-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TJXWxtx0m271S68qZQNn5czuTzQa901zZUN7mTBXt+dw8M0QoOGA0fyiUlPuh1Lk 7+/dbVcJ56Z5ebmumf7EvQ== 0000070530-04-000049.txt : 20041102 0000070530-04-000049.hdr.sgml : 20041102 20041101193155 ACCESSION NUMBER: 0000070530-04-000049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041101 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041102 DATE AS OF CHANGE: 20041101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0000070530 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 952095071 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06453 FILM NUMBER: 041111394 BUSINESS ADDRESS: STREET 1: 2900 SEMICONDUCTOR DR STREET 2: PO BOX 58090 CITY: SANTA CLARA STATE: CA ZIP: 95052-8090 BUSINESS PHONE: 4087215000 MAIL ADDRESS: STREET 1: 2900 SEMICONDUCTOR DR CITY: SANTA CLARA STATE: CA ZIP: 95052-8090 8-K 1 form8k_110104revguide.txt FORM 8-K FOR NEWS RELEASE DATED 11/01/04 Page 1 of 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): November 1, 2004 NATIONAL SEMICONDUCTOR CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 1-6453 95-2095071 -------- ------ ---------- (State of Incorporation) (Commission (I.R.S. Employer File Number) Identification Number) 2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090 SANTA CLARA, CALIFORNIA 95052-8090 ---------------------------------- (Address of Principal Executive Offices) (408) 721-5000 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communication pursuant to Rule 425 under the securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Act (17 CFR 240.14a-12) NATIONAL SEMICONDUCTOR CORPORATION Table of Contents Page Section 8 - Other Events - ------------------------ Item 8.01 Other Events 3 Section 9 - Financial Statements and Exhibits - --------------------------------------------- Item 9.01 Financial Statements and Exhibits Signature 4 Exhibits: 99.1 News release dated November 1, 2004 NATIONAL SEMICONDUCTOR CORPORATION Item 8.01 Other Events On November 1, 2004, National Semiconductor Corporation issued a news release announcing a downward revision of its revenue outlook for the second quarter of fiscal 2005. A copy of the news release is attached as Exhibit 99.1. The information contained in Exhibit 99. shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c ) Exhibits Exhibit No. Description of Exhibit - ----------- ---------------------- 99.1 News release dated November 1, 2004 issued by National Semiconductor Corporation* *This exhibit is intended to be furnished and shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NATIONAL SEMICONDUCTOR CORPORATION //S// Robert E. DeBarr ----------------------- Dated: November 1, 2004 Robert E. DeBarr Controller Signing on behalf of the registrant and as principal accounting officer EX-99 2 ex991_revguide.txt PRESS RELEASE 11/01/04 Exhibit 99.1 News Media: Financial: Jeff Weir Jennifer Stratiff National Semiconductor National Semiconductor (408) 721-5199 (408) 721-5007 jeff.weir@nsc.com invest.group@nsc.com National Semiconductor Updates Outlook for Second Quarter of Fiscal 2005 SANTA CLARA, Calif., November 1, 2004 - National Semiconductor Corporation (NYSE:NSM) today lowered its revenue guidance for the second quarter ending November 28, 2004. National's new guidance is for second quarter revenues to range from $445 million to $450 million, down approximately 18 to 19 percent sequentially from the first quarter. National previously guided on September 9, 2004, during its first quarter earnings conference call, that second quarter revenues were expected to be down 8 to 10 percent sequentially. During that conference call in September, the company indicated that inventory and backlog adjustments from distributors and some customers were expected to continue through the second quarter. The company also indicated that the Q2 revenue guidance assumed there would be some sequential increase in the amount of turns orders arising from expected higher seasonal activity. However, turns orders, which are those orders placed for delivery within the same quarter, have not improved so far in Q2. Distributors have been more aggressive in their efforts to reduce inventories, especially in Europe and Asia. In addition, distributor resale rates of National Semiconductor product have not picked up through October, which is not typical for the pre-holiday season. Demand from certain customers in Asia for handset and display products has also remained weak, due in part to excess supply in those channels. Gross margin percentage under the revised revenue outlook is expected to range from 49 to 50 percent, down moderately from the original guidance of approximately 51 percent. "Inventory adjustments and lower-than-typical seasonality have been the themes so far this quarter," said Brian L. Halla, National's chairman, president and CEO. "In the short term, we are making adjustments right away to our production volumes and spending plans. As for our longer-term strategy, it is the right one and it remains the same. We will continue to drive a business model that centers around higher value, higher margin analog products that consistently generate higher rates of return for our shareholders." National's second quarter financial announcement and conference call are scheduled for December 9, 2004, at which time the company will discuss Q2 results in more detail and also provide an outlook for the third quarter of fiscal 2005. Special Note This release contains forward-looking statements dependent on a number of risks and uncertainties pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These factors include, but are not restricted to, new orders received and shipped during the second quarter, the degree of factory utilization, the successful start up of production in National's Suzhou assembly and test facility, the sale of inventories at existing prices, and the ramp up of recently introduced products. Other risk factors are included in the Company's 10-K for the year ended May 30, 2004 (see Outlook and Risk Factors sections of Management's Discussion and Analysis of Financial Conditions and Results of Operations) and the 10-Q for the first quarter ended August 29, 2004. About National Semiconductor National Semiconductor, the industry's premier analog company, creates high performance analog devices and subsystems. National's leading-edge products include power management circuits, display drivers, audio and operational amplifiers, and data conversion solutions. National's key markets include wireless handsets, displays, PCs, networks and a broad range of portable applications. With headquarters in Santa Clara, California, National reported sales of $1.98 billion for fiscal 2004, which ended May 30, 2004. Additional company and product information is available at www.national.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----