2013 Form 10-K

2013 Form 10-K
TEXAS INSTRUMENTS INC
FORM
10-K
(Annual Report)
Filed 02/22/13 for the Period Ending 12/31/12
Address
Telephone
CIK
Symbol
SIC Code
Industry
Sector
Fiscal Year
P.O. BOX 660199
DALLAS, TX 75266
9729953773
0000097476
TXN
3674 - Semiconductors and Related Devices
Semiconductors
Technology
12/31
http://www.edgar-online.com
© Copyright 2013, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(mark one)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2012
OR
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 1-3761
TEXAS INSTRUMENTS INCORPORATED
(Exact name of Registrant as specified in its charter)
Delaware
(State of Incorporation)
75-0289970
(I.R.S. Employer Identification No.)
12500 TI Boulevard, P.O. Box 660199, Dallas, Texas
(Address of Principal Executive Offices)
75266-0199
(Zip Code)
Registrant’s Telephone Number, Including Area Code: 214-479-3773
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, par value $1.00
The NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes 
No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes No 
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  No Insert 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  No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. 
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. (Check one):
Large accelerated filer 
Accelerated filer Non-accelerated filer Smaller reporting company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes No 
The aggregate market value of voting stock held by non-affiliates of the Registrant was approximately $31,629,212,979 as of June 29, 2012.
1,104,787,389 (Number of shares of common stock outstanding as of January 31, 2013)
Parts I, II and IV hereof incorporate information by reference to the Registrant's 2012 annual report to stockholders. Part III hereof incorporates
information by reference to the Registrant's proxy statement for the 2013 annual meeting of stockholders.
PART I
ITEM 1. Business.
Company Overview
At TI, 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 35
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 2012 as measured by revenue, according to preliminary estimates from an
external source.
Financial information with respect to our segments and our operations outside the United States is contained in the note to the financial
statements captioned “Segment and geographic area data” in TI's 2012 annual report to stockholders. It is incorporated herein by reference to
such annual report.
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 products, more than 100,000 orderable parts, are integrated circuits that 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. This broad portfolio includes products that are integral to almost all electronic
equipment.
We sell catalog and, to a lesser extent, custom semiconductor products. Catalog products are designed for use by many customers and/or many
applications and are sold through both distribution and direct channels. The majority of our catalog products are proprietary, but some are
commodity products. The life cycles of catalog products generally span multiple years, with some products continuing to sell for decades after
their initial release. 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.
Our segments represent groups of similar products that are combined on the basis of similar design and development requirements, product
characteristics, manufacturing processes and distribution channels, and how management allocates resources and measures results. 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 in every electronic device, whether plugged into a wall or running off a
battery. We estimate that we sell our Analog products to more than 100,000 customers. These sales generated about 55 percent of our
revenue in 2012. According to external sources, the worldwide market for analog semiconductors was about $39 billion in 2012. Our
Analog segment's revenue in 2012 was about $7.0 billion, or about 18 percent of this fragmented market, the leading position. We believe
that we are well positioned to increase our market share over time.
Our Analog segment includes the following major product lines: High Volume Analog & Logic (HVAL), Power Management (Power),
High Performance Analog (HPA) and Silicon Valley Analog (SVA).
HVAL products: These include both high-volume analog and logic products. High-volume analog includes integrated analog products for
specific applications, including custom products. End markets for high-volume analog products include communications, automotive,
computing and many consumer electronics products. Logic includes some commodity products marketed to many different customers for
many different applications.
Power products: These include both catalog and application-specific products that help customers manage power in any type of electronic
system. We design and manufacture power management semiconductors for both portable devices
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(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 basestations and high-voltage industrial
equipment).
HPA products: These include catalog analog products, such as amplifiers, data converters and interface semiconductors, 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. HPA products generally have long life cycles, often more than 10 years.
SVA products: These consist of products that we acquired through our purchase of National Semiconductor Corporation (National) in 2011.
These include power management, data converter, interface and operational amplifier catalog analog products, nearly all of which are
complementary to our other Analog products. This portfolio of thousands of products is marketed to many different customers who use them
in manufacturing a wide range of products sold in many end markets. SVA products generally have long life cycles, often more than 10
years.
Embedded Processing
Our Embedded Processing products include our DSPs 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 2012. According to external sources, the worldwide
market for embedded processors was about $17 billion in 2012. Our Embedded Processing segment's revenue in 2012 was about $2.0
billion. This was the number two position and represented about 12 percent of this fragmented market. 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 catalog Embedded Processing products used
in many different applications and application-specific Embedded Processing products used in communications infrastructure equipment
and automotive applications.
Wireless
During 2012, our Wireless products consisted of OMAP TM applications processors, connectivity products and baseband products. We
concentrated our Wireless investments on OMAP applications processors and connectivity products for the smartphone and consumer tablet
markets. Sales of Wireless products generated about $1.4 billion, or about 11 percent, of our revenue for 2012, of which OMAP and
connectivity products represented about $1.1 billion. We had $0.3 billion in revenue from baseband products, a product line that we have
previously announced we are exiting.
In November 2012, we announced that we would restructure our Wireless business to focus investments on embedded markets with greater
potential for sustainable growth. Specifically, we now focus our OMAP applications processors and connectivity products on embedded
applications with long life cycles instead of on the smartphone and consumer tablet markets, where large customers are increasingly
developing their own custom chips. These changes will result in lower resource and investment demands and, as we have previously
announced, elimination of the Wireless segment.
Embedded OMAP applications processors, which often use a standard operating system such as Android, Linux, QNX or Windows, are
used in applications that are multi-function, need a graphically intensive user interface and often are connected to the Internet. Embedded
connectivity products include low-power wireless network standards like Zigbee ® , and other technologies such as Bluetooth ® , WiFi, GPS
and Near Field Communications. Both of these product lines have many of the same characteristics as those in our Embedded Processing
segment and will be reported in that segment beginning with our first-quarter 2013 financial report. In 2012, sales of these products were
about $150 million.
We expect our revenue from OMAP and connectivity products sold into smartphone and consumer tablet applications to decline rapidly in
2013 and to substantially cease by the end of the year. We also expect baseband revenue to be essentially zero in 2013. Beginning with our
first-quarter 2013 financial report, financial results for Wireless products for the smartphone and consumer tablet markets will be included in
Other.
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Other
Other includes revenue from our smaller product lines, such as DLP ® (primarily used in projectors to create high-definition images), custom
semiconductors known as application-specific integrated circuits (ASICs) and calculators. It also includes royalties received for our patented
technology that we license to other electronics companies and revenue from transitional supply agreements related to acquisitions and
divestitures. Other generated about $2.5 billion, or about 19 percent of our revenue, in 2012. We also include in Other certain acquisitionrelated charges that are not used in evaluating results of and allocating resources to our Analog, Embedded Processing and Wireless
segments. These charges include certain fair-value adjustments, restructuring charges, transaction expenses, acquisition-related retention
bonuses and amortization of intangible assets. Other also includes certain corporate-level items, such as litigation and environmental costs,
insurance proceeds, and assets and liabilities associated with our centralized operations, such as our worldwide manufacturing, facilities and
procurement operations.
Applications for Our Products
The table below lists the major end markets that used our products in 2012 and the approximate percentage of our 2012 product revenue that the
market represented. The chart also lists the most frequent applications and our products used within these key markets.
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End Market
Communications
(31% of product
revenue)
Computing
(25% of product
revenue)
Industrial
(17% of product
revenue)
Consumer Electronics
(13% of product
revenue)
Automotive
(11% of product
revenue)
Education
(3% of product
revenue)
Applications
Phones and infrastructure equipment
Mobile connectivity solutions (including wireless LAN, global positioning
systems, Bluetooth ® , NFC)
Video conferencing
Printers
Hard disk drives
Monitors and projectors
Notebooks, netbooks, desktop computers and servers
Tablets
Digital power controls:
Switch mode power supplies
Uninterruptible power supplies
Motor controls:
Heating/ventilation/air conditioning
Industrial control motor drives
Power tools
Copiers
Security:
Biometrics (fingerprint identification and authentication) Intelligent sensing
(smoke and glass-breakage detection) Video analytics (surveillance)
Smart metering
Test and measurement
Point of service/portable data terminals
Medical diagnostic and monitoring equipment
LED lighting
Factory automation
Digital cameras
Gaming
Home and portable audio/visual equipment
Home appliances
Personal navigation devices
eBook readers
Pico projectors
Safety systems
Driver information/entertainment
Power train
Body systems
Handheld graphing and scientific calculators and peripheral hardware
Educational software
TI Products
Analog, Embedded
Processing, Wireless,
Other
Analog, Embedded
Processing, Wireless,
Other
Analog, Embedded
Processing, Wireless,
Other
Analog, Embedded
Processing, Wireless,
Other
Analog, Embedded
Processing, Wireless,
Other
Other
Market Characteristics
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.
Market cycle
The “semiconductor cycle” is an important concept that refers to the ebb and flow of supply and demand. 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
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capacity. These are typically referred to as upturns and downturns in the semiconductor cycle. The semiconductor 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
and fourth quarters and stronger in the second and third quarters, 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.
Competitive landscape
In each segment, we face significant global competition from numerous large and small companies, including both broad-based suppliers and
niche suppliers. Our competitors also include emerging companies, particularly in Asia, that sell products into the same markets in which we
operate. We believe that competitive performance in the semiconductor market generally depends on several factors, including the breadth of a
company's product line, the strength and depth of the sales network, technological innovation, technical support, customer service, quality,
reliability, price and scale.
The primary competitive factors for our Analog products include design proficiency, a diverse product portfolio to meet wide-ranging customer
needs, manufacturing process technologies that provide differentiated levels of performance, applications and sales support, and manufacturing
expertise and capacity. Our primary Analog competitors include Analog Devices, Inc.; Fairchild Semiconductor Corporation; Freescale
Semiconductor, Inc.; Infineon Technologies AG; Intersil Corporation; Linear Technology Corporation; Maxim Integrated Products, Inc.; NXP
Semiconductors N.V.; QUALCOMM Incorporated; Richtek Technology Corporation; and STMicroelectronics NV.
The primary competitive factors for our Embedded Processing products are the ability to design and cost-effectively manufacture products,
system-level knowledge about targeted end markets, installed base of software, software expertise, applications and sales support, and a
product's performance and power characteristics. Primary competitors of our Embedded Processing segment include Atmel Corporation;
Freescale Semiconductor, Inc.; Infineon Technologies AG; Microchip Technology, Inc.; NXP Semiconductors N.V.; Renesas Electronics
Corporation; and STMicroelectronics NV.
The primary competitive factors for our Wireless products are the ability to design and cost-effectively manufacture products, system-level
knowledge about targeted end markets, software expertise, applications support and a product's performance and power characteristics. Primary
Wireless competitors include Broadcom Corp.; CSR plc; Intel Corporation; Marvell Technology Group, Ltd.; NVIDIA Corporation;
QUALCOMM Incorporated; and Samsung LSI.
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, the wafer is cut into individual units and each unit is
assembled into a package that then is usually retested. The entire process takes place in highly specialized facilities and requires an average of 12
weeks, with most products completing within 8 to 16 weeks.
The cost and lifespan of the equipment and processes we use to manufacture semiconductors vary by technology. Our Analog products and most
of our Embedded Processing products can be manufactured using mature and stable, and therefore less expensive, equipment than is needed for
manufacturing advanced CMOS logic products, such as our Wireless products.
We own and operate semiconductor manufacturing facilities in North America, Asia, Japan and Europe. These include both 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.
We expect to maintain sufficient internal wafer fabrication capacity to meet the vast majority of our production needs. To supplement our
internal wafer fabrication capacity and maximize our responsiveness to customer demand and return on capital, our wafer manufacturing strategy
utilizes the capacity of outside suppliers, commonly known as foundries, and subcontractors. In 2012, we sourced about 20 percent of our total
wafers and about 75 percent of our advanced CMOS logic needs from external foundries.
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In 2011, we initiated closure of an older wafer fabrication facility in Hiji, Japan, and another in Houston, Texas. We expect to complete these
plant closures in 2013.
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 catalog products and their inherently lower risk of obsolescence, we generally carry more
inventory of those products than custom products. Additionally, we sometimes maintain catalog-product inventory in unfinished wafer form, as
well as higher finished-goods inventory of low-volume products, allowing greater flexibility in periods of high demand. We also have
consignment inventory programs in place for our largest customers and some distributors.
Design Centers
Our design centers provide design, engineering and product application support as well as after-sales customer service. The design centers are
strategically located around the world to take advantage of key technical and engineering talent and proximity to key customers.
Customers
Our products are sold to original equipment manufacturers (OEMs), original design manufacturers (ODMs), contract manufacturers and
distributors. (An OEM designs and sells products under its own brand that it manufactures in-house or has manufactured by others. An ODM
designs and manufactures products for other companies, which then sell those products under their own brand.) In 2012, no single customer
accounted for 10 percent or more of our revenue.
Sales and Distribution
We market and sell our semiconductor products through a direct sales force, distributors and authorized third-party sales representatives. We
have sales or marketing offices in 34 countries worldwide and have expanded our sales networks in the emerging markets of China, India and
Eastern Europe over the last few years. Distributors located around the world account for about 50 percent of our revenue. Our distributors
maintain an inventory of our products and sell directly to a wide range of customers. They also sell products from our competitors. Our
distribution network holds a mix of distributor-owned and TI-consigned inventory. Over time, we expect this mix will shift more toward
consignment. We sell our calculator products primarily through retailers and instructional dealers.
Acquisitions, Divestitures and Investments
From time to time we consider acquisitions and divestitures that may strengthen or better focus our business portfolio. We also make
investments directly or indirectly in private companies. Investments are focused primarily on next-generation technologies and markets strategic
to us. In September 2011, we acquired National Semiconductor Corporation.
Backlog
We define backlog as of a particular date as firm purchase orders with a customer-requested delivery date within a specified length of time. As
customer requirements and industry conditions change, orders may be, under certain circumstances, subject to cancellation or modification of
terms such as pricing, quantity or delivery date. Customer order placement practices continually evolve based on customers' individual business
needs and capabilities, as well as industry supply and capacity considerations. Accordingly, our backlog at any particular date may not be
indicative of revenue for any future period. Our backlog of orders was $1.17 billion at December 31, 2012, and $1.39 billion at December 31,
2011.
Raw Materials
We purchase materials, parts and supplies from a number of suppliers. In some cases we purchase such items from sole source suppliers. The
materials, parts and supplies essential to our business are generally available at present, and we believe that such materials, parts and supplies
will be available in the foreseeable future.
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Intellectual Property
We own many patents, and have many patent applications pending, in the United States and other countries in fields relating to our business. We
have developed a strong, broad-based patent portfolio and continually add patents to that portfolio. We also have agreements with numerous
companies involving license rights and anticipate that other license agreements may be negotiated in the future. In general, our license
agreements have multi-year terms and may be renewed after renegotiation.
Our semiconductor patent portfolio is an ongoing contributor to our revenue. We do not consider our business materially dependent upon any
one patent or patent license, although taken as a whole, our rights and the products made and sold under patents and patent licenses are important
to our business.
We often participate in industry initiatives to set technical standards. Our competitors may also participate in the same initiatives. Participation in
these initiatives may require us to license our patents to other companies.
We own trademarks that are used in the conduct of our business. These trademarks are valuable assets, the most important of which are “Texas
Instruments” and our corporate monogram. Other valuable trademarks include OMAP TM and DLP ® .
Research and Development
Our R&D expense was $1.88 billion in 2012, compared with $1.72 billion in 2011 and $1.57 billion in 2010. Our primary areas of R&D
investment were Analog, Embedded Processing and Wireless products. As announced in November 2012, we are discontinuing future
investments in Wireless OMAP processors and connectivity solutions for smartphones and consumer tablets.
We conduct most of our R&D internally. However, we also closely engage with a wide range of third parties, including software suppliers,
universities and select external industry consortia, and we collaborate with our foundry suppliers on semiconductor manufacturing technology.
From time to time we may terminate R&D projects before completion or decide not to manufacture and sell a developed product. We do not
expect that all of our R&D projects will result in products that are ultimately released for sale, or that our projects will contribute significant
revenue until at least a few years following completion.
Executive Officers of the Registrant
The following is an alphabetical list of the names and ages of the executive officers of the company and the positions or offices with the
company presently held by each person named:
Name
Niels Anderskouv
Stephen A. Anderson
Brian T. Crutcher
R. Gregory Delagi
David K. Heacock
Joseph F. Hubach
Sami Kiriaki
Melendy E. Lovett
Kevin P. March
Robert K. Novak
Kevin J. Ritchie
John J. Szczsponik, Jr.
Richard K. Templeton
Teresa L. West
Darla H. Whitaker
Age
43
51
40
50
52
55
52
54
55
47
56
52
54
52
47
Position
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President, Secretary and General Counsel
Senior Vice President
Senior Vice President (President, Education Technology)
Senior Vice President and Chief Financial Officer
Senior Vice President
Senior Vice President
Senior Vice President
Director; Chairman of the Board; President and Chief Executive Officer
Senior Vice President
Senior Vice President
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The term of office of the above-listed officers is from the date of their election until their successor shall have been elected and qualified. All
executive officers of the company have been employees of the company for more than five years. Mses. Lovett, West and Whitaker and Messrs.
Delagi, Heacock, Hubach, March, Ritchie and Templeton have served as executive officers of the company for more than five years. Messrs.
Anderson and Novak became executive officers of the company in 2008. Mr. Szczsponik became an executive officer of the company in 2009.
Messrs. Crutcher and Kiriaki became executive officers of the company in 2010. Mr. Anderskouv became an executive officer of the company in
2012.
Employees
At December 31, 2012, we had 34,151 employees.
Available Information
Our Internet address is www.ti.com. Information on our web site is not a part of this report. We make available, free of charge, through our
investor relations web site our reports on Forms 10-K, 10-Q and 8-K, and amendments to those reports, as soon as reasonably practicable after
they are filed with the SEC. Also available through the TI investor relations web site are reports filed by our directors and executive officers on
Forms 3, 4 and 5, and amendments to those reports.
Available on our web site at www.ti.com/corporategovernance are: (i) our Corporate Governance Guidelines; (ii) charters for the Audit,
Compensation, and Governance and Stockholder Relations Committees of our board of directors; (iii) our Code of Business Conduct; and (iv)
our Code of Ethics for TI Chief Executive Officer and Senior Financial Officers. Stockholders may request copies of these documents free of
charge by writing to Texas Instruments Incorporated, P.O. Box 660199, MS 8657, Dallas, Texas, 75266-0199, Attention: Investor Relations.
ITEM 1A.
Risk Factors.
You should read the following Risk Factors in conjunction with the factors discussed elsewhere in this and other of our filings with the
Securities and Exchange Commission (SEC) and in materials incorporated by reference in these filings. These Risk Factors are intended to
highlight certain factors that may affect our financial condition and results of operations and are not meant to be an exhaustive discussion of risks
that apply to companies like TI with broad international operations. Like other companies, we are susceptible to macroeconomic downturns in
the United States or abroad that may affect the general economic climate and our performance and the performance of our customers. Similarly,
the price of our securities is subject to volatility due to fluctuations in general market conditions, actual financial results that do not meet our
and/or the investment community's expectations, changes in our and/or the investment community's expectations for our future results and other
factors, many of which are beyond our control.
Cyclicality in the Semiconductor Market May Affect Our Performance.
Semiconductor products are the principal source of our revenue. The semiconductor market historically has been cyclical and subject to
significant and often rapid increases and decreases in product demand. These changes could have adverse effects on our results of operations,
and on the market price of our securities. The results of our operations may be adversely affected in the future if demand for our semiconductors
decreases or if this market or key end-equipment markets grow at a significantly slower pace than management expects.
Our Margins May Vary over Time.
Our profit margins may be adversely affected in the future by a number of factors, including decreases in our shipment volume, reductions in, or
obsolescence of our inventory and shifts in our product mix. In addition, the highly competitive market environment in which we operate might
adversely affect pricing for our products. Because we own much of our manufacturing capacity, a significant portion of our operating costs is
fixed. In general, these fixed costs do not decline with reductions in customer demand or utilization of manufacturing capacity, and can
adversely affect profit margins as a result.
The Technology Industry Is Characterized by Rapid Technological Change That Requires Us to Develop New Technologies and
Products.
Our results of operations depend in part upon our ability to successfully develop, manufacture and market innovative products in a rapidly
changing technological environment. We require significant capital to develop new technologies and products to meet changing customer
demands that, in turn, may result in shortened product life cycles. Moreover, expenditures for technology and product development are generally
made before the commercial viability for such developments can be assured.
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As a result, there can be no assurance that we will successfully develop and market these new products. There also is no assurance that the
products we do develop and market will be well received by customers, nor that we will realize a return on the capital expended to develop such
products.
We Face Substantial Competition That Requires Us to Respond Rapidly to Product Development and Pricing Pressures.
We face intense technological and pricing competition in the markets in which we operate. We expect this competition will continue to increase
from large competitors and from smaller competitors serving niche markets, and also from emerging companies, particularly in Asia, that sell
products into the same markets in which we operate. Certain of our competitors possess sufficient financial, technical and management resources
to develop and market products that may compete favorably against our products. The price and product development pressures that result from
competition may lead to reduced profit margins and lost business opportunities in the event that we are unable to match the price declines or cost
efficiencies, or meet the technological, product, support, software or manufacturing advancements of our competitors.
Our Performance Depends in Part on Our Ability to Enforce Our Intellectual Property Rights and to Develop and License New
Intellectual Property.
Access to worldwide markets depends in part on the continued strength of our intellectual property portfolio. There can be no assurance that, as
our business expands into new areas, we will be able to independently develop the technology, software or know-how necessary to conduct our
business or that we can do so without infringing the intellectual property rights of others. To the extent that we have to rely on licensed
technology from others, there can be no assurance that we will be able to obtain licenses at all or on terms we consider reasonable. The lack of a
necessary license could expose us to claims for damages and/or injunction from third parties, as well as claims for indemnification by our
customers in instances where we have a contractual or other legal obligation to indemnify them against damages resulting from infringement
claims.
With regard to our own intellectual property, we actively enforce and protect our rights. However, there can be no assurance that our efforts will
be adequate to prevent the misappropriation or improper use of our protected technology.
We benefit from royalty revenue generated from various patent license agreements. The amount of such revenue depends in part on negotiations
with new licensees, and with existing licensees in connection with renewals of their licenses. There is no guarantee that such negotiations will be
successful. Future royalty revenue also depends on the strength and enforceability of our patent portfolio and our enforcement efforts, and on the
sales and financial stability of our licensees. Additionally, consolidation of our licensees may negatively affect our royalty revenue. Royalty
revenue from licensees 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.
A Decline in Demand in Certain End-User Markets Could Have a Material Adverse Effect on the Demand for Our Products and Results
of Operations.
Our customer base includes companies in a wide range of end-user markets, but we generate a significant amount of revenue from sales to
customers in the communications- and computer-related industries and from sales to industrial customers. Within these end-user markets, a large
portion of our revenue is generated from sales to customers in the cell phone, personal computer and communications infrastructure markets.
Decline in one or several of these end-user markets could have a material adverse effect on the demand for our products and our results of
operations and financial condition.
Our Global Operations Subject Us to Risks Associated with Legal, Political, Economic or Other Changes.
We have facilities in more than 35 countries worldwide. About 90 percent of our revenue comes from shipments to locations outside the United
States; in particular, shipments of products into China typically represent a large portion of our revenue. Operating internationally exposes us to
changes in export controls and other laws or policies, as well as political and economic conditions, security risks, health conditions and possible
disruptions in transportation, communications and information technology networks of the various countries in which we operate. Any of these
could result in an adverse effect on our business operations and our financial results. Additionally, in periods when the U.S. dollar significantly
fluctuates in relation to the non-U.S. currencies in which we transact business, the remeasurement of non-U.S. dollar transactions can have an
adverse effect on our results of operations and financial condition.
11
Our Results of Operations Could be Affected by Natural Events in the Locations in Which We or Our Customers or Suppliers Operate.
We have manufacturing, data and design facilities and other operations in locations subject to natural occurrences such as severe weather and
geological events that could disrupt operations. In addition, our suppliers and customers have similar facilities and operations in such locations.
A natural disaster that results in a prolonged disruption to our operations, or the operations of our customers or suppliers, may adversely affect
our results and financial condition.
The Loss of or Significant Curtailment of Purchases by Any of Our Largest Customers Could Adversely Affect Our Results of
Operations.
While we generate revenue from thousands of customers worldwide, the loss of or significant curtailment of purchases by one or more of our top
customers (including curtailments due to a change in the design or manufacturing sourcing policies or practices of these customers, or the timing
of customer or distributor inventory adjustments) may adversely affect our results of operations and financial condition.
Incorrect Forecasts of Customer Demand Could Adversely Affect Our Results of Operations.
Our ability to match inventory and production with the product mix needed to fill orders may affect our ability to meet a quarter's revenue
forecast. In addition, when responding to customers' requests for shorter shipment lead times, we manufacture products based on forecasts of
customers' demands. These forecasts are based on multiple assumptions. If we inaccurately forecast customer demand, we may hold inadequate,
excess or obsolete inventory that would reduce our profit margins and adversely affect our results of operations and financial condition.
Our Performance Depends on the Availability and Cost of Raw Materials, Utilities, Critical Manufacturing Equipment, Manufacturing
Processes and Third-Party Manufacturing Services.
Our manufacturing processes and critical manufacturing equipment, and those of some of our customers and suppliers, require that certain key
raw materials and utilities be available. Limited or delayed access to and high costs of these items could adversely affect our results of
operations. Additionally, the inability to timely implement new manufacturing technologies or install manufacturing equipment could adversely
affect our results of operations. We subcontract a portion of our wafer fabrication and assembly and testing of our integrated circuits. We also
depend on third parties to provide advanced logic manufacturing process technology development. A limited number of third parties perform
these functions, and we do not have long-term contracts with all of them. Reliance on these third parties involves risks, including possible
shortages of capacity in periods of high demand, the third parties' inability to develop and deliver advanced logic manufacturing process
technology in a timely, cost effective and appropriate manner and the possibility of third parties imposing increased costs on us.
Our Results of Operations Could be Affected by Changes in Tax-Related Matters.
We have facilities in more than 35 countries worldwide and as a result are subject to taxation and audit by a number of taxing authorities. Tax
rates vary among the jurisdictions in which we operate. Our results of operations could be affected by market opportunities or decisions we make
that cause us to increase or decrease operations in one or more countries, or by changes in applicable tax rates or audits by the taxing authorities
in countries in which we operate.
In addition, we are subject to laws and regulations in various jurisdictions that determine how much profit has been earned and when it is subject
to taxation in that jurisdiction. Changes in these laws and regulations could affect the locations where we are deemed to earn income, which
could in turn affect our results of operations. We have deferred tax assets on our balance sheet. Changes in applicable tax laws and regulations or
in our business performance could affect our ability to realize those deferred tax assets, which could also affect our results of operations. Each
quarter we forecast our tax liability based on our forecast of our performance for the year. If that performance forecast changes, our forecasted
tax liability will change.
Our Operations Could be Affected by Changes in Environmental, Safety and Health Laws and Regulations.
