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): December 10, 2009

NATIONAL SEMICONDUCTOR CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	1-6453	95-2095071
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090 SANTA CLARA, CALIFORNIA	95052-8090
(Address of principal executive offices)	(Zip Code)

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

NATIONAL SEMICONDUCTOR CORPORATION

Item 2.02 RESULTS OF OPERATION AND FINANCIAL CONDITION

On December 10, 2009, National Semiconductor Corporation, a Delaware corporation (the “Company”), issued a news release announcing earnings for the quarter ended November 29, 2009. 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. 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 8.01 OTHER EVENTS

On December 10, 2009, the Company announced its Board of Directors had declared a cash dividend of $.08 per outstanding share of Company common stock. The dividend will be payable on January 11, 2010 to Company shareholders of record as of the close of business on December 21, 2009.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No. Description of Exhibit

99.1 News Release dated December 10, 2009 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.

This report 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. Except for historical information contained therein, the matters set forth in this report, including management’s expectations regarding future performance, are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Potential risks and uncertainties include, but are not restricted to, such factors as new orders received and shipped during the quarter, the degree of factory utilization, the timing of certain activities and the costs to be incurred in conducting certain activities. Other risk factors are included in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2009 under the captions “Outlook,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” contained therein.

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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
Dated: December 10, 2009	//S// Jamie E. Samath
	Jamie E. Samath Corporate Controller Signing on behalf of the registrant and as principal accounting officer

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Exhibit 99.1

Media Contact: Financial:

LuAnn Jenkins Mark Veeh

National Semiconductor National Semiconductor

(408) 721-2440  (408) 721-5007

luann.jenkins@nsc.com invest.group@nsc.com

National Semiconductor Reports Results for Second Quarter Fiscal 2010

• Q2 sales of $345 million were up 10% from Q1 of fiscal 2010 and down 18% from Q2 of fiscal 2009

• Gross margin reached 65.3%, up from 61.1% in Q1 and down from 65.8% in last year’s Q2

• GAAP earnings per share of 20 cents was up from 13 cents in Q1 and 16 cents in Q2 of fiscal 2009

• Bookings increased 17% over Q1

• Sales outlook for Q3 of fiscal 2010 expected to be approximately flat sequentially

SANTA CLARA, Calif. – Dec. 10, 2009 -- National Semiconductor Corp. (NYSE:NSM) today reported sales of $345 million and net income of $47.0 million, or 20 cents per diluted share, for the second quarter of fiscal 2010, which ended Nov. 29, 2009. 

National’s second quarter sales were 10 percent higher than the first quarter of fiscal 2010, when the company reported $314 million in sales, but lower than the $422 million reported in last year’s second fiscal quarter. Sequential improvement in second quarter sales was driven mainly by increased demand in industrial markets, which are primarily served through distributors. Second quarter net income of $47.0 million, or 20 cents per diluted share, was an increase from the $29.8 million, or 13 cents per share in the first quarter of fiscal 2010. In last year’s second quarter, National reported net income of $36.3 million, or 16 cents per share. Second quarter fiscal 2009 results included a pre-tax $28.1 million restructuring charge.

Gross margin of 65.3 percent in National’s second quarter was an increase from the 61.1 percent gross margin achieved in the first quarter of fiscal 2010 and down from the 65.8 percent gross margin reported in the second quarter of fiscal 2009. Sequential gross margin improvement was due to a combination of a stronger product mix, higher sales volume and improved manufacturing cost performance, including some earlier-than-expected savings realized from wafer fab consolidation.

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Bookings for Q2, Fiscal 2010

Driven primarily by higher order rates from distributors serving industrial markets in every major region, National’s total company bookings increased 17 percent sequentially in the second quarter. Bookings exceeded billings in the quarter.

“New order rates for our analog products continued to improve each month through the second quarter, giving us a higher opening backlog for the new quarter,” said Don Macleod, National’s new chief executive officer. “Now that we have restored our gross margins back over the 65-percent threshold, we can put even more of our focus on revenue growth going forward.”

Outlook for Q3, Fiscal 2010

Although the typical seasonal pattern is for third quarter revenues to decline sequentially, National is projecting revenues to be roughly flat in the third quarter of fiscal 2010.

