·

“Revenue for the quarter was in the upper half of our expected range. Compared with a year ago, notable market activity for our products included continuing strength in automotive, as well as improvement in industrial and communications equipment. Revenue was down 5 percent due to weakness within the personal electronics market, which declined as expected.  

·

“Our core businesses of Analog and Embedded Processing comprised 87 percent of first-quarter revenue. From a year ago, Analog revenue declined 8 percent while Embedded Processing revenue grew 8 percent. Operating margin increased in both businesses.

·

“Gross margin of 60.6 percent was a new record, reflecting the quality of our product portfolio, as well as the efficiency of our manufacturing strategy, including the benefit of 300-millimeter Analog production.

·

“Our cash flow from operations once again underscored the strength of our business model. Free cash flow for the trailing 12 months was up 1 percent from a year ago to $3.7 billion. This represents 28.4 percent of revenue, up from 27.3 percent a year ago, and is consistent with our targeted range of 20-30 percent of revenue.

·

“We have returned $4.2 billion to shareholders in the past 12 months through stock repurchases and dividends.

·

“Our strategy to return to shareholders 100 percent of free cash flow plus proceeds from exercises of equity compensation minus net debt retirement reflects our confidence in the long-term sustainability of our business model.

·

“Our balance sheet remains strong with $2.8 billion of cash and short-term investments at the end of the quarter, 80 percent of which was owned by the company’s U.S. entities. Inventory ended the quarter at 137 days.

·

“TI’s second-quarter outlook is for revenue in the range of $3.07 billion to $3.33 billion, and earnings per share between 67 and 77 cents. For 2016, TI’s annual effective tax rate is expected to be about 30 percent, unchanged from previous guidance.”

1Q16

1Q15

Change

Revenue

$

3,008

$

3,150

-5

%

Operating profit

$

968

$

958

1

%

Net income

$

668

$

656

2

%

Earnings per share

$

0.65

$

0.61

7

%

Trailing 12 Months

1Q16

1Q16

1Q15

Change

Cash flow from operations

$

547

$

4,206

$

4,039

4

%

Capital expenditures

$

124

$

552

$

431

28

%

Free cash flow

$

423

$

3,654

$

3,608

1

%

Free cash flow % of revenue

28.4

%

27.3

%

Trailing 12 Months

1Q16

1Q16

1Q15

Change

Dividends paid

$

383

$

1,471

$

1,354

9

%

Stock repurchases

$

630

$

2,701

$

2,781

-3

%

Total cash returned

$

1,013

$

4,172

$

4,135

1

%

For Three Months Ended

March 31,

2016

2015

Revenue

$

3,008

$

3,150

Cost of revenue (COR)

1,184

1,334

Gross profit

1,824

1,816

Research and development (R&D)

326

338

Selling, general and administrative (SG&A)

448

439

Acquisition charges

80

83

Restructuring charges/other

2

(2

)

Operating profit

968

958

Other income (expense), net (OI&E)

4

4

Interest and debt expense

22

22

Income before income taxes

950

940

Provision for income taxes

282

284

Net income

$

668

$

656

Diluted earnings per common share

$

.65

$

.61

Average diluted shares outstanding (millions)

1,018

1,061

Cash dividends declared per common share

$

.38

$

.34

As a result of accounting rule ASC 260, which requires a portion of Net income to be allocated to unvested restricted stock units (RSUs) on which we pay dividend equivalents, diluted EPS is calculated using the following:

Net income

$

668

$

656

Income allocated to RSUs

(9

)

(9

)

Income allocated to common stock for diluted EPS

$

659

$

647

March 31,

2016

2015

Assets

Current assets:

Cash and cash equivalents

$

1,281

$

1,242

Short-term investments

1,519

2,062

Accounts receivable, net of allowances of ($11) and ($12)

1,269

1,394

Raw materials

105

107

Work in process

888

906

Finished goods

812

831

Inventories

1,805

1,844

Prepaid expenses and other current assets

785

810

Total current assets

6,659

7,352

Property, plant and equipment at cost

5,290

6,177

Accumulated depreciation

(2,736

)

(3,419

)

Property, plant and equipment, net

2,554

2,758

Long-term investments

220

232

Goodwill, net

4,362

4,362

Acquisition-related intangibles, net

1,503

1,822

Deferred income taxes

175

170

Capitalized software licenses, net

53

73

Overfunded retirement plans

84

128

Other assets

76

95

Total assets

$

15,686

$

16,992

Liabilities and stockholders’ equity

Current liabilities:

Current portion of long-term debt

$

1,249

$

1,000

Accounts payable

387

432

Accrued compensation

340

349

Income taxes payable

67

75

Accrued expenses and other liabilities

377

426

Total current liabilities

2,420

2,282

Long-term debt

2,869

3,628

Underfunded retirement plans

195

253

Deferred income taxes

38

63

Deferred credits and other liabilities

382

397

Total liabilities

5,904

6,623

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 – 1,740,815,939

1,741

1,741

Paid-in capital

1,558

1,410

Retained earnings

31,457

29,948

Treasury common stock at cost

Shares: March 31, 2016 – 734,244,179; March 31, 2015 – 696,401,920

(24,443

)

