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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1993
Commission File Number 1-3761
TEXAS INSTRUMENTS INCORPORATED
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 75-0289970
------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
13500 North Central Expressway, P.O. Box 655474, Dallas, Texas,75265-5474
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 214-995-3773
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ------------------------------- ------------------------
Common Stock, par value $1.00 New York Stock Exchange
London Stock Exchange
Tokyo Stock Exchange
The Stock Exchanges of
Zurich, Basle and
Geneva
Preferred Stock Purchase Rights New York Stock Exchange
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 X 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.
The aggregate market value of voting stock held by non-affiliates of the
Registrant was approximately $7,365,000,000 as of February 28, 1994.
91,413,156
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(Number of shares of common stock outstanding as of February 28, 1994
Parts I, II and IV hereof incorporate information by reference to the
Registrant's 1993 annual report to stockholders. Part III hereof incorporates
information by reference to the Registrant's proxy statement for the 1994
annual meeting of stockholders.
PART I
ITEM 1. Business.
General
- -------
Texas Instruments Incorporated (hereinafter the "Registrant,"
including subsidiaries except where the context indicates otherwise) is
engaged in the development, manufacture and sale of a variety of products in
the electrical and electronics industry for industrial, government and
consumer markets. These products consist of components, defense electronics
and digital products. The Registrant also produces metallurgical materials.
In addition, the Registrant s patent portfolio has been established as an
ongoing contributor to the Registrant s revenues. The Registrant's business
is based principally on its broad semiconductor technology and application of
this technology to selected electronic end-equipment markets. The Registrant
from time to time considers acquisitions and divestitures which may alter its
business mix. The Registrant may effect one or more such transactions at such
time or times as the Registrant determines to be appropriate.
The information with respect to net revenues, profit and
identifiable assets of the Registrant's industry segments and operations
outside the United States, which is contained in the note to the financial
statements captioned "Industry Segment and Geographic Area Operations" on
pages 30-31 of the Registrant's 1993 annual report to stockholders, is
incorporated herein by reference to such annual report.
Components
- ----------
Components consist of semiconductor integrated circuits (such as
microprocessors/microcontrollers, applications processors, memories, and
digital and linear circuits), semiconductor discrete devices, semiconductor
subassemblies (such as custom modules for specific applications), and
electrical and electronic control devices (such as motor protectors, starting
relays, circuit breakers, thermostats, sensors, and radio-frequency
identification systems).
These components are used in a broad range of products for
industrial end-use (such as computers, data terminals and peripheral
equipment, telecommunications, instrumentation, and industrial motor controls
and automation equipment), consumer end-use (such as televisions, cameras,
automobiles, home appliances, and residential air conditioning and heating
systems) and government end-use (such as defense and space equipment). The
Registrant sells these components primarily to original equipment
manufacturers principally through its own marketing organizations and to a
lesser extent through distributors.
Defense Electronics
- -------------------
Defense electronics consist of radar systems, navigation systems,
infrared surveillance and fire control systems, defense suppression missiles,
other weapon systems (including antitank and interdiction weapons), missile
guidance and control systems, electronic warfare systems, and other defense
electronic equipment. Sales are made primarily to the U.S. government either
directly or through prime contractors.
2
Digital Products
- ----------------
Digital products include software productivity tools, integrated
enterprise information solutions, notebook computers, printers, electronic
calculators and learning aids, and custom engineering and manufacturing
services.
Digital products are used in a broad range of enterprise-wide,
work group and personal information-based applications. The Registrant
markets these products through various channels, including system suppliers,
business equipment dealers, distributors, retailers, and direct sales to end-
users and original equipment manufacturers.
Metallurgical Materials
- -----------------------
Metallurgical materials include clad metals, precision-engineered
parts and electronic connectors for use in a variety of applications such as
appliances, automobiles, electronic components, and industrial and
telecommunications equipment. These metallurgical materials are primarily
sold directly to original equipment manufacturers. This segment also includes
development costs associated with solar cells.