Company Declares Dividend

The company announced today that the Board of Directors has declared a cash dividend of $0.08 per outstanding share of common stock.  This dividend will be paid on Jan. 11, 2010 to shareholders of record at the close of business on Dec. 21, 2009.

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.  Except for historical information contained herein, the matters set forth in this press release, including management’s expectations regarding future performance, are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Potential risks and uncertainties include, but are not restricted to, such factors as new orders received and shipped during the quarter, the degree of factory utilization, the sale of inventories at existing prices, and the ramp up and sale of new analog products.  Other risk factors are included in the company's annual report on Form 10-K for the fiscal year ended May 31, 2009 under the captions “Outlook,” “Risk Factors” and “Management's Discussion and Analysis of Financial Conditions and Results of Operations” contained therein and the quarterly report on Form 10-Q for the quarter ended Aug. 30, 2009.

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About National Semiconductor

National Semiconductor is a leader in analog power management technology.  Its products include easy-to-use integrated circuits, PowerWise products that enable more energy-efficient systems, and SolarMagic products which improve the energy output of solar arrays.  The company celebrated its 50th anniversary this year.  Headquartered in Santa Clara, Calif., National reported sales of $1.46 billion for fiscal 2009.  Additional information is available at www.national.com.

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NATIONAL SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(In millions, except per share amounts)
	Three Months Ended						Six Months Ended
	Nov. 29,			Nov. 23,			Nov. 29,			Nov. 23,
	2009			2008			2009			2008
Net sales	$	344.6		$	421.6		$	659.0		$	887.2
Cost of sales		119.6			144.2			241.8			302.6
Gross margin		225.0			277.4			417.2			584.6
Research and development		68.2			91.6			133.5			181.2
Selling, general and administrative		81.0			69.5			154.0			151.3
Severance and restructuring expenses		0.7			28.1			6.4			29.2
Other operating expense (income), net		1.1			(0.1	)		(0.9	)		(0.2	)
Operating expenses		151.0			189.1			293.0			361.5
Operating income		74.0			88.3			124.2			223.1
Interest income		0.4			3.8			0.9			7.6
Interest expense		(15.0	)		(18.7	)		(30.7	)		(37.0	)
Other non-operating income (expense), net		2.0			(12.3	)		5.3			(15.1	)
Income before taxes		61.4			61.1			99.7			178.6
Income tax expense		14.4			24.8			22.9			62.7
Net income	$	47.0		$	36.3		$	76.8		$	115.9
Earnings per share:
Basic	$	0.20		$	0.16		$	0.33		$	0.51
Diluted	$	0.20		$	0.16		$	0.32		$	0.49
Selected income statement ratios as a percentage of sales:
Gross margin		65.3	%		65.8	%		63.3	%		65.9	%
Research and development		19.8	%		21.7	%		20.3	%		20.4	%
Selling, general and administrative		23.5	%		16.5	%		23.4	%		17.1	%
Net income		13.6	%		8.6	%		11.7	%		13.1	%
Effective tax rate		23.5	%		40.6	%		23.0	%		35.1	%

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NATIONAL SEMICONDUCTOR CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In millions)

	Nov. 29, 2009			May 31, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	821.7		$	700.3
Receivables		87.6			71.7
Inventories		116.4			134.6
Deferred tax assets		73.0			72.6
Other current assets		135.5			108.0
Total current assets		1,234.2			1,087.2
Net property, plant and equipment		416.0			461.8
Goodwill		66.1			61.5
Deferred tax assets, net		256.7			251.5
Other assets		102.5			101.3
Total assets	$	2,075.5		$	1,963.3
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	339.0		$	62.5
Accounts payable		41.7			40.3
Accrued expenses		161.2			144.6
Income taxes payable		17.0			28.2
Total current liabilities		558.9			275.6
Long-term debt		921.8			1,227.4
Long-term income taxes payable		169.1			162.6
Other non-current liabilities		129.5			120.7
Total liabilities		1,779.3			1,786.3
Commitments and contingencies
Shareholders’ equity:
Common stock of $0.50 par value		118.9			116.3
Additional paid-in-capital		145.0			67.6
Retained earnings		156.0			116.8
Accumulated other comprehensive loss		(123.7	)		(123.7	)
Total shareholders’ equity		296.2			177.0
Total liabilities and shareholders’ equity	$	2,075.5		$	1,963.3