(22,199

)

Accumulated other comprehensive income (loss), net of taxes (AOCI)

(531

)

(531

)

Total stockholders’ equity

9,782

10,369

Total liabilities and stockholders’ equity

$

15,686

$

16,992

For Three Months Ended

March 31,

2016

2015

Cash flows from operating activities

Net income

$

668

$

656

Adjustments to Net income:

Depreciation

161

203

Amortization of acquisition-related intangibles

80

80

Amortization of capitalized software

8

13

Stock-based compensation

72

78

Gains on sales of assets

—

(1

)

Deferred income taxes

24

1

Increase (decrease) from changes in:

Accounts receivable

(100

)

(154

)

Inventories

(114

)

(60

)

Prepaid expenses and other current assets

43

54

Accounts payable and accrued expenses

(104

)

(108

)

Accrued compensation

(322

)

(294

)

Income taxes payable

131

147

Changes in funded status of retirement plans

18

19

Other

(18

)

(25

)

Cash flows from operating activities

547

609

Cash flows from investing activities

Capital expenditures

(124

)

(123

)

Proceeds from asset sales

—

1

Purchases of short-term investments

(200

)

(335

)

Proceeds from short-term investments

900

615

Other

(3

)

—

Cash flows from investing activities

573

158

Cash flows from financing activities

Dividends paid

(383

)

(356

)

Stock repurchases

(630

)

(670

)

Proceeds from common stock transactions

131

246

Excess tax benefit from share-based payments

43

56

Cash flows from financing activities

(839

)

(724

)

Net change in Cash and cash equivalents

281

43

Cash and cash equivalents at beginning of period

1,000

1,199

Cash and cash equivalents at end of period

$

1,281

$

1,242

1Q16

1Q15

Change

Analog:

Revenue

$

1,879

$

2,035

-8

%

Operating profit

$

679

$

721

-6

%

Embedded Processing:

Revenue

$

729

$

672

8

%

Operating profit

$

182

$

123

48

%

Other:

Revenue

$

400

$

443

-10

%

Operating profit*

$

107

$

114

-6

%

·

Revenue decreased primarily due to High Volume Analog & Logic. Power Management and High Performance Analog also declined, while Silicon Valley Analog grew.

·

Operating profit decreased primarily due to lower revenue, which was partially offset by lower manufacturing costs and a higher percentage of more profitable products.

·

Revenue increased in all three product lines, led by Processors.

·

Operating profit increased primarily due to higher revenue and associated gross profit, as well as lower operating expenses.

·

Revenue declined primarily due to custom ASIC products.

·

Operating profit decreased by $7 million.

For 12 Months Ended

March 31,

2016

2015

Change

Cash flow from operations (GAAP)

$

4,206

$

4,039

4

%

Capital expenditures

(552

)

(431

)

Free cash flow (non-GAAP)

$

3,654

$

3,608

1

%

Revenue

$

12,858

$

13,212

Cash flow from operations as a percent of revenue (GAAP)

32.7

%

30.6

%

Free cash flow as a percent of revenue (non-GAAP)

28.4

%

27.3

%

·

Market demand for semiconductors, particularly in TI’s end markets;

·

TI’s ability to compete in products and prices in an intensely competitive industry;

·

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 forecasts and the financial impact of inadequate or excess TI inventory that results from demand that differs from projections;

·

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;

·

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, geological events or health epidemics in the locations in which TI, its customers or its suppliers operate;

·

Breaches of TI’s information technology systems or those of its customers or suppliers;

·

Availability and cost of raw materials, utilities, manufacturing equipment, third-party manufacturing services and manufacturing technology;

·

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 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;

·

Compliance with or changes in the complex laws, rules and regulations to which TI is or may become subject, or actions of enforcement authorities, that restrict TI’s ability to manufacture its products or operate its business, or subject us to fines, penalties, or other legal liability;

·

Product liability or warranty claims, claims based on epidemic or delivery failure, or other claims relating to TI products, manufacturing, services, design or communications, or recalls by TI customers for a product containing a TI part;

·

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, adverse resolution of tax audits and the ability to realize deferred tax assets;

·

Financial difficulties of distributors or their promotion of competing product lines to TI’s detriment;

·

A loss suffered by a customer or distributor of TI with respect to TI-consigned inventory;

·

Instability in the global credit and financial markets that affects TI’s ability to fund its daily operations, invest in the business, make strategic acquisitions, or make principal and interest payments on its debt;

·

Increases in health care and pension benefit costs;

·

TI’s ability to recruit and retain skilled personnel;

·

TI’s ability to successfully integrate and realize opportunities for growth from acquisitions, and its ability to realize its expectations regarding the amount and timing of restructuring charges and associated cost savings; and

·

Impairments of TI’s non-financial assets.