SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999
Commission File Number 1-3761
TEXAS INSTRUMENTS INCORPORATED
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(Exact name of Registrant as specified in its charter)
Delaware 75-0289970
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(State of Incorporation) (I.R.S. Employer Identification No.)
12500 TI Boulevard, P.O. Box 660199, Dallas, Texas 75266-0199
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 972-995-3773
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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Common Stock, par value $1.00 New York Stock Exchange
The Swiss Exchange
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. X
The aggregate market value of voting stock held by non-affiliates of the
Registrant was approximately $85,473,000,000 as of January 31, 2000.
814,528,072
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(Number of shares of common stock outstanding as of January 31, 2000)
Part IV hereof incorporates information by reference to the Registrant's
proxy statement for the 2000 annual meeting of stockholders.
List of Items Amended
Part IV
Item Page
- ---- ----
14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 2
Text of Amendments
Explanatory Note: The annual report on Form 10-K for the year ended December
31, 1999 of Texas Instruments Incorporated that was filed on March 3, 2000
(the "Original Filing") is hereby amended by deleting Item 14 in its entirety
and replacing it with the Item 14 included herein. The purpose of the
amendment is to make certain changes to Schedule II, Allowance for Losses.
Any items in the Original Filing not expressly changed hereby shall
be as set forth in the Original Filing. All information contained in this
amendment and the Original Filing is subject to updating and supplementing as
provided in the company's periodic reports filed with the SEC subsequent to
the date of such reports.
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 8 hereof.
3. Exhibits:
Designation of
Exhibit in
this Report Description of Exhibit
- -------------- -------------------------------------------------
3(a) Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit
3(a) to the Registrant's Annual Report on Form
10-K for the year 1993).
3(b) Certificate of Amendment to Restated Certificate
of Incorporation of the Registrant (incorporated
by reference to Exhibit 3(b) to the Registrant's
Annual Report on Form 10-K for the year 1993).
-2-
3(c) Certificate of Amendment to Restated Certificate
of Incorporation of the Registrant (incorporated
by reference to Exhibit 3(c) to the Registrant's
Annual Report on Form 10-K for the year 1993).
3(d) Certificate of Amendment to Restated Certificate
of Incorporation 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, 1996).
3(e) Certificate of Ownership Merging Texas
Instruments Automation Controls, Inc. into the
Registrant (incorporated by reference to Exhibit
3(e) to the Registrant's Annual Report on Form
10-K for the year 1993).
3(f) Certificate of Elimination of Designations of
Preferred Stock of the Registrant (incorporated
by reference to Exhibit 3(f) to the Registrant's
Annual Report on Form 10-K for the year 1993).
3(g) Certificate of Ownership and Merger Merging
Tiburon Systems, Inc. into the Registrant
(incorporated by reference to Exhibit 4(g) to the
Registrant's Registration Statement No.
333-41919 on Form S-8).
3(h) Certificate of Ownership and Merger Merging
Tartan, Inc. into the Registrant (incorporated by
reference to Exhibit 4(h) to the Registrant's
Registration Statement No. 333-41919 on Form
S-8).
3(i) Certificate of Designation relating to the
Registrant's Participating Cumulative Preferred
Stock (incorporated by reference to Exhibit 4(a)
to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998).
3(j) Certificate of Elimination of Designation of
Preferred Stock of the Registrant (incorporated by
reference to Exhibit 3(j) to the Registrant's
Annual Report on Form 10-K for the year 1998).
3(k) Certificate of Ownership and Merger Merging
Intersect Technologies, Inc. into the Registrant.+
3(l) Certificate of Ownership and Merger Merging
Soft Warehouse, Inc. into the Registrant.+
3(m) Certificate of Ownership and Merger Merging
Silicon Systems, Inc. into the Registrant.+
-3-
3(n) By-Laws of the Registrant.+
4(a)(i) Rights Agreement dated as of June 18, 1998
between the Registrant and Harris Trust and
Savings Bank as Rights Agent, which includes as
Exhibit B the form of Rights Certificate
(incorporated by reference to Exhibit 1 to the
Registrant's Registration Statement on Form 8-A
dated June 23, 1998).
4(a)(ii) Amendment dated as of September 18, 1998 to the
Rights Agreement (incorporated by reference to
Exhibit 2 to the Registrant's Amendment No. 1 to
Registration Statement on Form 8-A dated September
23, 1998).