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NATIONAL SEMICONDUCTOR CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In millions)

	Six Months Ended
	Nov. 29, 2009			Nov. 23, 2008
Cash flows from operating activities:
Net income	$	76.8			$	115.9
Adjustments to reconcile net income with net cash provided by
operating activities:
Depreciation and amortization		47.8				61.5
Share-based compensation		32.7				35.5
Excess tax benefit from share-based payment arrangements		(0.1	)			(4.3	)
Tax (expense) benefit associated with stock options		(4.4	)			6.5
(Gain) loss on investments		(5.3	)			15.1
Non-cash restructuring recovery		(5.7	)			(0.1	)
Loss (gain) on disposal of equipment		0.8				(0.5	)
Other, net		1.2				0.4
Changes in certain assets and liabilities, net:
Receivables		(17.5	)			8.9
Inventories		17.9				(5.7	)
Other current assets		(5.0	)			1.7
Accounts payable and accrued expenses		15.8				(4.9	)
Current and deferred income taxes		(10.7	)			48.8
Other non-current liabilities		15.3				(24.8	)
Net cash provided by operating activities		159.6				254.0
Cash flows from investing activities:
Purchase of property, plant and equipment		(14.4	)			(55.1	)
Proceeds from sale of property, plant and equipment		0.1				0.6
Business acquisition, net of cash acquired		(4.8	)			-
Funding of benefit plan		(1.1	)			(5.5	)
Redemption and net realized losses of benefit plan		1.3				5.0
Other, net		(1.4	)			-
Net cash used in investing activities		(20.3	)			(55.0	)
Cash flows from financing activities:
Repayment of bank borrowing		(31.2	)			(31.4	)
Payment on software license obligations		(3.2	)			-
Excess tax benefit from share-based payment arrangements		0.1				4.3
Minimum tax withholding paid on behalf of employees for net share settlements		(1.6	)			(0.2	)
Issuance of common stock		56.7				33.5
Cash payments in connection with stock option exchange program		(1.1	)			-
Purchase and retirement of treasury stock		-				(128.4	)
Cash dividends declared and paid		(37.6	)			(27.7	)
Net cash used in financing activities		(17.9	)			(149.9	)
Net change in cash and cash equivalents		121.4				49.1
Cash and cash equivalents at beginning of period		700.3				736.8
Cash and cash equivalents at end of period	$	821.7			$	785.9

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PART I. FINANCIAL INFORMATION

EARNINGS PER SHARE (Unaudited)

(In millions, except per share amounts)

	Three Months Ended				Six Months Ended
	Nov. 29, 2009		Nov. 23, 2008		Nov. 29, 2009		Nov. 23, 2008
Earnings per share:
Basic	$	0.20	$	0.16	$	0.33	$	0.51
Diluted	$	0.20	$	0.16	$	0.32	$	0.49
Net income used in basic and diluted
earnings per share calculation	$	47.0	$	36.3	$	76.8	$	115.9
Weighted-average shares outstanding:
Basic		236.6		228.0		235.1		228.9
Diluted		241.0		234.0		239.5		237.6

OTHER FINANCIAL STATEMENT DETAIL

(In millions)

	Three Months Ended						Six Months Ended
Other operating expense (income), net	Nov. 29, 2009			Nov. 23, 2008			Nov. 29, 2009			Nov. 23, 2008
Net intellectual property income	$	-		$	(0.1	)	$	-		$	(0.2	)
Litigation settlement		1.5			-			(0.5	)		-
Other		(0.4	)		-			(0.4	)		-
Total other operating expense (income), net	$	1.1		$	(0.1	)	$	(0.9	)	$	(0.2	)
Other non-operating income (expense), net
Gain (loss) on investments	$	2.0		$	(12.3	)	$	5.3		$	(15.1	)
Total other non-operating income (expense), net	$	2.0		$	(12.3	)	$	5.3		$	(15.1	)