-----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, UWpIxHMYrq3IL/gJztHgIKbEEd+al4tk2ojURba5YHvBtmmv/GqC4iz9PWsLta3E QcaNIslvdkIjiBdf71l2Kg== 0000070530-05-000009.txt : 20050310 0000070530-05-000009.hdr.sgml : 20050310 20050310125731 ACCESSION NUMBER: 0000070530-05-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050310 ITEM INFORMATION: Other Events FILED AS OF DATE: 20050310 DATE AS OF CHANGE: 20050310 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: 05671546 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_031005.txt FORM 8-K FOR NEWS RELEASE DATED 3/10/05 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): March 10, 2005 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 2 - Financial Information Item 2.02 Results of Operations and Financial Condition 3 Section 8 - Other Events Item 8.01 Other Events 3 Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits 3 Signature 4 Exhibits: 99.1 News release dated March 10, 2005 (Earnings) NATIONAL SEMICONDUCTOR CORPORATION Item 2.02 RESULTS OF OPERATION AND FINANCIAL CONDITION On March 10, 2005, National Semiconductor Corporation issued a news release announcing earnings for the quarter ended February 27, 2005. The earnings news release, which has been attached as Exhibit 99.1, contains unaudited Condensed Consolidated Statements of Operations, Balance Sheets, and Statements of Cash Flows that are presented in accordance with United States generally accepted accounting principles, or GAAP. Item 8.01 OTHER EVENTS The company also announced in its news release that it will pay a dividend of 2 cents per share on April 11 to shareholders of record on March 21, that its Board of Directors approved another $400 million stock repurchase program and that it was seeking a buyer for its assembly and test facility in Singapore. The information in Exhibit 99.1 attached hereto 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 March 10, 2005 issued by National Semiconductor Corporation* (Earnings) *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: March 10, 2005 Robert E. DeBarr Controller Signing on behalf of the registrant and as principal accounting officer EX-99 2 ex991_031005.txt EXHIBIT 99.1 FOR NEW RELEASE DATED 5/10/05 Exhibit 99.1 National Reports Earnings for Third Quarter Fiscal 2005 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 Reports $77.4 Million Profit, 52.7% Gross Margin for Third Quarter Fiscal 2005 o Q3 revenues were $449 million, same as Q2 but down 13% from 14-week Q3FY04 o Q3 GAAP earnings are 21 cents per share compared to 24 cents a year ago o Revenue outlook for Q4 of fiscal 2005 is 2 to 4 percent growth from Q3 o Seeking buyer for Assembly and Test plant in Singapore SANTA CLARA, CALIF., March 10, 2005 - National Semiconductor Corporation (NYSE:NSM) today reported a GAAP profit of $77.4 million, or 21 cents per share, on revenues of $449.2 million for the third quarter of fiscal 2005, which ended February 27, 2005. On a sequential basis, National's Q3 revenues were flat compared to Q2 fiscal 2005, when the Company recorded revenues of $448.9 million and earnings of 24 cents per share. Year-to-year, National's third quarter sales declined 13 percent from the 14-week third quarter of fiscal 2004, when the Company reported sales of $513.6 million and earnings of 24 cents per share. The just-concluded third quarter of fiscal 2005 had the normal 13 calendar weeks, not 14. Third quarter gross margin was 52.7 percent compared to the 50.6 percent gross margin recorded in Q2. National achieved a 2 percentage-point improvement in gross margin despite flat sales, factory utilization rates in the low-60s percentage and a $15 million reduction in inventory. Year over year, National's gross margin for Q3 was 1.3-percentage-points higher than last year's third quarter on 13 percent lower sales. "Our gross margin focus is paying off," said Brian L. Halla, National's chairman, president and CEO. "We continue to drive our product mix more and more toward higher-value analog products regardless of the current cautious sales environment." -- more -- National's third quarter 2005 net results included a $20 million pre-tax charge for severances related to a workforce reduction announced in January. This was largely offset by a pre-tax $7 million credit from a California Manufacturer's Investment Credit refund and a lower income tax rate of 8.7 percent. Second quarter fiscal 2005 net results included $19 million in pre-tax gains from the sale of assets and the resolution of litigation, as well as a $4 million income tax benefit from the resolution of a tax matter. Bookings Increased in Q3 National's Q3 worldwide bookings increased 6 percent sequentially in Q3. Year-to-year, bookings declined 35 percent from the 14-week Q3 of fiscal 2004. Total Company billings exceeded bookings in Q3. Bookings increased in North America and Europe for analog products from National's distributors. Average weekly booking rates increased each month through the quarter. The Company also saw a recovery in turns orders in Q3. Orders for National's key analog products --- power management, amplifiers, interface and data conversion --- grew at a higher rate than the Company's overall average. Outlook for Q4, FY2005 National Semiconductor anticipates Q4 revenues to increase 2 to 4 percent sequentially from Q3. Gross margin is anticipated to increase to just over 53 percent in Q4. Additional Corporate Actions for Q4 - ----------------------------------- National to Pay Dividend April 11 In addition to announcing earnings for Q3, National also declared a cash dividend of 2 cents per outstanding share of common stock. The dividend is payable April 11, 2005 to stockholders of record at the close of business on March 21, 2005. This is National's second consecutive quarter of paying dividends. Board Authorizes Additional Repurchase of $400 Million of National Stock The Company's Board of Directors has authorized additional spending of up to $400 million for a new stock repurchase program. This follows two previous stock buy-back programs, totaling $800 million, which commenced in 2003, the second of which was completed in the third quarter. National had 349,079,071 shares of common stock outstanding as of February 27, 2005. -- more -- Company Seeking Buyer for Assembly and Test Plant in Singapore National also announced today that it is seeking a buyer for its Assembly and Test facility in Singapore. The 1,000-person facility specializes in high pin-count packages. 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 quarter, the degree of factory utilization, 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 quarter ended November 28, 2004.