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) Amended and Restated TI Deferred Compensation
Plan.*+
10(a)(ii) First Amendment to Restated TI Deferred
Compensation Plan.*+
10(a)(iii) Second Amendment to Restated TI Deferred Compensation Plan.*+
10(b)(i) TI Employees Supplemental Pension Plan.*+
10(b)(ii) First Amendment to TI Supplemental Pension Plan.*+
10(c) Texas Instruments Long-Term Incentive Plan
(incorporated by reference to Exhibit 10(a)(ii)
to the Registrant's Annual Report on Form 10-K
for the year 1993).*
10(d) Texas Instruments 1996 Long-Term Incentive Plan
(incorporated by reference to Exhibit 10 to the
Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996).*
10(e) Texas Instruments Executive Officer Performance
Plan (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997).*
10(f) Texas Instruments Restricted Stock Unit Plan for
Directors (incorporated by reference to
Exhibit 10(e) to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended
March 31, 1998).
-4-
10(g) Texas Instruments Directors Deferred Compensation
Plan (incorporated by reference to Exhibit 10(f)
to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1998).
10(h) Texas Instruments Stock Option Plan for
Non-Employee Directors (incorporated by reference
to Exhibit 10(g) to the Registrant's Annual Report
on Form 10-K for the year 1998).
10(i) Asset Purchase Agreement dated as of January 4,
1997 between the Registrant and Raytheon Company
(exhibits and schedules omitted) (incorporated by
reference to Exhibit 2.1 to the Registrant's
Current Report on Form 8-K dated January 4,
1997).
10(j) Acquisition Agreement dated as of June 18, 1998
between Texas Instruments Incorporated and Micron
Technology, Inc. (exhibit C omitted) (incorporated
by reference to Exhibit 2.1 to the Registrant's
Current Report on Form 8-K dated June 18, 1998).
10(k) Second Amendment to Acquisition Agreement dated as
of September 30, 1998 between Texas Instruments
Incorporated and Micron Technology, Inc.
(incorporated by reference to Exhibit 2.2 to the
Registrant's Current Report on Form 8-K dated
October 15, 1998).
10(l) Securities Rights and Restrictions Agreement dated
as of September 30, 1998 between Texas Instruments
Incorporated and Micron Technology, Inc.
(incorporated by reference to Exhibit 10(k) to the
Registrant's Annual Report on Form 10-K for the
year 1998).
11 Computation of Earnings Per Common and Dilutive
Potential Common Share.+
12 Computation of Ratio of Earnings to Fixed Charges.+
13 Exhibit B to the Registrant's Proxy Statement for the
2000 Annual Meeting of Stockholders, which contains
Registrant's 1999 annual report to stockholders,
incorporated by reference herein (incorporated by
reference to the Registrant's Proxy Statement for the
2000 Annual Meeting of Stockholders).
21 List of Subsidiaries of the Registrant.+
23 Consent of Ernst & Young LLP.+
-5-
23.1 Consent of Ernst & Young LLP.
27 Financial Data Schedule as of December 31,
1999 and for the year then ended.+
27.1 Restated Financial Data Schedule as of
December 31, 1998 and for the year then ended.+
27.2 Restated Financial Data Schedule as of
December 31, 1997 and for the year then ended.+
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+Previously filed with the Registrant's Annual Report on Form 10-K for the
year 1999.
*Executive Compensation Plans and Arrangements:
Amended and Restated TI Deferred Compensation Plan.
First Amendment to Restated TI Deferred Compensation Plan.
Second Amendment to Restated TI Deferred Compensation Plan.
TI Employees Supplemental Pension Plan.
First Amendment to TI Supplemental Pension Plan.
Texas Instruments Long-Term Incentive Plan (incorporated by
reference to Exhibit 10(a)(ii) to the Registrant's Annual Report on
Form 10-K for the year 1993).
Texas Instruments 1996 Long-Term Incentive Plan (incorporated by
reference to Exhibit 10 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1996).
Texas Instruments Executive Officer Performance Plan (incorporated
by reference to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997).
(b) Reports on Form 8-K:
The Registrant filed the following reports on Form 8-K with the SEC during the
quarter ended December 31, 1999: Form 8-K dated October 15, 1999, relating to
completion of the acquisition by the Registrant of Unitrode Corporation; and
Form 8-K dated December 6, 1999, relating to extension of an exchange offer
for debt securities of the Registrant.
