8-K

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): June 7, 2007

NATIONAL SEMICONDUCTOR CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	1-6453	95-2095071
(State 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)

(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

Table of Contents

		Page
Section 1 — Registrant’s Business and Operations
Item 1.01	Entry into a Material Definitive Agreement	3
Section 2 — Financial Information
Item 2.02	Results of Operations and Financial Condition	4
Item 2.03	Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant	4
Section 7 — Regulation FD Disclosure
Item 7.01	Regulation FD Disclosure	4
Section 8 — Other Events
Item 8.01	Other Events	4
Section 9 — Financial Statements and Exhibits
Item 9.01	Financial Statements and Exhibits	4
Signature		5
Exhibits:
99.1	News release dated June 7, 2007 (Earnings)
99.2	News release dated June 7, 2007 (Accelerated Share Repurchase Program and Bridge Credit Facility)

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NATIONAL SEMICONDUCTOR CORPORATION

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Accelerated Share Repurchase Program

On June 7, 2007, National Semiconductor Corporation (“National”) announced that it has entered into accelerated share repurchase (“ASR”) agreements with Goldman, Sachs & Co. (“Goldman Sachs”) to repurchase up to a maximum of $1.5 billion of its common stock.

The ASR transactions are covered by two agreements with Goldman Sachs.  Under one of the agreements, the company will repurchase from Goldman Sachs, for $1.0 billion, a number of shares of National’s common stock determined by the volume-weighted average price of the stock (“VWAP”) during a five- to-12 month period, subject to provisions establishing minimum and maximum numbers of shares.  Under the other agreement, National will repurchase shares of its common stock from Goldman Sachs immediately for an initial amount of $500 million.  Goldman Sachs will purchase an equivalent number of shares of National’s common stock in the open market over the next five- to-12 months, and, at the end of that period, the initial price will be adjusted up or down based on the VWAP during the same period.  The price adjustment may be settled by National, at its option, in cash or shares of its common stock.

National may engage Goldman Sachs from time to time in investment banking and other advisory services for which Goldman Sachs would receive customary fees and expenses.

Bridge Facility

On June 7, 2007, National also entered into a senior unsecured credit agreement (the “Bridge Facility”) with Goldman Sachs Credit Partners, L.P., an affiliate of Goldman Sachs.

The Bridge Facility provides for a $1.5 billion senior unsecured loan maturing 364 days from the closing of the Bridge Facility.  National may only borrow funds under the Bridge Facility at one time on the closing date.   Proceeds from the Bridge Facility will be used by National to finance the repurchase of shares of its common stock under the accelerated share repurchase agreements described above.

The interest rate applicable to loans under the Bridge Facility will be, at National’s option, equal to either:

·the base rate, which is the greater of (1) the Prime Rate and (2) the Federal Funds rate plus 0.50%; or

·a rate equal to the London Interbank Offered Rate, or LIBOR, plus an applicable margin of between 0.50% and 1.25% depending on our public debt ratings from Moody’s Investor Services, Inc. and Standard and Poor’s Ratings Group.

National may, at its option, voluntarily prepay amounts outstanding under the Bridge Facility subject to requirements as to minimum amounts and multiples, at any time in whole or in part without premium or penalty.  Additionally, National is required to make mandatory prepayments on amounts outstanding under the Bridge Facility in amounts equal to (a) 100% of the net cash proceeds received from issuances of equity securities by National or its subsidiaries and (b) 100% of the net cash proceeds received from incurrence of debt by National or its subsidiaries, subject to various exceptions.

The Bridge Facility contains customary representations and warranties and customary affirmative and negative covenants, including, among other things, restrictions on liens, investments, mergers and acquisitions and affiliate transactions.  There are no financial covenants included in the Bridge Facility except for a minimum interest coverage ratio and a maximum total leverage ratio.  Events of default under the Bridge Facility include, among others, nonpayment of principal or interest, covenant defaults, breaches of representations or warranties, bankruptcy and insolvency events, cross defaults and a change of control.

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Item 2.02 RESULTS OF OPERATION AND FINANCIAL CONDITION

On June 7, 2007, National issued a news release announcing earnings for the quarter ended May 27, 2007.  The earnings news release, which has been attached as Exhibit 99.1, contains unaudited Condensed Consolidated Statements of Income, 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 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The information set forth under Item 1.01 of this Report on Form 8-K under the heading “Bridge Facility” is hereby incorporated in this Item 2.03 by reference.