Competition
- -----------
The Registrant is engaged in highly competitive businesses. Its
competitors include several of the largest companies in the United States,
East Asia, particularly Japan, and elsewhere abroad as well as many small,
specialized companies. The Registrant is a significant competitor in each of
its principal businesses. Generally, the Registrant's businesses are
characterized by rapidly changing technology which has, throughout the
Registrant's history, intensified the competitive factors, primarily
performance and price.
Government Sales
- ----------------
Net revenues directly from federal government agencies in the
United States, principally related to the defense electronics segment,
accounted for approximately 12% of the Registrant's net revenues in 1993.
Contracts for government sales generally contain provisions for
cancellation at the convenience of the government. In addition, companies
engaged in supplying military equipment to the government are dependent on
congressional appropriations and administrative allotment of funds, and may be
affected by changes in government policies resulting from various military and
political developments. See "ITEM 3. Legal Proceedings."
Backlog
- -------
The dollar amount of backlog of orders believed by the Registrant
to be firm was $3805 million as of December 31, 1993 and $3733 million as of
December 31, 1992. Approximately 25% of the 1993 backlog (involving defense
electronics) is not expected to be filled within the current fiscal year. The
backlog is significant in the business of the Registrant only as an indication
of future revenues which may be entered on the books of account of the
Registrant.
3
Raw Materials
- -------------
The Registrant purchases materials, parts and supplies from a
number of suppliers. In addition, the Registrant produces some materials,
parts and supplies, such as silicon wafers used in the manufacture of
semiconductors, for its own use. The materials, parts and supplies essential
to the Registrant's business are generally available at present and the
Registrant believes at this time that such materials, parts and supplies will
be available in the foreseeable future.
Patents and Trademarks
- ----------------------
The Registrant owns many patents in the United States and other
countries in fields relating to its businesses. The Registrant has developed
a strong, broad-based patent portfolio. The Registrant also has several
agreements with other companies involving license rights and anticipates that
other licenses may be negotiated in the future. The Registrant does not
consider its business materially dependent upon any one patent or patent
license, although taken as a whole, the rights of the Registrant and the
products made and sold under patents and patent licenses are important to the
Registrant's business. As noted above, the Registrant's patent portfolio has
been established as an ongoing contributor to the revenues of the Registrant.
The Registrant continues to earn a significant ongoing stream of royalty
revenue. See "ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "ITEM 3. Legal Proceedings."
The Registrant owns trademarks that are used in the conduct of its
business. These trademarks are valuable assets, the most important of which
are "Texas Instruments" and the Registrant's corporate monogram.
Research and Development
- ------------------------
Expenditures for research and development were $981 million in
1993 compared with $891 million in 1992 and $915 million in 1991. Of these
amounts, $590 million was company funded in 1993, ($470 million in 1992 and
$527 million in 1991), and $391 million in 1993 ($421 million in 1992 and $388
million in 1991) was funded by others, principally the U. S. government.
Seasonality
- -----------
The Registrant's revenues are subject to some seasonal variation.
Employees
- ---------
The information concerning the number of persons employed by the
Registrant at December 31, 1993 on page 34 of the Registrant's 1993 annual
report to stockholders is incorporated herein by reference to such annual
report.
4
ITEM 2. Properties.
The Registrant's principal offices are located at 13500 North
Central Expressway, Dallas, Texas. The Registrant owns and leases plants in
the United States and 17 other countries for manufacturing and related
purposes. The following table indicates the general location of the principal
plants of the Registrant and the industry segments which make major use of
them. Except as otherwise indicated, the principal plants are owned by the
Registrant.
Defense Digital Metallurgical
Components Electronics Products Materials
---------- ----------- -------- -------------
Dallas, Texas X X
Austin, Texas X X
Houston, Texas X
Lewisville, Texas X
Lubbock, Texas X X
McKinney, Texas X
Midland, Texas X
Plano, Texas(1) X X
Sherman, Texas(1) X X
Temple, Texas X
Attleboro, X X
Massachusetts
Almelo, Netherlands X
Bedford, U. K. X
Freising, Germany X
Nice, France X
Avezzano, Italy(2) X
Rieti, Italy(2) X X
Baguio, X
Philippines(3)
Hiji, Japan X
Kuala Lumpur, X
Malaysia(1)
Miho, Japan X
Singapore(3) X
Taipei, Taiwan X
___________
(1)Leased or primarily leased.
