SEC Comment Letter for TEXAS INSTRUMENTS INC (TXN) (CIK 0000097476) (TXN) — Mar 19, 2009
TEXAS INSTRUMENTS INC (TXN) (CIK 0000097476)
Date: March 19, 2009 · CIK: 0000097476 · Accession: 0000000000-09-014099
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-03761
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Mail Stop 3030 March 19, 2009 Via Facsimile and U.S. Mail Kevin P. March Chief Financial Officer Texas Instruments, Inc. 12500 TI Boulevard P.O. Box 660199 Dallas, Texas 75266-0199 Re: Texas Instruments, Inc. Form 10-K for the Year Ended December 31, 2008 Filed February 24, 2009 File No. 001-03761
Dear Mr. March: We have reviewed your filing and have the following comments. We have limited our review of your filing to those items we have addressed in our comment. Where indicated, we think you should revise your documents in future filings in response to these comments. If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing. We look forward to working with you in thes e respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Texas Instruments, Inc. Mr. Kevin P. March March 19, 2009 Page 2 Form 10-K For the Year Ended December 31, 2008
Item 9A. Controls and Procedures, page 14
1. The language that is currently included after the word “effec tive” appears to be superfluous, since the meaning of “disclosure controls and procedur es” is established by Rule 13a-15(e) of the Exchange Act. Please remove the language in your future filings or revise the disclosure so that the language that appears after the word “effective” is substantially similar in all mate rial respects to the language th at appears in the entire two- sentence definition of “disclosure controls and procedures” set forth in Rule 13a-15(e). Exhibit 13. Portions of Registra nt’s 2008 Annual Report to Stockholders
Notes to Financial Statements, page 7 Note 2. Restructuring Activities, page 11
2. We note that you accrued $121 million in the ye ar ended December 31, 2008 relating to a restructuring action that you announced in Janu ary 2009. We further note that you record involuntary severance-related e xpenses related to an ongoing benefit in accordance with the provisions of SFAS 112 once they are prob able and the amounts are estimable. With reference to this specific restructuring acti on, please explain to us why you concluded it was appropriate to record the $121 m illion charge as of December 31, 2008. Note 16. Supplemental Information, page 30
3. We note your disclosure on page 38 that you maintain consigned inventory at your customer locations. Please revise this note in future filings to separately present your consigned inventory. Refer to Qu estion 2 of SAB Topic 13(A)(2).
Management’s discussion and analysis of fina ncial condition and result s of operations, page 37
4. We note from page 40 that your gross profit decreased by 15% due to lower revenue and, to a lesser extent, the impact of lower factor y utilization resulting from your efforts to reduce inventory. Please revise future filin gs to quantify the effects that your lower factory utilization had upon your 2008 gross ma rgin from your efforts to reduce your inventory. 5. In addition, we note your disclosure on page 38 that you “now tend to carry relatively higher levels of inventory than in past years. ” However, we note that your total inventory has declined from December 31, 2007 to Decembe r 31, 2008. It appears that the higher inventory levels you are referri ng to are in relation to your total sales, and although total inventory has declined, it has not declined at the same rate as revenues. Please revise
Texas Instruments, Inc. Mr. Kevin P. March March 19, 2009 Page 3 future filings to clarify what you mean by “rel atively higher levels of inventory than in past years.”
As appropriate, please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a cover letter that keys your responses to our comment and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments. We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure in the filing to be certain that the filing includes all information re quired under the Securities Exchange Act of 1934 and that they have provi ded all information investors require for an informed investment decision. Since the compa ny and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of the disclosures they have made. In connection with responding to our comme nts, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclo sure in the filing; staff comments or changes to disclosure in re sponse to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the sta ff of the Division of Corporati on Finance in our review of your filing or in response to our comments on your filing. You may contact Tara Harkins, Staff Accountant, at (202) 551-3639 or me at (202) 551- 3643 if you have questions regarding these comments. In this regard, do no t hesitate to contact Martin James, Senior Assistant Chief Accountant, at (202) 551-3671.