Item 7.01 REGULATION FD DISCLOSURE

On June 7, 2007, National issued a news release, which has been attached as Exhibit 99.2, announcing that it has entered into agreements with respect to an ASR program and a bridge credit facility.  The information in Exhibit 99.2 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

National also announced in its earnings press release that it will pay a cash dividend of $0.04 per share on July 9, 2007 to shareholders of record on June 18, 2007.  In addition, National announced that its Board of Directors had approved an additional $500 million to buy back shares of common stock beyond previously approved stock-repurchase programs and in addition to the ASR program described in Item 1.01 of this Report on Form 8-K.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	News release dated June 7, 2007 issued by National Semiconductor Corporation* (Earnings)
99.2	News release dated June 7, 2007 issued by National Semiconductor Corporation* (Accelerated Share Repurchase Program and Bridge Credit Facility)

*This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended.

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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 thereunto duly authorized.

	NATIONAL SEMICONDUCTOR CORPORATION
Dated:  June 7, 2007	/s/ JAMIE E. SAMATH
	Jamie E. Samath
	Corporate Controller
	Signing on behalf of the registrant and
	as principal accounting officer

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EX-99.1

Exhibit 99.1

Media Contact:
LuAnn Jenkins
National Semiconductor
(408) 721-2440
luann.jenkins@nsc.com Financial:
Long Ly
National Semiconductor
(408) 721-5007
invest.group@nsc.com

National Semiconductor Reports Results for Fourth Quarter Fiscal 2007

·Q4 sales grew to $455.9 million, up 5.8% from Q3 of fiscal 2007

·Record gross margin percentage of 62.5%, up from 59.8% in Q3

·EPS of 28 cents, up from 22 cents in Q3

·Sales outlook for Q1 of fiscal 2008 expected to be up 1% to 4% sequentially

·Announced additional $2 billion new stock repurchase program

SANTA CLARA, Calif. — June 7, 2007 — National Semiconductor Corporation (NYSE:NSM) today reported net income of $90.1 million, or 28 cents per share, on sales of $455.9 million for the fourth quarter of fiscal 2007, which ended May 27, 2007.

On a sequential basis, National’s fourth quarter fiscal 2007 sales increased 5.8 percent from the third quarter, when the company reported $431.0 million in sales and earnings of 22 cents per share.  Increased demand for National’s power management, audio, amplifier, data converter and display products (that serve vertical markets such as wireless handsets, networking and other portable electronics) were the primary drivers of sales growth in the fourth quarter.  Year over year, National’s fourth quarter sales were 20.4 percent lower from the fourth quarter of fiscal 2006, when the company reported sales of $572.6 million and earnings of 34 cents per share.

Gross margin in National’s fourth quarter of fiscal 2007 was 62.5 percent, a new record for the company and up from last quarter’s gross margin of 59.8 percent.  Ongoing improvement in National’s higher-value analog product portfolio was a key factor driving the increase in gross margin.  One year ago, gross margin in the fourth quarter of fiscal 2006 was 61.4 percent.  The fourth quarter of fiscal 2007 included the impact of $5.4 million in pre-tax stock compensation expenses under FASB Statement 123(R). National began accounting for stock compensation in the first quarter of fiscal 2007.

“Our sales growth this quarter was driven mainly by newer, higher-performance analog products,” said Brian L. Halla, National’s chairman and CEO.  “This enabled us to enjoy record gross margins.”

Bookings for Q4, Fiscal 2007

National’s total company bookings in the fourth quarter of fiscal 2007 increased by 6 percent sequentially over the third quarter.  This increase was primarily driven by higher orders from the company’s OEM customer base.  Regionally, the fourth quarter bookings were particularly strong in Asia Pacific.  From a product perspective, new orders for data converter and amplifier products grew at a higher rate than the overall company average.  Total company bookings exceeded billings in the fourth quarter.

Notable Items in Q4, Fiscal 2007 Results

National’s fourth quarter fiscal 2007 results included $24.9 million in pre-tax stock compensation expenses accounted for under FASB Statement 123(R).  The company’s effective tax rate of 28 percent reflected tax benefits and credits that, in aggregate, were higher than originally projected.

Outlook for Q1, Fiscal 2008

Based upon current business conditions, National anticipates that sales in the first quarter of fiscal 2008 will be up 1 to 4 percent over the fourth quarter of fiscal 2007.  Gross margin is expected to improve while operating expenses are also projected to increase.