(2)Owned, subject to mortgage.
(3)Owned on leased land.
The Registrant's facilities in the United States contained
approximately 19,424,675 square feet as of December 31, 1993, of which
approximately 4,848,720 square feet were leased. The Registrant's facilities
outside the United States contained approximately 6,644,166 square feet as of
December 31, 1993, of which approximately 1,845,190 square feet were leased.
The Registrant believes that its existing properties are in good
condition and suitable for the manufacture of its products. The Registrant's
facilities in Denton, northwest Houston and Abilene, Texas are being marketed
for sale. Otherwise, at the end of 1993, the Registrant utilized
substantially all of the space in its facilities.
Leases covering the Registrant's leased facilities expire at
varying dates generally within the next 15 years. The Registrant anticipates
no difficulty in either retaining occupancy through lease renewals, month-to-
month occupancy or purchases of leased facilities, or replacing the leased
facilities with equivalent facilities.
5
ITEM 3. Legal Proceedings.
On July 19, 1991, the Registrant filed a lawsuit in Tokyo District
Court against Fujitsu Limited ( Fujitsu ) seeking injunctive relief, alleging
that Fujitsu's manufacture and sale of certain DRAMs infringe the Registrant's
Japanese patent on the invention of the integrated circuit (the Kilby
patent). Concurrently, Fujitsu brought a lawsuit in the same court against
the Registrant, seeking a declaration that Fujitsu is not infringing the Kilby
patent. See "ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations."
The Registrant is included among a number of U.S. defense
contractors which are currently the subject of U.S. government investigations
regarding alleged procurement irregularities. The Registrant is unable to
predict the outcome of the investigations at this time or to estimate the
kinds or amounts of claims or other actions that could be instituted against
the Registrant. Under present government procurement regulations, such
investigations could lead to a government contractor's being suspended or
debarred from eligibility for awards of new government contracts for an
initial period of up to three years. In the current environment, even matters
that seem limited to disputes about contract interpretation can result in
criminal prosecution. While criminal charges against contractors have
resulted from such investigations, the Registrant does not believe such
charges would be appropriate in its case and has not, at any time, lost its
eligibility to enter into government contracts or subcontracts under these
regulations.
The Registrant is involved in various investigations and
proceedings conducted by the federal Environmental Protection Agency and
certain state environmental agencies regarding disposal of waste materials.
Although the factual situations and the progress of each of these matters
differ, the Registrant believes that in each case its liability will be
limited to sharing clean-up or other remedial costs with other potentially
responsible parties, in amounts that will not have a material adverse effect
upon its financial position or results of operations.
6
ITEM 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Executive Officers of the Registrant
The following is an alphabetical list of the names and ages of the
executive officers of the Registrant and the positions or offices with the
Registrant presently held by each person named:
Name Age Position
Richard J. Agnich 50 Senior Vice President, Secretary
and General Counsel
William A. Aylesworth 51 Senior Vice President, Treasurer
and Chief Financial Officer
Nicholas K. Brookes 46 Vice President (President, Materials
& Controls Group)
Gary D. Clubb 47 Executive Vice President (President,
Defense Systems & Electronics
Group)
Thomas J. Engibous 41 Executive Vice President (President,
Semiconductor Group)
William F. Hayes 50 Executive Vice President
Jerry R. Junkins 56 Director; Chairman of the Board,
President and Chief Executive
Officer
Marvin M. Lane, Jr. 59 Vice President and Corporate
Controller
David D. Martin 54 Executive Vice President
William B. Mitchell 58 Director; Vice Chairman
Charles F. Nielson 56 Vice President
Elwin L. Skiles, Jr. 52 Vice President
William P. Weber 53 Director; Vice Chairman
Joseph D. Zimmerman 59 Vice President
The term of office of each of the above listed officers is from
the date of his election until his successor shall have been elected and
qualified. Messrs. Brookes, Clubb, Engibous, Hayes, Martin, Mitchell and Weber
were elected to their respective offices of the Registrant on December 2,
1993; the most recent date of election of the other officers was April 15,
1993. Messrs. Agnich, Aylesworth, Junkins, Lane, Martin, Mitchell, Weber and
Zimmerman have served as officers of the Registrant for more than five years.
