Texas Instruments 8-K 2006
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): November 3, 2006
TEXAS INSTRUMENTS INCORPORATED
(Exact name of registrant as specified in charter)
12500 TI BOULEVARD
P.O. BOX 660199
DALLAS, TEXAS 75266-0199
(Address of principal executive offices)
Registrants telephone number, including area code: (972) 995-3773
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
On January 8, 2006, the Registrant entered into an agreement to sell substantially all of its former Sensors & Control segment to an affiliate of Bain Capital, LLC for $3 billion in cash. This sale was completed on April 27, 2006. The former Sensors & Controls business acquired by Bain Capital, LLC was renamed Sensata Technologies. As a result of the decision to sell and in accordance with generally accepted accounting principles, the Registrant began reporting that business as discontinued operations in its Quarterly Report on Form 10-Q for the period ending March 31, 2006.
The Registrant is filing this Current Report on Form 8-K to provide revised financial information and managements discussion and analysis that presents the former Sensors & Controls business as discontinued operations. Exhibit 99 to this Report contains the revised information, which is provided for all periods presented in the Registrants Annual Report on Form 10-K for the year ended December 31, 2005, filed with the Securities and Exchange Commission on February 28, 2006.
Other than as required to reflect the changes in discontinued operations described above and the subsequent events disclosure in Note 22 to the financial statements, the information presented in Exhibit 99 does not reflect events occurring after the filing of the original Form 10-K for the year ended December 31, 2005. For information concerning significant developments and other changes to the Registrants business since the filing of its original Form 10-K, please review the Registrants subsequent SEC filings.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This report 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, statements in this report that describe the Companys 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:
For a more detailed discussion of these factors, see the text under the heading Risk Factors in Item 1A of the Companys most recent Form 10-K. The forward-looking statements included in this report on Form 8-K are made only as of the date of this report, and the Company undertakes no obligation to update the forward-looking statements to reflect subsequent events or circumstances.
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.