Summary of Results For 3 months ended For 3 months ended February 27, 2005 February 29, 2004 Net sales $449.2 million $513.6 million Net income $77.4 million $93.1 million Earnings per share $0.21 $0.24***
*** (Historical earnings per share amounts have been adjusted for the Company's 2-for-1 stock split that occurred in May 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, communication interface products and data conversion solutions. National's key markets include wireless handsets, displays, PCs and laptops. The company's analog products are also optimized for numerous applications in a variety of electronics markets, including medical, automotive, industrial, and test and measurement. Headquartered 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. # # # NATIONAL SEMICONDUCTOR CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in millions, except per share amounts)
Three Months Ended Nine Months Ended -------------------------- ------------------------- Feb. 27, Feb. 29, Feb. 27, Feb. 29, 2005 2004 2005 2004 ------------ ------------- ------------ ------------ Net sales $ 449.2 $ 513.6 $1,446.1 $1,411.9 Operating costs and expenses: Cost of sales 212.6 249.5 680.9 710.4 Research and development 80.7 87.5 248.5 265.0 Selling, general and administrative 62.1 71.1 193.8 210.1 Cost reduction charges (credit) 20.1 (1.9) 21.3 16.7 Other operating income, net (7.4) (0.7) (28.5) (8.0) ------------ ------------- ------------ ------------ Total operating costs and expenses 368.1 405.5 1,116.0 1,194.2 ------------ ------------- ------------ ------------ Operating income 81.1 108.1 330.1 217.7 Interest income, net 4.3 2.1 10.4 7.7 Other non-operating expense, net (0.6) (1.9) (3.8) (6.4) ------------ ------------- ------------ ------------ Income before taxes and cumulative effect of a change in accounting principle 84.8 108.3 336.7 219.0 Income tax expense 7.4 15.2 51.6 28.5 ------------ ------------- ------------ ------------ Income before cumulative effect of a change in accounting principle 77.4 93.1 285.1 190.5 Cumulative effect of a change in accounting principle including tax effect of $0.2 million - - - (1.9) ------------ ------------- ------------ ------------ Net income $ 77.4 $ 93.1 $ 285.1 $ 188.6 ============ ============= ============ ============
Earnings per share: Income before cumulative effect of a change in accounting principle: Basic $ 0.22 $ 0.26 $ 0.80 $ 0.53 Diluted $ 0.21 $ 0.24 $ 0.76 $ 0.49 Net income: Basic $ 0.22 $ 0.26 $ 0.80 $ 0.52 Diluted $ 0.21 $ 0.24 $ 0.76 $ 0.49 Selected income statement ratios as a percentage of sales: Gross margin 52.7% 51.4% 52.9% 49.7% Research and development 18.0% 17.0% 17.2% 18.8% Selling, general and administrative 13.8% 13.8% 13.4% 14.9% Net income 17.2% 18.1% 19.7% 13.4% Effective tax rate 8.7% 14.0% 15.3% 13.0%
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NATIONAL SEMICONDUCTOR CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in millions) Feb. 27, May 30, 2005 2004 -------------------- ------------------- ASSETS Current assets: Cash and cash equivalents $ 732.7 $ 642.9 Short-term marketable investments 138.1 139.3 Receivables 145.1 198.9 Inventories 185.4 200.1 Other current assets 43.4 64.6 -------------------- ------------------- Total current assets 1,244.7 1,245.8 Net property, plant and equipment 639.8 699.6 Goodwill 173.3 173.3 Deferred tax assets 89.2 73.3 Other assets 103.6 88.4 -------------------- ------------------- Total assets $2,250.6 $2,280.4 ==================== =================== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ - $ 22.1 Accounts payable 68.7 141.0 Accrued expenses 151.9 234.8 Income taxes payable 50.7 63.4 -------------------- ------------------- Total current liabilities 271.3 461.3 Long-term debt 23.6 - Other noncurrent liabilities 144.4 138.6 -------------------- ------------------- Total liabilities 439.3 599.9 -------------------- ------------------- Commitments and contingencies Shareholders' equity: Common stock 174.5 178.8 Additional paid-in capital 887.5 1,030.1 Retained earnings 838.0 560.0 Accumulated other comprehensive loss (88.7) (88.4) -------------------- ------------------- Total shareholders' equity 1,811.3 1,680.5 -------------------- ------------------- Total liabilities and shareholders' equity $2,250.6 $2,280.4 ==================== ===================
