National Semiconductor Press Release

NATIONAL SEMICONDUCTOR REPORTS NET INCOME
OF
$9.1 MILLION FOR FOURTH FISCAL QUARTER


Santa Clara, CA, June 6, 1996 --- National Semiconductor Corporation (NYSE:NSM) today reported net income of $9.1 million, or seven cents per share, for the fourth quarter of fiscal 1996, ended May 26, 1996, compared with net income of $81.2 million, or 59 cents per share for the comparable quarter of fiscal 1995.

Sales for the most recent quarter were $612.4 million, down 9 percent from last year's fourth quarter sales of $669.8 million. Analog and mixed signal sales, led by growth in local area networks and wireless telecommunications products, represent 62.1 percent of National Semiconductor's fourth quarter sales, compared with 57.5 percent a year ago.

The company also reported net income for the 12 months ended May 26, 1996 of $185.4 million, or $1.34 per share, compared with $264.2 million, or $1.92 per share, in fiscal 1995. Revenues for fiscal 1996 grew by 10 percent to $2,623.1 million, compared with $2,379.4 million for fiscal 1995.

Summary of results:

Fourth quarter ended:             May 26, 1996             May 28, 1995
Net Sales                            $612.4                   $669.8
Net Income                              9.1                     81.2
Earnings per share                      0.07*                    0.59*
Twelve months ended:              May 26, 1996             May 28, 1995
Net Sales                          $2,623.1                 $2,379.4
Net Income                            185.4                    264.2
Earnings per share (fully diluted)      1.34                     1.92
(All figures in millions of dollars, except per share amounts)
*See attached financial tables for detail

The company said continuing inventory corrections in key segments such as the personal computer market and the distribution channel resulted in lower than expected revenues and decreased factory utilization. This lower factory loading reduced gross margins and profitability in the third and fourth fiscal quarters. National said that it took steps during the recent quarter to align costs with current market conditions, and that it expects to see the benefits of these actions during the coming first quarter.

Results for the quarter included a one time pre-tax charge of $19.3 million, or 10 cents per share, primarily for severance packages associated with cost containment programs. Earnings per share for the comparable quarter last year included a net seven cents per share in one-time income from intellectual property and a charge to interest expense associated with early retirement of debt.

The company said it has recently seen signs of improvements in both the personal computer market and the U.S. distribution channel, but the outlook remains cautious. Increased activity from PC manufacturers is expected to continue through the summer as they work off existing inventory. Distributors are continuing to reduce inventories, which are still above normal levels.

Worldwide bookings rose slightly in the fourth quarter compared with the third fiscal quarter, but less than the normal seasonal expectation. Overall worldwide orders were down from last year.

The wireless telecommunications market continues to lead the company with order growth that doubled third quarter levels, making this one of the few markets to increase significantly compared with last year. Personal computer markets improved as orders for proprietary Super I/O devices more than doubled compared to third quarter. However, overall orders from the personal computer markets remain approximately 40 percent below last year, as customers complete their recent inventory corrections. Orders from automotive customers, led by single-chip mixed signal solutions, continued to show seasonal improvement over the winter quarter and were only slightly below last year. Bookings from U.S. distributors continued to weaken, as they further decreased their inventory on hand in proportion to shorter lead times from National and other semiconductor manufacturers.

On a regional basis, order declines in North America were more than offset by improvements in Europe and Japan, while bookings in the Asia-Pacific area remained even with third quarter levels. Orders in all regions declined significantly from last year's unusually strong fourth quarter.

During the quarter National's Board of Directors named Brian L. Halla chairman of the board, president and chief executive officer. Halla was formerly executive vice president of LSI Logic Corporation, and prior to that was with Intel Corporation for 14 years.

This report contains forward looking statements dependent on a number of risks and uncertainties including such factors as, but not restricted to, new orders received and shipped during the current quarter, the timely ramp up of new submicron production facilities, the degree of factory utilization, and the successful sale of existing inventories. Other risk factors are listed in the company's Form 10Q for the quarter ended February 26, 1996 (see the outlook section of Management's Discussion and Analysis of Results of Operations and Financial Conditions.)

National Semiconductor Corporation provides technologies for moving and shaping information. The company focuses on four strategic markets: communications, personal systems, industrial, and consumer. National Semiconductor is headquartered in Santa Clara, California, and has 20,000 employees worldwide.