Board Authorizes Stock Repurchase Program

National also announced today that the Board of Directors has authorized a new program to repurchase $2 billion of National’s common stock.  This combined with the $380 million in

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pre-existing repurchase approvals that remained available as of the end of the fourth quarter of fiscal 2007 brings the total approved repurchase programs to about $2.4 billion.  The company will execute $1.5 billion of this buy back through a leveraged accelerated share repurchase program, which will be financed through a senior unsecured bridge facility.  Details are contained in a separate press release issued today.

“The accelerated share repurchase program is an indication of confidence in the company and our robust business model,” said Brian Halla.  “We are on the right track as our higher-value analog products continue to differentiate our customers’ products, driving sales growth and solid margins.”

In the past three years, National has purchased approximately $2 billion worth of common stock through its buy-back programs.  During the fourth quarter of fiscal 2007, National repurchased $170 million in common stock, approximately 7 million shares.  At the end of the fourth quarter of fiscal 2007, there were 310.3 million shares outstanding.

Company Declares Dividend

The company today announced that the Board of Directors has declared a cash dividend of $0.04 per outstanding share of common stock.  This dividend will be paid July 9, 2007 to shareholders of record at the close of business on June 18, 2007.

Summary of Fiscal 2007

Annual sales were $1.93 billion compared to $2.16 billion in fiscal 2006.  For fiscal 2007, National reported net income of $375.3 million, including $111.5 million of pre-tax stock compensation expenses under FASB Statement 123(R), compared to net income of $449.2 million in fiscal 2006.  Earnings per share for the year were $1.12 compared to $1.26 in fiscal 2006.  National’s gross margin in fiscal 2007 increased to 60.7 percent compared to 59.0 percent in fiscal 2006 reflecting continued improvements in the company’s higher-value analog portfolio and strong execution in manufacturing.

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

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Act of 1995.  Except for historical information contained herein, the matters set forth in this press release, including management’s expectations regarding future performance, including first quarter fiscal 2008 sales, gross margin, and operating expenses, 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 28, 2006 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 25, 2007 under the captions “Outlook”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” contained therein.

About National Semiconductor

National Semiconductor, the industry’s premier analog company, creates high-value analog devices and subsystems.  National’s leading-edge products include power management circuits, display drivers, audio and operational amplifiers, interface products and data conversion solutions. National’s key analog markets include wireless handsets, displays and a variety of broad electronics markets, including medical, automotive, industrial, and test and measurement applications. Headquartered in Santa Clara, Calif., National reported sales of $1.93 billion for fiscal 2007, which ended May 27, 2007.  Additional company and product 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						Twelve Months Ended
	May 27, 2007			May 28, 2006			May 27, 2007			May 28, 2006
Net sales	$	455.9		$	572.6		$	1,929.9		$	2,158.1
Cost of sales	171.1			221.1			757.7			885.4
Gross margin	284.8			351.5			1,172.2			1,272.7
Research and development	95.7			85.2			363.7			326.6
Selling, general and administrative	75.0			68.8			310.9			273.9
In-process research and development charge	—			—			6.1			—
Severance and restructuring expenses	0.6			2.0			4.6			33.7
Goodwill impairment loss	—			2.4			—			7.6
Gain on sale of business	—			(0.6		)	—			(28.9		)
Other operating income, net	(0.6		)	(1.4		)	(2.8		)	(5.7		)
Operating expenses	170.7			156.4			682.5			607.2
Operating income	114.1			195.1			489.7			665.5
Interest income, net	9.9			8.7			38.9			31.8
Other non-operating income (expense), net	0.9			(0.2		)	2.0			(2.1		)
Income before taxes	124.9			203.6			530.6			695.2
Income tax expense	34.8			84.8			155.3			246.0
Net income	$	90.1		$	118.8		$	375.3		$	449.2
Earnings per share:
Basic	$	0.29		$	0.35		$	1.17		$	1.32
Diluted	$	0.28		$	0.34		$	1.12		$	1.26
Selected income statement ratios as a percentage of sales:
Gross margin	62.5		%	61.4		%	60.7		%	59.0		%
Research and development	21.0		%	14.9		%	18.8		%	15.1		%
Selling, general and administrative	16.5		%	12.0		%	16.1		%	12.7		%
Net income	19.8		%	20.7		%	19.4		%	20.8		%
Effective tax rate	27.9		%	41.7		%	29.3		%	35.4		%