We are subject to environmental, safety and health laws and regulations in the jurisdictions in which we operate our business, particularly those
in which we manufacture our products. If we fail to comply with these laws and regulations, we could be subject to fines, penalties or other legal
liability. Furthermore, should these laws and regulations be amended or expanded, or new ones enacted, we could incur materially greater
compliance costs or restrictions on our ability to manufacture our products and operate our business, particularly if such laws and regulations:
require the use of abatement equipment beyond what we currently employ; require the addition or elimination of a raw material or process to or
from our current manufacturing
12
processes; or impose costs, fees or reporting requirements on the direct or indirect use of energy, or of materials or gases used or emitted into the
environment, in connection with the manufacture of our products. There can be no assurance that in all instances a substitute for a prohibited raw
material or process would be available, or be available at reasonable cost.
Our Results of Operations Could be Affected by Changes in the Financial Markets.
We maintain bank accounts, one or more multi-year revolving credit agreements, and a portfolio of investments to support the financing needs of
the company. Our ability to fund our daily operations, invest in our business, make strategic acquisitions and service our debt obligations
requires continuous access to our bank and investment accounts, as well as access to our bank credit lines that support commercial paper
borrowings and provide additional liquidity through short-term bank loans. If we are unable to access these accounts and credit lines (for
example, due to instability in the financial markets), our results of operations and financial condition could be adversely affected. Similarly, such
circumstances could also restrict our ability to access the capital markets or redeem our investments. If our customers or suppliers are unable to
access credit markets and other sources of needed liquidity, we may receive fewer customer orders or be unable to obtain needed supplies,
collect accounts receivable or access needed technology.
Material Impairments of Our Goodwill or Intangible Assets Could Adversely Affect Our Results of Operations.
Charges associated with impairments of our goodwill or intangible assets could adversely affect our financial condition and results of operations.
Goodwill is reviewed for impairment annually or more frequently if certain impairment indicators arise or upon the disposition of a significant
portion of a reporting unit. The review compares the fair value for each reporting unit to its associated book value including goodwill. A
decrease in the fair value associated with a reporting unit resulting from, among other things, unfavorable changes in the estimated future
discounted cash flow of the reporting unit, may require us to recognize impairments of goodwill. Most of our intangible assets are amortized
over their estimated useful lives, but they are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount of the asset may not be recoverable. If the sum of the future undiscounted cash flows expected to result from the use of the intangible
asset and its eventual disposition is less than the carrying amount of the asset, we would recognize an impairment loss to the extent the carrying
amount of the asset exceeds its fair value.
Our Results of Operations Could be Affected by Warranty Claims, Product Recalls or Product Liability.
We could be subject to warranty or product liability claims or claims based on epidemic or delivery failures that could lead to significant
expenses as we defend such claims or pay damage awards. The risk of a significant claim is generally greater for products used in health and
safety applications. In the event of a warranty claim, we may also incur costs if we decide to compensate the affected customer or end consumer.
We maintain product liability insurance, but there is no guarantee that such insurance will be available or adequate to protect against all such
claims. In addition, it is possible for one of our customers to recall a product containing a TI part. In such instances, we may incur costs and
expenses relating to the recall. Costs or payments we may make in connection with warranty, epidemic failure and delivery claims or product
recalls may adversely affect our results of operations and financial condition.
Our Continued Success Depends in Part on Our Ability to Retain and Recruit a Sufficient Number of Qualified Employees in a
Competitive Environment.
Our continued success depends in part on the retention and recruitment of skilled personnel, including technical, marketing, management and
staff personnel. There can be no assurance that we will be able to successfully retain and recruit the key personnel that we require.
Our Debt Could Affect Our Operations and Financial Condition.
From time to time, we issue debt securities with various interest rates and maturities. While we believe we will have the ability to service this
debt, our ability to make principal and interest payments when due depends upon our future performance, which will be subject to general
economic conditions, industry cycles, and business and other factors affecting our operations, including the other risk factors described under
Item 1A, many of which are beyond our control. In addition, our obligation to make principal and interest payments could divert funds that
otherwise would be invested in our operations, or cause us to raise funds through such means as the issuance of new debt or equity, or the
disposition of assets.
13
Our Ability to Successfully Implement Business and Organizational Changes Could Affect Our Business Plans and Results of
Operations.
From time to time, we undertake business and organizational changes, including acquisitions, divestitures and restructuring actions, to support or
carry out our strategic objectives. Our failure to successfully implement these changes could adversely affect our business plans and operating
results. For example, we may not realize the expected benefits of an acquisition if we are unable to timely and successfully integrate acquired
operations, product lines and technology, and our pre-acquisition due diligence may not identify all possible issues and risks that might arise
with respect to an acquisition. Further, we may not achieve or sustain the expected growth or cost savings benefits of business and organizational
changes, and restructuring charges could differ materially in amount and timing from our expectations.
Our Operating Results and Our Reputation Could be Adversely Affected by Breaches of Our Information Technology Systems.
We may be subject to breaches of our information technology systems caused by computer viruses, unauthorized access, sabotage, vandalism or
terrorism. Compromise of our information technology networks could result in unauthorized release of our, our customers' or our suppliers'
confidential or proprietary information, cause a disruption to our manufacturing and other operations, or result in release of employee personal
data, any of which could adversely affect our operating results and our reputation.
ITEM 1B.
Unresolved Staff Comments.
Not applicable.
ITEM 2.
Properties.
Our principal executive offices are located at 12500 TI Boulevard, Dallas, Texas. The following table indicates the general location of our
principal manufacturing and design operations and the reportable segments that make major use of them. Except as otherwise indicated, we own
these facilities.
Analog
Embedded
Processing
X
Wireless
Dallas, Texas
Sherman, Texas
X
X
Houston, Texas (3)
X
Tucson, Arizona (1)
X
Santa Clara, California
South Portland, Maine
X
X
Aguascalientes, Mexico (1)
X
Aizu, Japan
Miho, Japan
X
X
X
X
X
X
X
X
Tokyo, Japan (1)
X
X
X
Chengdu, China (2)
X
Shanghai, China (1)
X
X
X
Bangalore, India (2)
X
X
X
Kuala Lumpur, Malaysia (2)
X
X
Melaka, Malaysia (2)
X
Baguio, Philippines (2)
X
X
X
Pampanga (Clark), Philippines (2)
X
X
X
(2)
X
X
X
X
X
X
Hiji, Japan
(2)(3)
Taipei, Taiwan
Freising, Germany
X
X
X
Nice, France (2)
X
Greenock, Scotland
X
14
X
________
(1)
Leased.
(2)
Portions of the facilities are leased and owned. This may include land leases, particularly for our non-U.S. sites.
(3)
As we announced in January 2012, the Houston, Texas, and Hiji, Japan, manufacturing facilities will be closed in 2013.
Our facilities in the United States contained approximately 16.5 million square feet at December 31, 2012, of which approximately 0.8 million
square feet were leased. Our facilities outside the United States contained approximately 11.1 million square feet at December 31, 2012, of
which approximately 2.2 million square feet were leased.
At the end of 2012, we occupied substantially all of the space in our facilities.
Leases covering our currently occupied leased facilities expire at varying dates generally within the next 5 years. We believe our current
properties are suitable and adequate for both their intended purpose and our current and foreseeable future needs.
ITEM 3.
Legal Proceedings.
We are involved in various inquiries and proceedings regarding laws and regulations related to the protection of the environment. These matters
involve various parties, including government agencies and, in certain cases, other potentially responsible parties. Although the factual situations
and the progress of each of these matters differ, we believe that the amount of our liability, if any, will not have a material adverse effect upon
our financial condition, results of operations or liquidity.
The Internal Revenue Code requires that companies disclose in their Form 10-K whether they have been required to pay penalties to the Internal
Revenue Service for certain transactions that have been identified by the IRS as abusive or that have a significant tax avoidance purpose. We
have not been required to pay any such penalties.
ITEM 4.
Mine Safety Disclosures.
Not applicable.
PART II
ITEM 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The information contained under the caption “Common stock prices and dividends” in our 2012 annual report to stockholders, and the
information concerning the number of stockholders of record at December 31, 2012, contained under the caption “Summary of selected financial
data” in such annual report are incorporated herein by reference to such annual report.
The following table shows our repurchases of our common stock in the fourth quarter of 2012:
ISSUER PURCHASES OF EQUITY SECURITIES
15
Period
October 1 through October 31, 2012
November 1 through November 30, 2012
December 1 through December 31, 2012
Total
Total
Number of
Shares
Purchased
2,653,100
17,735,200
169,700
20,558,000
Average
Price Paid
per Share
$
28.27
29.32
29.73
$
29.19
Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Plans or
Programs (1)
2,653,100
17,735,200
169,700
20,558,000
Approximate
Dollar Value of
Shares that
May Yet Be
Purchased
Under the
Plans or
Programs (1)
$ 4.40 billion
$ 3.88 billion
$ 3.87 billion
(2)
$ 3.87 billion
(3)
_______
(1)
All purchases during the quarter were made under the authorization from our board of directors to purchase up to $7.5 billion of additional
shares of TI common stock announced on September 16, 2010.
(2)
All purchases during the quarter were open-market purchases.
(3)
As of December 31, 2012, this amount consisted of the remaining portion of the $7.5 billion authorization announced on September 16,
2010. No expiration date was specified for these authorizations.
ITEM 6.
Selected Financial Data.
The information contained under the caption “Summary of selected financial data” for the years 2008 through 2012 in our 2012 annual report to
stockholders, is incorporated herein by reference to such annual report.
ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The information contained under the caption “Management's discussion and analysis of financial condition and results of operations” in our 2012
annual report to stockholders is incorporated herein by reference to such annual report.
ITEM 7A.
Quantitative and Qualitative Disclosures about Market Risk.
The information contained under the caption “Quantitative and qualitative disclosures about market risk” in our 2012 annual report to
stockholders is incorporated herein by reference to such annual report.
ITEM 8.
Financial Statements and Supplementary Data.
The consolidated financial statements of the company at December 31, 2012 and 2011, and for each of the three years in the period ended
December 31, 2012, and the report thereon of the independent registered public accounting firm, on pages 1 through 40 of our 2012 annual
report to stockholders, are incorporated herein by reference to such annual report.
The information contained under the caption “Quarterly financial data” in our 2012 annual report to stockholders is also incorporated herein by
reference to such annual report.
ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
ITEM 9A.
Controls and Procedures.
Disclosure Controls and Procedures
16
An evaluation as of the end of the period covered by this report was carried out under the supervision and with the participation of TI's
management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of TI's
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded that those disclosure controls and procedures were effective.
Internal Control over Financial Reporting
Management's assessment of our internal control over financial reporting is contained under the caption “Report by management on internal
control over financial reporting” in our 2012 annual report to stockholders and is incorporated herein by reference to such annual report.
The information contained under the caption “Report of independent registered public accounting firm on internal control over financial
reporting” in our 2012 annual report to stockholders is incorporated herein by reference to such annual report.
ITEM 9B.
Other Information.
Not applicable.
PART III
ITEM 10.
Directors, Executive Officers and Corporate Governance.
The information with respect to directors' names, ages, positions, term of office and periods of service, which is contained under the caption
“Election of directors” in our proxy statement for the 2013 annual meeting of stockholders, is incorporated herein by reference to such proxy
statement.
The information with respect to directors' business experience, which is contained under the caption “Board diversity and nominee
qualifications” in our proxy statement for the 2013 annual meeting of stockholders, is incorporated herein by reference to such proxy statement.
The information with respect to Section 16(a) beneficial ownership reporting compliance contained under the caption of the same name in our
proxy statement for the 2013 annual meeting of stockholders is incorporated herein by reference to such proxy statement.
A list of our executive officers and their biographical information appears in Part I, Item 1 of this report.
Code of Ethics
We have adopted the Code of Ethics for TI Chief Executive Officer and Senior Financial Officers. A copy of the Code can be found on our web
site at www.ti.com/corporategovernance. We intend to satisfy the disclosure requirements of the SEC regarding amendments to, or waivers from,
the Code by posting such information on the same web site.
Audit Committee
The information contained under the caption “Committees of the board” with respect to the audit committee and the audit committee financial
expert in our proxy statement for the 2013 annual meeting of stockholders is incorporated herein by reference to such proxy statement.
ITEM 11.
Executive Compensation.
The information contained under the captions “Director compensation” and “Executive compensation” in our proxy statement for the 2013
annual meeting of stockholders is incorporated herein by reference to such proxy statement.
17
The information contained under the caption “Compensation committee interlocks and insider participation” in our proxy statement for the 2013
annual meeting of stockholders is incorporated herein by reference to such proxy statement.
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Equity Compensation Plan Information
The following table sets forth information about the company's equity compensation plans as of December 31, 2012:
Plan Category
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders
Total
Number of
Securities
to be Issued
Upon
Exercise of
Outstanding
Options,
Warrants and
Rights
(a)
75,489,940
48,335,376
123,825,316
(1)
(4)
(5)
WeightedAverage
Exercise Price
of
Outstanding
Options,
Warrants and
Rights
(b)
$
27.24
$
27.61
$
27.38
(2)
(2)
Number of
Securities
Remaining
Available
for Future
Issuance
under Equity
Compensation
Plans (excluding
securities
reflected in
column (a))
(c)
98,867,103
0
98,867,103
(3)
(1) Includes shares of TI common stock to be issued under the Texas Instruments 2009 Long-Term Incentive Plan and predecessor plans, the
Texas Instruments 2009 Director Compensation Plan and the TI Employees 2005 Stock Purchase Plan. Also includes 1,672,923 shares of TI
common stock to be issued upon settlement of outstanding awards granted under the National Semiconductor Corporation 2009 Incentive
Award Plan, a plan approved by National stockholders. The company assumed the awards in connection with its acquisition of National.
(2) Restricted stock units and stock units credited to directors' deferred compensation accounts are settled in shares of TI common stock on a
one-for-one basis. Accordingly, such units have been excluded for purposes of computing the weighted-average exercise price.
(3) Shares of TI common stock available for issuance under the Texas Instruments 2009 Long-Term Incentive Plan, the Texas Instruments 2009
Director Compensation Plan and the TI Employees 2005 Stock Purchase Plan.
(4) Includes shares to be issued under the Texas Instruments 2003 Long-Term Incentive Plan. This plan was replaced by the Texas Instruments
2009 Long-Term Incentive Plan, which was approved by stockholders, and no further grants may be made under it. Also includes shares to
be issued under the Texas Instruments Directors Deferred Compensation Plan, the Texas Instruments Restricted Stock Unit Plan for
Directors and the Texas Instruments Stock Option Plan for Non-Employee Directors. These plans were replaced by the Texas Instruments
2003 Director Compensation Plan (which was replaced by the stockholder-approved 2009 Director Compensation Plan), and no further
grants may be made under them.
(5) Includes 99,639,098 shares for issuance upon exercise of outstanding grants of options, 23,375,234 shares for issuance upon vesting of
outstanding grants of restricted stock units, 681,951 shares for issuance under the TI Employees 2005 Stock Purchase Plan and 129,033
shares for issuance in settlement of directors' deferred compensation accounts.
Security Ownership of Certain Beneficial Owners and Management
The information that is contained under the captions “Security ownership of certain beneficial owners” and “Security ownership of directors and
management” in our proxy statement for the 2013 annual meeting of stockholders is incorporated herein by reference to such proxy statement.
ITEM 13.
Certain Relationships and Related Transactions, and Director Independence.
18
The information contained under the caption “Related person transactions” in our proxy statement for the 2013 annual meeting of stockholders is
incorporated herein by reference to such proxy statement.
The information contained under the caption “Director independence” in our proxy statement for the 2013 annual meeting of stockholders is
incorporated herein by reference to such proxy statement.
ITEM 14.
Principal Accountant Fees and Services.
The information with respect to principal accountant fees and services contained under the caption “Proposal to ratify appointment of
independent registered public accounting firm” in our proxy statement for the 2013 annual meeting of stockholders is incorporated herein by
reference to such proxy statement.
PART IV
ITEM 15.
Exhibits and Financial Statement Schedules.
(a) 1 and 2. Financial Statements and Financial Statement Schedules:
The financial statements are listed in the index on page 29 hereof.
19
3. Exhibits:
Designation of
Exhibit in
this Report
Description of Exhibit
3(a)
Restated Certificate of Incorporation of the Registrant, dated April 18, 1985 (incorporated by reference to
Exhibit 3(a) of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011).
3(b)
Certificate of Amendment to Restated Certificate of Incorporation of the Registrant, dated April 16, 1987
(incorporated by reference to Exhibit 3(b) of the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2011).
3(c)
Certificate of Amendment to Restated Certificate of Incorporation of the Registrant, dated April 21, 1988
(incorporated by reference to Exhibit 3(c) of the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2011).
3(d)
Certificate of Amendment to Restated Certificate of Incorporation of the Registrant, dated April 18, 1996
(incorporated by reference to Exhibit 3(d) of the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2011).
3(e)
Certificate of Ownership merging Texas Instruments Automation Controls, Inc. into the Registrant, dated
March 28, 1988 (incorporated by reference to Exhibit 3(e) of the Registrant's Annual Report on Form 10-K
for the year ended December 31, 2011).
3(f)
Certificate of Elimination of Designations of Preferred Stock of the Registrant, dated March 18, 1994
(incorporated by reference to Exhibit 3(f) of the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2011).
3(g)
Certificate of Ownership and Merger merging Tiburon Systems, Inc. into the Registrant, dated November
2, 1995 (incorporated by reference to Exhibit 3(g) of the Registrant's Annual Report on Form 10-K for the
year ended December 31, 2011).
3(h)
Certificate of Ownership and Merger merging Tartan, Inc. into the Registrant, dated June 21, 1995
(incorporated by reference to Exhibit 3(h) of the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2011).
3(i)
Certificate of Designation relating to the Registrant's Participating Cumulative Preferred Stock, dated June
23, 1998 (incorporated by reference to Exhibit 3(i) of the Registrant's Annual Report on Form 10-K for the
year ended December 31, 2011).
3(j)
Certificate of Elimination of Designation of Preferred Stock of the Registrant, dated June 18, 1998
(incorporated by reference to Exhibit 3(j) of the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2011).
3(k)
Certificate of Ownership and Merger merging Intersect Technologies, Inc. with and into the Registrant,
dated July 15, 1999 (incorporated by reference to Exhibit 3(k) of the Registrant's Annual Report on Form
10-K for the year ended December 31, 2011).
3(l)
Certificate of Ownership and Merger merging Soft Warehouse, Inc. with and into the Registrant, dated
September 23, 1999 (incorporated by reference to Exhibit 3(l) of the Registrant's Annual Report on Form
10-K for the year ended December 31, 2011).
20
Designation of
Exhibit in
this Report
3(m)
Description of Exhibit
Certificate of Ownership and Merger merging Silicon Systems, Inc. with and into the Registrant, dated
December 17, 1999 (incorporated by reference to Exhibit 3(m) of the Registrant's Annual Report on Form
10-K for the year ended December 31, 2011).
3(n)
Certificate of Amendment to Restated Certificate of Incorporation, dated April 20, 2000 (incorporated by
reference to Exhibit 3(n) of the Registrant's Annual Report on Form 10-K for the year ended December 31,
2011).
3(o)
Certificate of Ownership and Merger merging Power Trends, Inc. with and into the Registrant, dated May
31, 2001 (incorporated by reference to Exhibit 3(o) of the Registrant's Annual Report on Form 10-K for the
year ended December 31, 2011).
3(p)
Certificate of Ownership and Merger merging Amati Communications Corporation with and into the
Registrant, dated September 28, 2001 (incorporated by reference to Exhibit 3(p) of the Registrant's Annual
Report on Form 10-K for the year ended December 31, 2011).
3(q)
Certificate of Ownership and Merger merging Texas Instruments San Diego Incorporated with and into the
Registrant, dated August 27, 2002 (incorporated by reference to Exhibit 3(q) of the Registrant's Annual
Report on Form 10-K for the year ended December 31, 2011).
3(r)
Certificate of Ownership and Merger merging Texas Instruments Burlington Incorporated with and into the
Registrant, dated December 31, 2003 (incorporated by reference to Exhibit 3(r) of the Registrant's Annual
Report on Form 10-K for the year ended December 31, 2011).
3(s)
Certificate of Ownership and Merger merging Texas Instruments Automotive Sensors and Controls San
Jose Inc. with and into the Registrant, dated October 31, 2004 (incorporated by reference to Exhibit 3(s) of
the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011).
3(t)
Certificate of Elimination of Series B Participating Cumulative Preferred Stock (incorporated by reference
to Exhibit 3 to the Registrant's Current Report on Form 8-K filed June 23, 2008).
3(u)
By-Laws of the Registrant (incorporated by reference to Exhibit 3 to the Registrant's Current Report on
Form 8-K filed July 18, 2008).
4(a)
Underwriting Agreement (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on
Form 8-K filed May 23, 2011).
4(b)
Indenture (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed
May 23, 2011).
4(c)
Officer's Certificate (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8K filed May 23, 2011).
10(a)(i)
TI Deferred Compensation Plan (incorporated by reference to Exhibit 10(a) to the Registrant's Current
Report on Form 8-K filed January 7, 2009). (a)
10(a)(ii)
Amendment No. 1 to the TI Deferred Compensation Plan (incorporated by reference to Exhibit 10(a)(ii) to
the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009). (a)
21
Designation of
Exhibit in
this Report
10(a)(iii)
Description of Exhibit
Amendment No. 2 to the TI Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
10(b)(i)
TI Employees Non-Qualified Pension Plan (formerly named the TI Employees Supplemental Pension Plan),
effective January 1, 1998 (incorporated by reference to Exhibit 10(b)(i) of the Registrant's Annual Report
on Form 10-K for the year ended December 31, 2011). (a)
10(b)(ii)
First Amendment to TI Employees Non-Qualified Pension Plan (formerly named the TI Supplemental
Pension Plan), effective January 1, 2000 (incorporated by reference to Exhibit 10(b)(ii) of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 2011). (a)
10(b)(iii)
Second Amendment to TI Employees Non-Qualified Pension Plan (formerly named the TI Supplemental
Pension Plan), dated June 21, 2002 (incorporated by reference to Exhibit 10(b)(iii) of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 2011). (a)
10(b)(iv)
Third Amendment to TI Employees Non-Qualified Pension Plan (formerly named the TI Supplemental
Pension Plan), dated July 16, 2002 (incorporated by reference to Exhibit 10(b)(iv) of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 2011). (a)
10(b)(v)
Fourth Amendment to TI Employees Non-Qualified Pension Plan (formerly named the TI Supplemental
Pension Plan), dated November 21, 2003 (incorporated by reference to Exhibit 10(b)(v) of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 2011). (a)
10(b)(vi)
TI Employees Non-Qualified Pension Plan II (incorporated by reference to Exhibit 10(b) to the Registrant's
Current Report on Form 8-K filed January 7, 2009). (a)
10(c)
Texas Instruments Long-Term Incentive Plan, adopted April 15, 1993 (incorporated by reference to Exhibit
10(c) of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011). (a)
10(d)
Texas Instruments 1996 Long-Term Incentive Plan, adopted April 18, 1996 (incorporated by reference to
Exhibit 10(d) of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011). (a)
10(e)
Texas Instruments 2000 Long-Term Incentive Plan as amended October 16, 2008 (incorporated by
reference to Exhibit 10(e) to the Registrant's Annual Report on Form 10-K for the year ended December 31,
2008). (a)
10(f)
Texas Instruments 2003 Long-Term Incentive Plan as amended October 16, 2008 (incorporated by
reference to Exhibit 10(f) to the Registrant's Annual Report on Form 10-K for the year ended December
31, 2008).
10(g)
Texas Instruments Executive Officer Performance Plan as amended September 17, 2009 (incorporated by
reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2009). (a)
22
Designation of
Exhibit in
this Report
10(h)
Description of Exhibit
Texas Instruments Restricted Stock Unit Plan for Directors, as amended, dated April 16, 1998
(incorporated by reference to Exhibit 10(h) of the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2011).
10(i)
Texas Instruments Directors Deferred Compensation Plan, as amended, dated April 16, 1998 (incorporated
by reference to Exhibit 10(i) of the Registrant's Annual Report on Form 10-K for the year ended December
31, 2011).
10(j)
Texas Instruments Stock Option Plan for Non-Employee Directors, as amended, dated November 30, 2000
(incorporated by reference to Exhibit 10(j) of the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2011).
10(k)
Texas Instruments 2003 Director Compensation Plan as amended October 16, 2008 (incorporated by
reference to Exhibit 10(k) to the Registrant's Annual Report on Form 10-K for the year ended December
31, 2008).
10(l)
Form of Stock Option Agreement for Executive Officers under the Texas Instruments 2009 Long-Term
Incentive Plan. (a)(b)
10(m)
Form of Restricted Stock Unit Agreement under the Texas Instruments 2009 Long-Term Incentive Plan. (a)
(b)
10(n)
Texas Instruments 2009 Long-Term Incentive Plan as amended September 17, 2009 (incorporated by
reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2009).
10(o)
Texas Instruments 2009 Director Compensation Plan as amended December 2, 2010 (incorporated by
reference to Exhibit 10 to the Registrant's Current Report on Form 8-K filed December 7, 2010).
10(p)
Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report
on Form 8-K filed April 4, 2011).
12
Ratio of Earnings to Fixed Charges (b)
13
Portions of Registrant's 2012 Annual Report to Stockholders incorporated by reference herein. (b)
21
List of Subsidiaries of the Registrant. (b)
23
Consent of Independent Registered Public Accounting Firm. (b)
31(a)
Rule 13a-14(a)/15(d)-14(a) Certification of Chief Executive Officer. (b)
31(b)
Rule 13a-14(a)/15(d)-14(a) Certification of Chief Financial Officer. (b)
32(a)
Section 1350 Certification of Chief Executive Officer. (b)
32(b)
Section 1350 Certification of Chief Financial Officer. (b)
23
Designation of
Exhibit in
this Report
101.ins
(a)
(b)
Description of Exhibit
Instance Document
101.sch
XBRL Taxonomy Schema
101.cal
XBRL Taxonomy Calculation Linkbase
101.Def
XBRL Taxonomy Definitions Document
101.lab
XBRL Taxonomy Labels Linkbase
101.pre
XBRL Taxonomy Presentation Linkbase
Management compensation plans and arrangements.
Filed herewith.
24
“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 herein
that describe TI's business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking
statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking
statements.