Messrs. Hayes, Nielson and Skiles have served as officers of the Registrant
since 1991, 1990 and 1992, respectively; and they and Messrs. Brookes, Clubb
and Engibous have been employees of the Registrant for more than five years.
7
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
The information which is contained under the caption "Common Stock
Prices and Dividends" on page 38 of the Registrant's 1993 annual report to
stockholders, and the information concerning the number of stockholders of
record at December 31, 1993 on page 34 of such annual report, are incorporated
herein by reference to such annual report.
ITEM 6. Selected Financial Data.
The "Summary of Selected Financial Data" for the years 1989
through 1993 which appears on page 34 of the Registrant's 1993 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 Letter to the Stockholders on pages 3-5 of the Registrant's
1993 annual report to stockholders and the information contained under the
caption Management Discussion and Analysis of Financial Condition and Results
of Operations on pages 35-38 of such annual report are incorporated herein by
reference to such annual report.
On March 1, 1994, the Registrant announced it expects the
worldwide semiconductor market to grow 17 percent to $91 billion in 1994,
compared to $77 billion in 1993. The market grew 29 percent in 1993.
On March 9, 1994, the Registrant announced that it had reached
semiconductor patent-license agreements with Micron Technology Inc. and
Goldstar Electron Co., Ltd. Payments to the Registrant under the agreements
include catch-up payments, which will be reflected in the Registrant's first-
quarter 1994 results, and ongoing royalties throughout the terms of the
licenses (which run through 1998). By reaching agreement with Micron,
Goldstar and 24 other semiconductor companies throughout the world, the
Registrant has substantially completed the "1990 round" of its semiconductor
industry licensing program and can begin to focus on the 1995 round of renewal
discussions which will begin next year.
The agreement with Micron ends litigation between the Registrant and
Micron, reducing the Registrant's semiconductor patent litigation to two
conflicts, that with Fujitsu Limited over the Kilby Patent in Japan and with
four semiconductor manufacturers in the United States over the Registrant's
plastic encapsulation patents.
The litigation in Japan is proceeding to a conclusion, although the
timing of action on the plastic encapsulation lawsuit remains uncertain. The
record in the Fujitsu litigation has been closed and no new arguments will be
heard by the court. A decision is expected before mid-1994. The Registrant
believes the Kilby patent should be enforced by the court. It has to be
recognized, however, that litigation is uncertain by its nature as to timing
and outcome, and that this litigation is in a country which has yet to
establish a clear record for protecting intellectual property.
8
ITEM 8. Financial Statements and Supplementary Data.
The consolidated financial statements of the Registrant at
December 31, 1992 and 1993 and for each of the three years in the period ended
December 31, 1993 and the report thereon of the independent auditors, on pages
20-33 of the Registrant's 1993 annual report to stockholders, are incorporated
herein by reference to such annual report.
The "Quarterly Financial Data" on page 38 of the Registrant's 1993
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.
PART III
ITEM 10. Directors and Executive Officers of the Registrant.
The information with respect to directors' names, ages, positions,
term of office and periods of service, which is contained under the caption
"Nominees for Directorship" in the Registrant's proxy statement for the 1994
annual meeting of stockholders, and the information contained in the first two
paragraphs under the caption "Other Matters" in such proxy statement, are
incorporated herein by reference to such proxy statement.
Information concerning executive officers is set forth in Part I
hereof under the caption "Executive Officers of the Registrant."
ITEM 11. Executive Compensation.
