SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Texas Instruments Inc – ‘10-K405/A’ for 12/31/99

On:  Thursday, 3/23/00   ·   For:  12/31/99   ·   Accession #:  97476-0-11   ·   File #:  1-03761

Previous ‘10-K405’:  ‘10-K405’ on 3/3/00 for 12/31/99   ·   Next:  ‘10-K405’ on 2/28/01 for 12/31/00   ·   Latest:  ‘10-K405’ on 3/4/02 for 12/31/01

Magnifying glass tilted right emoji
 
  in    Show  and   Hints

  As Of                Filer                Filing    For·On·As Docs:Size

 3/23/00  Texas Instruments Inc             10-K405/A  12/31/99    2:23K

Amendment to Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405/A   Amendment to Annual Report -- [x] Reg. S-K Item       12±    49K 
                          405                                                    
 2: EX-23.1     Consent of Experts or Counsel                          1      7K 


10-K405/A   —   Amendment to Annual Report — [x] Reg. S-K Item 405
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K


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 ----------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 75-0289970 ------------------------ ------------------------------------ (State of Incorporation) (I.R.S. Employer Identification No.) 12500 TI Boulevard, P.O. Box 660199, Dallas, Texas 75266-0199 -------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 972-995-3773 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 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 --------------------------------------------------------------------- (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.+ ---------------- +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 ----------- --------------- 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 ----------- [Enlarge/Download Table] 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: 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. -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. ---------------- *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).

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K405/A’ Filing    Date    Other Filings
Filed on:3/23/00
3/22/00
3/3/0010-K405
1/31/00PRE 14A
For Period End:12/31/9910-K405,  PRE 14A
12/6/998-K
10/15/998-K,  S-4
12/31/9810-K405,  10-K405/A,  DEF 14A
10/15/988-K
9/30/9810-Q,  3,  8-K
9/23/98
9/18/98
6/23/988-A12B
6/18/988-K
3/31/9810-Q
12/31/9710-K,  DEF 14A,  PRE 14A
3/31/9710-Q
1/4/978-K
6/30/9610-Q
 List all Filings 
Top
Filing Submission 0000097476-00-000011   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2021 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Sat., May 15, 11:23:16.0am ET