We urge you to carefully consider the following important factors that could cause actual results to differ materially from the expectations of TI
or its management:
•
Market demand for semiconductors, particularly in key markets such as communications, computing, industrial, consumer electronics
and automotive;
•
TI's ability to maintain or improve profit margins, including its ability to utilize its manufacturing facilities at sufficient levels to cover
its fixed operating costs, in an intensely competitive and cyclical industry;
•
TI's ability to develop, manufacture and market innovative products in a rapidly changing technological environment;
•
TI's ability to compete in products and prices in an intensely competitive industry;
•
TI's ability to maintain and enforce a strong intellectual property portfolio and obtain needed licenses from third parties;
•
Expiration of license agreements between TI and its patent licensees, and market conditions reducing royalty payments to TI;
•
Economic, social and political conditions in the countries in which TI, its customers or its suppliers operate, including security risks,
health conditions, possible disruptions in transportation, communications and information technology networks and fluctuations in
foreign currency exchange rates;
•
Natural events such as severe weather and earthquakes in the locations in which TI, its customers or its suppliers operate;
•
Availability and cost of raw materials, utilities, manufacturing equipment, third-party manufacturing services and manufacturing
technology;
•
Changes in the tax rate applicable to TI as the result of changes in tax law, the jurisdictions in which profits are determined to be earned
and taxed, the outcome of tax audits and the ability to realize deferred tax assets;
•
Changes in laws and regulations to which TI or its suppliers are or may become subject, such as those imposing fees or reporting or
substitution costs relating to the discharge of emissions into the environment or the use of certain raw materials in our manufacturing
processes;
•
Losses or curtailments of purchases from key customers and the timing and amount of distributor and other customer inventory
adjustments;
•
Customer demand that differs from our forecasts;
•
The financial impact of inadequate or excess TI inventory that results from demand that differs from projections;
•
Impairments of our non-financial assets;
•
Product liability or warranty claims, claims based on epidemic or delivery failure or recalls by TI customers for a product containing a
TI part;
25
•
TI's ability to recruit and retain skilled personnel;
•
Timely implementation of new manufacturing technologies and installation of manufacturing equipment, and the ability to obtain
needed third-party foundry and assembly/test subcontract services;
•
TI's obligation to make principal and interest payments on its debt;
•
TI's ability to successfully integrate and realize opportunities for growth from acquisitions, and our ability to realize our expectations
regarding the amount and timing of restructuring charges and associated cost savings; and
•
Breaches of our information technology systems.
For a more detailed discussion of these factors see the Risk Factors discussion in Item 1A of this report. The forward-looking statements
included in this report are made only as of the date of this report and we undertake no obligation to update the forward-looking statements to
reflect subsequent events or circumstances.
26
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
TEXAS INSTRUMENTS INCORPORATED
By:
/s/ Kevin P. March
Kevin P. March
Senior Vice President,
Chief Financial Officer
and Chief Accounting Officer
Date: February 22, 2013
27
Each person whose signature appears below constitutes and appoints each of Richard K. Templeton, Kevin P. March and Joseph F. Hubach, or
any of them, each acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such
person and in his or her name, place and stead, in any and all capacities in connection with the annual report on Form 10-K of Texas Instruments
Incorporated for the year ended December 31, 2012, to sign any and all amendments to the Form 10-K, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on the 21st day of February 2013.
Signature
Title
/s/ Ralph W. Babb, Jr.
Director
Ralph W. Babb, Jr.
/s/ Mark A. Blinn
Director
Mark A. Blinn
/s/ Daniel A. Carp
Director
Daniel A. Carp
/s/ Carrie S. Cox
Director
Carrie S. Cox
/s/ Pamela H. Patsley
Pamela H. Patsley
Director
/s/ Robert E. Sanchez
Robert E. Sanchez
Director
/s/ Wayne R. Sanders
Director
Wayne R. Sanders
/s/ Ruth J. Simmons
Director
Ruth J. Simmons
/s/ Richard K. Templeton
Chairman of the Board; Director; President and Chief
Executive Officer
Richard K. Templeton
/s/ Christine Todd Whitman
Director
Christine Todd Whitman
/s/ Kevin P. March
Senior Vice President; Chief Financial Officer; Chief
Accounting Officer
Kevin P. March
28
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
(Item 15(a))
Page
Reference to
Portions of
Annual Report as
Set Forth in
Exhibit 13
Information incorporated by reference to the Registrant's 2011 annual report to stockholders (items below included herein as
Exhibit 13)
Consolidated financial statements:
Income for each of the three years in the period ended December 31, 2012
Comprehensive income for each of the three years in the period ended December 31, 2012
Balance sheets at December 31, 2012 and 2011
Cash flows for each of the three years in the period ended December 31, 2012
Stockholders' equity for each of the three years in the period ended December 31, 2012
Notes to financial statements
Report of independent registered public accounting firm
Report by management on internal control over financial reporting
Report of independent registered public accounting firm on internal control over financial reporting
1
2
3
4
5
6
37
38
39
Schedules have been omitted because the required information is not present or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the consolidated financial statements or the notes thereto.
29
Exhibit 10(l)
Texas Instruments Incorporated
Nonqualified Stock Option Agreement
(Executive Officers)
Form No. 2
2009 LTIP
Your option is subject to the following terms and conditions, your acceptance of which is required before you can exercise the option. As used
below, “TI,” “the Company” and “the Option Date” have the meanings specified in Section 9.
1.
Exercisability . On or after the first anniversary of the Option Date, during the balance of the option term, your option may be exercised
and shares purchased at any time or times under the following conditions:
(a)
Installment Table . Except as provided in Sections 1(b) and 1(c), the option will be exercisable through the tenth anniversary of the
Option Date based on the following table.
On or After
1 anniversary of the Option Date
2 nd anniversary of the Option Date
3 rd anniversary of the Option Date
4 th anniversary of the Option Date
Percent Exercisable
25%
50%
75%
100%
st
(b)
(c)
2.
T ermination of Employment . The effect of termination of employment from TI is as follows:
(i)
Termination for cause : The option will be canceled immediately upon termination.
(ii)
Death : The option will continue to full term, becoming exercisable per the table in Section 1(a), and will be exercisable by
your heirs.
(iii)
Permanent disability : The option will continue to full term, becoming exercisable per the table in Section 1(a).
(iv)
Termination (except for cause), at least six months after the Option Date, when you are Retirement Eligible as defined in
Section 9 : The option will continue to full term, becoming exercisable per the table in Section 1(a).
(v)
Involuntary Termination (as defined in Section 9) within 24 months after a Change in Control (as defined in Section 9) : The
table in Section 1(a) and the other provisions of this Section 1(b) will not apply, and the option will become fully exercisable
as of the date of your termination and continue to full term.
(vi)
Other : For any termination other than those specified above, the option will be exercisable for 30 days after the date of
termination, only to the extent that it was exercisable on the date of termination per the table in Section 1(a), except as
follows: If you die within 30 days after your termination, then your heirs may exercise the option for a period of up to one
year after your death, but only to the extent any unexercised portion was exercisable on the date of termination.
Confidential Information, Non-solicitation and Competition . See Section 6 for the effect of disclosure of confidential
information, solicitation of TI employees or customers, or competition with TI.
Continuing Employment . Your option will not be affected by any change of employment so long as you continue to be employed by TI.
The option will not constitute or be evidence of any agreement or understanding, expressed or implied, on the part of TI to employ you for
any specific period.
1
3.
Transferability . Your option is not transferable except by will or by the laws of descent and distribution, and during your lifetime may be
exercised only by you.
4.
Manner of Exercise . Your option may be exercised by delivery of a written notice of exercise to the Secretary of the Company or the
Secretary's designee, specifying the number of shares for which you wish to exercise the option, and delivery of the full purchase price
thereof, in a form approved by the Compensation Committee of the Board of Directors of the Company, to the Secretary or the Secretary's
designee, or in such other manner as the Committee may otherwise from time to time permit.
5.
Long-Term Incentive Plan . Your option is subject to all of the terms and conditions of the Texas Instruments 2009 Long-Term Incentive
Plan (hereinafter “the Plan”). In the event of any conflict between such terms and conditions and those set forth herein, the terms of the
Plan shall govern and be determinative.
6.
Confidential Information, Non-solicitation, Competition and Recoupment Policy . By accepting your option, and in consideration for
the option and for the Company's obligations set forth herein, you agree with the Company as follows:
(a)
You recognize and acknowledge that in the course of your employment with TI, you have obtained private or confidential
information and proprietary data relating to TI, including but not limited to TI's trade secrets (hereinafter "Confidential
Information"). TI agrees that it will continue to provide you with access to its Confidential Information to the extent necessary for
you to carry out the duties of your employment with TI.
(b)
You recognize and acknowledge that (i) TI manufactures, designs, sells and markets its products in global markets, (ii) TI's success
depends to a significant degree on the skills of its employees and their knowledge of TI's customers and suppliers, many of which
operate on a global basis, and (iii) much of the information that TI maintains regarding its products, employees, customers and
suppliers is Confidential Information.
(c)
You agree not to (i) use or disclose to any third party, either directly or indirectly, Confidential Information at any time, except as
required in your work for TI or with the prior written consent of TI, or (ii) during the Non-solicitation Period (as defined in Section
9), either directly or indirectly solicit or recruit for your own benefit or for any other person or entity any TI employee to be an
employee, director, officer, agent, consultant, partner or independent contractor without the prior written consent of TI, or (iii)
during the Non-solicitation Period, either directly or indirectly solicit for your own benefit or for any other person or entity any TI
customer to which you marketed or sold TI products during the last 2 years of your employment with TI, without the prior written
consent of TI. Without intending to limit the remedies available to TI, you acknowledge that damages at law will be an insufficient
remedy to TI if you violate the terms of this Section 6(c) and agree that TI may apply for and have injunctive relief in any court of
competent jurisdiction specifically to enforce the terms of this paragraph upon the breach or threatened breach of any such terms or
otherwise specifically to enforce such terms.
(d)
You agree that if (i) during your employment by TI and for a period of two years thereafter you engage in Competition (as defined
in Section 9), either directly or indirectly, for your own benefit or on behalf of any other person or entity, or (ii) at any time, you
use or disclose, either directly or indirectly, to any third party any Confidential Information when not required to do so in your
work for TI or without the prior written consent of TI, or (iii) during the Non-solicitation Period, you solicit or recruit, either
directly or indirectly, without the prior written consent of TI, any TI employee to be an employee, director, officer, agent,
consultant, partner or independent contractor for your own benefit or for any other person or entity, or (iv) during the Nonsolicitation Period, you solicit, either directly or indirectly, without the prior written consent of TI, for your own benefit or for any
other person or entity, any TI customer to which you marketed or sold TI products during the last 2 years of your employment with
TI, then (x) the option shall not be thereafter exercisable at any time, and (y) you shall repay immediately to the Company any
profit (spread between the Option Price (as defined in Section 9) and the market price of the Company's common stock on the date
of exercise) made on the option within three years prior to termination of your employment or any time after termination of your
employment. Any amount payable to the Company pursuant to this provision may be reduced or waived as the Company, in its sole
judgment, deems warranted by the circumstances.
(e) You agree that this option is subject to the recoupment policy adopted by the Committee and in effect on the Option Date.
(f)
You acknowledge the reasonableness of the commitments and agreements in this Section 6, including their scope, duration and
geographic coverage. You recognize and acknowledge that the provisions of this Section 6 are entered into by you in consideration
of, and as a material inducement to, the agreements by the Company herein as well as
2
an inducement for the Company to enter into this Agreement, and that, but for your agreement to the provisions of this Section 6,
the Company would not have entered into this Agreement.
7.
Responsibility for Taxes . You acknowledge that the ultimate liability for income tax, social insurance or other tax-related withholding
(hereinafter “Tax-Related Items”) in connection with this grant, its exercise or the subsequent sale of shares received thereunder is your
responsibility, and that TI (a) makes no representations or undertakings with respect to the treatment for tax purposes of the grant or
exercise of this option or sale of shares received thereunder, or any dividends on issued shares, and (b) does not commit to structure the
grant to reduce your liability for Tax-Related Items. You authorize TI to withhold all applicable Tax-Related Items legally payable by you
from your wages or other cash compensation paid to you by TI or from proceeds of the sale of the shares. If permissible under local law,
TI may (a) sell or arrange for the sale of shares that you acquire to meet the withholding obligation for Tax-Related Items, and/or (b)
withhold shares, provided that TI only withholds the number of shares necessary to satisfy the minimum withholding amount. Finally, you
shall pay to TI any amount of Tax-Related Items that TI may be required to withhold that cannot be satisfied by the means described
above.
8.
Nature of Grant . In accepting this grant, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary
in nature and it may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan; (b) all
decisions with respect to future grants, if any, will be at the sole discretion of the Company; (c) the grant of your option is voluntary and
occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options; (d) you are
voluntarily participating in the Plan; (e) your option is an extraordinary item that does not constitute compensation for services rendered
to TI; (f) your option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating
any severance, termination, pension or retirement benefits or similar payments; (g) the option grant will not be interpreted to form an
employment contract or relationship with TI; (h) the future value of the underlying shares is unknown and cannot be predicted with
certainty; and (i) the value of any shares acquired upon exercise may increase or decrease in value.
9.
Certain Definitions .
(a)
The term “ Change in Control ” has the meaning specified in the Plan.
(b)
The term “ Company ” means Texas Instruments Incorporated and the term “ TI ” means and includes Texas Instruments
Incorporated (together with any successor) and its subsidiaries.
(c)
The term “ Competition ” means:
(i)
engaging in any business activity similar to that in which you engaged during your last three years of employment with TI
for any person or entity selling, marketing, designing or manufacturing products the same as, similar to, or that compete with
products that TI sells or markets;
(ii)
engaging in the selling or marketing of any products that are the same as, similar to, or that compete with any products that
you sold or marketed, or attempted to sell or market, during the last three years of your employment with TI;
(iii)
engaging in the manufacture or design of any products that are the same as, similar to or that compete with any products that
you sold or marketed, or attempted to sell or market, or participated in the design or manufacture of, during the last three
years of your employment with TI; or
(iv)
engaging in the selling or marketing of any products that are the same as, similar to, or that compete with any products that
you participated in the design or manufacture of during the last three years of your employment with TI.
(d)
The term “Involuntary Termination” has the meaning specified in the Plan.
(e)
The term “ Non-solicitation Period ” means the period from the effective date of this Agreement until the second anniversary of
the date on which your employment with TI has terminated.
(f)
The term “ Option Date ” means the effective date of grant of this option.
3
(g) The term “ Option Price ” means the exercise price you paid for shares of the Company's company stock pursuant to the terms of this
option.
(h)
The term “ Retirement Eligible ” means (1) at least 55 years of age with at least 10 years of service (measured from your service
date as shown on TI's global human resources database) as a TI employee or (2) at least 65 years of age.
(i)
The term “ Agreement ” means this option agreement.
10.
Texas Law . This Agreement and specifically the provisions of Section 6 hereof shall be construed both as to validity and performance
and enforced in accordance with the laws of the State of Texas without giving effect to the principles of conflict of laws thereof.
11.
Severability . The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
END
By accepting this Agreement, I acknowledge I have read and I agree to be bound by all of the terms and conditions set forth above,
including Section 6 relating to Confidential Information, Non-solicitation, Competition and Recoupment Policy.
4
Exhibit 10(m)
Texas Instruments Incorporated
Restricted Stock Unit Award Agreement
(Executive Officers)
RSU Form No. 2
2009 LTIP
Your award of restricted stock units (the “Award”) is subject to the following terms and conditions, your acceptance of which is required within
120 days of the Grant Date (as defined in Section 12 below). Failure to accept this Agreement by such date will result in termination of the
Award without any shares being issued.
The capitalized terms in this Agreement have the meaning stated in Section 12 except as otherwise specified.
1.
Share Issuance . Each restricted stock unit represents the right to receive one share of common stock of the Company. The shares covered by
this Award will be issued in your name on, or as soon as practicable (but no later than 60 days) after, the date of vesting stated on your
Employee Stock Grant Communication (“Vesting Date”), except as provided below.
2. Change in Employment Status . The effect of changes in your employment status with TI before the Vesting Date will be as follows:
(a)
Termination due to death or permanent disability : The Award will continue to full term subject to the other terms and conditions of
this Agreement, and shares will be issued to you or to your personal representatives, heirs, legatees or distributees, as applicable, at
such times and in such number and manner as if you were still an employee of TI on the Vesting Date.
(b)
Termination (except for cause), at least 6 months after the Grant Date, when you are Retirement Eligible as defined in Section 12 :
The Award will continue to full term subject to the other terms and conditions of this Agreement.
(c)
Involuntary Termination after a Change in Control : If you experience an Involuntary Termination within 24 months after a Change
in Control, then shares will be issued to you as described in Section 11(i) of the Plan.
(d)
Termination under other circumstances : For any termination other than those described above in this Section 2, the Award will
terminate and become void without any shares being issued.
(e)
Other changes in employment status : No changes in your employment status at TI other than those described above will affect the
Award.
3.
Confidential Information, Non-solicitation and Competition . See Section 9 for the effect of disclosure of confidential information,
solicitation of TI employees or customers, or competition with TI.
4.
Employee Stock Grant Communication . This Award was granted by the Compensation Committee of the Company's Board of Directors
(the “Committee”). In the event of a conflict between the Employee Stock Grant Communication and the records of the Committee, the
latter shall govern and be determinative.
5.
Dividend Equivalents . Each year in which this Award is in effect, you will receive a payment equivalent to the cash dividends you would
have received if the shares to which you are entitled under this Award, but not yet issued in your name, had already been issued to you
(“Dividend Equivalents”); provided, however, that no payment will be made if your Award has terminated before the last dividend record
date of the year for any reason other than vesting. The payment to which you are entitled under this paragraph will be made once each year
on or as soon as practicable after the date of the last cash dividend payment in the year (but in any event before year-end). The Dividend
Equivalents will be calculated for the record dates on which this Award was in effect during the year.
6.
Continuing Employment . This Award will not constitute or be evidence of any agreement or understanding, expressed or implied, on the
part of TI to employ you for any specific period.
7.
Transferability . Your Award is not transferable except by will or by the laws of descent and distribution. During your lifetime, the shares
issuable hereunder may be issued only to you.
1
8.
Long-Term Incentive Plan . Your Award is subject to all of the terms and conditions of the Plan. In the event of any conflict between such
terms and conditions and those set forth herein, the terms of the Plan shall govern and be determinative.
9.
Confidential Information, Non-solicitation, Competition and Recoupment Policy . By accepting your Award, and in consideration for
the Award and for the Company's obligations set forth in this Agreement, you agree with the Company as follows:
(a)
You recognize and acknowledge that in the course of your employment with TI, you have obtained private or confidential
information and proprietary data relating to TI, including but not limited to TI's trade secrets (“Confidential Information”). TI agrees
that it will continue to provide you with access to its Confidential Information to the extent necessary for you to carry out the duties
of your employment with TI.
(b)
You recognize and acknowledge that (i) TI manufactures, designs, sells and markets its products in global markets, (ii) TI's success
depends to a significant degree on the skills of its employees and their knowledge of TI's customers and suppliers, many of which
operate on a global basis, and (iii) much of the information that TI maintains regarding its products, employees, customers and
suppliers is Confidential Information.
(c)
You agree not to (i) use or disclose to any third party, either directly or indirectly, Confidential Information at any time, except as
required in your work for TI or with the prior written consent of TI, or (ii) during the Non-solicitation Period (as defined in Section
12), either directly or indirectly solicit or recruit for your own benefit or for any other person or entity any TI employee to be an
employee, director, officer, agent, consultant, partner or independent contractor without the prior written consent of TI, or (iii) during
the Non-solicitation Period, either directly or indirectly solicit for your own benefit or for any other person or entity any TI customer
to which you marketed or sold TI products during the last two years of your employment with TI, without the prior written consent of
TI. Without intending to limit the remedies available to TI, you acknowledge that damages at law will be an insufficient remedy to TI
if you violate the terms of this Section 9(c) and agree that TI may apply for and have injunctive relief in any court of competent
jurisdiction specifically to enforce the terms of this paragraph upon the breach or threatened breach of any such terms or otherwise
specifically to enforce such terms.
(d)
You agree that if (i) during your employment by TI and for a period of two years thereafter you engage in Competition (as defined in
Section 12), either directly or indirectly, for your own benefit or on behalf of any other person or entity, or (ii) at any time you use or
disclose, either directly or indirectly, to any third party any Confidential Information when not required to do so in your work for TI
or without the prior written consent of TI, or (iii) during the Non-solicitation Period you solicit or recruit, either directly or indirectly,
without the prior written consent of TI, any TI employee to be an employee, director, officer, agent, consultant, partner or
independent contractor for your own benefit or for any other person or entity, or (iv) during the Non-solicitation Period, you solicit,
either directly or indirectly, without the prior written consent of TI, for your own benefit or for any other person or entity, any TI
customer to which you marketed or sold TI products during the last two years of your employment with TI, then (x) the Company's
obligation to issue shares or pay Dividend Equivalents under this Award shall terminate and become void, and (y) you shall repay
immediately to TI the Fair Market Value (as defined in Section 12 below) of any shares of stock that were issued to you, and any
Dividend Equivalents that were paid to you, under this Award within three years prior to termination of your employment or any time
after termination of your employment. Any amount payable to the Company pursuant to this provision may be reduced or waived as
the Company, in its sole judgment, deems warranted by the circumstances.
(e)
In addition, you agree that this Award is subject to the recoupment policy adopted by the Committee and in effect on the effective
date of this Award.
(f) You acknowledge the reasonableness of the commitments and agreements in this Section 9, including their scope, duration and
geographic coverage. You recognize and acknowledge that the provisions of this Section 9 are entered into by you in consideration
of, and as a material inducement to, the agreements by the Company herein as well as an inducement for the Company to enter into
this Agreement, and that, but for your agreement to the provisions of this Section 9, the Company would not have entered into this
Agreement.
10. Responsibility for Taxes . You acknowledge that the ultimate liability for income tax, social insurance or other tax-related withholding
(“Tax-Related Items”), including any taxes under Section 409A of the U.S. Internal Revenue Code, in connection with this Award, the
payment of Dividend Equivalents or the issuance of shares hereunder, or the subsequent sale of such shares is your responsibility, and that
TI makes (a) no representations or undertakings with respect to the treatment for tax purposes of this Award, any shares or Dividend
Equivalents received hereunder, the sale of such shares or any dividends
2
paid on issued shares and (b) does not commit to structure the grant to reduce your liability for Tax-Related Items. You authorize TI to
withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by TI, from
Dividend Equivalents or from proceeds of the sale of the shares. If permissible under local law, TI may (a) sell or arrange for the sale of
shares that you acquire to meet the withholding obligation for Tax-Related Items, and/or (b) withhold shares, provided that TI only
withholds the number of shares necessary to satisfy the minimum withholding amount. Finally, you shall pay to TI any amount of TaxRelated Items that TI may be required to withhold that cannot be satisfied by the means described above.
11. Nature of Grant . In accepting this Award, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in
nature and it may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan; (b) all decisions
with respect to future awards, if any, will be at the sole discretion of the Company; (c) the Award is voluntary and occasional and does not
create any contractual or other right to receive future Awards, or benefits in lieu of Awards; (d) you are voluntarily participating in the Plan;
(e) your Award is an extraordinary item that does not constitute compensation for services rendered to TI; (f) your Award is not part of
normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, termination, pension
or retirement benefits or similar payments; (g) the Award will not be interpreted to form an employment contract or relationship with TI; (h)
the future value of the underlying shares is unknown and cannot be predicted with certainty; and (i) if you receive shares, the value of such
shares may increase or decrease in value.
12. Certain Definitions .
(a)
The term “ Agreement ” means this Restricted Stock Unit Award Agreement.
(b)
The term “ Change in Control ” has the meaning specified in the Plan.
(c)
The term “ Company ” means Texas Instruments Incorporated and the term “ TI ” means and includes Texas Instruments
Incorporated (together with any successor) and its subsidiaries.
(d)
The term “ Competition ” means:
(i)
engaging in any business activity similar to that in which you engaged during your last three years of employment with TI for
any person or entity selling, marketing, designing or manufacturing products the same as, similar to, or that compete with
products that TI sells or markets;
(ii)
engaging in the selling or marketing of any products that are the same as, similar to, or that compete with any products that you
sold or marketed, or attempted to sell or market, during the last three years of your employment with TI;
(iii)
engaging in the manufacture or design of any products that are the same as, similar to or that compete with any products that
you sold or marketed, or attempted to sell or market, or participated in the design or manufacture of, during the last three years
of your employment with TI; or
(iv)
engaging in the selling or marketing of any products that are the same as, similar to, or that compete with any products that you
participated in the design or manufacture of during the last three years of your employment with TI.
(e)
The term “ Grant Date ” means the effective date of grant of this Award.
(f)
The term “ Involuntary Termination ” has the meaning specified in the Plan.
(g)
The term “ Non-solicitation Period ” means the period from the effective date of this Agreement until the second anniversary of the
date on which your employment with TI has terminated.
(h) The term “ the Plan ” means the Texas Instruments 2009 Long-Term Incentive Plan.
(i)
The term “ Retirement Eligible ” means (1) at least 55 years of age with at least 10 years of service (measured from your service date
as shown on TI's global human resources database) as a TI employee or (2) at least 65 years of age.
3
(j)
The term “ Employee Stock Grant Communication ” means the written communication from the Company to you stating the date(s)
of vesting and number of shares under the Award.
(k) The term “ Fair Market Value ” means the closing price of TI common stock on The NASDAQ Stock Market on the day before the
Vesting Date.
13.
Rights as Stockholder . You will not have any rights as a stockholder of the Company in respect of any shares of common stock of the
Company issuable under this Award unless and until such shares are issued in your name and delivered to you in accordance with the
provisions hereof.
14. Texas Law . This Agreement and specifically the provisions of Section 9 hereof shall be construed both as to validity and performance and
enforced in accordance with the laws of the State of Texas without giving effect to the principles of conflict of laws thereof.
15. Severability . The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
END
By accepting this Restricted Stock Unit Award Agreement, I acknowledge I have read and I agree to be bound by all of the terms and
conditions set forth above, including Section 9 relating to Confidential Information, Non-solicitation, Competition and Recoupment
Policy.
4
Exhibit 12
Texas Instruments Incorporated and Subsidiaries
Computation of Ratio of Earnings to Fixed Charges
(Millions of dollars)
2012
2011
2010
2009
2008
EARNINGS:
Income from continuing operations before income tax
Equity method investments (gains) and losses
Add:
Fixed charges (from below)
Amortization of capitalized interest
Distributed income from equity investees
$
Total earnings
$
1,935 $
(17)
2,955 $
(5)
4,551 $
(1)
2,017 $
4
2,481
9
99
2
16
2,035 $
54
3
11
3,018 $
15
4
1
4,570 $
16
4
5
2,046 $
23
4
1
2,518
104 $
(18)
13
99 $
48 $
(6)
12
54 $
— $
—
15
15 $
— $
—
16
16 $
—
—
23
23
FIXED CHARGES:
Total gross interest on debt (expensed) (a)
Amortization of debt premium and debt issuance costs
Estimated interest element of rental and lease expense
Total fixed charges
Ratio of earnings to fixed charges
(a) Capitalized interest was immaterial for 2012 and 2011.