The information which is contained under the captions "Directors
Compensation" and "Executive Compensation" in the Registrant's proxy statement
for the 1994 annual meeting of stockholders is incorporated herein by
reference to such proxy statement.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management.
The information concerning (a) the only persons that have reported
beneficial ownership of more than 5% of the common stock of the Registrant,
and (b) the ownership of the Registrant's common stock by the Chief Executive
Officer and the four other most highly compensated executive officers, and all
executive officers and directors as a group, which is contained under the
caption Voting Securities in the Registrant's proxy statement for the 1994
annual meeting of stockholders, is incorporated herein by reference to such
proxy statement. The information concerning ownership of the Registrant's
common stock by each of the directors, which is contained under the caption
Nominees for Directorship in such proxy statement, is also incorporated
herein by reference to such proxy statement.
The aggregate market value of voting stock held by non-affiliates
of the Registrant shown on the cover page hereof excludes the shares held by
the Registrant's directors, some of whom disclaim affiliate status, executive
vice presidents and senior vice presidents. These holdings were considered to
include shares credited to certain individuals' profit sharing accounts.
ITEM 13. Certain Relationships and Related Transactions.
Not applicable.
9
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) 1 and 2. Financial Statements and Financial Statement Schedules
The financial statements and financial statement
schedules are listed in the index on page 15 hereof.
3. Exhibits
Designation of
Exhibit in
this Report Description of Exhibit
-------------- ------------------------------------------
3(a) Restated Certificate of Incorporation of
the Registrant.
3(b) Certificate of Amendment to Restated
Certificate of Incorporation of the
Registrant.
3(c) Certificate of Amendment to Restated
Certificate of Incorporation of the
Registrant.
3(d) Certificate of Designations relating to the
Registrant's Participating Cumulative
Preferred Stock.
3(e) Certificate of Ownership Merging Texas
Instruments Automation Controls, Inc. into
the Registrant.
3(f) Certificate of Elimination of Designations
of Preferred Stock of the Registrant.
3(g) By-Laws of the Registrant (incorporated by
reference to Exhibit 3 to the
Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1993).
4(a)(i) Rights Agreement dated as of June 17, 1988
between the Registrant and First Chicago
Trust Company of New York, formerly Morgan
Shareholder Services Trust Company, as
Rights Agent, which includes as Exhibit B
the form of Rights Certificate.
4(a)(ii) Assignment and Assumption Agreement dated
as of September 24, 1992 among the
Registrant, First Chicago Trust Company of
New York, formerly Morgan Shareholder
Services Trust Company, and Harris Trust
and Savings Bank (incorporated by reference
to Exhibit 4(a)(i) to the Registrant's
Quarterly Report on Form 10-Q for the
quarter ended September 30, 1992).
10
Designation of
Exhibit in
this Report Description of Exhibit
-------------- ------------------------------------------
4(b) The Registrant agrees to provide the
Commission, upon request, copies of
instruments defining the rights of
holders of long-term debt of the Registrant
and its subsidiaries.
10(a)(i) Texas Instruments Annual Incentive
Plan*
10(a)(ii) Texas Instruments Long-Term Incentive
Plan*
10(b)(i) TI Directors Retirement Benefit Plan
(incorporated by reference to Exhibit
10(b)(i) to the Registrant's Annual Report
on Form 10-K for the year 1991).
10(b)(ii) Amendment No. 1 to TI Directors Retirement
Benefit Plan (incorporated by reference to
Exhibit 10(b)(ii) to the Registrant's
Annual Report on Form 10-K for the year
1991).
10(b)(iii) Amendment No. 2 to TI Directors Retirement
Benefit Plan.
10(b)(iv) Amendment No. 3 to TI Directors Retirement
Benefit Plan.
10(b)(v) Amendment No. 4 to TI Directors Retirement
Benefit Plan.
10(b)(vi) Statement of Policy of Registrant s Board
of Directors on Top Officer and Board
Member Retirement Practices.*
11 Computation of earnings per common and
common equivalent share.
12 Computation of Ratio of Earnings to Fixed
Charges and Ratio of Earnings to Combined
Fixed Charges and Preferred Stock
Dividends.