-6-
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
TEXAS INSTRUMENTS INCORPORATED
By: /s/ WILLIAM A. AYLESWORTH
------------------------------
William A. Aylesworth
Senior Vice President,
Treasurer and Chief
Financial Officer
Date: March 22, 2000
-7-
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
(Item 14(a))
Page Reference
--------------
Proxy Statement
Form 10-K as for the 2000
amended by this Annual Meeting
Form 10-K/A of Stockholders
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Information incorporated by reference
to the Registrant's Proxy Statement for
the 2000 Annual Meeting of Stockholders
Consolidated Financial Statements:
Income for each of the three
years in the period ended
December 31, 1999 B-1
Balance sheet at December 31,
1999 and 1998 B-2
Cash flows for each of the
three years in the period
ended December 31, 1999 B-3
Stockholders' equity for each of
the three years in the period
ended December 31, 1999 B-4
Notes to financial statements B-5 - B-29
Report of Independent Auditors B-30
Consolidated Schedule for each of the three
years in the period ended December 31, 1999:
II. Allowance for Losses 9
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.
-8-
Schedule II
-----------
<TABLE>
<CAPTION>
TEXAS INSTRUMENTS AND SUBSIDIARIES
ALLOWANCE FOR LOSSES
(IN MILLIONS OF DOLLARS)
Years Ended December 31, 1999, 1998, 1997
Balance at Balance
Beginning Charged to at End
Description of Year Expenses Deductions of Year
Allowance for losses:
<S> <C> <C> <C> <C>
1999 $72 $ 82 $ (87) $67
1998 $62 $ 87 $ (77) $72
1997 $88 $124 $(150) $62
Allowance for losses from uncollectible accounts, returns, etc., are deducted from accounts
receivable in the balance sheet.
</TABLE>
-9-
Exhibit Index
Designation of
Exhibit in Electronic
this Report Description of Exhibit or Paper
- -------------- ---------------------- ----------
3(a) Restated Certificate of Incorporation of the E
Registrant (incorporated by reference to Exhibit
3(a) to the Registrant's Annual Report on Form
10-K for the year 1993).
3(b) Certificate of Amendment to Restated Certificate E
of Incorporation of the Registrant (incorporated
by reference to Exhibit 3(b) to the Registrant's
Annual Report on Form 10-K for the year 1993).
3(c) Certificate of Amendment to Restated Certificate E
of Incorporation of the Registrant (incorporated
by reference to Exhibit 3(c) to the Registrant's
Annual Report on Form 10-K for the year 1993).
3(d) Certificate of Amendment to Restated Certificate E
of Incorporation 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, 1996).
3(e) Certificate of Ownership Merging Texas E
Instruments Automation Controls, Inc. into the
Registrant (incorporated by reference to Exhibit
3(e) to the Registrant's Annual Report on Form
10-K for the year 1993).
3(f) Certificate of Elimination of Designations of E
3(g) Certificate of Ownership and Merger Merging E
Tiburon Systems, Inc. into the Registrant
(incorporated by reference to Exhibit 4(g) to the
Registrant's Registration Statement No.
333-41919 on Form S-8).
3(h) Certificate of Ownership and Merger Merging E
Tartan, Inc. into the Registrant (incorporated by
reference to Exhibit 4(h) to the Registrant's
Registration Statement No. 333-41919 on Form
S-8).
3(i) Certificate of Designation relating to the E
Registrant's Participating Cumulative Preferred
Stock (incorporated by reference to Exhibit 4(a)
to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998).
3(j) Certificate of Elimination of Designation of E
Preferred Stock of the Registrant (incorporated by
reference to Exhibit 3(j) to the Registrant's
Annual Report on Form 10-K for the year 1998).
3(k) Certificate of Ownership and Merger Merging E
Intersect Technologies, Inc. into the Registrant.
3(l) Certificate of Ownership and Merger Merging E
Soft Warehouse, Inc. into the Registrant.
3(m) Certificate of Ownership and Merger Merging E
Silicon Systems, Inc. into the Registrant.
3(n) By-Laws of the Registrant. E
4(a)(i) Rights Agreement dated as of June 18, 1998 E
between the Registrant and Harris Trust and
Savings Bank as Rights Agent, which includes as
Exhibit B the form of Rights Certificate
(incorporated by reference to Exhibit 1 to the
Registrant's Registration Statement on Form 8-A
dated June 23, 1998).
4(a)(ii) Amendment dated as of September 18, 1998 to the E
Rights Agreement (incorporated by reference to
Exhibit 2 to the Registrant's Amendment No. 1 to
Registration Statement on Form 8-A dated September
23, 1998).