$
$
20.6
55.9
304.8
127.9
109.5
Exhibit 13
Consolidated statements of income
[Millions of dollars, except share and per-share amounts]
Revenue
Cost of revenue (COR)
Gross profit
Research and development (R&D)
Selling, general and administrative (SG&A)
Acquisition charges
Restructuring charges/other
Operating profit
Other income (expense) net (OI&E)
Interest and debt expense
Income before income taxes
Provision for income taxes
2012
$
For Years Ended
December 31,
2011
$
$
12,825
6,457
6,368
1,877
1,804
450
264
1,973
47
85
1,935
176
1,759
Basic
$
Diluted
$
Net income
2010
$
$
13,735
6,963
6,772
1,715
1,638
315
112
2,992
5
42
2,955
719
2,236
1.53
$
1.91
$
2.66
1.51
$
1.88
$
2.62
$
13,966
6,474
7,492
1,570
1,519
—
(111)
4,514
37
—
4,551
1,323
3,228
Earnings per common share:
Average shares outstanding (millions):
Basic
1,132
1,151
1,199
Diluted
1,146
1,171
1,213
$
Cash dividends declared per share of common stock
See accompanying notes.
1
0.72
$
0.56
$
0.49
Consolidated statements of comprehensive income
[Millions of dollars]
Net income
Other comprehensive income (loss):
Available-for-sale investments:
Unrealized gains (losses), net of tax benefit (expense) of ($1), $1 and ($3)
Reclassification of recognized transactions, net of tax benefit (expense) of $0, ($7) and
$0
Net actuarial gains (losses) of defined benefit plans:
Adjustment, net of tax benefit (expense) of $29, $65 and $61
Reclassification of recognized transactions, net of tax benefit (expense) of ($104),
($28) and ($36)
Prior service cost of defined benefit plans:
Adjustment, net of tax benefit (expense) of $1, $5 and ($1)
Reclassification of recognized transactions, net of tax benefit (expense) of $0, ($1) and
$0
Change in fair value of derivative instrument, net of tax benefit (expense) of $1, $1 and
$0
Other comprehensive income (loss), net of taxes
2012
$
$
Total comprehensive income
See accompanying notes.
2
For Years Ended
December 31,
2011
1,759
$
2,236
2010
$
3,228
3
(2)
7
—
12
—
(81)
(124)
(154)
160
48
65
(2)
(9)
2
—
2
—
(3)
77
1,836 $
(2)
(75)
2,161 $
—
(80)
3,148
Consolidated balance sheets
[Millions of dollars, except share amounts]
Assets
Current assets:
Cash and cash equivalents
Short-term investments
Accounts receivable, net of allowances of ($31) and ($19)
Raw materials
Work in process
Finished goods
Inventories
Deferred income taxes
Prepaid expenses and other current assets
Total current assets
Property, plant and equipment at cost
Less accumulated depreciation
Property, plant and equipment, net
Long-term investments
Goodwill
Acquisition-related intangibles, net
Deferred income taxes
Capitalized software licenses, net
Overfunded retirement plans
Other assets
Total assets
Liabilities and stockholders’ equity
Current liabilities:
Commercial paper borrowings
Current portion of long-term debt
Accounts payable
Accrued compensation
Income taxes payable
Deferred income taxes
Accrued expenses and other liabilities
Total current liabilities
Long-term debt
Underfunded retirement plans
Deferred income taxes
Deferred credits and other liabilities
Total liabilities
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: 2012 – 1,740,815,939; 2011 – 1,740,630,391
Paid-in capital
Retained earnings
Less treasury common stock at cost.
Shares: 2012 – 632,636,970; 2011 – 601,131,631
Accumulated other comprehensive income (loss), net of taxes
Total stockholders’ equity
December 31,
2012
2011
$
$
$
1,416 $
2,549
1,230
116
935
706
1,757
1,044
234
8,230
6,891
(2,979)
3,912
215
4,362
2,558
280
142
68
254
20,021 $
—
1,500
444
524
79
2
881
3,430
4,186
269
572
603
9,060
$
992
1,943
1,545
115
1,004
669
1,788
1,174
386
7,828
7,133
(2,705)
4,428
265
4,452
2,900
321
206
40
57
20,497
999
382
625
597
101
—
795
3,499
4,211
701
607
527
9,545
—
—
1,741
1,176
27,205
1,741
1,194
26,278
(18,462)
(699)
10,961
(17,485)
(776)
10,952
$
Total liabilities and stockholders’ equity
See accompanying notes.
3
20,021
$
20,497
Consolidated statements of cash flows
[Millions of dollars]
Cash flows from operating activities:
Net income
Adjustments to net income:
Depreciation
Amortization of acquisition-related intangibles
Stock-based compensation
Gain on sales of assets and divestiture
Deferred income taxes
Gain on transfer of Japan substitutional pension
Increase (decrease) from changes in:
Accounts receivable
Inventories
Prepaid expenses and other current assets
Accounts payable and accrued expenses
Accrued compensation
Income taxes payable
Changes in funded status of retirement plans
Other
Cash flows from operating activities
2012
$
1,759
For Years Ended
December 31,
2011
$
2,236
2010
$
3,228
957
342
263
—
65
(144)
904
111
269
(5)
(119)
—
865
48
190
(144)
(188)
—
311
5
227
99
(82)
(229)
(198)
39
3,414
112
(17)
(29)
2
(77)
(85)
(7)
(39)
3,256
(231)
(304)
(8)
57
246
(19)
26
54
3,820
Cash flows from investing activities:
Additions to property, plant and equipment
Proceeds from insurance recovery, asset sales and divestiture
Purchases of short-term investments
Proceeds from short-term investments
Purchases of long-term investments
Proceeds from long-term investments
Business acquisitions, net of cash acquired
Cash flows from investing activities
(495)
—
(2,802)
2,198
(1)
61
—
(1,039)
(816)
16
(3,653)
3,555
(6)
157
(5,425)
(6,172)
(1,199)
148
(2,510)
2,564
(8)
147
(199)
(1,057)
Cash flows from financing activities:
Proceeds from issuance of long-term debt and commercial paper borrowings
Repayment of debt and commercial paper borrowings
Dividends paid
Stock repurchases
Proceeds from common stock transactions
Excess tax benefit from share-based payments
Other
Cash flows from financing activities
1,492
(1,375)
(819)
(1,800)
523
38
(10)
(1,951)
4,697
(200)
(644)
(1,973)
690
31
(12)
2,589
—
—
(592)
(2,454)
407
13
—
(2,626)
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of year
$
Cash and cash equivalents at end of year
See accompanying notes.
4
424
992
1,416
$
(327)
1,319
992 $
137
1,182
1,319
Consolidated statements of stockholders’ equity
[Millions of dollars, except per-share amounts]
Balance, December 31, 2009
$
Common
Stock
Paid-in
Capital
1,740
$ 1,086
Retained
Earnings
$
Treasury
Common
Stock
Accumulated Other
Comprehensive
Income (Loss)
22,066
$ (14,549) $
(621)
2010
Net income
Dividends declared and paid ($.49 per share)
Common stock issued for stock-based awards
Stock repurchases
Stock-based compensation
Tax impact from exercise of options
Other comprehensive income (loss), net of taxes
Other
Balance, December 31, 2010
—
—
—
—
—
—
—
—
1,740
—
—
(182)
—
190
21
—
(1)
1,114
3,228
(592)
—
—
—
—
—
(7)
24,695
—
—
588
(2,450)
—
—
—
—
(16,411)
—
—
—
—
—
—
(80)
—
(701)
2011
Net income
Dividends declared and paid ($.56 per share)
Common stock issued for stock-based awards
Stock repurchases
Stock-based compensation
Tax impact from exercise of options
Other comprehensive income (loss), net of taxes
Other
Balance, December 31, 2011
—
—
1
—
—
—
—
—
1,741
—
—
(252)
—
269
45
—
18
1,194
2,236
(644)
—
—
—
—
—
(9)
26,278
—
—
898
(1,973)
—
—
—
1
(17,485)
—
—
—
—
—
—
(75)
—
(776)
—
—
—
—
—
—
—
—
1,741
—
—
(337)
—
263
56
—
—
$ 1,176 $
2012
Net income
Dividends declared and paid ($.72 per share)
Common stock issued for stock-based awards
Stock repurchases
Stock-based compensation
Tax impact from exercise of options
Other comprehensive income (loss), net of taxes
Other
Balance, December 31, 2012
$
See accompanying notes.
5
1,759
—
(819)
—
—
823
—
(1,800)
—
—
—
—
—
—
(13)
—
27,205 $ (18,462) $
—
—
—
—
—
—
77
—
(699)
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. As of
December 31, 2012 , we have three reportable segments, which are established along major categories of products as follows:
•
•
•
Analog – consists of the following major product lines: High Volume Analog & Logic (HVAL), Power Management (Power), High
Performance Analog (HPA) and Silicon Valley Analog (SVA). SVA consists of products that we acquired through our purchase of
National Semiconductor Corporation (National) in 2011.
Embedded Processing – consists of digital signal processors (DSPs) and microcontrollers used in catalog, communications
infrastructure and automotive applications; and
Wireless – consists of OMAP™ applications processors, connectivity products and baseband products.
We report the results of our remaining business activities in Other. As previously announced, the Wireless segment will be eliminated due to
the decision to wind down certain of its product lines. As a result, we will restructure our reportable segments beginning January 1, 2013, and we
will report our first quarter of 2013 financial results accordingly. See Note 16 for additional information on our business segments.
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.
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 these notes, except per-share amounts, are stated in
millions of U.S. dollars unless otherwise indicated. We have reclassified certain amounts in the prior periods’ financial statements to conform to
the 2012 presentation. The preparation of financial statements requires the use of estimates from which final results may vary.
On September 23, 2011, we completed the acquisition of National. We accounted for this transaction under Accounting Standards
Codification (ASC) 805 - Business Combinations, and the consolidated financial statements include the balances and results of operations of
National from the date of acquisition. See Note 2 for more detailed information.
Revenue recognition
We recognize revenue from direct sales of our products to our customers, including shipping fees, when title and risk of loss pass 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; when sales amounts are fixed or determinable; and when collectability is reasonably assured. Revenue from sales of our
products that are subject to inventory consignment agreements is recognized consistent with the principles discussed above, but delivery occurs
when the customer pulls product from consignment inventory that we store at designated locations. 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 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, we use statistical percentages of
revenue, determined quarterly, based upon recent historical adjustment trends. We also provide allowances for certain growth-based incentives.
We provide distributors an allowance to scrap certain slow-selling 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.
6
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 COR.
Advertising costs
We expense advertising and other promotional costs as incurred. This expense was $46 million in 2012 , $43 million in 2011 and $44 million in
2010 .
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 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)
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 (shares in millions):
2012
Net
Income
Basic EPS:
Net income
Less income allocated to RSUs
Income allocated to common stock for
basic EPS calculation
Shares
EPS
$ 1,759
(31)
$ 1,728
Adjustment for dilutive shares:
Stock-based compensation plans
Diluted EPS:
Net income
Less income allocated to RSUs
Income allocated to common stock for
diluted EPS calculation
2011
Net
Income
Shares
EPS
$ 2,236
(35)
1,132
$
1.53
$ 2,201
14
1,151
$
1.91
$
1.51
$ 2,202
EPS
$ 3,184
1,199
$
2.66
$
2.62
14
$ 2,236
(34)
1,146
Shares
$ 3,228
(44)
20
$ 1,759
(31)
$ 1,728
2010
Net
Income
$ 3,228
(44)
1,171
$
1.88
$ 3,184
1,213
Potentially dilutive securities representing 52 million , 24 million and 66 million shares of common stock that were outstanding during 2012 ,
2011 and 2010 , respectively, were excluded from the computation of diluted earnings per common share for these periods because their effect
would have been anti-dilutive.
7
Investments
We present investments on our balance sheets as cash equivalents, short-term investments or long-term investments. Specific details are as
follows:
•
•
•
Cash equivalents and short-term investments: We consider investments in debt securities with maturities of 90 days or less from the
date of our investment to be cash equivalents. We consider investments in debt securities with maturities beyond 90 days 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 mutual funds, venture capital funds and non-marketable equity securities.
Prior to the fourth quarter of 2012, this also included auction-rate 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, or equity- or cost-method investments, which are more fully described in Note 9.
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 cost on a first-in first-out basis. Standard cost is based on the normal utilization of installed factory capacity. Cost
associated with underutilization of capacity is expensed as incurred. Inventory held at consignment locations is included in our finished goods
inventory. Consigned inventory was $169 million and $129 million as of December 31, 2012 and 2011 , respectively.
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; acquisition-related intangibles and other capitalized costs
Property, plant and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. Our cost basis
includes certain assets acquired in business combinations that were initially recorded at fair value as of the date of acquisition. 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.
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.
Goodwill and indefinite-lived intangibles
Goodwill is not amortized but is reviewed for impairment annually or more frequently if certain impairment indicators arise. We perform 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. See Note 10 for additional information.
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. Property, plant and equipment with associated
depreciation and inventories 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
OI&E.
Derivatives and hedging
In connection with the issuance of variable-rate long-term debt in May 2011, as more fully described in Note 12, we entered into an interest rate
swap designated as a hedge of the variability of cash flows related to interest payments. Gains and losses from changes in the fair value of the
interest rate swap are credited or charged to Accumulated other comprehensive income (loss), net of taxes (AOCI).
8
We also 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 nonU.S. dollar net balance sheet exposures. 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 apply hedge accounting to our foreign currency derivative instruments.
We do not use derivatives for speculative or trading purposes.
Changes in accounting standards
As of December 31, 2012, the Financial Accounting Standards Board had issued several accounting standards that we have not yet been required
to adopt. None of these standards would have a material effect on our financial condition, results of operations or financial disclosures.
2. Acquisition-related charges
National acquisition
On September 23, 2011, we completed the acquisition of National by acquiring all issued and outstanding common shares in exchange for total
consideration of $6.56 billion . We recognized $3.528 billion of goodwill, which was applied to the Analog segment. None of the goodwill
related to the National acquisition was deductible for tax purposes.
We incurred various costs as a result of the acquisition of National that are included in Other consistent with how management measures the
performance of its segments. These total acquisition-related charges are as follows:
Distributor contract termination
Inventory related
Property, plant and equipment related
As recorded in COR
Amortization of intangible assets
Retention bonuses
Stock-based compensation
Severance and other benefits:
Employment reductions announced at closing
Change of control
Transaction and other costs
As recorded in Acquisition charges
$
Total acquisition-related charges
$
For Years Ended
December 31,
2012
2011
21 $
—
—
21
325
57
17
16
—
35
450
471
$
—
96
15
111
87
46
50
29
41
62
315
426
In 2011, we discontinued using one of National’s distributors. We acquired the distributor’s inventory at fair value, resulting in an incremental
charge of $21 million to COR upon sale of the inventory in 2012.
At acquisition, we recognized costs associated with the adjustments to write up the value of acquired inventory and property, plant and
equipment to fair value. These costs are in addition to the normal expensing of the acquired assets based on their carrying or book value prior to
the acquisition. The total fair-value write-up of $96 million for the acquired inventory was expensed as that inventory was sold. The total fairvalue write-up for the acquired property, plant and equipment was $436 million . In the fourth quarter of 2011, depreciation was $15 million . It
continues at a declining rate and is no longer separately disclosed as an acquisition-related charge.
The amount of recognized amortization of acquired intangible assets resulting from the National acquisition is based on estimated useful lives
varying between two and ten years. See Note 10 for additional information.
Retention bonuses reflect amounts already or expected to be paid to former National employees who fulfill agreed-upon service period
obligations and are recognized ratably over the required service period.
9
Stock-based compensation was recognized for the accelerated vesting of equity awards upon the termination of employees, with additional
compensation being recognized over the applicable vesting period for the remaining grantees.
Severance and other benefits costs were for former National employees who were terminated after the closing date. These costs totaled $70
million for the year ended December 31, 2011, with $41 million in charges related to change of control provisions under existing employment
agreements and $29 million in charges for announced employment reductions affecting about 350 jobs. All of these jobs were eliminated by the
end of 2012 as a result of redundancies and cost efficiency measures, with approximately $16 million of additional expense recognized in 2012.
Of the $86 million in cumulative charges recognized through December 31, 2012, $65 million was paid in 2012 and $14 million was paid in
2011.
Transaction and other costs include various expenses incurred in connection with the National acquisition. In 2011, we also incurred bridge
financing costs.
In conformance with Accounting Standards Codification (ASC) 805 – Business Combinations, the following unaudited summaries of pro
forma combined results of operation for the years ended December 31, 2011 and 2010, give effect to the acquisition as if it had been completed
on January 1, 2010. These pro forma summaries do not reflect any operating efficiencies, cost savings or revenue enhancements that may be
achieved by the combined companies. In addition, certain non-recurring expenses, such as restructuring charges and retention bonuses, are not
reflected in the pro forma summaries. These pro forma summaries are presented for informational purposes only and are not indicative of what
the actual results of operations would have been had the acquisition taken place as of that date, nor are they indicative of future consolidated
results of operations.
Revenue
Net income
Earnings per common share – diluted
$
$
For Years Ended
December 31,
2011
2010
(Unaudited)
14,805 $
15,529
2,438
3,218
2.05 $
2.61
Other acquisitions
In October 2010, we acquired our first semiconductor manufacturing site in China, located in the Chengdu High-tech Zone. This acquisition,
which was recorded as a business combination, used net cash of $140 million . As contractually agreed, we made an additional payment of $35
million to the seller in October 2011.
In August 2010, we completed the acquisition of two wafer fabs and equipment in Aizu-Wakamatsu, Japan, for net cash of $130 million . The
acquisition of the fabs and related 200 -millimeter equipment was recorded as a business combination for net cash of $59 million . We also
settled a contractual arrangement with a third party for our benefit for net cash of $12 million , which was recorded as a charge in COR in Other.
Additionally, we incurred acquisition-related costs of $1 million , which were recorded in SG&A. This acquisition also included 300 -millimeter
production tools, which we recorded as a capital purchase for net cash of $58 million .
The results of operations for these acquisitions have been included in our financial statements from their respective acquisition dates.
Operating results for transitional supply agreements are included in Other. Pro forma financial information for these acquisitions would not be
materially different from amounts reported.
10
3. Restructuring charges/other
Restructuring charges/other is comprised of the following components:
For Years Ended
December 31,
2011
2012
Restructuring charges by action :
Restructuring charges
Goodwill impairment
2012 Wireless action
2011 action
2008/2009 actions
$
261
90
351
49
—
Other :
Gain on transfer of Japan substitutional pension
Gain on divested product line
Other
$
Restructuring charges/other
$
—
—
—
112
—
(144)
—
8
264 $
—
—
—
112
2010
$
$
—
—
—
—
33
—
(144)
—
(111)
Restructuring charges/other recognized by segment are as follows:
2012
Analog
Embedded Processing
Wireless
Other
$
Total
$
—
—
351
(87)
264
For Years Ended
December 31,
2011
$
— $
—
—
112
$
112 $
2010
13
6
10
(140)
(111)
Restructuring charges
Restructuring charges may consist of voluntary or involuntary severance-related charges, asset-related charges and other costs to exit activities.
We recognize voluntary termination benefits when the employee accepts the offered benefit arrangement. We recognize involuntary severancerelated charges depending on whether the termination benefits are provided under an ongoing benefit arrangement or under a one-time benefit
arrangement. If the former, we recognize the charges once they are probable and the amounts are estimable. If the latter, we recognize the
charges once the benefits have been communicated to employees.
Restructuring activities associated with assets are recorded as an adjustment to the basis of the asset, not as a liability. 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. Restructuring actions may be viewed as an impairment indicator requiring testing of the recoverability of intangible
assets, including goodwill.
2012 Wireless action
In November 2012, we announced an action concerning our Wireless business that, when complete, is expected to reduce annualized expenses
by about $450 million and will focus our investments on embedded markets with greater potential for sustainable growth. About 1,700 jobs
worldwide are expected to be eliminated. The total restructuring charges related to this action will be about $360 million , of which about $245
million will be for severance and related benefits. We recognized $351 million of these costs in the fourth quarter of 2012 consisting of: $245
million for severance and benefit costs and other non-cash items of $3 million of accelerated depreciation of the affected facilities' assets, $13
million for other exit costs and $90 million for the non-tax deductible impairment of goodwill. See Note 10 for additional information on the
goodwill impairment charge. We estimate that this action will be substantially complete by the end of 2013. As of December 31, 2012, $4
million has been paid to terminated employees for severance and benefits related to this action.
11
2011 action
Beginning in the fourth quarter of 2011, we recognized restructuring charges associated with the announced plans to close two older
semiconductor manufacturing facilities in Hiji, Japan, and Houston, Texas, in 2013. Each facility employed about 500 people. The total charge
for these closures is estimated at $215 million , of which $161 million has been recognized through December 31, 2012, consisting of: $113
million for severance and benefit costs, $23 million of accelerated depreciation of the facilities’ assets and $25 million for other exit costs. Of the
estimated $215 million total cost, about $135 million will be for severance and related benefits, about $30 million will be for accelerated
depreciation of facility assets and about $50 million will be for other exit costs. In 2012, $11 million was paid to terminated employees for
severance and benefits related to this action.
The restructuring action related to the acquisition of National is discussed in Note 2 and is reflected in Acquisition charges in our Consolidated
statements of income.
2008/2009 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.
The table below reflects the changes in accrued restructuring balances associated with these actions:
Accrual at December 31, 2009
Restructuring charges
Non-cash items (a)
Payments
Remaining accrual at December
31, 2010
Restructuring charges
Non-cash items (a)
Payments
Remaining accrual at December
31, 2011
2012 Action
Severance
Other
and Benefits
Charges
$
— $
—
—
—
—
—
—
—
2011 Action
Severance
Other
and Benefits
Charges
$
— $
—
—
—
—
—
—
—
2008/2009 Actions
Severance
Other
and Benefits
Charges
$
84 $
10 $
33
—
(33)
—
(62)
(2)
Total
94
33
(33)
(64)
—
—
—
—
22
8
30
—
—
—
—
—
—
107
(11)
—
5
(5)
—
—
—
(9)
—
—
(1)
112
(16)
(10)
—
—
96
—
13
7
116
Restructuring charges
245
106
6
43
—
—
Non-cash items (a)
—
(106)
3
(18)
—
—
(4)
—
(11)
(22)
(8)
(1)
Payments
Remaining accrual at
$
241 $
— $
94 $
3 $
5 $
6 $
December 31, 2012
(a) Reflects charges for goodwill impairment, stock-based compensation, impacts of postretirement benefit plans and accelerated
depreciation.
400
(121)
(46)
349
The accrual balances above are a component of Accrued expenses and other liabilities or Deferred credits and other liabilities on our
Consolidated balance sheets, depending on the expected timing of payment.
Other
Gain on transfer of Japan substitutional pension
During the third quarter of 2012, we transferred the obligations and assets of the substitutional portion of our Japan pension program from the
pension trust to the government of Japan, resulting in a net gain of $144 million . See Note 11 for additional details.
12
Gain on divested product line
In November 2010, we divested a product line previously included in Other for $148 million and recognized a gain in operating profit of $144
million .
4. Losses associated with the 2011 earthquake in Japan
On March 11, 2011, a magnitude 9.0 earthquake struck near two of our three semiconductor manufacturing facilities in Japan. Our
manufacturing site in Miho suffered substantial damage during the earthquake, our facility in Aizu experienced significantly less damage and our
site in Hiji was undamaged. We maintain earthquake insurance policies in Japan for limited coverage for property damage and business
interruption losses.
In 2011, we incurred cumulative gross operating losses of $101 million related to the earthquake and associated events in Japan. These losses
related to property damage, the underutilization expense we incurred from having our manufacturing assets only partially loaded and costs
associated with recovery teams assembled from across the world. Gross operating losses do not comprehend any lost revenue.
These losses have been offset by $36 million in cumulative insurance proceeds related to property damage claims ( $23 million received in
2011 and $13 million for 2012). Almost all of these costs and proceeds are included in COR in our Consolidated statements of income and are
recorded in Other.
In addition, we recognized $172 million in cumulative insurance proceeds through December 31, 2012, ( $135 million received in 2012 and
$37 million received in 2011) related to business interruption claims. These proceeds are recorded as revenue in our Consolidated statements of
income and in Other.
In the third quarter of 2012, we completed discussions with our insurers and their advisors, settling all associated claims against our policies.
All claims related to these events have been settled and the proceeds received.
5. Stock-based compensation
We have stock options outstanding to participants under various long-term incentive plans. We also have assumed stock options that were
granted by companies that we later acquired. 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 ten -year term
and vest ratably over four years. Our options generally continue to vest after the option recipient retires.
We also have RSUs outstanding under the long-term incentive plans. 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. Holders of most RSUs receive an annual cash payment equal to the
dividends paid on our common stock.
We have options and RSUs outstanding to non-employee directors under various director compensation plans. The plans generally provide for
annual grants of stock options and RSUs, a one-time grant of RSUs to each new non-employee director and the issuance of TI common stock
upon the distribution of stock units credited to deferred compensation accounts established for such directors.
We also have an employee stock purchase plan under which options are offered to all eligible employees in amounts based on a percentage of
the employee’s compensation, subject to a cap. 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.
13
Total stock-based compensation expense recognized was as follows:
For Years Ended
December 31,
2011
2012
Stock-based compensation expense recognized in:
Cost of revenue (COR)
Research and development (R&D)
Selling, general and administrative (SG&A)
Acquisition charges
$
$
Total
48
71
127
17
263
$
$
40
58
121
50
269
2010
$
36
53
101
—
190
$
These amounts include expense related to non-qualified stock options, RSUs and stock options offered under our employee stock purchase
plan and are net of expected forfeitures.
We issue awards of non-qualified stock options generally with graded vesting provisions (e.g., 25 percent per year for four years). 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.
Our RSUs generally vest four years after the date of grant. We recognize the related compensation costs on a straight-line basis over the
vesting period.
Fair-value methods and assumptions
We account for all awards granted under our various stock-based compensation plans at fair value. We estimate the fair values for non-qualified
stock options under long-term incentive and director compensation plans using the Black-Scholes option-pricing model with the following
weighted average assumptions.
Weighted average grant date fair value, per share
Weighted average assumptions used:
Expected volatility
Expected lives (in years)
Risk-free interest rates
Expected dividend yields
$
2012
8.31
30%
7.1
1.40%
2.10%
$
2011
10.37
$
30%
6.9
2.61%
1.51%
2010
6.61
32%
6.4
2.83%
2.08%
We determine expected volatility on all options granted after July 1, 2005, using available implied volatility rates. We believe that marketbased 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 option exercise experience of our optionees using a rolling ten -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 closing price of our common stock on the date of grant.
14
Our employee 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
Stock option and RSU transactions under our long-term incentive and director compensation plans during 2012 were as follows:
Outstanding grants, December 31, 2011
Granted
Vested RSUs
Expired and forfeited
Exercised
Outstanding grants, December 31, 2012
Stock Options
Weighted Average
Exercise Price
Shares
per Share
113,273,394 $
25.79
13,508,034
32.35
—
—
(4,732,514)
29.78
(22,409,816)
20.32
99,639,098 $
27.73
RSUs
Weighted Average
Grant Date Fair
Shares
Value per Share
23,358,846 $
25.09
5,617,150
31.60
(4,182,928)
28.66
(1,417,834)
26.76
—
—
23,375,234 $
25.91
The weighted average grant date fair value of RSUs granted during the years 2012 , 2011 and 2010 was $31.60 , $33.20 and $23.47 per share,
respectively. For the years ended December 31, 2012 , 2011 and 2010 , the total fair value of shares vested from RSU grants was $120 million ,
$155 million and $51 million , respectively.