13 Registrant's 1993 Annual Report to
Stockholders. (With the exception of the
items listed in the index to financial
statements and financial statement
schedules herein, and the items referred to
in ITEMS 1, 5, 6, 7 and 8 hereof, the 1993
Annual Report to Stockholders is not to be
deemed filed as part of this report.)
21 List of subsidiaries of the Registrant.
23 Consent of Ernst & Young.
________________
*Executive Compensation Plans and Arrangements:
Texas Instruments Annual Incentive Plan - Exhibit 10(a)(i) to
this Report.
11
Texas Instruments Long-Term Incentive Plan -
Exhibit 10(a)(ii)to this Report.
Statements of Policy of Registrant's Board of Directors on
Top Officer and Board Member Retirement Practices - Exhibit
10(b)(vi) to this Report.
(b) Reports on Form 8-K
A Form 8-K, dated December 13, 1993, and amended by a
Form 8-K/A dated January 7, 1994, included a news release
regarding litigation between the Registrant and Cyrix
Corporation.
12
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: JERRY R. JUNKINS
---------------------
Jerry R. Junkins
Chairman of the Board,
President and
Chief Executive Officer
Date: March 18, 1994
13
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 18th day of March, 1994.
JAMES R. ADAMS DAVID M. RODERICK
- --------------------------------- ---------------------------------
James R. Adams David M. Roderick
Director Director
JAMES B. BUSEY IV GLORIA M. SHATTO
- --------------------------------- ---------------------------------
James B. Busey IV Gloria M. Shatto
Director Director
GERALD W. FRONTERHOUSE WILLIAM P. WEBER
- --------------------------------- ---------------------------------
Gerald W. Fronterhouse William P. Weber
Director Vice Chairman; Director
JERRY R. JUNKINS CLAYTON K. YEUTTER
- --------------------------------- ---------------------------------
Jerry R. Junkins Clayton K. Yeutter
Chairman of the Board; President; Director
Chief Executive Officer; Director
WILLIAM S. LEE WILLIAM A. AYLESWORTH
- --------------------------------- ---------------------------------
William S. Lee William A. Aylesworth
Director Senior Vice President; Treasurer;
Chief Financial Officer
WILLIAM B. MITCHELL MARVIN M. LANE
- --------------------------------- ---------------------------------
William B. Mitchell Marvin M. Lane, Jr.
Vice Chairman; Director Vice President; Corporate Controller
14
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
(Item 14(a))
Page Reference
--------------
Annual
Report to
Form 10-K Stockholders
--------- ------------
Information incorporated by reference
to the Registrant's 1993 Annual Report
to Stockholders:
Consolidated Financial Statements:
Income for each of the three 20
years in the period ended
December 31, 1993
Balance sheet at December 31, 21
1993 and 1992
Cash flows for each of the 22
three years in the period
ended December 31, 1993
Stockholders' equity for each of 23
the three years in the period
ended December 31, 1993
Notes to financial statements 24-33
Report of Independent Auditors 33
Supplemental Financial Information:
Quarterly financial data (unaudited) 38
Consolidated Schedules for each of the three
years in the period ended December 31, 1993:
I. Marketable securities - other investments 16
V. Property, plant and equipment 17
VI. Accumulated depreciation 18
of property, plant and equipment
VIII. Allowance for losses 19
X. Supplementary income statement 20
information
All other schedules have been omitted since 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.