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) Amended and Restated TI Deferred Compensation E
Plan.*
10(a)(ii) First Amendment to Restated TI Deferred E
Compensation Plan.*
10(a)(iii) Second Amendment to Restated TI Deferred E
Compensation Plan.*
10(b)(i) TI Employees Supplemental Pension Plan.* E
10(b)(ii) First Amendment to TI Supplemental Pension Plan.* E
10(c) Texas Instruments Long-Term Incentive Plan E
(incorporated by reference to Exhibit 10(a)(ii)
to the Registrant's Annual Report on Form 10-K
for the year 1993).*
10(d) Texas Instruments 1996 Long-Term Incentive Plan E
(incorporated by reference to Exhibit 10 to the
Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996).*
10(e) Texas Instruments Executive Officer Performance E
Plan (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997).*
10(f) Texas Instruments Restricted Stock Unit Plan for E
Directors (incorporated by reference to
Exhibit 10(e) to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended
March 31, 1998).
10(g) Texas Instruments Directors Deferred Compensation E
Plan (incorporated by reference to Exhibit 10(f)
to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1998).
10(h) Texas Instruments Stock Option Plan for E
Non-Employee Directors (incorporated by reference
to Exhibit 10(g) to the Registrant's Annual Report
on Form 10-K for the year 1998).
10(i) Asset Purchase Agreement dated as of January 4, E
1997 between the Registrant and Raytheon Company
(exhibits and schedules omitted) (incorporated by
reference to Exhibit 2.1 to the Registrant's
Current Report on Form 8-K dated January 4,
1997).
10(j) Acquisition Agreement dated as of June 18, 1998 E
between Texas Instruments Incorporated and Micron
Technology, Inc. (exhibit C omitted) (incorporated
by reference to Exhibit 2.1 to the Registrant's
Current Report on Form 8-K dated June 18, 1998).
10(k) Second Amendment to Acquisition Agreement dated as E
of September 30, 1998 between Texas Instruments
Incorporated and Micron Technology, Inc.
(incorporated by reference to Exhibit 2.2 to the
Registrant's Current Report on Form 8-K dated
October 15, 1998).
10(l) Securities Rights and Restrictions Agreement dated E
as of September 30, 1998 between Texas Instruments
Incorporated and Micron Technology, Inc.
(incorporated by reference to Exhibit 10(k) to the
Registrant's Annual Report on Form 10-K for the
year 1998).
11 Computation of Earnings Per Common and Dilutive E
Potential Common Share.
12 Computation of Ratio of Earnings to Fixed Charges. E
13 Exhibit B to the Registrant's Proxy Statement for E
the 2000 Annual Meeting of Stockholders, which
contains Registrant's 1999 annual report to
stockholders, incorporated by reference herein
(incorporated by reference to the Registrant's
Proxy Statement for the 2000 Annual Meeting of
Stockholders).
21 List of Subsidiaries of the Registrant. E
23 Consent of Ernst & Young LLP. E
23.1 Consent of Ernst & Young LLP E
27 Financial Data Schedule as of December 31, E
1999 and for the year then ended.
27.1 Restated Financial Data Schedule as of E
December 31, 1998 and for the year then ended.
27.2 Restated Financial Data Schedule as of E
December 31, 1997 and for the year then ended.
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*Executive Compensation Plans and Arrangements:
Amended and Restated TI Deferred Compensation Plan.
First Amendment to Restated TI Deferred Compensation Plan.
Second Amendment to Restated TI Deferred Compensation Plan.
TI Employees Supplemental Pension Plan.
First Amendment to TI Supplemental Pension Plan.
Texas Instruments Long-Term Incentive Plan (incorporated by
reference to Exhibit 10(a)(ii) to the Registrant's Annual Report on
Form 10-K for the year 1993).
Texas Instruments 1996 Long-Term Incentive Plan (incorporated by
reference to Exhibit 10 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1996).
Texas Instruments Executive Officer Performance Plan (incorporated
by reference to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997).
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated January 24, 2000, included in the
Annual Report on Form 10-K of Texas Instruments Incorporated for the year
ended December 31, 1999, with respect to the financial statement schedule, as
amended, included in this Form 10-K/A (Amendment No. 1).
We also consent to the incorporation by reference in the following
registration statements, and in the related prospectuses thereto, of our
report dated January 24, 2000 with respect to the financial statement
schedule of Texas Instruments Incorporated included in this Annual Report on
Form 10-K/A (Amendment No. 1) for the year ended December 31, 1999:
Registration Statements (Forms S-8) No. 33-61154, No. 33-21407 (as amended),
No. 33-42172, No. 33-54615, No. 333-07127, No. 333-41913, No. 333-41919,
No. 333-31319, No.333-31321, No. 333-31323, and No. 333-48389, and
Registration Statements (Form S-3) No. 333-03571 and No. 333-93011, and
Registration Statements (Form S-4) No. 333-89433, No. 333-89097,
No. 333-87199, and No. 333-80157.
/s/ ERNST & YOUNG LLP
Dallas, Texas
March 22, 2000