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NATIONAL SEMICONDUCTOR CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In millions)

	May 27, 2007			May 28, 2006
ASSETS
Current assets:
Cash and cash equivalents	$	828.6		$	932.2
Short-term marketable investments	—			110.3
Receivables	150.6			208.6
Inventories	176.0			189.4
Deferred tax assets	69.1			74.7
Other current assets	62.1			25.3
Total current assets	1,286.4			1,540.5
Net property, plant and equipment	583.5			627.7
Goodwill	63.6			57.3
Deferred tax assets	198.5			185.7
Other assets	69.9			99.9
Total assets	$	2,201.9		$	2,511.1
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	59.9		$	108.8
Accrued expenses	122.7			191.0
Income taxes payable	117.4			98.5
Total current liabilities	300.0			398.3
Long-term debt	20.6			21.1
Non-current liabilities	132.5			165.6
Total liabilities	453.1			585.0
Commitments and contingencies
Shareholders’ equity:
Common stock of $0.50 par value.	155.1			167.8
Additional paid-in capital	—			504.2
Retained earnings	1,685.7			1,376.2
Unearned compensation	—			(8.6		)
Accumulated other comprehensive loss	(92.0		)	(113.5		)
Total shareholders’ equity	1,748.8			1,926.1
Total liabilities and shareholders’ equity	$	2,201.9		$	2,511.1

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NATIONAL SEMICONDUCTOR CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In millions)

	Twelve Months Ended
	May 27, 2007			May 28, 2006
Cash flows from operating activities:
Net income	$	375.3		$	449.2
Adjustments to reconcile net income with net cash provided by operating activities:
Depreciation and amortization	144.7			160.9
Impairment of goodwill	—			7.6
Share-based compensation expense	111.5			16.1
Excess tax benefit from share-based payment arrangements	(12.6		)	—
Tax benefit associated with stock options	29.6			104.5
Gain on investments	(2.0		)	(8.3		)
Share in net losses of equity-method investments	—			0.7
Loss on disposal of equipment	0.7			2.7
Gain on sale of businesses	—			(28.9		)
In-process research and development charge	6.1			—
Non-cash other operating income, net	—			1.9
Other, net	2.4			(2.5		)
Changes in certain assets and liabilities, net:
Receivables	57.9			(84.3		)
Inventories	15.7			(19.2		)
Other current assets	7.9			45.0
Accounts payable and accrued expenses	(127.4		)	70.7
Current and deferred income taxes	2.7			87.3
Other non-current assets	—			(9.0		)
Other non-current liabilities	4.4			1.4
Net cash provided by operating activities	616.9			795.8
Cash flows from investing activities:
Purchase of property, plant and equipment	(106.6		)	(163.3		)
Sale of equipment	1.2			1.2
Sale of businesses	—			71.0
Sale and maturity of available-for-sale securities	110.8			46.9
Sale of investments	—			11.6
Funding of benefit plan	(8.5		)	(3.0		)
Business acquisitions, net of cash acquired	(8.2		)	—
Other, net	2.9			(0.4		)
Net cash used in investing activities	(8.4		)	(36.0		)
Cash flows from financing activities:
Payment on software license obligations	(8.7		)	(13.1		)
Excess tax benefit from share-based payment arrangements	12.6			—
Issuance of common stock	103.1			303.3
Purchase and retirement of treasury stock	(774.0		)	(950.7		)
Cash dividends declared and paid	(45.1		)	(34.2		)
Net cash used in financing activities	(712.1		)	(694.7		)
Net change in cash and cash equivalents	(103.6		)	65.1
Cash and cash equivalents at beginning of period	932.2			867.1
Cash and cash equivalents at end of period	$	828.6		$	932.2

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PART I.  FINANCIAL INFORMATION

EARNINGS PER SHARE (Unaudited)

(In millions, except per share amounts)

	Three Months Ended				Twelve Months Ended
	May 27, 2007		May 28, 2006		May 27, 2007		May 28, 2006
Earnings per share
Basic	$	0.29	$	0.35	$	1.17	$	1.32
Diluted	$	0.28	$	0.34	$	1.12	$	1.26
Net income used in basic and diluted earnings per share	$	90.1	$	118.8	$	375.3	$	449.2
Weighted-average shares:
Basic	312.0		336.3		319.5		339.8
Diluted	327.5		352.3		334.2		357.0