15
Schedule I
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
MARKETABLE SECURITIES - OTHER INVESTMENTS
(In Millions of Dollars)
Year Ended December 31, 1993
Market Value Amount at Which
of Each Issue Security Issue
Principal Cost of at Balance Carried in the
Name of Issuer Amount Each Issue Sheet Date Balance Sheet
- ------------------ --------- ---------- ------------- ---------------
Institutional Cash
Reserves Portfolio $ 308 $ 308 $ 308 $ 308
States of the US
and their Agencies 140 140 140 140
Other 36 36 36 36
-----
TOTAL $ 484
=====
16
Schedule V
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
PROPERTY, PLANT AND EQUIPMENT
(In Millions of Dollars)
Years Ended December 31, 1993, 1992 and 1991
Deductions
------------------------
Fully
Balance at Depreciated Balance
Beginning Additions Retirements Assets at End
Classification of Year at Cost or Sales Written Off of Year
- ------------------- ---------- --------- ----------- ----------- -------
1993
- ----
Land $ 69 $ 1 $ -- $ -- $ 70
Buildings and
Improvements 1695 98 37 65 1691
Machinery and
Equipment 2670 631 53 389 2859
----- ----- ----- ----- -----
$4434 $ 730 $ 90 $ 454 $4620
===== ===== ===== ===== =====
1992
- ----
Land $ 69 $ -- $ -- $ -- $ 69
Buildings and
Improvements 1711 53 30 39 1695
Machinery and
Equipment 2581 376 44 243 2670
----- ----- ----- ----- -----
$4361 $ 429 $ 74 $ 282 $4434
===== ===== ===== ===== =====
1991
- ----
Land $ 71 $ -- $ 2 $ -- $ 69
Buildings and
Improvements 1691 98 36 42 1711
Machinery and
Equipment 2455 406 38 242 2581
----- ----- ----- ----- -----
$4217 $ 504 $ 76 $ 284 $4361
===== ===== ===== ===== =====
Substantially all depreciation is computed by either the declining balance
method (primarily 150-percent declining method) or the sum-of-the-years-digits
method. Depreciable lives used to calculate depreciation for buildings and
improvements are 5-40 years, and for machinery and equipment 3-10 years.
17
Schedule VI
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
(In Millions of Dollars)
Years Ended December 31, 1993, 1992 and 1991
Deductions
-------------------------
Additions Fully
Balance at Charged to Depreciated Balance
Beginning Costs and Retirements Assets at End
Classification of Year Expenses or Sales Written Off of Year
- -------------- ---------- ---------- ----------- ----------- -------
1993
- ----
Buildings and
Improvements $ 786 $ 121 $ 6 $ 65 $ 836
Machinery and
Equipment 1515 496 41 389 1581
----- ----- ----- ----- -----
$2301 $ 617 $ 47 $ 454 $2417
===== ===== ===== ===== =====
1992
- ----
Buildings and
Improvements $ 704 $ 129 $ 8 $ 39 $ 786
Machinery and
Equipment 1303 481 26 243 1515
----- ----- ----- ----- -----
$2007 $ 610 $ 34 $ 282 $2301
===== ===== ===== ===== =====
1991
- ----
Buildings and
Improvements $ 639 $ 126 $ 19 $ 42 $ 704
Machinery and
Equipment 1098 464 17 242 1303
----- ----- ----- ----- -----
$1737 $ 590 $ 36 $ 284 $2007
===== ===== ===== ===== =====
18
Schedule VIII
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
ALLOWANCE FOR LOSSES
(In Millions of Dollars)
Years Ended December 31, 1993, 1992 and 1991
Additions
Balance at Charged to Balance
Beginning Costs and at End
of Year Expenses Deductions of Year
---------- ---------- ---------- -------
1993 $ 34 $ 87 $ 79 $ 42
- ---- ==== ==== ==== ====
1992 $ 45 $ 75 $ 86 $ 34
- ---- ==== ==== ==== ====
1991 $ 45 $ 82 $ 82 $ 45
- ---- ==== ==== ==== ====
Allowance for losses from uncollectible accounts, returns, etc., are deducted
from accounts receivable in the balance sheet.
19
Schedule X
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
SUPPLEMENTARY INCOME STATEMENT INFORMATION
(In Millions of Dollars)
Years Ended December 31, 1993, 1992 and 1991
CHARGED TO COSTS AND EXPENSES
-------------------------------
DESCRIPTION 1993 1992 1991
- ----------- ---- ---- ----
Maintenance and Repairs $238 $210 $207
==== ==== ====
Taxes, Other than Payroll
and Income $ 87 $ 90 $ 87
==== ==== ====
20
EXHIBIT INDEX
Designation of
Exhibit in Paper (P) or
this Report Description of Exhibit Electronic (E)
- -------------- ---------------------------------------- --------------
3(a) Restated Certificate of Incorporation of E
the Registrant.