Summarized information about stock options outstanding at December 31, 2012 , is as follows:
$
$
Range of
Exercise
Price
9.56 to 10.00
10.01 to 20.00
20.01 to 30.00
30.01 to 38.40
9.56 to 38.40
Number
Outstanding
(Shares)
4,882
13,179,570
34,637,310
51,817,336
99,639,098
Stock Options Outstanding
Weighted Average
Weighted Average
Remaining Contractual
Exercise Price per
Life (Years)
Share
0.8 $
9.56
4.5
15.32
4.8
24.86
4.9
32.81
4.8 $
27.73
Options Exercisable
Number
Weighted Average
Exercisable
Exercise Price per
(Shares)
Share
4,882 $
9.56
9,619,657
15.43
27,154,258
25.33
31,755,628
32.59
68,534,425 $
27.30
During the years ended December 31, 2012 , 2011 and 2010 , the aggregate intrinsic value (i.e., the difference in the closing market price and
the exercise price paid by the optionee) of options exercised was $244 million , $231 million and $140 million , respectively.
Summarized information as of December 31, 2012 , about outstanding stock options that are vested and expected to vest, as well as stock options
that are currently exercisable, is as follows:
Outstanding Stock Options (Fully
Options
Vested and Expected to Vest) (a)
Exercisable
Number of outstanding (shares)
96,121,395
68,534,425
Weighted average remaining contractual life (in years)
4.7
3.3
Weighted average exercise price per share
$
28.75 $
27.30
Intrinsic value (millions of dollars)
$
398 $
300
(a) Includes effects of expected forfeitures of approximately 4 million shares. Excluding the effects of expected forfeitures, the aggregate
intrinsic value of stock options outstanding was $414 million .
As of December 31, 2012 , the total future compensation cost related to equity awards not yet recognized in the Consolidated statements of
income was $460 million , consisting of $143 million related to unvested stock options and $317 million related to RSUs. The $460 million will
be recognized as follows: $205 million in 2013, $153 million in 2014, $94 million in 2015 and $8 million in 2016.
15
Employee stock purchase plan
Options outstanding under the employee stock purchase plan at December 31, 2012 , had an exercise price of $27.47 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
2012 .
Employee stock purchase plan transactions during 2012 were as follows:
Employee Stock
Purchase Plan
(Shares)
Exercise Price
580,095 $
25.29
2,931,354
25.64
(2,829,498)
25.12
681,951 $
27.47
Outstanding grants, December 31, 2011
Granted
Exercised
Outstanding grants, December 31, 2012
The weighted average grant date fair value of options granted under the employee stock purchase plans during the years 2012 , 2011 and 2010
was $4.52 , $4.59 and $3.97 per share, respectively. During the years ended December 31, 2012 , 2011 and 2010 , the total intrinsic value of
options exercised under these plans was $13 million , $10 million and $9 million , respectively.
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 25,064,951 in 2012 ; 27,308,311 in 2011 and
19,077,274 in 2010 ; and previously unissued common shares of 180,955 in 2012 ; 390,438 in 2011 and 342,380 in 2010 .
Upon vesting of RSUs, we issued treasury shares of 3,187,490 in 2012 ; 3,748,623 in 2011 and 1,392,790 in 2010 , and previously unissued
common shares of 4,593 in 2012 ; 73,852 in 2011 , with none in 2010 .
Shares available for future grant and reserved for issuance are summarized below:
As of December 31, 2012
Long-term Incentive
and Director
Employee Stock
Compensation Plans
Purchase Plan
197,554,600
25,137,819
Shares
Reserved for issuance (a)
Shares to be issued upon exercise of outstanding options and
RSUs
(123,143,365)
74,411,235
(681,951)
24,455,868
Total
222,692,419
(123,825,316)
98,867,103
Available for future grants
(a) Includes 129,033 shares credited to directors’ deferred compensation accounts that settle in shares of TI common stock. These shares are
not included as grants outstanding at December 31, 2012 .
Effect on cash flows
Cash received from the exercise of options was $523 million in 2012 , $690 million in 2011 and $407 million in 2010 . The related net tax
impact realized was $56 million , $45 million and $21 million (which includes excess tax benefits realized of $38 million , $31 million and $13
million ) in 2012 , 2011 and 2010 , respectively.
6. 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 $96 million , $143 million and $279 million of profit sharing expense under the TI Employee Profit Sharing Plan in 2012 ,
2011 and 2010 , respectively.
16
7. Income taxes
Income before income taxes
U.S.
2012
2011
2010
$
319
1,791
3,769
$
Non-U.S.
1,616
1,164
782
$
Total
1,935
2,955
4,551
Provision (benefit) for income taxes
U.S. Federal
2012:
Current
Deferred
$
Total
$
2011:
Current
Deferred
$
Total
$
2010:
Current
Deferred
$
Total
$
Non-U.S.
U.S. State
(43) $
—
(43) $
156
65
221
$
692 $
(154)
538 $
138
24
162
$
1,401 $
(188)
1,213 $
$
Total
(2) $
—
(2) $
$
$
8
11
19
92 $
(2)
90 $
18
2
20
$
$
111
65
176
838
(119)
719
$
1,511
(188)
1,323
2011
1,034 $
(245)
(31)
—
27
(58)
(8)
719 $
2010
1,593
(184)
(63)
—
10
(54)
21
1,323
Principal reconciling items from income tax computed at the statutory federal rate follow:
2012
Computed tax at statutory rate
Non-U.S. effective tax rates
U.S. tax benefit for manufacturing
Impact of changes to uncertain tax positions
Non-deductible expenses
U.S. R&D tax credit
Other
$
Total provision for income taxes
$
677 $
(345)
(158)
(88)
42
—
48
176 $
The total provision for 2012 in the reconciliation above includes $252 million of discrete tax benefits primarily for additional U.S. tax benefits
for manufacturing related to the years 2000 through 2011.
17
The primary components of deferred income tax assets and liabilities were as follows:
December 31,
2012
2011
Deferred income tax assets:
Inventories and related reserves
Deferred loss and tax credit carryforwards
Stock-based compensation
Postretirement benefit costs recognized in AOCI
Accrued expenses
Other
$
Less valuation allowance
Deferred income tax liabilities:
Acquisition-related intangibles and fair-value adjustments
Accrued retirement costs (defined benefit and retiree health care)
Property, plant and equipment
International earnings
Other
$
Net deferred income tax asset
734 $
382
366
357
331
209
2,379
(221)
2,158
913
400
357
431
322
122
2,545
(178)
2,367
(921)
(243)
(131)
(102)
(11)
(1,408)
750 $
(1,030)
(180)
(141)
(92)
(36)
(1,479)
888
The deferred income tax assets and liabilities based on tax jurisdictions are presented on the Consolidated balance sheets as follows:
Current deferred income tax assets
Noncurrent deferred income tax assets
Current deferred income tax liabilities
Noncurrent deferred income tax liabilities
$
$
Net deferred income tax asset
December 31,
2012
2011
1,044 $
1,174
280
321
(2)
—
(572)
(607)
750 $
888
We make an ongoing assessment regarding the realization of U.S. and non-U.S. deferred tax assets. In 2012 , we recognized a net increase of
$43 million in our valuation allowance. This increase was due to valuation allowances on unutilized tax credits. While the net deferred tax assets
of $2.16 billion at December 31, 2012 , are not assured of realization, our assessment is that a valuation allowance is not required on this
balance. This assessment is based on our evaluation of relevant criteria including the existence of deferred tax liabilities that can be used to
absorb deferred tax assets, taxable income in prior carryback years and expectations for future taxable income.
We have U.S. and non-U.S. tax loss carryforwards of approximately $175 million , none of which will expire before the year 2023.
A provision has been made for deferred taxes on undistributed earnings of non-U.S. subsidiaries to the extent that dividend
payments from these subsidiaries are expected to result in additional tax liability. The remaining undistributed earnings (approximately $5.54
billion at December 31, 2012 ) have been indefinitely reinvested; therefore, no provision has been made for taxes due upon remittance of these
earnings. The indefinitely reinvested earnings of our non-U.S. subsidiaries are primarily invested in tangible assets such as inventory and
property, plant and equipment. Determination of the amount of unrecognized deferred income tax liability is not practical because of the
complexities associated with its hypothetical calculation.
Cash payments made for income taxes, net of refunds, were $171 million , $902 million and $1.47 billion for the years ended December 31,
2012 , 2011 and 2010 , respectively.
18
Uncertain tax positions
We operate in a number of tax jurisdictions, and our income tax returns are subject to examination by tax authorities in those jurisdictions who
may challenge any item on these tax returns. Because the matters challenged by authorities are typically complex, their ultimate outcome is
uncertain. Before any benefit can be recorded in the financial statements, we must determine that it is “more likely than not” that a tax position
will be sustained by the appropriate tax authorities. We recognize accrued interest related to uncertain tax positions and penalties as components
of OI&E.
The changes in the total amounts of uncertain tax positions are summarized as follows:
2012
2011
Balance, January 1
Additions based on tax positions related to the current year
Additions from the acquisition of National
Additions for tax positions of prior years
Reductions for tax positions of prior years
Settlements with tax authorities
Expiration of the statute of limitations for assessing taxes
$
210 $
12
—
45
(92)
39
(30)
184 $
Balance, December 31
$
Interest income (expense) recognized in the year ended December 31
$
32
$
Interest receivable (payable) as of December 31
$
8
$
2010
103 $
15
132
3
(39)
(4)
—
210 $
1
$
(3) $
56
12
—
50
(12)
(3)
—
103
(2)
5
The liability for uncertain tax positions is a component of Deferred credits and other liabilities on our December 31, 2012 , balance sheet. The
interest receivable is a component of Other assets on our December 31, 2012 , balance sheet.
Within the $184 million liability for uncertain tax positions as of December 31, 2012 , are positions totaling $159 million that, if recognized,
would impact the tax rate. If these tax liabilities are ultimately realized, $78 million of existing deferred tax assets would also be realized,
primarily related to refunds from counterparty jurisdictions resulting from procedures for relief from double taxation. Regarding the $184
million liability:
•
About $60 million of the liability represents uncertain tax positions for tax years in jurisdictions in which audit assessments have not been
made. The liability is primarily related to transfer pricing issues for which procedures for relief from double taxation will mitigate the tax
rate impact of any difference between the actual tax assessments and our estimates. The increase in the liability for transfer pricing issues
for the next 12 months is expected to be about $10 million .
•
About $30 million of the liability represents audit assessments subject to ongoing procedures for relief from double taxation. Settlement of
the $30 million is subject to timely completion of the tax treaty processes and may be settled within the next 12 months. Settlement would
not have a significant tax rate impact, as the tax rates of the counterparty jurisdictions are similar.
•
The balance of the liability represents tax adjustments that are known and currently before the tax authorities or otherwise identified by the
company as adjustments to filed returns. Settlement of these matters at the known amounts will not have any additional tax rate impact.
Based on the expected settlement dates of various income tax examinations, the anticipated reduction in these uncertain tax positions during
the next 12 months could range between about $30 million and $60 million .
Within the $210 million liability for uncertain tax positions as of December 31, 2011 , are uncertain tax positions totaling $233 million that, if
recognized, would impact the tax rate. If these tax liabilities are ultimately realized, $83 million of deferred tax assets would also be realized,
primarily related to refunds from counterparty jurisdictions resulting from procedures for relief from double taxation.
As of December 31, 2012 , the statute of limitations remains open for U.S. federal tax returns for 2000 and following years. Audit activities
related to our U.S. federal tax returns through 2008 have been completed except for certain pending tax treaty procedures for relief from double
taxation. These procedures pertain to U.S. federal tax returns for the years 2003 through 2008. U.S. federal tax returns for National are currently
under audit for tax years through fiscal year 2012.
19
In non-U.S. jurisdictions, the years open to audit represent the years still open under the statute of limitations. With respect to major
jurisdictions outside the U.S., our subsidiaries are no longer subject to income tax audits for years before 2005.
8. Financial instruments and risk concentration
Financial instruments
We hold derivative financial instruments such as forward foreign currency exchange contracts and interest rate swaps, the fair value of which
was not material as of December 31, 2012 . Our forward foreign currency exchange contracts outstanding as of December 31, 2012 , had a
notional value of $305 million to hedge our non-U.S. dollar net balance sheet exposures, including $140 million to sell Japanese yen, $26 million
to sell Chinese yuan and $26 million to sell British pound sterling.
Our investments in cash equivalents, short-term investments and certain long-term investments, as well as our postretirement plan assets and
deferred compensation liabilities are carried at fair value, which is described in Note 9. 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. The carrying
value of our long-term debt approximates the fair value as measured using broker-dealer quotes, which are Level 2 inputs. See Note 9 for the
definition of Level 2 inputs.
Risk concentration
Financial instruments that could subject us to concentrations of credit risk are primarily cash, cash equivalents, short-term investments and
accounts receivable. To manage our credit risk exposure, we place cash investments in investment-grade debt securities and limit the amount of
credit exposure to any one issuer. We also limit counterparties on financial derivative contracts to financial institutions with investment-grade
ratings.
Concentrations of credit risk with respect to accounts receivable are limited due to our large number of customers and their dispersion across
different industries and geographic areas. We maintain allowances for expected returns, disputes, adjustments, incentives and collectability.
These allowances are deducted from accounts receivable on our Consolidated balance sheets.
Details of these Accounts receivable allowances are as follows:
Accounts receivable allowances
2012
2011
2010
Balance at
Beginning of Year
$
19
18
23
Additions Charged
(Credited) to
Recoveries and
Balance at
Operating Results
Write-offs, Net
End of Year
$
12 $
— $
31
1
—
19
(4)
(1)
18
9. 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 and trading 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). Unrealized gains and losses on available-for-sale securities are recorded as an increase or
decrease, net of taxes, in AOCI on our Consolidated balance sheets. We record other-than-temporary impairments on available-for-sale securities
in OI&E in our Consolidated statements of income.
We classify certain mutual funds as trading securities. These mutual funds 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 these mutual funds and the related
deferred compensation liabilities in SG&A. Changes in the fair value of debt securities classified as trading securities are recorded in OI&E.
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 and 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.
20
Details of our investments and related unrealized gains and losses included in AOCI are as follows:
December 31, 2012
Cash and
Cash
Equivalents
Measured at fair value:
Available-for-sale securities
Money market funds
Corporate obligations
U.S. Government agency and
Treasury securities
Auction-rate securities
$
Trading securities
Auction-rate securities
Mutual funds
Total
Other measurement basis:
Equity-method investments
Cost-method investments
Cash on hand
211
188
Short-term
Investments
$
—
325
December 31, 2011
Cash and
Cash
Equivalents
Long-term
Investments
$
—
—
$
55
135
Short-term
Investments
$
—
159
Long-term
Investments
$
—
—
795
—
2,224
—
—
—
430
—
1,691
—
—
41
—
—
1,194
—
—
2,549
—
159
159
—
—
620
93
—
1,943
—
169
210
$
—
—
—
2,549
$
34
22
—
215
$
—
—
372
992
$
—
—
—
1,943
$
32
23
—
265
$
$
—
—
$
$
—
—
$
$
—
—
$
$
—
—
$
$
—
5
Total
$
—
—
222
1,416
Amounts included in AOCI from
available-for-sale securities:
Unrealized gains (pre-tax)
Unrealized losses (pre-tax)
$
$
—
—
At December 31, 2012 , we had no significant unrealized losses associated with our available-for-sale investments. We have determined that
our remaining available-for-sale investments with unrealized losses are not other-than-temporarily impaired as 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. We did not recognize any credit losses related to available-for-sale investments for the years ended December 31,
2012 and 2011 . During the third quarter of 2012, we sold all of our remaining investments in auction-rate securities.
For the years ended December 31, 2012 , 2011 and 2010 , the proceeds from sales, redemptions and maturities of short-term available-for-sale
investments were $2.20 billion , $3.55 billion and $2.56 billion , respectively. Gross realized gains and losses from these sales were not
significant.
The following table presents the aggregate maturities of investments in debt securities classified as available for sale at
December 31, 2012 :
Due
One year or less
One to three years
Fair Value
$
3,343
400
Gross realized gains and losses from sales of long-term investments were not significant for 2012 , 2011 or 2010 . Other-than-temporary
declines and impairments in the values of these investments recognized in OI&E were $7 million , $2 million and $1 million in 2012 , 2011 and
2010 , respectively.
21
Fair-value considerations
We measure and report certain financial assets and liabilities at fair value on a recurring basis. 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 –
Level 2 –
Level 3 –
Uses unadjusted quoted prices that are available in active markets for identical assets or liabilities as of the
reporting date.
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 and Treasury
securities. We utilize a third-party data service to provide Level 2 valuations, verifying these valuations for
reasonableness relative to unadjusted quotes obtained from brokers or dealers based on observable prices for
similar assets in active markets.
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.
The following are our assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2012 and 2011 . 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
December 31, 2012
Assets
Money market funds
Corporate obligations
U.S. Government agency and Treasury securities
Mutual funds
Total assets
Liabilities
Deferred compensation
Total liabilities
$
Level 1
$
$
211
513
3,019
159
3,902
$
$
174
174
$
$
211
—
1,145
159
1,515
$
$
174
174
Fair Value
December 31, 2011
Assets
Money market funds
Corporate obligations
U.S. Government agency and Treasury securities
Auction-rate securities
Mutual funds
Total assets
Liabilities
Deferred compensation
Total liabilities
$
$
$
$
$
191
191
Level 3
$
$
—
513
1,874
—
2,387
$
—
—
—
—
—
$
$
—
—
$
$
—
—
Level 1
55
294
2,121
134
169
2,773
22
Level 2
Level 2
$
$
55
—
606
—
169
830
$
$
191
191
Level 3
$
$
—
294
1,515
—
—
1,809
$
—
—
—
134
—
134
$
$
—
—
$
$
—
—
The following table summarizes the change in the fair values for Level 3 assets and liabilities for the years ended December 31, 2012 and 2011 .
Level 3
Auction-rate
Contingent
Securities
Consideration
$
257 $
8
—
(8)
(1)
—
(122)
—
134
—
13
—
(84)
—
(63)
—
$
— $
—
Balance, December 31, 2010
Change in fair value of contingent consideration – included in operating profit
Change in unrealized loss – included in AOCI
Redemptions and sales
Balance, December 31, 2011
Change in unrealized loss – included in AOCI
Redemptions
Sales
Balance, December 31, 2012
10. Goodwill and acquisition-related intangibles
The following table summarizes the changes in goodwill by segment for the years ended December 31, 2012 and 2011 .
Goodwill, December 31, 2010
Additions from acquisitions
Goodwill, December 31, 2011
$
Impairment
Goodwill, December 31, 2012
$
Analog
630
3,528
4,158
Embedded
Processing
$
172
—
172
—
4,158
—
172
$
$
$
Wireless
90
—
90
Other
Total
$
32
—
32
(90)
— $
—
32
$
$
924
3,528
4,452
(90)
4,362
We performed our annual goodwill impairment test as of October 1, 2012, and determined the fair value of each of our reporting units was in
excess of its carrying value. Determination of fair value was based upon management estimates and judgment, using unobservable inputs in
discounted cash flow models to calculate the fair value of each reporting unit. These unobservable inputs are considered Level 3 measurements.
In November 2012, as a result of unsuccessful efforts to divest certain product lines in the Wireless business and the subsequent decision to
restructure and wind down those product lines, we reassessed the recoverability of the goodwill associated with the Wireless segment. We
determined its fair value, using a discounted cash flow analysis, was less than the carrying amount and, therefore, performed the required second
step of the impairment analysis to determine the amount of the impairment charge. We deducted the fair value of the Wireless segment from the
total of the estimated fair values of the segment's identifiable assets and liabilities, including intangible assets with no carrying value. This
calculation resulted in an implied negative fair value of goodwill. As a result, we recognized a non-cash, non-tax deductible impairment charge
of $90 million for all the associated goodwill of this segment. We recognized this impairment in Restructuring charges/other in the Consolidated
statements of income, as discussed in Note 3. There was no impairment of goodwill during 2011 or 2010 .
23
The addition to Analog goodwill in 2011 was from the National acquisition. We also recognized other intangible assets associated with this
acquisition of $2.96 billion , primarily for developed technology and customer relationships. In 2012 , we had no additional intangible assets
from an acquisition. The components of acquisition-related intangible assets as of December 31, 2012 and 2011 , are as follows:
December 31, 2012
Amortization
Period
(Years)
Acquisition-related intangibles:
Developed technology
Customer relationships
Other intangibles
In-process R&D
4 - 10
5-8
2-7
(a)
Gross
Carrying
Amount
$
2,145
821
46
31
3,043
Accumulated
Amortization
$
312
137
36
n/a
485
December 31, 2011
Gross
Carrying
Amount
Net
$ 1,833
684
10
31
$ 2,558
$
2,089
822
50
93
3,054
Accumulated
Amortization
$
Net
91
34
29
n/a
154
$ 1,998
788
21
93
$ 2,900
$
$
$
$
Total
(a) In-process R&D is not amortized until the associated project has been completed. Alternatively, if the associated project is determined
not to be viable, it will be expensed.
Amortization of acquisition-related intangibles was $342 million , $111 million and $48 million for 2012 , 2011 and 2010 , respectively,
primarily related to developed technology. Amortization expenses related to the National acquisition were $325 million and $87 million for 2012
and 2011 , respectively. Future estimated amortization of acquisition-related intangibles for the years ended December 31 is as follows:
2013
2014
2015
2016
2017
Thereafter
$
335
321
319
319
318
946
11. Postretirement benefit plans
Plan descriptions
We have various employee retirement plans including defined benefit, defined contribution and retiree health care benefit plans. For qualifying
employees, we offer deferred compensation arrangements. As a part of the National acquisition, we assumed the assets and liabilities of its
defined benefit plans, primarily those associated with the United Kingdom and Germany.
U.S. retirement plans:
Our principal retirement plans in the U.S. are qualified and non-qualified defined benefit pension plans (all of which were closed to new
participants after November 1997), a defined contribution plan and an enhanced defined contribution plan. The defined benefit pension plans
include employees still accruing benefits as well as employees and participants who no longer accrue service-related benefits, but instead, may
participate in the enhanced defined contribution plan.
Both defined contribution plans offer an employer-matching savings option that allows employees to make pre-tax contributions to various
investment choices, including a TI common stock fund. Employees who elected to continue accruing a benefit in the qualified defined benefit
pension plans may also participate in the defined contribution plan, where employer-matching contributions are provided for up to 2 percent of
the employee’s annual eligible earnings. Employees who elected not to continue accruing a benefit in the defined benefit pension plans, and
employees hired after November 1997 and through December 31, 2003, may participate in the enhanced defined contribution plan. This plan
provides for a fixed employer contribution of 2 percent of the employee’s annual eligible earnings, plus an employer-matching contribution of
up to 4 percent of the employee’s annual eligible earnings. Employees hired after December 31, 2003, do not receive the fixed employer
contribution of 2 percent of the employee’s annual eligible earnings.
At December 31, 2012 and 2011 , as a result of employees’ elections, TI’s U.S. defined contribution plans held shares of TI common stock
totaling 20 million shares and 22 million shares valued at $610 million and $639 million , respectively. Dividends paid on these shares for 2012
and 2011 were $16 million and $13 million , respectively.
24
Our aggregate expense for the U.S. defined contribution plans was $70 million in 2012 , $55 million in 2011 and $50 million in 2010 .
Benefits under the qualified defined benefit pension plan are determined using a formula based upon years of service and the highest five
consecutive years of compensation. We intend to contribute amounts to this plan to meet the minimum funding requirements of applicable local
laws and regulations, plus such additional amounts as we deem appropriate. The non-qualified defined benefit plans are unfunded and closed to
new participants.
U.S. retiree health care benefit plan:
U.S. employees who meet eligibility requirements are offered medical coverage during retirement. We make a contribution toward the cost of
those retiree medical benefits for certain retirees and their dependents. The contribution rates are based upon various factors, the most important
of which are an employee’s date of hire, date of retirement, years of service and eligibility for Medicare benefits. The balance of the cost is borne
by the plan’s participants. Employees hired after January 1, 2001, are responsible for the full cost of their medical benefits during retirement.
Non-U.S. retirement plans:
We provide retirement coverage for non-U.S. employees, as required by local laws or to the extent we deem appropriate, through a number of
defined benefit and defined contribution plans. Retirement benefits are generally based on an employee’s years of service and compensation.
Funding requirements are determined on an individual country and plan basis and are subject to local country practices and market
circumstances.
As of December 31, 2012 and 2011 , as a result of employees’ elections, TI’s non-U.S. defined contribution plans held TI common stock
valued at $13 million and $12 million , respectively. Dividends paid on these shares of TI common stock for 2012 and 2011 were not material.
Effect on the statements of income and balance sheets
Expense related to defined benefit and retiree health care benefit plans was as follows:
Service cost
Interest cost
Expected return on plan assets
Amortization of prior service cost
(credit)
Recognized net actuarial loss
Net periodic benefit costs
Settlement charges (a) (b)
Curtailment charges (credits)
Special termination benefit charges
(credits) (b)
U.S. Defined Benefit
U.S. Retiree Health Care
Non-U.S. Defined Benefit
2012
2011
2010
2012
2011
2010
2012
2011
2010
$
24 $
22 $
20 $
5 $
4 $
4 $
45 $
41 $
37
44
46
45
25
25
26
75
69
62
(50)
(45)
(49)
(23)
(21)
(23)
(78)
(83)
(73)
1
16
35
1
23
47
1
22
39
3
13
23
2
13
23
2
12
21
—
—
—
—
37
—
—
(1)
—
5
—
—
(1)
34 $
4
51
—
76
—
22
—
28
—
21
(4)
41
79
193
—
(337)
(65) $
(4)
40
63
(3)
30
53
—
2
—
—
—
65
—
53
$
$
$
$
$
$
$
Total, including charges
(a) Includes restructuring and non-restructuring-related settlement charges.
(b) In Japan, we maintain employee pension fund plans (EPFs) pursuant to the Japanese Welfare Pension Insurance Law(JWPIL). An EPF
consists of two portions: a substitutional portion based on JWPIL-determined minimum old-age pension benefits similar to Social
Security benefits in the United States; and a corporate portion established at the discretion of each employer. Employers and employees
are exempt from contributing to the Japanese Pension Insurance (JPI) if the substitutional portion is funded by an EPF.
The JWPIL was amended to permit each EPF to separate the substitutional portion and transfer those obligations and related assets to
the government of Japan. After such a transfer, the employer is required to contribute periodically to JPI, and the government of Japan
is responsible for future benefit payments relating to the substitutional portion.
During the third quarter of 2012 , our EPF received final approval for such a separation and transferred the obligations and assets of its
substitutional portion to the government of Japan. On a pre-tax basis, this resulted in a net gain of
25
$144 million recorded in Restructuring charges/other on our Consolidated statements of income and included in Other. This net gain of
$144 million consisted of two parts - a gain of $337 million , representing the difference between the fair values of the obligations
settled ( $533 million ) and the assets transferred from the pension trust to the government of Japan ( $196 million ), offset by a
settlement loss of $193 million related to the recognition of previously unrecognized actuarial losses included in AOCI.