S i n c e r e l y ,
Kevin L. Vaughn A c c o u n t i n g B r a n c h C h i e f
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Mail Stop 3030
March 19, 2009
Via Facsimile and U.S. Mail
Kevin P. March Chief Financial Officer Texas Instruments, Inc. 12500 TI Boulevard P.O. Box 660199 Dallas, Texas 75266-0199
Re: Texas Instruments, Inc.
Form 10-K for the Year Ended December 31, 2008
Filed February 24, 2009 File No. 001-03761
Dear Mr. March:
We have reviewed your filing and have the following comments. We have limited our
review of your filing to those items we have addressed in our comment. Where indicated, we think you should revise your documents in future filings in response to these comments. If you
disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in thes e respects. We welcome any questions you may
have about our comments or any other aspect of our review. Feel free to call us at the telephone
numbers listed at the end of this letter.
Texas Instruments, Inc.
Mr. Kevin P. March
March 19, 2009 Page 2 Form 10-K For the Year Ended December 31, 2008
Item 9A. Controls and Procedures, page 14
1. The language that is currently included after the word “effec tive” appears to be
superfluous, since the meaning of “disclosure controls and procedur es” is established by
Rule 13a-15(e) of the Exchange Act. Please remove the language in your future filings or revise the disclosure so that the language that appears after the word “effective” is
substantially similar in all mate rial respects to the language th at appears in the entire two-
sentence definition of “disclosure controls and procedures” set forth in Rule 13a-15(e).
Exhibit 13. Portions of Registra nt’s 2008 Annual Report to Stockholders
Notes to Financial Statements, page 7
Note 2. Restructuring Activities, page 11
2. We note that you accrued $121 million in the ye ar ended December 31, 2008 relating to a
restructuring action that you announced in Janu ary 2009. We further note that you record
involuntary severance-related e xpenses related to an ongoing benefit in accordance with
the provisions of SFAS 112 once they are prob able and the amounts are estimable. With
reference to this specific restructuring acti on, please explain to us why you concluded it
was appropriate to record the $121 m illion charge as of December 31, 2008.
Note 16. Supplemental Information, page 30
3. We note your disclosure on page 38 that you maintain consigned inventory at your
customer locations. Please revise this note in future filings to separately present your consigned inventory. Refer to Qu estion 2 of SAB Topic 13(A)(2).
Management’s discussion and analysis of fina ncial condition and result s of operations, page 37
4. We note from page 40 that your gross profit decreased by 15% due to lower revenue and,
to a lesser extent, the impact of lower factor y utilization resulting from your efforts to
reduce inventory. Please revise future filin gs to quantify the effects that your lower
factory utilization had upon your 2008 gross ma rgin from your efforts to reduce your
inventory.
5. In addition, we note your disclosure on page 38 that you “now tend to carry relatively
higher levels of inventory than in past years. ” However, we note that your total inventory
has declined from December 31, 2007 to Decembe r 31, 2008. It appears that the higher
inventory levels you are referri ng to are in relation to your total sales, and although total
inventory has declined, it has not declined at the same rate as revenues. Please revise
Texas Instruments, Inc.
Mr. Kevin P. March March 19, 2009 Page 3
future filings to clarify what you mean by “rel atively higher levels of inventory than in
past years.”
As appropriate, please respond to these comments within 10 business days or tell us when
you will provide us with a response. Please furnish a cover letter that keys your responses to our comment and provides any requested information. Detailed cover letters greatly facilitate our
review. Please understand that we may have additional comments after reviewing your
responses to our comments. We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision. Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made. In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclo sure in the filing;
staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
You may contact Tara Harkins, Staff Accountant, at (202) 551-3639 or me at (202) 551-
3643 if you have questions regarding these comments. In this regard, do no t hesitate to contact
Martin James, Senior Assistant Chief Accountant, at (202) 551-3671.
S i n c e r e l y ,
Kevin L. Vaughn A c c o u n t i n g B r a n c h C h i e f