OTHER FINANCIAL STATEMENT DETAIL

(In millions)

	Three Months Ended						Twelve Months Ended
	May 27, 2007			May 28,  2006			May 27, 2007			May 28, 2006
Other operating income, net
Net intellectual property income	$	(0.6	)	$	(0.8	)	$	(1.8	)	$	(4.1	)
Intangible asset impairment	—			—			—			1.8
Other	—			(0.6		)	(1.0		)	(3.4		)
Total other operating income, net	$	(0.6	)	$	(1.4	)	$	(2.8	)	$	(5.7	)
Interest income, net
Interest income	$	9.8		$	9.4		$	40.1		33.7
Interest expense	0.1			(0.7		)	(1.2		)	(1.9		)
Total interest income, net	$	9.9		$	8.7		$	38.9		$	31.8
Other non-operating income (expense), net
Gain (loss) on investments	$	0.9		$	(0.1	)	$	2.0		8.3
Share in net losses of equity-method investments	—			(0.1		)	—			(0.7		)
Charitable contribution	—			—			—			(9.7		)
Total other non-operating income (expense), net	$	0.9		$	(0.2	)	$	2.0		$	(2.1	)

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EX-99.2

Exhibit 99.2

Media Contact:
LuAnn Jenkins
National Semiconductor
(408) 721-2440
luann.jenkins@nsc.com Financial:
Long Ly
National Semiconductor
(408) 721-5007
invest.group@nsc.com

National Semiconductor Announces $1.5 Billion Accelerated Share
Repurchase Program as Part of Additional $2.0 Billion Share Repurchase
Authorization

SANTA CLARA, Calif. - June 7, 2007 — National Semiconductor Corporation (NYSE:NSM) announced today that its Board of Directors has approved a $1.5 billion accelerated share repurchase program (ASR) as part of an additional $2.0 billion share repurchase authorization to buy back National’s common stock beyond previously approved share repurchase programs.

With approximately $380 million remaining under previous authorizations, the aggregate available authorized stock repurchase now totals approximately $2.4 billion, of which $1.5 billion will be completed through the ASR.

The ASR is covered by two agreements with Goldman, Sachs & Co.  Under one of the agreements, the company will repurchase from Goldman Sachs, for $1.0 billion, a number of shares of its common stock determined by the volume-weighted average price of the stock (VWAP) during a five- to-12 month period, subject to provisions establishing minimum and maximum numbers of shares.  Under the other agreement, the company will repurchase shares of its common stock from Goldman Sachs immediately for an initial amount of $500 million.  Goldman Sachs will purchase an equivalent number of shares of National’s common stock in the open market over the next five- to-12 months, and, at the end of that period, the initial price will be adjusted up or down based on the VWAP during the same period.  The price adjustment may be settled by National, at its option, in cash or shares of its common stock.

The company has also entered into an unsecured bridge credit facility which provides for up-to-$1.5 billion in senior unsecured loans.  Proceeds from the bridge facility will be used to finance the ASR.

“We believe that the leveraged share repurchase program is an effective way to improve the company’s capital structure, and it reflects management’s confidence in National’s robust business model and future growth prospects,” said Brian L. Halla, National’s chairman and CEO.

The ASR augments National’s existing stock buy-back program.  Over the last three fiscal years, National has repurchased over $2 billion of its common stock.  As of May 27, 2007, before giving effect to the new repurchase transactions, the company had 310.3 million shares outstanding.

Special Note Regarding Forward-Looking Statements

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 the accelerated share repurchase program and the related financing transactions, 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, the market price of the company’s common stock and the ability of Goldman, Sachs & Co. to borrow shares of the Company’s common stock.  Other risk factors are included in the Company’s Annual Report on Form 10-K for the fiscal year ended May 28, 2006 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 25, 2007 under the captions “Outlook”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” contained therein.

About National Semiconductor

National Semiconductor, the industry’s premier analog company, creates high-value analog devices and subsystems.  National’s leading-edge products include power management circuits, display drivers, audio and operational amplifiers, interface products and data conversion solutions. National’s key analog markets include wireless handsets, displays and a variety of broad electronics markets, including medical, automotive, industrial, and test and measurement applications. Headquartered in Santa Clara, Calif., National reported sales of $1.93 billion for fiscal 2007, which ended May 27, 2007.  Additional company and product information is available at www.national.com.

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