For the U.S. qualified pension and retiree health care plans, the expected return on the plan assets component of net periodic benefit cost is
based upon a market-related value of assets. In accordance with U.S. GAAP, the market-related value of assets is adjusted by a smoothing
technique whereby certain gains and losses are phased in over a period of three years.
Changes in the benefit obligations and plan assets for the defined benefit and retiree health care benefit plans were as follows:
U.S. Retiree
Health Care
2012
2011
U.S. Defined Benefit
2012
2011
Change in plan benefit obligation:
Benefit obligation at beginning of year
Service cost
Interest cost
Participant contributions
Benefits paid
Medicare subsidy
Actuarial (gain) loss
Settlements
Curtailments
Assumed with National acquisition
Special termination benefit charges (credits)
Plan amendments
Effects of exchange rate changes
Benefit obligation at end of year (BO)
Change in plan assets:
Fair value of plan assets at beginning of year
Actual return on plan assets
Employer contributions (funding of qualified plans)
Employer contributions (payments for non-qualified
plans)
Participant contributions
Assumed with National acquisition
Benefits paid
Settlements
Effects of exchange rate changes
$
$
$
959 $
24
44
—
(45)
—
116
—
1
—
(1)
—
—
1,098 $
914
95
104
$
Fair value of plan assets at end of year (FVPA)
$
3
—
—
(45)
—
—
1,071 $
Funded status (FVPA – BO) at end of year
$
(27) $
26
Non-U.S.
Defined Benefit
2012
2011
880 $
22
46
—
(52)
—
61
—
(2)
—
4
—
—
959 $
521 $
5
25
17
(47)
5
(17)
—
(1)
—
—
1
—
509 $
473 $
4
25
18
(43)
4
19
—
4
—
—
17
—
521 $
2,748 $
45
75
1
(83)
—
222
(533)
—
—
—
—
(61)
2,414 $
2,217
41
69
1
(72)
—
91
(1)
(3)
301
—
—
104
2,748
833
106
25
431
37
78
404
6
46
2,211
207
134
1,835
53
72
$
2
—
—
(52)
—
—
914 $
(45) $
$
—
17
—
(46)
—
—
517 $
8
$
$
$
—
18
—
(43)
—
—
431 $
—
1
—
(83)
(196)
(56)
2,218 $
—
1
235
(72)
(1)
88
2,211
(90) $
(196) $
(537)
Amounts recognized on the balance sheet as of December 31, 2012 , were as follows:
U.S. Defined
U.S. Retiree
Non-U.S.
Benefit
Health Care
Defined Benefit
$
34 $
12 $
22 $
(8)
—
(6)
(53)
(4)
(212)
$
(27) $
8 $
(196) $
Overfunded retirement plans
Accrued expenses and other liabilities
Underfunded retirement plans
Funded status (FVPA – BO) at end of year
Total
68
(14)
(269)
(215)
Amounts recognized on the balance sheet as of December 31, 2011 , were as follows:
U.S. Defined
U.S. Retiree
Non-U.S.
Benefit
Health Care
Defined Benefit
$
11 $
— $
29 $
(2)
—
(9)
(54)
(90)
(557)
$
(45) $
(90) $
(537) $
Overfunded retirement plans
Accrued expenses and other liabilities
Underfunded retirement plans
Funded status (FVPA – BO) at end of year
Total
40
(11)
(701)
(672)
Contributions to the plans meet or exceed all minimum funding requirements. We expect to contribute about $100 million to our retirement
benefit plans in 2013 . The amounts shown for underfunded U.S. defined benefit plans were for non-qualified pension plans. Because
contributions to those non-qualified plans are not tax deductible until the benefit is actually paid to the employee, we do not fund them. As of
December 31, 2012 and 2011 , the unfunded benefit obligations of those non-qualified plans were $61 million and $56 million , respectively.
Accumulated benefit obligations, which represent the benefit obligations excluding the impact of future salary increases, were $1.01 billion
and $875 million at year-end 2012 and 2011 , respectively, for the U.S. defined benefit plans, and $2.23 billion and $2.54 billion at year-end
2012 and 2011 , respectively, for the non-U.S. defined benefit plans.
The amounts recorded in AOCI for the years ended December 31, 2012 and 2011 , are detailed below by plan type:
U.S. Defined Benefit
Net
Prior
Actuarial
Service
Loss
Cost
AOCI balance, December 31, 2011, net
of taxes
Changes in AOCI by category in
2012:
Annual adjustments
Reclassification of recognized
transactions
Less tax expense (benefit)
Total change to AOCI in 2012
AOCI balance, December 31, 2012,
net of taxes
$
$
140
$
—
U.S. Retiree
Health Care
Net
Prior
Actuarial
Service
Loss
Cost
$
140
$
14
Non-U.S.
Defined Benefit
Net
Prior
Actuarial
Service
Loss
Cost
$
500
$
Total
Net
Actuarial
Loss
(23) $
780
Prior
Service
Cost
$
(9)
72
—
(31)
1
68
2
109
3
(16)
(20)
36
(1)
—
(1)
(13)
16
(28)
(3)
1
(1)
(234)
79
(87)
4
(2)
4
(263)
75
(79)
—
(1)
2
(1) $
112
176
$
$
13
$
413
$
(19) $
701
$
(7)
The estimated amounts of net actuarial loss and unrecognized prior service cost (credit) included in AOCI as of December 31, 2012 , that are
expected to be amortized into net periodic benefit cost over the next fiscal year are: $23 million and $1 million for the U.S. defined benefit plans;
$11 million and $4 million for the U.S. retiree health care plan; and $39 million and ($4) million for the non-U.S. defined benefit plans.
27
Information on plan assets
We report and measure the plan assets of our defined benefit pension and other postretirement plans at fair value. The tables below set forth the
fair value of our plan assets as of December 31, 2012 and 2011 , using the same three-level hierarchy of fair-value inputs described in Note 9.
Fair Value
December 31, 2012
Assets of U.S. defined benefit plan
Money market collective trusts
U.S. Government agency and Treasury securities
U.S. bond funds
U.S. equity funds and option collars
International equity funds
Limited partnerships
Total
Assets of U.S. retiree health care plan
Money market collective trusts
U.S. bond funds
U.S. equity funds and option collars
International equity funds
Total
Assets of non-U.S. defined benefit plans
Cash and money market collective trusts
Local market bond funds
International/global bond funds
Local market equity funds
International/global equity funds
Other investments
Total
$
$
$
$
$
$
28
Level 1
119
247
368
219
81
37
1,071
$
49
205
197
66
517
$
133
942
343
204
564
32
2,218
$
$
$
$
Level 2
—
—
—
—
—
—
—
$
—
205
46
—
251
$
88
183
19
20
—
—
310
$
$
$
$
Level 3
119
247
368
219
81
—
1,034
$
49
—
151
66
266
$
45
759
324
184
564
13
1,889
$
$
$
$
—
—
—
—
—
37
37
—
—
—
—
—
—
—
—
—
—
19
19
Fair Value
December 31, 2011
Assets of U.S. defined benefit plan
Money market collective trusts
U.S. Government agency and Treasury securities
U.S. bond funds
U.S. equity funds and option collars
International equity funds
Limited partnerships
Total
Assets of U.S. retiree health care plan
Money market collective trusts
U.S. bond funds
U.S. equity funds and option collars
International equity funds
Total
Assets of non-U.S. defined benefit plans
Cash and money market collective trusts
Local market bond funds
International/global bond funds
Local market equity funds
International/global equity funds
Other investments
Total
$
$
$
$
$
$
Level 1
23
266
309
229
52
35
914
$
50
175
159
47
431
$
50
1,129
335
133
521
43
2,211
$
$
$
$
Level 2
—
244
—
—
—
—
244
$
—
175
40
—
215
$
41
209
3
13
136
—
402
$
$
$
$
Level 3
23
22
309
229
52
—
635
$
50
—
119
47
216
$
9
920
332
120
385
25
1,791
$
$
$
$
—
—
—
—
—
35
35
—
—
—
—
—
—
—
—
—
—
18
18
The investments in our major benefit plans largely consist of low-cost, broad-market index funds to mitigate risks of concentration within
market sectors. In recent years, our investment policy has shifted toward a closer matching of the interest rate sensitivity of the plan assets and
liabilities. The appropriate mix of equity and bond investments is determined primarily through the use of detailed asset-liability modeling
studies that look to balance the impact of changes in the discount rate against the need to provide asset growth to cover future service cost. Most
of our plans around the world have added a greater proportion of fixed income securities with return characteristics that are more closely aligned
with changes in the liabilities caused by discount rate volatility. For the U.S. plans, we utilize an option collar strategy to reduce the volatility of
returns on investments in U.S. equity funds.
The only Level 3 assets in our worldwide benefit plans are certain private equity limited partnerships in our U.S. pension plan and diversified
hedge and property funds in a non-U.S. pension plan. These investments are valued using inputs from the fund managers and internal models.
The following table summarizes the change in the fair values for Level 3 plan assets for the years ending December 31, 2012 and 2011 :
Level 3 Plan Assets
U.S. Defined
Non-U.S. Defined
Benefit
Benefit
$
34 $
51
—
(51)
1
—
—
18
35
18
(2)
—
4
1
$
37 $
19
Balance, December 31, 2010
Redemptions
Unrealized gain
Assumed with National acquisition
Balance, December 31, 2011
Redemptions
Unrealized gain
Balance, December 31, 2012
29
Assumptions and investment policies
Defined Benefit
2012
2011
Weighted average assumptions used to determine benefit obligations:
U.S. discount rate
Non-U.S. discount rate
4.16%
2.80%
4.92%
2.89%
3.50%
3.10%
3.50%
3.18%
4.92%
2.88%
U.S. long-term rate of return on plan assets
Non-U.S. long-term rate of return on plan assets
U.S. average long-term pay progression
Non-U.S. average long-term pay progression
U.S. average long-term pay progression
Non-U.S. average long-term pay progression
Weighted average assumptions used to determine net periodic benefit cost:
U.S. discount rate
Non-U.S. discount rate
U.S. Retiree
Health Care
2012
2011
3.97%
4.89%
5.58%
2.79%
4.86%
5.48%
6.00%
3.83%
6.25%
4.17%
5.50%
5.50%
3.50%
3.17%
3.40%
3.24%
We utilize a variety of methods to select an appropriate discount rate depending on the depth of the corporate bond market in the country in
which the benefit plan operates. In the U.S., we use a settlement approach whereby a portfolio of bonds is selected from the universe of actively
traded high-quality U.S. corporate bonds. The selected portfolio is designed to provide cash flows sufficient to pay the plan’s expected benefit
payments when due. The resulting discount rate reflects the rate of return of the selected portfolio of bonds. For our non-U.S. locations with a
sufficient number of actively traded high-quality bonds, an analysis is performed in which the projected cash flows from the defined benefit
plans are discounted against a yield curve constructed with an appropriate universe of high-quality corporate bonds available in each country. In
this manner, a present value is developed. The discount rate selected is the single equivalent rate that produces the same present value. Both the
settlement approach and the yield curve approach produce a discount rate that recognizes each plan’s distinct liability characteristics. For
countries that lack a sufficient corporate bond market, a government bond index adjusted for an appropriate risk premium is used to establish the
discount rate.
Assumptions for the expected long-term rate of return on plan assets are based on future expectations for returns for each asset class and the
effect of periodic target asset allocation rebalancing. We adjust the results for the payment of reasonable expenses of the plan from plan assets.
We believe our assumptions are appropriate based on the investment mix and long-term nature of the plans’ investments. Assumptions used for
the non-U.S. defined benefit plans reflect the different economic environments within the various countries.
The table below shows target allocation ranges for the plans that hold a substantial majority of the defined benefit assets.
U.S. Defined
Benefit
35%
65%
Asset category
Equity securities
Fixed income securities and cash equivalents
U.S. Retiree
Health Care
50%
50%
Non-U.S. Defined
Benefit
25% - 60%
40% - 75%
We intend to rebalance the plans’ investments when they are not within the target allocation ranges. Additional contributions are invested
consistent with the target ranges and may be used to rebalance the portfolio. The investment allocations and individual investments are chosen
with regard to the duration of the obligations of each plan.
30
Weighted average asset allocations as of December 31, are as follows:
Asset category
Equity securities
Fixed income securities
Cash equivalents
U.S. Defined
Benefit
2012
2011
31%
35%
58%
63%
11%
2%
U.S. Retiree
Health Care
2012
2011
51%
48%
40%
41%
9%
11%
Non-U.S. Defined
Benefit
2012
2011
36%
32%
58%
66%
6%
2%
The plans are slightly outside their target allocation ranges due to cash funding late in the year. None of the plan assets related to the defined
benefit pension plans and retiree health care benefit plan are directly invested in TI common stock. As of December 31, 2012 , we do not expect
to return any of the plans’ assets to TI in the next 12 months.
The following table shows the benefits we expect to pay to participants from the plans in the next ten years. Almost all of the payments will be
made from plan assets and not from company assets.
2013
2014
2015
2016
2017
2018-2022
U.S. Defined
Benefit
$
197
102
111
113
111
495
U.S. Retiree
Health Care
$
34
35
37
38
39
193
Medicare
Subsidy
$
(4)
(4)
(4)
(5)
(5)
(16)
Non-U.S. Defined
Benefit
$
80
81
87
91
94
535
Assumed health care cost trend rates for the U.S. retiree health care plan at December 31 are as follows:
2012
7.0%
5.0%
2018
Assumed health care cost trend rate for next year
Ultimate trend rate
Year in which ultimate trend rate is reached
2011
9.0%
5.0%
2017
A one percentage point increase or decrease in health care cost trend rates over all future periods would have increased or decreased the
accumulated postretirement benefit obligation for the U.S. retiree health care plan at December 31, 2012 , by $26 million or $22 million ,
respectively. The service cost and interest cost components of 2012 plan expense would have increased or decreased by $2 million .
Deferred compensation arrangements
We have a deferred compensation plan that allows U.S. employees whose base salary and management responsibility exceed a certain level to
defer receipt of a portion of their cash compensation. Payments under this plan are made based on the participant’s distribution election and plan
balance. Participants can earn a return on their deferred compensation based on notional investments in the same investment funds that are
offered in our defined contribution plans.
As of December 31, 2012 , our liability to participants of the deferred compensation plan was $139 million and is recorded in Deferred credits
and other liabilities on our Consolidated balance sheets. This amount reflects the accumulated participant deferrals and earnings thereon as of
that date. Except as described in the next paragraph, no assets are held in trust for the deferred compensation plan and so we remain liable to the
participants. To serve as an economic hedge against changes in fair values of this liability, we invest in similar mutual funds that are recorded in
Long-term investments. We record changes in the fair value of the liability and the related investment in SG&A as discussed in Note 9.
In connection with the National acquisition, we assumed its deferred compensation plan. As of December 31, 2012 , this consisted of $35
million of obligations and matching assets held in a Rabbi trust. No further contributions will be made to this plan.
31
12. Debt and lines of credit
Short-term borrowings
We maintain a line of credit to support commercial paper borrowings, if any, and to provide additional liquidity through bank loans. As of
December 31, 2012 , we have a five -year variable-rate revolving credit facility from a consortium of investment-grade banks that allows us to
borrow up to $2 billion through March 2017. The interest rate on borrowings under this credit facility, if drawn, is indexed to the applicable
London Interbank Offered Rate (LIBOR). As of December 31, 2012 , we have no commercial paper outstanding, having repaid $1 billion on a
cumulative basis in 2012 .
Long-term debt
In August 2012, we issued an aggregate principal amount of $1.5 billion of fixed-rate long-term debt, with $750 million due in 2015 and $750
million due in 2019. The proceeds of the offering were $1.492 billion , net of the original issuance discount. We also incurred $7 million of
issuance costs that are included in Other assets and are being amortized to Interest and debt expense over the term of the debt.
In May 2011, we issued fixed- and floating-rate long-term debt to help fund the National acquisition. The proceeds of the offering were $3.497
billion , net of the original issuance discount. We also incurred $12 million of issuance costs that are included in Other assets and are being
amortized to Interest and debt expense over the term of the debt.
We also have an interest rate swap agreement related to the $1 billion floating-rate debt due 2013 . Under this agreement, we will receive
variable payments based on three -month LIBOR rates and pay a fixed rate through May 15, 2013 . Changes in the cash flows of the interest rate
swap are expected to exactly offset the changes in cash flows attributable to fluctuations in the three -month LIBOR-based interest payments.
We have designated this interest rate swap as a cash flow hedge and record changes in its fair value in AOCI. As of December 31, 2012 , the fair
value of the swap agreement is a $2 million liability. The net effect of this swap is to convert the $1 billion floating-rate debt to a fixed-rate
obligation bearing a rate of 0.922 percent .
At the acquisition date, we assumed $1 billion of outstanding National debt with a fair value of $1.105 billion . The excess of the fair value
over the stated value is amortized as a reduction of Interest and debt expense over the term of the related debt. In 2012 and 2011 , we amortized
$26 million and $9 million , respectively. During 2012 , we repaid $375 million of this debt.
Total long-term debt outstanding as of December 31, 2012 and 2011 is as follows:
December 31,
2012
2011
$
— $
375
1,000
1,000
500
500
1,000
1,000
250
250
750
—
1,000
1,000
375
375
750
—
5,625
4,500
Notes due 2012 at 6.15% (assumed with National acquisition)
Floating-rate notes due 2013 (swapped to a 0.922% fixed rate)
Notes due 2013 at 0.875%
Notes due 2014 at 1.375%
Notes due 2015 at 3.95% (assumed with National acquisition)
Notes due 2015 at 0.45%
Notes due 2016 at 2.375%
Notes due 2017 at 6.60% (assumed with National acquisition)
Notes due 2019 at 1.65%
Add net unamortized premium
Less current portion of long-term debt
$
Total long-term debt
61
(1,500)
4,186 $
93
(382)
4,211
Interest and debt expense was $85 million in 2012 and $42 million in 2011 . This was net of the amortization of the debt premium and other
debt issuance costs. Cash payments for interest on long-term debt were $97 million in 2012 and $54 million in 2011 . Capitalized interest was
not material.
32
13. Commitments and contingencies
Operating leases
We conduct certain operations in leased facilities and also lease a portion of our data processing and other equipment. In addition, certain longterm supply agreements to purchase industrial gases are accounted for as operating leases. Lease agreements frequently include purchase and
renewal provisions and require us to pay taxes, insurance and maintenance costs. Rental and lease expense incurred was $124 million , $109
million and $100 million in 2012 , 2011 and 2010 , respectively.
Capitalized software licenses
We have licenses for certain internal-use electronic design automation software that we account for as capital leases. The related liabilities are
apportioned between Accounts payable and Deferred credits and other liabilities on our Consolidated balance sheets, depending on the
contractual timing of payments.
Purchase commitments
Some of our purchase commitments entered in the ordinary course of business provide for minimum payments. At December 31, 2012 , we had
committed to make the following minimum payments under our non-cancellable operating leases, capitalized software licenses and purchase
commitments:
Operating
Leases
$
102
77
66
49
32
80
2013
2014
2015
2016
2017
Thereafter
Capitalized
Software
Licenses
$
46
33
14
—
—
—
Purchase
Commitments
$
77
54
25
18
10
22
Indemnification guarantees
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.
Warranty costs/product liabilities
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 of 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.
General
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. From
time to time, we also negotiate contingent consideration payment arrangements associated with certain acquisitions, which are recorded at fair
value.
Discontinued operations indemnity
In connection with the 2006 sale of the former Sensors & Controls (S&C) business, we have agreed to indemnify Sensata Technologies, Inc., for
specified litigation matters and certain liabilities, including environmental liabilities. In a settlement with a third party, we have agreed to
indemnify that party for certain events relating to S&C products, which events we consider remote. We believe our total remaining potential
exposure from both of these indemnities will not exceed $200 million . As of December 31, 2012 , we believe future payments related to these
indemnity obligations will not have a material effect on our financial condition, results of operations or liquidity.
14. Stockholders’ equity
We are authorized to issue 10,000,000 shares of preferred stock. No preferred stock is currently outstanding.
33
Treasury shares acquired in connection with the board-authorized stock repurchase program in 2012 , 2011 and 2010 were 59,757,780 shares,
59,466,168 shares and 93,522,896 shares, respectively. As of December 31, 2012 , $3.9 billion of stock repurchase authorizations remain, and no
expiration date has been specified.
15. Supplemental financial information
Other income (expense) net
2012
Interest income
Net gains on investments
Tax interest (expense)
Other (a)
$
2011
8 $
18
32
(11)
47 $
2010
11 $
6
1
(13)
5 $
13
11
(2)
15
37
$
Total
(a) Includes lease income of approximately $15 million per year, primarily from the purchaser of a former business. As of December 31,
2012 , the aggregate amount of non-cancellable future lease payments to be received from these leases is $66 million . These leases
contain renewal options. Other also includes miscellaneous non-operational items such as realized gains and losses associated with
former equity investments; gains and losses related to former businesses, including settlements in 2012 and 2011 ; gains and losses from
currency exchange rate changes; and gains and losses from our derivative financial instruments, primarily forward foreign currency
exchange contracts.
Property, plant and equipment at cost
Depreciable Lives
(Years)
—
5-40
3-10
Land
Buildings and improvements
Machinery and equipment
$
$
Total
December 31,
2012
2011
189 $
188
3,006
2,998
3,696
3,947
6,891 $
7,133
Authorizations for property, plant and equipment expenditures in future years were $234 million at December 31, 2012 .
Accrued expenses and other liabilities
Customer incentive programs and allowances
Severance and related expenses
Property and other non-income taxes
Other
$
Total
$
December 31,
2012
2011
213 $
190
217
140
127
98
324
367
881 $
795
Unrealized losses on available-for-sale investments
Postretirement benefit plans:
Net actuarial loss
Net prior service credit
Cash flow hedge derivative
$
December 31,
2012
2011
— $
(3)
Total
$
Accumulated other comprehensive income (loss), net of taxes
34
(701)
7
(5)
(699) $
(780)
9
(2)
(776)
16. Segment and geographic area data
Reportable segments
The information presented in our Notes to financial statements is based on our segment structure existing as of December 31, 2012 . This
structure is comprised of three reportable segments: Analog, Embedded Processing and Wireless. These reportable segments represent groups of
similar products that are combined on the basis of similar design and development requirements, product characteristics, manufacturing
processes and distribution channels. A summary of each reportable segment 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 in every electronic device, whether plugged into a wall
or running off of a battery. Analog includes the following major product lines: HVAL, Power, HPA and SVA.
Embedded Processing – Our Embedded Processing products include our DSPs 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. We make and sell catalog Embedded Processing products used in many different applications and applicationspecific Embedded Processing products used in specific applications, such as communications infrastructure equipment and automotive.
Wireless – Our Wireless products consist of OMAP applications processors, connectivity products and baseband products. We
concentrated our Wireless investments on OMAP applications processors and connectivity products for the smartphone and consumer
tablet markets.
As previously announced, the Wireless segment will be eliminated due to the decision to wind down certain of its product lines. As a
result, we will restructure our reportable segments beginning January 1, 2013, and we will report our first quarter of 2013 financial results
accordingly. Financial results for Wireless products for the smartphone and consumer tablet markets will be included in Other. Financial
results for Wireless products that address embedded applications, a strategic focus for the company, will be reported in the Embedded
Processing segment.
Other
Other includes other operating segments that neither meet the quantitative thresholds for individually reportable segments nor are they
aggregated with other operating segments. These operating segments primarily include our smaller semiconductor product lines such as DLP®
products (primarily used in projectors to create high-definition images), custom semiconductors known as application-specific integrated circuits
(ASICs) and calculators.
Other also includes royalties received for our patented technology that we license to other electronics companies and revenue from transitional
supply agreements related to acquisitions and divestitures. Other may also include certain unallocated income and expenses such as gains and
losses on sales of assets; sales tax refunds; and certain litigation costs, settlements or reserves. Except for these few unallocated items, we
allocate all of our expenses associated with corporate activities to our operating segments based on specific methodologies, such as percentage of
operating expenses or headcount.
Acquisition-related charges related to National are also recorded in Other in 2012 and 2011 , as detailed in Note 2.
Restructuring charges related to the 2011 announced action in Hiji, Japan, and Houston, Texas; losses and insurance proceeds associated with
the 2011 earthquake in Japan; and the 2012 gain on the transfer of the Japan substitutional pension are also included in Other. In 2010 , the gain
related to a divestiture of a product line is included in Other. See Notes 3 and 4 for additional information.
We use centralized manufacturing and facilities organizations to provide products and support to our operating segments. Costs incurred by
these organizations, including depreciation, are charged to the segments on a per-unit basis. Consequently, depreciation expense is not an
independently identifiable component within the segments' results and therefore is not provided.
With the exception of goodwill, we do not identify or allocate assets by operating segment, nor does the chief operating decision maker
evaluate operating segments using discrete asset information. There was no significant intersegment revenue. The accounting policies of the
segments are the same as those described in the summary of significant accounting policies.
35
Segment information
Embedded
Processing
Analog
Revenue
2012
2011
2010
Operating profit (loss)
2012
2011
2010
Wireless
$
6,998
6,375
5,979
$
1,971
2,110
2,073
$
$
1,650
1,693
1,876
$
166
368
491
$
1,357
2,518
2,978
Other
Total
$
2,499
2,732
2,936
$
12,825
13,735
13,966
(525) $
412
683
682
519
1,464
$
1,973
2,992
4,514
Geographic area information
The following geographic area data include revenue, based on product shipment destination and royalty payor location, and property, plant and
equipment, based on physical location:
U.S.
Revenue
2012
2011
2010
$
1,596
1,468
1,539
Asia (a)
$
7,808
8,619
8,903
Europe
$
1,861
1,822
1,760
Rest of
World
Japan
$
1,357
1,462
1,366
$
203
364
398
Total
$
12,825
13,735
13,966
Property, plant and equipment, net
2012
$
1,931 $
1,547 $
241 $
174 $
19 $
3,912
2011
2,159
1,739
276
228
26
4,428
2010
1,694
1,575
139
249
23
3,680
(a) Revenue from products shipped into China (including Hong Kong) was $5.38 billion in 2012 , $5.83 billion in 2011 and $5.69 billion in
2010 .
Major customer
No customer accounts for 10 percent or more of 2012 revenue. Sales to the Nokia group of companies, including sales to indirect contract
manufacturers, accounted for 13 percent and 19 percent of our 2011 and 2010 revenue, respectively. Revenue from sales to Nokia is reflected
primarily in our Wireless segment.
36
Report of independent registered public accounting firm
The Board of Directors and Stockholders
Texas Instruments Incorporated
We have audited the accompanying consolidated balance sheets of Texas Instruments Incorporated and subsidiaries (the Company) as of
December 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows
for each of the three years in the period ended December 31, 2012. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Texas
Instruments Incorporated and subsidiaries at December 31, 2012 and 2011, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s
internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control-Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 22, 2013, expressed an unqualified
opinion thereon.
