8-KExhibits & Filings

TEXAS INSTRUMENTS INC 8-K Report, Exhibit Filing (May 16, 2011)

Filed May 16, 2011For Securities:TXN

Summary

Texas Instruments Incorporated (TXN) filed an 8-K on May 16, 2011, primarily to provide unaudited pro forma condensed combined financial statements related to its planned acquisition of National Semiconductor Corporation (National). This filing is significant because the acquisition is expected to be material to TI's financial position, justifying the presentation of these pro forma statements even before the deal's closing. Investors can gain insight into the potential combined financial picture of TI and National, offering a forward-looking view of the combined entity's scale and financial structure. The filing includes audited financial statements of National Semiconductor for fiscal years ending May 30, 2010, May 31, 2009, and for the three-year period ended May 30, 2010. It also provides unaudited condensed consolidated financial statements for National as of February 27, 2011, and May 30, 2010, along with interim periods. These exhibits are crucial for investors to conduct due diligence on National Semiconductor and to understand the basis for the pro forma financial information presented.

Key Highlights

  • 1Texas Instruments (TI) is presenting unaudited pro forma condensed combined financial statements for the acquisition of National Semiconductor Corporation.
  • 2The pro forma statements are provided because the acquisition is expected to be material to TI's financial position.
  • 3Includes audited consolidated financial statements for National Semiconductor for the three-year period ended May 30, 2010.
  • 4Includes unaudited condensed consolidated financial statements for National Semiconductor for periods ending February 27, 2011, and May 30, 2010.
  • 5The filing's primary purpose is to offer a forward-looking financial view of the combined entities.
  • 6Investors can use these provided financial statements to assess the potential impact of the acquisition.
  • 7The acquisition of National Semiconductor was previously announced on April 4, 2011.

Frequently Asked Questions

The main purpose of this 8-K filing is to provide investors with unaudited pro forma condensed combined financial statements that reflect the anticipated acquisition of National Semiconductor Corporation by Texas Instruments. These statements offer a look at the potential financial state of the combined company even though the acquisition has not yet been finalized.

The filing includes audited consolidated financial statements for National Semiconductor for the fiscal years ending May 30, 2010, May 31, 2009, and for the three-year period ending May 30, 2010. Additionally, it includes unaudited condensed consolidated financial statements for National Semiconductor for periods ending February 27, 2011, and May 30, 2010, and for the interim periods within those years.

Pro forma financial statements are presented because the acquisition of National Semiconductor is deemed significant and likely to have a material impact on Texas Instruments' total assets as of December 31, 2010. Presenting these statements before the transaction closes allows investors to better understand the potential financial implications and the expected scale of the combined entity.

Further details regarding the planned acquisition of National Semiconductor Corporation by Texas Instruments were previously disclosed in TI's current report on Form 8-K dated April 4, 2011.