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NATIONAL SEMICONDUCTOR CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in millions) Nine Months Ended -------------------------------------- Feb. 27, Feb. 29, 2005 2004 --------------- -------------- Cash flows from operating activities: Net income $ 285.1 $ 188.6 Adjustments to reconcile net income with net cash provided by operating activities: Cumulative effect of a change in accounting principle - 1.9 Depreciation, amortization and accretion 147.6 160.9 Gain on investments (0.7) (4.2) Share in net losses of equity-method investments 4.0 10.8 Tax benefit associated with stock options 3.9 - Loss on disposal of equipment 1.0 6.0 Impairment of technology license 0.5 - Noncash cost reduction charges (credit) and other operating income, net (19.4) 1.4 Other, net 2.5 3.1 Changes in certain assets and liabilities, net: Receivables 55.5 (17.3) Inventories 14.6 (49.0) Other current assets 8.3 (35.0) Accounts payable and accrued expenses (131.6) 3.1 Income taxes payable (16.3) 18.3 Other noncurrent liabilities 5.8 16.5 --------------- -------------- Net cash provided by operating activities 360.8 305.1 --------------- -------------- Cash flows from investing activities: Purchase of property, plant and equipment (83.3) (153.8) Sale and maturity of available-for-sale securities - 339.0 Purchase of available-for-sale securities - (386.7) Sale of investments 0.7 9.3 Sale of business 10.0 - Security deposits on leased equipment (17.4) (2.8) Investment in nonpublicly traded companies (0.3) (1.8) Funding of benefit plan (7.1) (4.8) Other, net 0.4 0.5 --------------- -------------- Net cash used by investing activities (97.0) (201.1) --------------- -------------- Cash flows from financing activities: Payment on software license obligations (13.6) (21.0) Repayment of debt - (2.1) Issuance of common stock 72.2 149.3 Purchase and retirement of treasury stock (225.5) (400.0) Cash dividends declared and paid (7.1) - --------------- -------------- Net cash used by financing activities (174.0) (273.8) --------------- -------------- Net change in cash and cash equivalents 89.8 (169.8) Cash and cash equivalents at beginning of period 642.9 802.2 --------------- -------------- Cash and cash equivalents at end of period $ 732.7 $ 632.4 =============== ==============
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PART I. FINANCIAL INFORMATION EARNINGS PER SHARE (Unaudited) (in millions, except per share amounts) Three Months Ended Nine Months Ended --------------------------- ------------------------- Feb. 27, Feb. 29, Feb. 27, Feb. 29, 2005 2004 2005 2004 -------------- ------------ ------------ ------------ Earnings per share: Basic $ 0.22 $ 0.26 $ 0.80 $ 0.52 Diluted $ 0.21 $ 0.24 $ 0.76 $ 0.49 Net income used in basic and diluted earnings per share calculation $ 77.4 $ 93.1 $ 285.1 $ 188.6 Weighted-average shares: Basic 353.2 357.4 355.5 362.2 Diluted 374.0 389.4 376.6 388.0
Three Months Ended Nine Months Ended --------------------------- ------------------------- Feb. 27, Feb. 29, Feb. 27, Feb. 29, Other operating income, net 2005 2004 2005 2004 -------------- ------------ ------------ ------------ Release of litigation accrual $ - $ - $(10.0) $ - Sale of business - - (8.8) - Manufacturer's Investment Credit refund (7.4) - (7.4) - IP income (1.7) (0.7) (4.0) (8.7) IP settlements 1.7 - 1.7 0.7 -------------- ------------ ------------ ------------ Total other operating income, net $ (7.4) $ (0.7) $ (28.5) $ (8.0) ============== ============ ============ ============ Interest income, net Interest income $ 4.7 $ 2.6 $ 11.6 $ 8.5 Interest expense (0.4) (0.5) (1.2) (0.8) -------------- ------------ ------------ ------------ Interest income, net $ 4.3 $ 2.1 $ 10.4 $ 7.7 ============== ============ ============ ============ Other non-operating expense, net Gain on investments $ 0.1 $ 1.2 $ 0.7 $ 4.2 Share in net losses of equity-method Investments (0.7) (3.1) (4.0) (10.8) Other - - (0.5) 0.2 -------------- ------------ ------------ ------------ Total other non-operating expense, net $ (0.6) $ (1.9) $ (3.8) $ (6.4) ============== ============ ============ ============
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