Dallas, Texas
February 22, 2013
37
Report by management on internal control over financial reporting
The management of TI is responsible for establishing and maintaining effective internal control over financial reporting. TI’s internal control
system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of
financial statements issued for external purposes in accordance with generally accepted accounting principles. There has been no change in our
internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that occurred
during the fourth quarter of 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.
All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
TI management assessed the effectiveness of internal control over financial reporting as of December 31, 2012. In making this assessment, we
used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria) in Internal Control –
Integrated Framework.
Based on our assessment we believe that, as of December 31, 2012, our internal control over financial reporting is effective based on the COSO
criteria.
TI’s independent registered public accounting firm, Ernst & Young LLP, has issued an audit report on the effectiveness of our internal control
over financial reporting, which immediately follows this report.
38
Report of independent registered public accounting firm
on internal control over financial reporting
The Board of Directors and Stockholders
Texas Instruments Incorporated
We have audited Texas Instruments Incorporated’s internal control over financial reporting as of December 31, 2012, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the
COSO criteria). Texas Instruments Incorporated’s management is responsible for maintaining effective internal control over financial reporting,
and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report by management on
internal control over financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting
based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Texas Instruments Incorporated maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2012, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated
balance sheets of Texas Instruments Incorporated and subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of
income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2012, and our
report dated February 22, 2013, expressed an unqualified opinion thereon.
Dallas, Texas
February 22, 2013
39
Summary of selected financial data
[Millions of dollars, except share and per-share amounts]
Revenue
Operating costs and expenses (a) (b)
Operating profit
Interest and debt expense
Other income (expense) net
Income before income taxes
Provision for income taxes
For Years Ended December 31,
2011
2010
2009
2012
$
12,825 $
10,852
1,973
(85)
47
1,935
176
1,759 $
13,735 $
10,743
2,992
(42)
5
2,955
719
2,236 $
13,966
9,452
4,514
—
37
4,551
1,323
3,228
$
2008
$
$
10,427
8,436
1,991
—
26
2,017
547
1,470
$
12,501
10,064
2,437
—
44
2,481
561
1,920
Net income
$
Basic earnings per common share
$
1.53
$
1.91
$
2.66
$
1.16
$
1.46
Diluted earnings per common share
$
1.51
$
1.88
$
2.62
$
1.15
$
1.44
$
0.72 $
0.56 $
0.49 $
0.45 $
0.41
Dividends declared per common share
Average dilutive potential common shares outstanding during
1,146,035
1,171,364
1,212,940
1,268,533
1,321,250
year, in thousands
(a) Includes Acquisition-related charges of $471 million in 2012 and $426 million in 2011 associated with our 2011 acquisition of National.
(b) Includes Restructuring charges/other of $264 million, $112 million, ($111) million, $212 million and $254 million in 2012, 2011, 2010,
2009 and 2008 respectively. The $264 million for 2012 includes a gain on the transfer of a Japan substitutional pension of $144
million, and the ($111) million for 2010 includes a $144 million gain from the divestiture of a product line.
Working capital
Property, plant and equipment, net
Total assets
Long-term debt
Stockholders’ equity
Number of:
Employees
Stockholders of record
Net cash provided by operating activities
Capital expenditures (Additions to property, plant and
equipment)
Dividends paid
Stock repurchases
$
2012
4,800
3,912
20,021
4,186
10,961
$
34,151
18,128
$
2012
3,414
495
819
1,800
2011
4,329
4,428
20,497
4,211
10,952
34,759
19,733
$
December 31,
2010
$
5,079 $
3,680
13,401
—
10,437
29,537
25,107
For Years Ended December 31,
2011
2010
2009
3,256 $
3,820 $
2,643
2008
3,330
1,199
592
2,454
753
567
954
See Notes to financial statements and Management’s discussion and analysis of financial condition and results of operations.
40
$
2008
4,258
3,304
11,923
—
9,326
26,584
24,190
816
644
1,973
28,412
20,525
2009
4,527
3,158
12,119
—
9,722
$
763
537
2,122
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 35 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 2012 as measured by revenue, according to preliminary estimates from an
external source.
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 products, more than 100,000 orderable parts, are integrated circuits that 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. This broad portfolio includes products that are integral to almost all electronic
equipment.
We sell catalog and, to a lesser extent, custom semiconductor products. Catalog products are designed for use by many customers and/or many
applications and are sold through both distribution and direct channels. The majority of our catalog products are proprietary, but some are
commodity products. The life cycles of catalog products generally span multiple years, with some products continuing to sell for decades after
their initial release. 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.
Our segments represent groups of similar products that are combined on the basis of similar design and development requirements, product
characteristics, manufacturing processes and distribution channels, and how management allocates resources and measures results. 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 in every electronic device, whether plugged into a wall or running off a battery. We estimate that
we sell our Analog products to more than 100,000 customers. These sales generated about 55 percent of our revenue in 2012. According to
external sources, the worldwide market for analog semiconductors was about $39 billion in 2012. Our Analog segment's revenue in 2012 was
about $7.0 billion, or about 18 percent of this fragmented market, the leading position. We believe that we are well positioned to increase our
market share over time.
Our Analog segment includes the following major product lines: High Volume Analog & Logic (HVAL), Power Management (Power), High
Performance Analog (HPA) and Silicon Valley Analog (SVA).
HVAL products: These include both high-volume analog and logic products. High-volume analog includes integrated analog products for
specific applications, including custom products. End markets for high-volume analog products include communications, automotive, computing
and many consumer electronics products. Logic includes some commodity products marketed to many different customers for many different
applications.
Power products: These include both catalog and application-specific products 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
41
(products that require an external electrical source, such as computers, digital TVs, wireless basestations and high-voltage industrial equipment).
HPA products: These include catalog analog products, such as amplifiers, data converters and interface semiconductors, 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. HPA products generally have long life cycles, often more than 10 years.
SVA products: These consist of products that we acquired through our purchase of National Semiconductor Corporation (National) in 2011.
These include power management, data converter, interface and operational amplifier catalog analog products, nearly all of which are
complementary to our other Analog products. This portfolio of thousands of products is marketed to many different customers who use them in
manufacturing a wide range of products sold in many end markets. SVA products generally have long life cycles, often more than 10 years.
Embedded Processing
Our Embedded Processing products include our DSPs 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 2012. According to external sources, the worldwide market for embedded
processors was about $17 billion in 2012. Our Embedded Processing segment's revenue in 2012 was about $2.0 billion. This was the number two
position and represented about 12 percent of this fragmented market. 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 catalog Embedded Processing products used in many
different applications and application-specific Embedded Processing products used in communications infrastructure equipment and automotive
applications.
Wireless
During 2012, our Wireless products consisted of OMAP TM applications processors, connectivity products and baseband products. We
concentrated our Wireless investments on OMAP applications processors and connectivity products for the smartphone and consumer tablet
markets. Sales of Wireless products generated about $1.4 billion, or about 11 percent, of our revenue for 2012, of which OMAP and
connectivity products represented about $1.1 billion. We had $0.3 billion in revenue from baseband products, a product line that we have
previously announced we are exiting.
In November 2012, we announced that we would restructure our Wireless business to focus investments on embedded markets with greater
potential for sustainable growth. Specifically, we now focus our OMAP applications processors and connectivity products on embedded
applications with long life cycles instead of on the smartphone and consumer tablet markets, where large customers are increasingly developing
their own custom chips. These changes will result in lower resource and investment demands and, as we have previously announced,
elimination of the Wireless segment. As a result of the Wireless restructuring, we recorded a $351 million charge in the fourth quarter of 2012,
of which $245 million was for severance and benefit costs and $106 million was for non-cash items, which includes a non-tax deductible
goodwill impairment of $90 million. We expect about 1,700 jobs to be eliminated and about $450 million in annualized cost savings to be
realized by the time this action is completed in 2013.
Embedded OMAP applications processors, which often use a standard operating system such as Android, Linux, QNX or Windows, are used in
applications that are multi-function, need a graphically intensive user interface and often are connected to the Internet. Embedded connectivity
products include low-power wireless network standards like Zigbee ® , and other technologies such as Bluetooth ® , WiFi, GPS and Near Field
Communications. Both of these product lines have many of the same characteristics as those in our Embedded Processing segment and will be
reported in that segment beginning with our first-quarter 2013 financial report. In 2012, sales of these products were about $150 million.
We expect our revenue from OMAP and connectivity products sold into smartphone and consumer tablet applications to decline rapidly in 2013
and to substantially cease by the end of the year. We also expect baseband revenue to be essentially zero in 2013. Beginning with our firstquarter 2013 financial report, financial results for Wireless products for the smartphone and consumer tablet markets will be included in Other.
42
Other
Other includes revenue from our smaller product lines, such as DLP ® (primarily used in projectors to create high-definition images), custom
semiconductors known as application-specific integrated circuits (ASICs) and calculators. It also includes royalties received for our patented
technology that we license to other electronics companies and revenue from transitional supply agreements related to acquisitions and
divestitures. Other generated about $2.5 billion, or about 19 percent of our revenue, in 2012. We also include in Other certain acquisition-related
charges that are not used in evaluating results of and allocating resources to our Analog, Embedded Processing and Wireless segments. These
charges include certain fair-value adjustments, restructuring charges, transaction expenses, acquisition-related retention bonuses and
amortization of intangible assets. Other also includes certain corporate-level items, such as litigation and environmental costs, insurance
proceeds, and assets and liabilities associated with our centralized operations, such as our worldwide manufacturing, facilities and procurement
operations.
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 catalog products and their inherently lower risk of obsolescence, we generally carry more
inventory of those products than custom products. Additionally, we sometimes maintain catalog-product inventory in unfinished wafer form, as
well as higher finished-goods inventory of low-volume products, allowing greater flexibility in periods of high demand. We also have
consignment inventory programs in place for our largest customers and some distributors.
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, the wafer is cut into individual units and each unit is
assembled into a package that then is usually retested. The entire process takes place in highly specialized facilities and requires an average of 12
weeks, with most products completing within 8 to 16 weeks.
The cost and lifespan of the equipment and processes we use to manufacture semiconductors vary by technology. Our Analog products and most
of our Embedded Processing products can be manufactured using mature and stable, and therefore less expensive, equipment than is needed for
manufacturing advanced CMOS logic products, such as our Wireless products.
We own and operate semiconductor manufacturing facilities in North America, Asia, Japan and Europe. These include both 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.
We expect to maintain sufficient internal wafer fabrication capacity to meet the vast majority of our production needs. To supplement our
internal wafer fabrication capacity and maximize our responsiveness to customer demand and return on capital, our wafer manufacturing strategy
utilizes the capacity of outside suppliers, commonly known as foundries, and subcontractors. In 2012, we sourced about 20 percent of our total
wafers and about 75 percent of our advanced CMOS logic needs from external foundries.
In 2011, we initiated closure of an older wafer fabrication facility in Hiji, Japan, and another in Houston, Texas. We expect to complete these
plant closures in 2013.
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.
Market cycle
The “semiconductor cycle” is an important concept that refers to the ebb and flow of supply and demand. The semiconductor market historically
has been characterized by periods of tight supply caused by strengthening demand and/or insufficient
43
manufacturing capacity, followed by periods of surplus inventory caused by weakening demand and/or excess manufacturing capacity. These are
typically referred to as upturns and downturns in the semiconductor cycle. The semiconductor 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
and fourth quarters and stronger in the second and third quarters, 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.
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 may reflect in our financial statements one or more tax refunds or
assessments, or changes to tax liabilities, involving one or more taxing authorities.
Results of operations
The information presented in this Management's discussion and analysis of financial condition and results of operations (MD&A) is based on our
segment structure as it existed as of December 31, 2012. Additionally, the MD&A reflects our reclassification of certain amounts in the prior
periods' financial statements to conform to the 2012 presentation. Throughout the following discussion of our results of operations, unless
otherwise noted, changes in our revenue are attributable to changes in customer demand, which are evidenced by fluctuations in shipment
volumes. New products tend not to have a significant impact because our revenue is derived from such a large number of products. From time to
time, our revenue and gross profit are affected by changes in demand for higher-priced or lower-priced products, which we refer to as changes in
the "mix" of products shipped.
2012 compared with 2011
During 2012, we faced a weak demand environment, but our operations performed well and we strengthened our strategic position. We reached
a milestone in 2012, with 70 percent of our revenue coming from our core businesses of Analog and Embedded Processing. Also during the
year, we successfully integrated National into our operations and increased the diversity of our customer base, especially in the industrial sector.
Despite lower revenue that resulted primarily from our exit from Wireless baseband products, we grew our free cash flow to almost $3 billion, or
23 percent of revenue. Our free cash flow was the result of more of our revenue coming from Analog and Embedded Processing, which offer
solid growth and high margins and have low capital needs. We returned 90 percent of this free cash flow to stockholders through our continued
share repurchases and higher dividend payments. Free cash flow will continue to benefit from our strategic purchases of manufacturing capacity
during the past few years. (Free cash flow is a non-GAAP financial measure. For a reconciliation to GAAP and an explanation of the purpose for
providing this non-GAAP measure, see the Non-GAAP financial information section after the Liquidity and capital resources section.)
44
2012
Revenue by segment:
Analog
Embedded Processing
Wireless
Other
Revenue
Cost of revenue (COR)
Gross profit
Research and development (R&D)
Selling, general and administrative (SG&A)
Acquisition charges
Restructuring charges/other
Operating profit
Other income (expense) net (OI&E)
Interest and debt expense
Income before income taxes
Provision for income taxes
$
Net income
$
6,998
1,971
1,357
2,499
12,825
6,457
6,368
1,877
1,804
450
264
1,973
47
85
1,935
176
1,759
Diluted earnings per common share
$
1.51
Percentage of revenue:
Gross profit
R&D
SG&A
Operating profit
49.6%
14.6%
14.1%
15.4%
For Years Ended
December 31,
2011
$
2010
$
$
6,375
2,110
2,518
2,732
13,735
6,963
6,772
1,715
1,638
315
112
2,992
5
42
2,955
719
2,236
$
1.88
$
49.3%
12.5%
11.9%
21.8%
$
5,979
2,073
2,978
2,936
13,966
6,474
7,492
1,570
1,519
—
(111)
4,514
37
—
4,551
1,323
3,228
2.62
53.6%
11.2%
10.9%
32.3%
As required by accounting rule ASC 260, net income allocated to unvested restricted stock units (RSUs), on which we pay dividend equivalents,
is excluded from the calculation of earnings per share (EPS). The amount excluded was $31 million, $34 million and $44 million for the years
ended December 31, 2012, 2011 and 2010, respectively.
Details of 2012 financial results
Revenue in 2012 was $12.82 billion, down $910 million, or 7 percent, from 2011 primarily due to a weak demand environment. Revenue from a
full year's inclusion of SVA slightly more than offset lower revenue from Wireless baseband products.
Gross profit in 2012 was $6.37 billion, a decrease of $404 million, or 6 percent, from 2011. The decrease was primarily due to lower revenue.
Gross profit margin in 2012 was 49.6 percent of revenue compared with 49.3 percent in 2011.
Operating expenses were $1.88 billion for R&D and $1.80 billion for SG&A. R&D expense increased $162 million, or 9 percent, from 2011
primarily due to the inclusion of a full year of SVA. R&D expense as a percent of revenue was 14.6 percent compared with 12.5 percent in 2011.
SG&A expense increased $166 million, or 10 percent, from 2011 due to the inclusion of a full year of SVA. SG&A expense as a percent of
revenue was 14.1 percent compared with 11.9 percent in 2011.
Acquisition charges related to the National acquisition were $450 million in 2012 and $315 million in 2011. The increase was due to a full year
of amortization of acquired intangible assets. See Notes 2 and 10 to the financial statements for details.
45
Restructuring charges/other were $264 million in 2012 and $112 million in 2011. The increase was primarily due to the restructuring action in
the Wireless segment, partially offset by a $144 million gain we recognized from the transfer of the obligations and assets of a portion of our
Japan pension program from the pension trust to the government of Japan. See Note 3 to the financial statements for details.
Operating profit was $1.97 billion, or 15.4 percent of revenue, compared with $2.99 billion, or 21.8 percent of revenue, in 2011. The decrease
was due to, in decreasing order, lower gross profit, higher operating expenses, higher restructuring charges and higher acquisition charges.
OI&E for 2012 was income of $47 million compared with $5 million for 2011. The increase was primarily due to tax-related interest income.
Interest and debt expense was $85 million compared with $42 million in the year-ago period. The increase over 2011 was primarily due to
having debt outstanding for a full year in 2012 compared with about eight months in 2011. We issued debt in May 2011 and assumed debt in
September 2011, both in connection with our acquisition of National. See Note 12 to the financial statements for details.
The annual effective tax rate for 2012 was 22 percent. Taxes at this rate were reduced by discrete tax benefits of $252 million, resulting in a total
tax provision for 2012 of $176 million compared with a total tax provision of $719 million for the prior year. The decrease in the total tax
provision was due to the combination of lower income before income taxes and the impact of the discrete tax benefits. The decrease was
partially offset by the impact of the expiration of the federal research tax credit at the end of 2011. The discrete tax benefits in 2012 were
primarily due to additional U.S. tax benefits for manufacturing related to the years 2000 through 2011. The tax provision for 2012 did not
include the January 2013 reinstatement of the federal research tax credit. The effect of the reinstatement of about $65 million for 2012 will be
recorded as a discrete tax benefit in the first quarter of 2013.
See Note 7 to the financial statements for a reconciliation of effective tax rates to the statutory federal tax rate.
Net income was $1.76 billion, a decrease of $477 million, or 21 percent, from 2011. EPS for 2012 was $1.51 compared with $1.88 for 2011. The
decline in EPS was due to lower net income. EPS benefitted $0.03 from 2011 due to a lower number of average shares outstanding as a result of
our stock repurchase program.
Segment results
A detailed discussion of our segment results appears below.
Analog
2012
Revenue
Operating profit
Operating profit % of revenue
$
6,998
$
1,650
23.6%
2011
6,375
1,693
26.6%
Change
10 %
-3 %
Analog revenue increased $623 million, or 10 percent, from 2011 primarily due to the inclusion of a full year of SVA, and to a lesser extent,
growth in Power Management. Partially offsetting the increase was lower revenue from High Performance Analog. Revenue from High Volume
Analog & Logic products was about even.
Operating profit was $1.65 billion, or 23.6 percent of revenue. This was a decrease of $43 million, or 3 percent, compared with 2011 primarily
due to higher operating expenses from the inclusion of a full year of SVA, partially offset by higher gross profit.
46
Embedded Processing
2012
Revenue
Operating profit
Operating profit % of
revenue
$
1,971
166
2011
$
8.4%
2,110
368
Change
-7 %
-55 %
17.4%
Embedded Processing revenue decreased $139 million, or 7 percent, compared with 2011 due to lower revenue from products sold into
communications infrastructure applications and, to a lesser extent, a less favorable mix of catalog products shipped. The decrease was partially
offset by revenue from products sold into automotive applications.
Operating profit was $166 million, or 8.4 percent of revenue. This was a decrease of $202 million, or 55 percent, compared with 2011 primarily
due to lower gross profit.
Wireless
2012
Revenue
Operating profit (loss)
Operating profit (loss) % of revenue
Restructuring charges/other*
$
$
1,357
$
(525)
(38.7)%
351
$
2011
2,518
412
16.4%
—
Change
-46 %
n/a
* Included in Operating profit (loss)
Wireless revenue decreased $1.16 billion, or 46 percent, from 2011 primarily due to our planned exit from baseband products. Revenue from
connectivity products, and to a lesser extent, OMAP applications processors also declined. Baseband revenue for 2012 was $294 million, a
decrease of $810 million, or 73 percent, compared with 2011. We expect revenue from Wireless products for the smartphone and consumer
tablet markets to wind down to essentially zero by the end of 2013.
Wireless had an operating loss of $525 million for 2012, compared with operating profit of $412 million in 2011. The decrease was primarily
due to lower revenue and associated gross profit, and to a lesser extent, restructuring charges.
Other
2012
Revenue
Operating profit
Operating profit % of revenue
Restructuring charges/other*
Acquisition charges*
$
$
2,499
$
682
27.3%
(87)
$
450
2011
2,732
519
19.0%
112
315
Change
-9 %
31 %
* Included in Operating profit
Revenue from Other was $2.50 billion in 2012. This was a decrease of $233 million, or 9 percent, from 2011 primarily due to the expiration of
transitional supply agreements and, to a lesser extent, a less favorable mix of DLP products shipped. Revenue from calculators and royalties also
declined. The decrease was partially offset by business interruption insurance proceeds resulting from the 2011 Japan earthquake and increased
revenue from custom ASIC products.
Operating profit for 2012 from Other was $682 million, or 27.3 percent of revenue. This was an increase of $163 million, or 31 percent,
compared with 2011 due to lower restructuring charges, partially offset by higher acquisition charges. Included in Restructuring charges/other
for 2012 was a $144 million gain from the Japan pension program change. The increase in acquisition charges was due to a full year of increased
amortization expense for acquired intangible assets.
47
Prior results of operations - 2011 compared with 2010
Our 2011 revenue was $13.73 billion, net income was $2.24 billion and EPS was $1.88.
Although 2011 started strong, global economic uncertainty and the March 2011 earthquake in Japan impacted TI, our customers and our
suppliers. Despite these challenges, we successfully completed the acquisition of National, we gained share in the Analog and Embedded
Processing markets, and we continued to wind down our baseband operations.
Revenue in 2011 was $13.73 billion, down $231 million, or 2 percent, from 2010 due to lower revenue from Wireless baseband products.
Gross profit in 2011 was $6.77 billion, a decrease of $720 million, or 10 percent, from 2010. The decrease was primarily due to a combination
of, in decreasing order, lower revenue, lower average levels of factory utilization as we reduced production in response to weaker demand,
acquisition-related charges reflected in COR and inventory charges. Lower factory utilization decreased our gross profit by $175 million from
2010. Gross profit margin was 49.3 percent of revenue compared with 53.6 percent in 2010.
Operating expenses were $1.72 billion for R&D and $1.64 billion for SG&A. R&D expense increased $145 million, or 9 percent, from 2010 due
to the addition of a partial year of SVA and higher product development costs in our other major Analog product lines, Embedded Processing
and Wireless. R&D expense as a percent of revenue was 12.5 percent compared with 11.2 percent in 2010.
SG&A expense increased $119 million, or 8 percent, from 2010 primarily due to the addition of a partial year of SVA, and to a lesser extent,
higher investments in sales and marketing in support of our other major Analog product lines, Embedded Processing and Wireless. SG&A
expense as a percent of revenue was 11.9 percent compared with 10.9 percent in 2010.
Acquisition charges were $315 million in 2011. There were no acquisition charges in 2010.
Restructuring charges/other of $112 million for 2011 were associated with the action initiated to close certain manufacturing facilities in Texas
and Japan. Restructuring charges/other for 2010 included $33 million of restructuring charges associated with pension benefit settlements related
to actions taken in 2009, offset by a gain of $144 million from the divestiture of a product line included in Other.
Operating profit was $2.99 billion, or 21.8 percent of revenue, compared with $4.51 billion, or 32.3 percent of revenue, in 2010. The decrease
was due to, in decreasing order, lower gross profit, higher total acquisition-related charges, higher operating expenses and a gain on the
divestiture of a product line in 2010.
OI&E for 2011 was income of $5 million. This was $32 million lower than in 2010 due to an expense in 2011 associated with a settlement
related to a divested business.
Interest and debt expense was $42 million. This included interest and amortization of debt expense associated with our issuance of new debt in
2011 and the assumption of debt as a result of our acquisition of National.
The tax provision for 2011 was $719 million compared with $1.32 billion for the prior year. The decrease was primarily due to lower income
before income taxes.
Net income was $2.24 billion, a decrease of $992 million from 2010. EPS for 2011 was $1.88 compared with $2.62 for 2010. EPS benefited
$0.07 from 2010 due to a lower number of average shares outstanding as a result of our stock repurchase program.
Segment results
A detailed discussion of our segment results appears below.
48
Analog
2011
Revenue
Operating profit
Operating profit % of revenue
Restructuring charges/other*
$
$
6,375
$
1,693
26.6%
—
$
2010
Change
5,979
1,876
31.4%
13
7%
-10 %
* Included in Operating profit
Analog revenue increased $396 million, or 7 percent, from 2010 primarily due to the inclusion of a partial year of SVA, and to a lesser extent,
increased shipments of Power Management and High Volume Analog & Logic products. Partially offsetting these increases was lower revenue
from High Performance Analog due to normal price declines.
Operating profit was $1.69 billion, or 26.6 percent of revenue. This was a decrease of $183 million, or 10 percent, compared with 2010 due to
higher operating expenses from the inclusion of a partial year of SVA and, to a lesser extent, lower gross profit resulting from lower factory
utilization.
Embedded Processing
2011
Revenue
Operating profit
Operating profit % of revenue
Restructuring charges/other*
$
$
2,110
$
368
17.4%
—
$
2010
Change
2,073
491
23.7%
6
2%
-25 %
* Included in Operating profit
Embedded Processing revenue increased $37 million, or 2 percent, compared with 2010 due to increased shipments of products sold into
automotive and communications infrastructure applications. Partially offsetting these increases was lower revenue from catalog products
resulting from a less favorable mix of catalog products shipped.
Operating profit was $368 million, or 17.4 percent of revenue. This was a decrease of $123 million, or 25 percent, compared with 2010 primarily
due to lower gross profit, and to a lesser extent, higher operating expenses. Lower gross profit was primarily due to lower factory utilization and
the effect of the mix of products, which contributed about equally to the change.
Wireless
2011
Revenue
Operating profit
Operating profit % of revenue
Restructuring charges/other*
$
$
2,518
$
412
16.4%
—
$
2010
2,978
683
22.9%
10
Change
-15 %
-40 %
* Included in Operating profit
Wireless revenue decreased $460 million, or 15 percent, from 2010 due to decreased shipments of baseband products, and to a much lesser
extent, connectivity products. Partially offsetting these decreases was growth in revenue from OMAP applications processors due to a more
favorable mix of products shipped. Baseband revenue for 2011 was $1.10 billion, a decrease of $609 million, or 36 percent, compared with
2010.
49
Operating profit was $412 million, or 16.4 percent of revenue. This was a decrease of $271 million, or 40 percent, compared with 2010 primarily
due to lower revenue and associated gross profit.
Other
2011
Revenue
Operating profit
Operating profit % of revenue
Restructuring charges/other*
Acquisition charges*
$
$
2,732
$
519
19.0%
112
$
315
2010
Change
2,936
1,464
49.9%
(140)
—
-7 %
-65 %
* Included in Operating profit
Revenue from Other was $2.73 billion in 2011. This was a decrease of $204 million, or 7 percent, from 2010 primarily due to decreased
shipments across most areas.
Operating profit for 2011 from Other was $519 million, or 19.0 percent of revenue. This was a decrease of $945 million, or 65 percent,
compared with 2010 due to charges associated with the National acquisition; the absence of a gain on divestiture; lower revenue and associated
gross profit; restructuring charges related to the action initiated in 2011 to close certain manufacturing facilities in Texas and Japan; and the net
losses associated with the Japan earthquake.
Financial condition
At the end of 2012, total cash (Cash and cash equivalents plus Short-term investments) was $3.96 billion, an increase of $1.03 billion from the
end of 2011.