CORP96004FIN
# # #


PART I. FINANCIAL INFORMATION
NATIONAL SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in millions, except per share amounts)

                            Three Months Ended      Twelve Months Ended
                            ------------------      ------------------- 
                            May 26,    May 28,       May 26,    May 28, 
                             1996       1995          1996       1995   
                            -------    -------      --------   -------- 
Net sales                    $612.4     $669.8      $2,623.1   $2,379.4 

Operating costs and expenses:
 Cost of sales                395.9      389.1       1,560.9    1,384.5 
 Research and development      90.8       77.7         361.3      283.1 
 Selling, general and 
  administrative              116.7      118.8         486.8      433.3 
 Restructuring of operations      -          -             -       (5.5)
                             ------     ------      --------    ------- 
Total operating costs
     and expenses             603.4      585.6       2,409.0    2,095.4
                             ------     ------      --------    ------- 
Operating income                9.0       84.2         214.1      284.0 
Interest income, net            3.4        1.9          13.3       14.6 
Other income, net               (.2)      14.4          19.8       30.6 
                             ------     ------      --------    ------- 

Income before income taxes     12.2      100.5         247.2      329.2 
Income taxes                    3.1       19.3          61.8       65.0 
                             ------     ------      --------    ------- 

Net Income                   $  9.1     $ 81.2      $  185.4    $ 264.2 
                             ======     ======      ========    ======= 

Earnings per share:

         Primary              $ .07     $  .62        $ 1.36      $2.02 
         Fully diluted        $ .07     $  .59        $ 1.34      $1.92 


Selected income statement ratios as a percentage of sales:
Gross margin                  35.4%      41.9%         40.5%      41.8% 
Research and development      14.8%      11.6%         13.8%      11.9% 
Selling, general and          19.1%      17.7%         18.6%      18.2% 
   administrative
Net income                     1.5%      12.1%          7.1%      11.1% 

Effective tax rate            25.0%      19.2%         25.0%      19.7% 


NATIONAL SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)
                                               May 26,       May 28,
                                                1996          1995   
ASSETS                                        --------       --------
Current assets:
  Cash and cash equivalents                   $  442.4       $  420.3
  Short-term marketable investments               61.9           47.1
  Receivables, net                               281.2          318.0
  Inventories                                    325.7          263.0
  Deferred tax assets                             71.1           77.4
  Other current assets                            73.7           52.5
                                               -------        -------
    Total current assets                       1,256.0        1,178.3
Property, plant and equipment                  2,516.7        2,147.6
  Less accumulated depreciation                1,208.6        1,185.2
                                               -------        -------
  Net property, plant and equipment            1,308.1          962.4
Long-term marketable investments                  11.7           20.2
Other assets                                      82.2           74.8
                                               -------        -------
  Total assets                                $2,658.0       $2,235.7
                                              ========       ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Short-term borrowings and current 
    portion of long-term debt                 $   21.5       $   23.6
  Accounts payable                               255.6          272.0
  Accrued expenses                               235.1          230.7
  Income taxes                                   164.6          159.6
                                               -------        -------
    Total current liabilities                    676.8          685.9
Long-term debt                                   350.5           82.5
Deferred income taxes                             12.1           20.1
Other non-current liabilities                     41.4           40.5
                                               -------        -------
    Total liabilities                          1,080.8          829.0
                                               -------        -------
Commitments and contingencies                                        
Shareholders' equity:
  Convertible preferred stock                        -            0.2
  Common stock                                    68.4           63.1
  Additional paid-in capital                     926.9          992.3
  Retained earnings                              581.9          411.0
  Treasury stock, at cost                            -          (59.9)
                                               -------        -------
    Total shareholders' equity                 1,577.2        1,406.7
                                               -------        -------
  Total liabilities and shareholders' equity  $2,658.0       $2,235.7
                                              ========       ========


