SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 30, 2002
TEXAS INSTRUMENTS INCORPORATED
(Exact name of Registrant as specified in charter)
DELAWARE 001-03761 750289970
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification no.)
12500 TI BOULEVARD
P.O. BOX 660199
DALLAS, TEXAS 75266-0199
(Address of principal executive offices)
Registrant's telephone number, including area code: (972) 995-3773
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ITEM 7. EXHIBITS
Designation of
Exhibits in
This Report Description of Exhibit
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99 Sworn statements of the
Registrant's Chief Executive
Officer and Chief Financial
Officer pursuant to Section
21(a)(1) of the Securities
Exchange Act of 1934 (the "Act").
ITEM 9. REGULATION FD DISCLOSURE.
On July 30, 2002, the Registrant filed sworn statements of its Chief Executive
Officer and Chief Financial Officer (the "Sworn Statements") with the Securities
and Exchange Commission (the "Commission") pursuant to the Commission's order of
June 27, 2002, requiring the filing of sworn statements pursuant to Section
21(a)(1) of the Act. The Sworn Statements are attached hereto as Exhibit 99 and
are incorporated by reference herein.
TEXAS INSTRUMENTS INCORPORATED
Date: July 30, 2002 By: /s/ WILLIAM A. AYLESWORTH
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William A. Aylesworth
Senior Vice President
and Chief Financial Officer
2
Exhibit 99
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STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND
CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Thomas J. Engibous, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of
Texas Instruments Incorporated, and, except as corrected or supplemented in a
subsequent covered report:
- no covered report contained an untrue statement of a material fact as
of the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date on
which it was filed); and
- no covered report omitted to state a material fact necessary to make
the statements in the covered report, in light of the circumstances
under which they were made, not misleading as of the end of the period
covered by such report (or in the case of a report on Form 8-K or
definitive proxy materials, as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the Audit Committee of
the Board of Directors of Texas Instruments Incorporated.
(3) In this statement under oath, each of the following, if filed on or before
the date of this statement, is a "covered report":
- Form 10-K for 2001 of Texas Instruments Incorporated;
- all reports on Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of Texas Instruments Incorporated filed with the
Commission subsequent to the filing of the Form 10-K identified above;
and
- any amendments to any of the foregoing.
/s/ THOMAS J. ENGIBOUS Subscribed and sworn to before me
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Thomas J. Engibous this 30th day of July, 2002.
July 30, 2002
/s/ MARY FRANCES HOLLAND
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Notary Public
My commission expires: 5-10-2005
[NOTARY SEAL]
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND
CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, William A. Aylesworth, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports
of Texas Instruments Incorporated, and, except as corrected or supplemented in a
subsequent covered report:
- no covered report contained an untrue statement of a material fact as
of the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date on
which it was filed); and
- no covered report omitted to state a material fact necessary to make
the statements in the covered report, in light of the circumstances
under which they were made, not misleading as of the end of the period
covered by such report (or in the case of a report on Form 8-K or
definitive proxy materials, as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the Audit Committee
of the Board of Directors of Texas Instruments Incorporated.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
- Form 10-K for 2001 of Texas Instruments Incorporated;
- all reports on Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of Texas Instruments Incorporated filed with the
Commission subsequent to the filing of the Form 10-K identified above;
and
- any amendments to any of the foregoing.
/s/ WILLIAM A. AYLESWORTH Subscribed and sworn to before me
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William A. Aylesworth this 30th day of July, 2002.
July 30, 2002
/s/ ESTHER B. SIMS
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Notary Public
My commission expires: 3-31-2005
[NOTARY SEAL]