Accounts receivable were $1.23 billion at the end of 2012. This was a decrease of $315 million compared with the end of 2011. The decrease in
accounts receivable was due to lower revenue in December 2012 than in December 2011. Days sales outstanding were 37 at the end of 2012
compared with 41 at the end of 2011.
Inventory was $1.76 billion at the end of 2012. This was a decrease of $31 million from the end of 2011. Days of inventory at the end of 2012
were 103 compared with 86 at the end of 2011. Our days of inventory increased in order to support higher customer service levels.
Liquidity and capital resources
Our primary source of liquidity is cash flow from operations. Additional sources of liquidity are Cash and cash equivalents, Short-term
investments and revolving credit facilities. Cash flow from operations for 2012 was $3.41 billion, an increase of $158 million from the prior year
due to an increase in cash provided by working capital.
We had $1.416 billion of Cash and cash equivalents and $2.549 billion of Short-term investments as of December 31, 2012.
We have a variable-rate revolving credit facility with a consortium of investment-grade banks that allows us to borrow up to $2 billion until
March 2017. This credit facility also serves as support for the issuance of commercial paper. As of December 31, 2012, we had no commercial
paper outstanding.
In 2012, investing activities used $1.04 billion. This compares with $6.17 billion used in 2011 primarily for the National acquisition, net of cash
acquired. See Note 2 to the financial statements for details. For 2012, capital expenditures (Additions to property, plant and equipment) were
$495 million compared with $816 million in 2011. Capital expenditures in 2012 were primarily for semiconductor manufacturing equipment.
We used cash of $604 million to make net purchases of short-term investments in 2012 compared with $98 million in 2011.
In 2012, financing activities used net cash of $1.95 billion and provided $2.59 billion in 2011. In 2012, we received proceeds of $1.49 billion
from the issuance of fixed-rate long-term debt (net of original issuance discount). This compares with proceeds
50
in 2011 of $3.50 billion we received from the issuance of fixed- and variable-rate long-term debt (net of the original issuance discount) and
$1.20 billion from the issuance of commercial paper. The 2011 issuance of long-term debt was used in the National acquisition. The commercial
paper was issued for general corporate purposes and to maintain cash balances at desired levels. See Note 12 to the financial statements for
additional details. We used $1.38 billion to repay debt and commercial paper in 2012 compared with $200 million used to repay commercial
paper in 2011. Dividends paid in 2012 of $819 million compared with $644 million in 2011, reflecting increases in the dividend rate in each
year. In September 2012, we announced a 24 percent increase in our quarterly cash dividend. The quarterly dividend increased from $0.17 to
$0.21 per share, resulting in an annualized dividend payment of $0.84 per share. We used $1.80 billion to repurchase 59.8 million shares of our
common stock in 2012 compared with $1.97 billion used to repurchase 59.5 million shares in 2011. Employee exercises of stock options are also
reflected in cash from financing activities. In 2012, these exercises provided cash proceeds of $523 million compared with $690 million in 2011.
We believe we have the necessary financial resources and operating plans to fund our working capital needs, capital expenditures, dividend and
debt-related payments, and other business requirements for at least the next 12 months.
Non-GAAP financial information
This MD&A includes a discussion of free cash flow, a measure that was not prepared in accordance with generally accepted accounting
principles in the United States (non-GAAP measure). We provide this measure to give investors insight into the company's liquidity and cashgenerating capability and the amount of its cash available to return to investors. It is supplemental to the comparable GAAP measure.
Free cash flow was calculated by subtracting capital expenditures (Additions to property, plant and equipment) from Cash flows from operating
activities. The components of this calculation are included in the table below.
Cash flows from operating activities (GAAP)
Less capital expenditures (Additions to property, plant and
equipment)
$
Free cash flow (non-GAAP)
$
For Years Ended
December 31,
2012
2011
3,414 $
3,256
495
2,919
$
816
2,440
Long-term contractual obligations
Contractual obligations
Long-term debt obligations (a)
Operating lease obligations (b)
Software license obligations (c)
Purchase obligations (d)
Deferred compensation plan (e)
Total (f)
2013
$
1,500
102
46
77
12
$
1,737
2014/2015
$
2,000
143
47
79
31
$
2,300
Payments Due by Period
2016/2017
Thereafter
$
1,375
$
750
81
80
—
—
28
22
30
66
$
1,514
$
918
$
$
Total
5,625
406
93
206
139
6,469
(a) Long-term debt obligations include amounts classified as the current portion of long-term debt, i.e., obligations that will be retired within 12
months. The related interest payments are not included.
(b) Includes minimum payments for leased facilities and equipment, as well as purchases of industrial gases under contracts accounted for as an
operating lease.
(c) Includes payments under license agreements for electronic design automation software.
(d) Includes contractual arrangements with suppliers where there is a fixed non-cancellable payment schedule or minimum payments due with a
reduced delivery schedule. Excluded from the table are cancellable arrangements. However,
51
depending on when certain purchase arrangements may be cancelled, an additional $10 million of cancellation penalties may be required to
be paid, which are not reflected in the table.
(e) Includes an estimate of payments under this plan for the liability that existed at December 31, 2012.
(f) Excluded from the table are $184 million of uncertain tax liabilities under ASC 740, as well as any planned, future funding contributions to
retirement benefit plans. Amounts associated with uncertain tax liabilities have been excluded because of the difficulty in making
reasonably reliable estimates of the timing of cash settlements with the respective taxing authorities. Regarding future funding of retirement
benefit plans, we plan to contribute about $100 million in 2013, but funding projections beyond 2013 are not practical to estimate due to the
rules affecting tax-deductible contributions and the impact from the plans' asset performance, interest rates and potential U.S. and non-U.S.
legislation.
Critical accounting policies
In preparing our consolidated financial statements in conformity with accounting principles generally accepted in the United States, we use
statistical analyses, estimates and projections that affect the reported amounts and related disclosures and may vary from actual results. We
consider the following accounting policies to be both those that are most important to the portrayal of our financial condition and that require the
most subjective judgment. If actual results differ significantly from management's estimates and projections, there could be a significant effect
on our financial statements.
Revenue recognition
Revenue from sales of our products, including sales to our distributors, is recognized upon shipment or delivery, depending upon the terms of the
sales order, provided that persuasive evidence of a sales arrangement exists, title and risk of loss have transferred to the customer, the sales
amounts are fixed or determinable, and collection of the revenue is reasonably assured. Revenue from sales of our products that are subject to
inventory consignment agreements is recognized when the customer or distributor pulls product from consignment inventory that we store at
designated locations.
We reduce revenue based on estimates of future credits to be granted to customers. Credits include volume-based incentives, other special
pricing arrangements and product returns due to quality issues. Our estimates of future credits are based on historical experience, analysis of
product shipments and contractual arrangements with customers and distributors.
In 2012, about 50 percent of our revenue was generated from sales of our products to distributors. We recognize distributor revenue net of
allowances, which are management's estimates based on analysis of historical data, current economic conditions and contractual terms. These
allowances recognize the impact of credits granted to distributors under certain programs common in the semiconductor industry whereby
distributors receive certain price adjustments to meet individual competitive opportunities, or are allowed to return or scrap a limited amount of
product in accordance with contractual terms agreed upon with the distributor, or receive price protection credits when our standard published
prices are lowered from the price the distributor paid for product still in its inventory, or other incentives designed to maximize growth
opportunities. Historical claims data are maintained for each of the programs, with differences among geographic regions taken into
consideration. We continually monitor the actual claimed allowances against our estimates, and we adjust our estimates as appropriate to reflect
trends in distributor revenue and inventory levels. Allowances are also adjusted when recent historical data do not represent anticipated future
activity. About 40 percent of our distributor revenue is generated from sales of consigned inventory, and we expect this proportion to grow over
time. The allowances we record against this revenue are not material.
In addition, we monitor collectability of accounts receivable primarily through review of the accounts receivable aging. When collection is at
risk, we assess the impact on amounts recorded for bad debts and, if necessary, will record a charge in the period such determination is made.
Income taxes
In determining net income for financial statement purposes, we must make certain estimates and judgments in the calculation of tax provisions
and the resultant tax liabilities, and in the recoverability of deferred tax assets that arise from temporary differences between the tax and financial
statement recognition of revenue and expense.
In the ordinary course of global business, there may be many transactions and calculations where the ultimate tax outcome is uncertain. The
calculation of tax liabilities involves dealing with uncertainties in the application of complex tax laws. We recognize potential liabilities for
anticipated tax audit issues in the U.S. and other tax jurisdictions based on an estimate of the ultimate resolution of whether, and the extent to
which, additional taxes will be due. Although we believe the estimates are reasonable, no assurance can be given that the final outcome of these
matters will not be different than what is reflected in the historical income tax provisions and accruals.
52
As part of our financial process, we must assess the likelihood that our deferred tax assets can be recovered. If recovery is not likely, the
provision for taxes must be increased by recording a reserve in the form of a valuation allowance for the deferred tax assets that are estimated not
to be ultimately recoverable. In this process, certain relevant criteria are evaluated including the existence of deferred tax liabilities that can be
used to absorb deferred tax assets, the taxable income in prior years that can be used to absorb net operating losses and credit carrybacks, and
taxable income in future years. Our judgment regarding future recoverability of our deferred tax assets based on these criteria may change due to
various factors, including changes in U.S. or international tax laws and changes in market conditions and their impact on our assessment of
taxable income in future periods. These changes, if any, may require material adjustments to the deferred tax assets and an accompanying
reduction or increase in net income in the period when such determinations are made.
In addition to the factors described above, the effective tax rate reflected in forward-looking statements is based on then-current tax law.
Significant changes in tax law enacted during the year could affect these estimates. Retroactive changes in tax law enacted subsequent to the end
of a reporting period are reflected in the period of enactment as a discrete tax item.
Inventory valuation allowances
Inventory is valued net of allowances for unsalable or obsolete raw materials, work-in-process and finished goods. Allowances are determined
quarterly by comparing inventory levels of individual materials and parts to historical usage rates, current backlog and estimated future sales and
by analyzing the age of inventory, in order to identify specific components of inventory that are judged unlikely to be sold. Allowances are also
calculated quarterly for instances where inventoried costs for individual products are in excess of market prices for those products. In addition to
this specific identification process, statistical allowances are calculated for remaining inventory based on historical write-offs of inventory for
salability and obsolescence reasons. Actual future write-offs of inventory for salability and obsolescence reasons may differ from estimates and
calculations used to determine valuation allowances due to changes in customer demand, customer negotiations, technology shifts and other
factors.
Impairment of acquisition-related intangibles and goodwill
We review acquisition-related intangible assets for impairment when certain indicators suggest the carrying amount may not be recoverable.
Factors considered include the underperformance of an asset compared with expectations and shortened useful lives due to planned changes in
the use of the assets. Recoverability is determined by comparing the carrying amount of the assets to estimated future undiscounted cash flows.
If future undiscounted cash flows are less than the carrying amount, an impairment charge would be recognized for the excess of the carrying
amount over fair value, determined by utilizing a discounted cash flow technique. Additionally, in the case of intangible assets that will continue
to be used in future periods, a shortened useful life may be utilized if appropriate, resulting in accelerated amortization based upon the expected
net realizable value of the asset at the date the asset will no longer be utilized.
We review goodwill for impairment annually, or more frequently if certain impairment indicators arise, such as significant changes in business
climate, operating performance or competition, or upon the disposition of a significant portion of a reporting unit. A significant amount of
judgment is involved in determining if an indicator of impairment has occurred between annual test dates. This impairment review compares the
fair value for each reporting unit containing goodwill to its carrying value. Determining the fair value of a reporting unit involves the use of
significant estimates and assumptions, including projected future cash flows, discount rates based on weighted average cost of capital and future
economic and market conditions. We base our fair-value estimates on assumptions we believe to be reasonable.
Actual cash flow amounts for future periods may differ from estimates used in impairment testing.
Business combinations
The acquisition method of accounting requires that we recognize the assets acquired and liabilities assumed at their acquisition date fair values.
Goodwill is measured as the excess of consideration transferred over the acquisition date net fair values of the assets acquired and the liabilities
assumed.
The measurement of the fair values of assets acquired and liabilities assumed requires considerable judgment. Although independent appraisals
may be used to assist in the determination of the fair values of certain assets and liabilities, those determinations are usually based on significant
estimates provided by management, such as forecasted revenue or profit. In determining the fair value of intangible assets, an income approach
is generally used and may incorporate the use of a discounted cash flow method. In applying the discounted cash flow method, the estimated
future cash flows and residual values for each intangible asset are discounted to a present value using a discount rate based on an estimated
weighted average cost of capital for the semiconductor industry. These cash flow projections are based on management's estimates of economic
and market conditions including revenue growth rates, operating margins, capital expenditures and working capital requirements.
53
While we use our best estimates and assumptions as part of the process to value assets acquired and liabilities assumed at the acquisition date,
our estimates are inherently uncertain and subject to refinement. During the measurement period, which occurs before finalization of the
purchase price allocation, changes in assumptions and estimates that result in adjustments to the fair values of assets acquired and liabilities
assumed are recorded on a retrospective basis as of the acquisition date, with the corresponding offset to goodwill. Upon the conclusion of the
measurement period, any subsequent adjustments will be recorded to our Consolidated statements of income. The measurement period for the
National acquisition concluded on December 31, 2011.
Changes in accounting standards
As of December 31, 2012, the Financial Accounting Standards Board had issued several accounting standards that we have not yet been required
to adopt. None of these standards would have a material effect on our financial condition, results of operations or financial disclosures.
Off-balance sheet arrangements
As of December 31, 2012, we had no significant off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.
Commitments and contingencies
See Note 13 to the financial statements for a discussion of our commitments and contingencies.
Quantitative and qualitative disclosures about market risk
Foreign exchange risk
The U.S. dollar is the functional currency for financial reporting. We use forward currency exchange contracts to reduce the earnings impact
exchange rate fluctuations may have on our non-U.S. dollar net balance sheet exposures. For example, at year-end 2012, we had forward
currency exchange contracts outstanding with a notional value of $305 million to hedge net balance sheet exposures (including $140 million to
sell Japanese yen, $26 million to sell Chinese yuan and $26 million to sell British pound sterling). Similar hedging activities existed at year-end
2011.
Because most of the aggregate non-U.S. dollar balance sheet exposure is hedged by these forward currency exchange contracts, based on yearend 2012 balances and currency exchange rates, a hypothetical 10 percent plus or minus fluctuation in non-U.S. currency exchange rates would
result in a pre-tax currency exchange gain or loss of approximately $1 million.
Interest rate risk
We have the following potential exposure to changes in interest rates: (1) the effect of changes in interest rates on the fair value of our
investments in cash equivalents and short-term investments, which could produce a gain or a loss; and (2) the effect of changes in interest rates
on the fair value of our debt and an associated interest rate swap.
As of December 31, 2012, a hypothetical 100 basis point increase in interest rates would decrease the fair value of our investments in cash
equivalents and short-term investments by $13 million and decrease the fair value of our long-term debt and the associated interest rate swap by
$140 million. Because interest rates on our long-term debt are fixed or have been swapped to fixed rates, changes in interest rates would not
affect the cash flows associated with long-term debt.
Equity risk
Long-term investments at year-end 2012 include the following:
•
•
•
Investments in mutual funds - includes mutual funds that were selected to generate returns that offset changes in certain liabilities
related to deferred compensation arrangements. The mutual funds hold a variety of debt and equity investments.
Investments in venture capital funds - includes investments in limited partnerships (accounted for under either the equity or cost
method).
Equity investments - includes non-marketable (non-publicly traded) equity securities.
Investments in mutual funds are stated at fair value. Changes in prices of the mutual fund investments are expected to offset related changes in
deferred compensation liabilities such that a 10 percent increase or decrease in the investments' fair values
54
would not materially affect operating results. Non-marketable equity securities and some venture capital funds are stated at cost. Impairments
deemed to be other-than-temporary are expensed in net income. Investments in the remaining venture capital funds are stated using the equity
method. See Note 9 to the financial statements for details of equity and other long-term investments.
55
Quarterly financial data
[Millions of dollars, except per-share amounts]
Quarter
2012
1st
Revenue
Gross profit
Operating profit
$
Net income
Earnings per common share:
Basic earnings per common share
Diluted earnings per common share
2nd
$
$
3,121
1,531
397
265
$
$
0.23
0.22
3rd
$
$
3,335
1,651
598
446
$
$
0.38
0.38
4th
$
$
3,390
1,740
840
784
$
2,979
1,445
139
264
$
$
0.68
0.67
$
$
0.23
0.23
Quarter
2011
1st
Revenue
Gross profit
Operating profit
$
Net income
Earnings per common share:
Basic earnings per common share
Diluted earnings per common share
2nd
$
$
3,392
1,728
908
666
$
$
0.56
0.55
3rd
$
$
3,458
1,753
905
672
$
$
0.57
0.56
4th
$
$
3,466
1,744
814
601
$
3,420
1,548
365
298
$
$
0.52
0.51
$
$
0.26
0.25
Included in the results above were the following items:
Quarter
2012
1st
Acquisition-related charges (a)
Recorded as Cost of revenue
Recorded as Acquisition charges
Restructuring charges/other (b)
$
2nd
174
21
153
10
$
$
3rd
104
—
104
13
$
$
4th
106 $
—
106
(122) $
$
88
—
88
363
Quarter
2011
1st
Acquisition-related charges (a)
Recorded as Cost of revenue
Recorded as Acquisition charges
Restructuring charges/other (b)
$
$
(a) See Note 2 to the financial statements for additional information.
(b) See Note 3 to the financial statements for additional information.
56
2nd
2
—
2
—
$
$
3rd
13
—
13
—
$
$
4th
154
7
147
—
$
$
256
103
153
112
Common stock prices and dividends
TI common stock is listed on The NASDAQ Global Select Market. The table below shows the high and low closing prices of TI common stock
as reported by Bloomberg L.P. and the dividends paid per common share for each quarter during the past two years.
Quarter
1st
2nd
3rd
4th
Stock prices:
2012 High
Low
2011 High
Low
$
2012
2011
$
$
$
34.24
29.24
36.71
32.25
$
0.17
0.13
$
$
$
33.41
26.55
35.98
30.96
$
0.17
0.13
$
$
$
30.38
26.06
33.66
24.34
$
0.17
0.13
$
$
$
31.81
27.00
32.09
26.08
Dividends paid:
57
0.21
0.17
Exhibit 21
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
LIST OF SUBSIDIARIES OF THE REGISTRANT
The following are subsidiaries of the Registrant as of December 31, 2012.
Subsidiary and Name Under Which Business is Done
Where Organized
ActSolar, Inc.
Algorex Inc.
ASIC II Limited
Benchmarq Microelectronics Corporation of South Korea
Burr-Brown International Holding Corporation
Butterfly Communications Inc.
Electronica NSC de Mexico, S.A. de C.V.
Energy Recommerce Inc.
innoCOMM wireless
Integrated Circuit Designs, Inc.
Luminary Micro India Private Limited
Mediamatics, Inc.
National Acquisition Sub, Inc.
National Semiconductor (Far East) Limited
National Semiconductor (I.C.) Limited
National Semiconductor (Maine), Inc.
National Semiconductor Corporation
National Semiconductor Germany AG
National Semiconductor GmbH
National Semiconductor Holding Sdn. Bhd.
National Semiconductor Hong Kong Limited
National Semiconductor Hong Kong Sales Limited
National Semiconductor International B.V.
National Semiconductor International Hong Kong Limited
National Semiconductor International, Inc.
National Semiconductor Investments II Ltd.
National Semiconductor Investments, Ltd.
National Semiconductor Japan Ltd.
National Semiconductor Labuan Ltd.
National Semiconductor Malaysia LLC
National Semiconductor Management Shanghai Limited
National Semiconductor Manufacturer Singapore Pte. Ltd.
National Semiconductor Manufacturing Hong Kong Limited
National Semiconductor (Pte) Limited
National Semiconductor Services Malaysia Sdn Bhd
National Semiconductor (Suzhou) Ltd.
National Semiconductor Technology Sdn. Bhd.
National Semicondutores da America do Sul Ltda.
National Semicondutores do Brasil Ltda.
Natsem India Designs Private Limited
Telogy Networks, Inc.
Delaware
California
Hawaii
Delaware
Delaware
Delaware
Mexico
California
California
Maryland
India
California
Delaware
Hong Kong
Israel
Delaware
Delaware
Germany
Germany
Malaysia
Hong Kong
Hong Kong
Netherlands
Hong Kong
Delaware
British Virgin Islands
British Virgin Islands
Japan
Malaysia
Delaware
China
Singapore
Hong Kong
Singapore
Malaysia
China
Malaysia
Brazil
Brazil
India
Delaware
1
Texas Instruments AB
Texas Instruments Asia Limited
Texas Instruments Austin Incorporated
Texas Instruments Australia Pty Limited
Texas Instruments Belgium S.A.
Texas Instruments Business Expansion GmbH
Texas Instruments Canada Limited
Texas Instruments China Incorporated
Texas Instruments China Trading Limited
Texas Instruments (Cork) Limited
Texas Instruments CZ, s.r.o.
Texas Instruments de Mexico, S. de R.L. de C.V.
Texas Instruments Denmark A/S
Texas Instruments Deutschland GmbH
Texas Instruments Electronics Malaysia Sdn. Bhd.
Texas Instruments Espana, S.A.
Texas Instruments Estonia Oü
Texas Instruments Finland Oy
Texas Instruments Foreign Sales Corporation
Texas Instruments France S.A.
Texas Instruments Gesellschaft m.b.H.
Texas Instruments Holland B.V.
Texas Instruments Hong Kong Limited
Texas Instruments (India) Private Limited
Texas Instruments International Capital Corporation
Texas Instruments International Holding Company S.à r.l.
Texas Instruments International Management Company S.à r.l.
Texas Instruments International Trade Corporation
Texas Instruments International (U.S.A.) Inc.
Texas Instruments (Ireland) Limited
Texas Instruments Israel Ltd.
Texas Instruments Israel Medical (2009) Ltd.
Texas Instruments Italia S.r.l.
Texas Instruments Japan Limited
Texas Instruments Japan Semiconductor Limited
Texas Instruments Korea Limited
Texas Instruments Lehigh Valley Incorporated
Texas Instruments Limited
Texas Instruments Low Power Wireless San Diego LLC
Texas Instruments Malaysia Sdn. Bhd.
Texas Instruments Marketing & Finance GmbH & Co. KG
Texas Instruments Melbourne Incorporated
Texas Instruments Northern Virginia Incorporated
Texas Instruments Norway AS
Texas Instruments Palo Alto Incorporated
Texas Instruments (Philippines) LLC
Texas Instruments Richardson LLC
Texas Instruments Santa Rosa Incorporated
Texas Instruments Semiconductor Manufacturing (Chengdu) Co., Ltd.
Texas Instruments Semiconductor Technologies (Shanghai) Co., Ltd.
2
Sweden
Delaware
Delaware
Australia
Belgium
Germany
Canada
Delaware
Hong Kong
Ireland
Czech Republic
Mexico
Denmark
Germany
Malaysia
Spain
Estonia
Finland
Barbados
France
Austria
Netherlands
Hong Kong
India
Delaware
Luxembourg
Luxembourg
Delaware
Delaware
Ireland
Israel
Israel
Italy
Japan
Japan
Korea
Delaware
United Kingdom
Delaware
Malaysia
Germany
Florida
Delaware
Norway
California
Delaware
Delaware
California
China
China
Texas Instruments Semiconductores e Tecnologias Ltda.
Texas Instruments (Shanghai) Co., Ltd.
Texas Instruments Singapore (Pte) Limited
Texas Instruments Sunnyvale Incorporated
Texas Instruments Sweden AB
Texas Instruments Taiwan Limited
Texas Instruments Tucson Corporation
Texas Instruments (U.K.) Holdings Limited
Texas Instruments (U.K.) Limited
Texas Instruments (U.K.) Pension Trust Company Limited
TI Europe Limited
TI (Philippines), Inc.
TI Verwaltungs GmbH
Unitrode Corporation
Unitrode-Maine
Brazil
China
Singapore
Delaware
Sweden
Taiwan
Delaware
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Philippines
Germany
Maryland
Maine
3
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Annual Report on Form 10-K of Texas Instruments Incorporated of our reports dated
February 22, 2013, with respect to the consolidated financial statements of Texas Instruments Incorporated and the effectiveness of internal
control over financial reporting of Texas Instruments Incorporated, included in the 2012 Annual Report to Stockholders of Texas Instruments
Incorporated.
We also consent to the incorporation by reference in the following registration statements, and in the related prospectuses thereto, of our reports
dated February 22, 2013, with respect to the consolidated financial statements of Texas Instruments Incorporated, and the effectiveness of
internal control over financial reporting of Texas Instruments Incorporated, incorporated by reference in this Annual Report on Form 10-K for
the year ended December 31, 2012: Registration Statements (Forms S-8) No. 333-158933, No. 333-158934, No. 33-42172, No. 33-54615, No.
33-61154, No. 333-07127 (as amended), No. 333-41913, No. 333-41919, No. 333-31321 (as amended), No. 333-31323, No. 333-48389, No.
333-44662, No. 333-107759, No. 333-107760, No. 333-107761, No. 333-127021, and No. 333-177235; Registration Statement (Form S-3) No.
333-165045; and Registration Statements (Forms S-4) No. 333-89433 (as amended), No. 333-87199, No. 333-80157 (as amended), and No. 33341030 (as amended).
/S/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Dallas, Texas
February 22, 2013
Exhibit 31(a)
CERTIFICATIONS
I, Richard K. Templeton, certify that:
1.
I have reviewed this report on Form 10-K of Texas Instruments Incorporated;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: February 22, 2013
/s/ Richard K. Templeton
Richard K. Templeton
Chairman, President and
Chief Executive Officer
Exhibit 31(b)
CERTIFICATIONS
I, Kevin P. March, certify that:
1.
I have reviewed this report on Form 10-K of Texas Instruments Incorporated;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: February 22, 2013
/s/ Kevin P. March
Kevin P. March
Senior Vice President and
Chief Financial Officer
Exhibit 32(a)
Certification of Periodic Report
Pursuant to 18 U.S.C. Section 1350
For purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Richard K.
Templeton, Chairman, President and Chief Executive Officer of Texas Instruments Incorporated (the “Company”), hereby certifies that, to his
knowledge:
(i) the Annual Report on Form 10-K of the Company for the year ended December 31, 2012, as filed with the Securities and Exchange
Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
Dated: February 22, 2013
/s/ Richard K. Templeton
Richard K. Templeton
Chairman, President and
Chief Executive Officer
Exhibit 32(b)
Certification of Periodic Report
Pursuant to 18 U.S.C. Section 1350
For purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Kevin P.
March, Senior Vice President and Chief Financial Officer of Texas Instruments Incorporated (the “Company”), hereby certifies that, to his
knowledge:
(i) the Annual Report on Form 10-K of the Company for the year ended December 31, 2012, as filed with the Securities and Exchange
Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
Dated: February 22, 2013
/s/ Kevin P. March
Kevin P. March
Senior Vice President and
Chief Financial Officer
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