3(b) Certificate of Amendment to Restated E
Certificate of Incorporation of the
Registrant.
3(c) Certificate of Amendment to Restated E
Certificate of Incorporation of the
Registrant.
3(d) Certificate of Designations relating to the E
Registrant's Participating Cumulative
Preferred Stock.
3(e) Certificate of Ownership Merging Texas E
Instruments Automation Controls, Inc. into
the Registrant.
3(f) Certificate of Elimination of Designations E
of Preferred Stock of the Registrant.
3(g) By-Laws of the Registrant (incorporated by
reference to Exhibit 3 to the Registrant's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1993).
4(a)(i) Rights Agreement dated as of June 17, 1988 E
between the Registrant and First Chicago
Trust Company of New York, formerly Morgan
Shareholder Services Trust Company, as
Rights Agent, which includes as Exhibit B
the form of Rights Certificate.
4(a)(ii) Assignment and Assumption Agreement dated
as of September 24, 1992 among the
Registrant, First Chicago Trust Company of
New York, formerly Morgan Shareholder
Services Trust Company, and Harris Trust
and Savings Bank (incorporated by reference
to Exhibit 4(a)(i) to the Registrant's
Quarterly Report on Form 10-Q for the
quarter ended September 30, 1992).
21
EXHIBIT INDEX
Designation of
Exhibit in Paper (P) or
this Report Description of Exhibit Electronic (E)
- -------------- ---------------------------------------- --------------
4(b) The Registrant agrees to provide the
Commission, upon request, copies of
instruments defining the rights of
holders of long-term debt of the Registrant
and its subsidiaries.
10(a)(i) Texas Instruments Annual Incentive Plan* E
10(a)(ii) Texas Instruments Long-Term Incentive Plan* E
10(b)(i) TI Directors Retirement Benefit Plan
(incorporated by reference to Exhibit
10(b)(i) to the Registrant's Annual Report
on Form 10-K for the year 1991).
10(b)(ii) Amendment No. 1 to TI Directors Retirement
Benefit Plan (incorporated by reference to
Exhibit 10(b)(ii) to the Registrant's
Annual Report on Form 10-K for the year 1991).
10(b)(iii) Amendment No. 2 to TI Directors Retirement E
Benefit Plan.
10(b)(iv) Amendment No. 3 to TI Directors Retirement E
Benefit Plan.
10(b)(v) Amendment No. 4 to TI Directors Retirement E
Benefit Plan.
10(b)(vi) Statement of Policy of Registrant s Board E
of Directors on Top Officer and Board
Member Retirement Practices.*
11 Computation of earnings per common and E
common equivalent share.
12 Computation of Ratio of Earnings to Fixed E
Charges and Ratio of Earnings to Combined
Fixed Charges and Preferred Stock
Dividends.
22
EXHIBIT INDEX
Designation of
Exhibit in Paper (P) or
this Report Description of Exhibit Electronic (E)
- -------------- ---------------------------------------- --------------
13 Registrant's 1993 Annual Report to E
Stockholders. (With the exception of the
items listed in the index to financial
statements and financial statement
schedules herein, and the items referred to
in ITEMS 1, 5, 6, 7 and 8 hereof, the 1993
Annual Report to Stockholders is not to be
deemed filed as part of this report.)
21 List of subsidiaries of the Registrant. E
23 Consent of Ernst & Young. E
- ---------------
*Executive Compensation Plans and Arrangements:
Texas Instruments Annual Incentive Plan - Exhibit 10(a)(i) to this Report.
Texas Instruments Long-Term Incentive Plan - Exhibit 10(a)(ii) to this Report.
Statements of Policy of Registrant's Board of Directors on Top Officer and
Board Member Retirement Practices - Exhibit 10(b)(vi) to this Report.
23