the prior quarter. Earnings per share were $0.52, compared with $0.01 per share for the year-ago quarter and $0.52 per share for the prior quarter.
 
Orders in the first quarter were $3.64 billion, an increase of 66 percent from the year-ago quarter when orders were unusually weak as customers reduced their inventory in response to the slowing global economy. Compared with the prior quarter, orders were up 12 percent.
 
Segment results
 
All periods have been restated to reflect the transfer of a low-power wireless product line from our Analog segment to our Wireless segment. During 2009, revenue from this product line was $68 million, and it operated at a loss of $17 million.
 
Analog
 
     
1Q10
     
1Q09
   
1Q10
vs. 1Q09
     
4Q09
   
1Q10
vs. 4Q09
 
Revenue
 
$
1,367
   
$
802
     
70
%
 
$
1,263
     
8
%
Operating profit (loss) *
   
398
     
(26
)
   
--
%
   
383
     
4
%
Operating profit (loss) % of revenue
   
29.1
%
   
(3.2
%)
           
30.3
%
       
                                         
*Includes restructuring expenses of
 
$
4
   
40
           
$
6
         
 
Analog revenue increased 70 percent from the year-ago quarter, primarily due to increased shipments in all major product areas, especially high-volume analog & logic and power management products. The higher revenue and associated gross profit resulted in an improvement in operating profit compared with the year-ago quarter. Revenue increased 8 percent from the prior quarter, due about equally to higher shipments in all three major product areas. Operating profit increased 4 percent from the previous quarter due to the increase in revenue and higher associated gross profit, partially offset by higher operating expenses.
 
 
 

 

Embedded Processing
 
     
1Q10
     
1Q09
   
1Q10
vs. 1Q09
     
4Q09
   
1Q10
vs. 4Q09
 
Revenue
 
$
440
   
$
316
     
39
%
 
$
412
     
7
%
Operating profit*
   
73