NATIONAL SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)
                                                  Twelve Months Ended
                                                  --------------------
                                                  May. 26,     May. 28,
                                                   1996         1995 
                                                  -------      -------
Cash flows from operating activities:
Net Income                                        $ 185.4      $ 264.2
Adjustments to reconcile net income
  with net cash provided by operations:					
  Depreciation and amortization                     232.6        185.4
  Gain on sale of investments                        (4.3)        (6.9)
  Tax benefit associated with stock options          15.9         51.9 
  In-process research and development charge         11.4          1.5 
  Loss on disposal of equipment                       4.8          8.6 
  Other, net                                         (0.5)        (2.1)
Changes in certain assets and liabilities, net:
    Receivables                                      23.8        (26.5)
    Inventories                                     (77.2)       (48.4)
    Other current assets                            (33.3)        (4.5)
    Accounts payable and accrued expenses            (5.3)        22.0 
    Current and deferred income taxes                 8.3        (19.6)
    Other non-current liabilities                    (0.2)         9.0 
                                                  -------      -------
Net cash provided by operating activities           361.4        434.6 
                                                  -------      -------
Cash flows from investing activities:
Purchases of property, plant and equipment         (628.1)      (476.8)
Proceeds from sale of equipment                      24.6            - 
Proceeds from the sale and maturities of
   marketable investments                           936.9        892.0
Purchases of marketable investments                (952.0)      (841.6)
Proceeds from sale of net assets of DynaCraft Inc.   70.0            -
Proceeds from sale of investments                     7.8            -
Business acquisitions, net of cash acquired         (19.2)       (12.0)
Purchases of investments and other, net             (19.0)       (16.6)
                                                  -------      -------
Net cash used by investing activities              (579.0)      (455.0)
                                                  -------      -------
Cash flows from financing activities:
Proceeds from issuance of convertible subordinated
  notes, less issuance costs                        253.3            - 
Proceeds from the issuance of debt                   42.0        157.8
Repayment of debt                                   (29.4)       (83.0)
Issuance of common stock under
  employee benefit plans                             42.4         29.4
Purchase of treasury stock                          (63.0)       (50.4)
Payment of preferred dividends                       (5.6)       (11.2)
                                                  -------      -------
Net cash used by financing activities               239.7         42.6 
                                                  -------      -------
Net change in cash and cash equivalents              22.1         22.2 
Cash and cash equivalents at beginning of period    420.3        398.1
                                                  -------      -------
Cash and cash equivalents at end of period        $ 442.4      $ 420.3
                                                  =======      =======


PART I. FINANCIAL INFORMATION
EARNINGS PER SHARE (Unaudited)

(in millions, except per share amounts)
                            Three Months Ended      Twelve Months Ended
                            ------------------      ------------------- 
                            May 26,    May 28,       May 26,    May 28, 
                             1996       1995          1996       1995   
                            -------    -------      --------   --------


Earnings per share:

         Primary              $ .07     $ .62         $ 1.36       $2.02
         Fully diluted        $ .07     $ .59         $ 1.34       $1.92

Weighted average shares: 
         Primary              137.8     125.6          132.5       125.2
         Fully diluted        137.8     138.7          138.6       137.5 
   
Income used in primary
   earnings per share
  (reflecting preferred 
   dividends)                $  9.1    $ 78.4        $ 179.8     $ 253.0 

Income used in fully diluted
   earnings per share
   (reflecting adjustment for
   interest on convertible
   debt, when dilutive)      $  9.1    $ 81.2        $ 185.4     $ 264.2



Major Product Sales as a Percent of Total Sales:

Analog                         17.9%     17.7%         17.5%       16.9%
Analog Rich Mixed Signal       20.2%     20.8%         20.9%       21.2%
Mixed Signal                   24.0%     19.0%         21.4%       18.2%
                              ------    ------        ------      ------
Analog/Mixed Signal            62.1%     57.5%         59.8%       56.3%

Bipolar Logic                   6.4%      8.6%          7.0%        8.5%
CMOS Logic                      6.8%      6.0%          6.6%        6.3%
Discretes                       6.5%      5.3%          6.7%        4.9%
Non-Volatile Memory             6.3%      7.7%          6.5%        7.8%
Digital Other/DCI/Corporate    11.9%     14.9%         13.4%       16.2%
                              ------    ------        ------      ------
Total                         100.0%    100.0%        100.0%      100.0%




For more information:
P.R.:        Alan Bernheimer           or         Bill Callahan 
             (408) 721-8665                       (408) 721-2871
             alan.bernheimer@nsc.com              bill.callahan@nsc.com

Financial:   Jim Foltz
             (408) 721-5693
	     invest@tevm2.nsc.com

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6 June, 1996