National Semiconductor Press Release

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NATIONAL SEMICONDUCTOR REPORTS NET INCOME OF 16 CENTS PER SHARE FOR THIRD FISCAL QUARTER , EXCLUDING ONE-TIME ACQUISITION CHARGE

March 12, 1998 -- National Semiconductor Corporation® today reported net income of $26.2 million, or 16 cents per share diluted, excluding a one-time charge, on sales of $650.1 million for the third quarter of fiscal 1998. This compares with net income of $28.7 million, or 18 cents per share diluted, on sales of $564.5 million, for the comparable quarter of fiscal 1997. Last year's core National plus Cyrix results exclude a one-time pre-tax gain of $202 million related to the sale of the company's Fairchild businesses in March 1997, and have been restated to include the effects of National's merger with Cyrix Corporation in November 1997.

Summary of results

_______________________________________________________________________
 3 months ended:                Mar. 1, 1998                               Feb. 23, 1997                         	
			       (excluding 	National Core 		      Total Company
			  one-time charge)	   & Cyrix		         as reported
 
Net Sales			$650.1		    $564.5			$712.0
Net Income 		        $  26.2		    $  28.7			$200.2
Earnings per share (diluted)	$   0.16	    $   0.18			$  1.20
All figures in millions of dollars, except per share amounts
For the third quarter the company reported net income of $22.3 million, or 13 cents per share diluted, which included a one-time charge of $5.2 million pre-tax for the expense of in-process research and development related to the acquisition of audio compression technology from Gulbransen Corporation. The quarter also included $11.7 million of net intellectual property and royalty income. Total company net income of $200.2 million, or $1.20 per share, for the third quarter of fiscal 1997 includes accounting adjustments related to the sale of the Fairchild product lines and the operating results of the Fairchild businesses themselves. Please refer to the Notes to Financial Tables for a complete reconciliation of the core National plus Cyrix results shown above with the consolidated total company results.

"As we indicated on February 2, market conditions due to the Asian economic crisis, and difficulties in ramping up adequate volumes of new products in our recently acquired Cyrix subsidiary impacted our results in the quarter," said Brian L. Halla, president and CEO of National Semiconductor.

" We are now shipping increasing volumes of higher-speed MMX compatible MediaGXŒ integrated processors," Halla added, "and we are confident that we will continue to meet customer demand for these products through the fourth quarter." Halla also noted that the company began 0.35-micron production wafer starts at its new 8-inch fab in South Portland, Maine.

Although overall orders, led by the company's analog business, recovered in February over the run rates experienced through January, National said third quarter bookings reflected uncertainty in some customers' marketplaces. As orders in networking, wireless communications and personal computer markets continue to be impacted by inventory adjustments, the company now expects revenue to decline with the likelihood of a loss in the fourth quarter. "As a result of this uncertain business environment we are aggressively pursuing cost reduction actions and obviously continuing to drive revenue growth for the future," Halla said.

For the nine months ended March 1, 1998, core National plus Cyrix reported net income of $142.1 million, or 85 cents per share diluted, excluding one-time charges, on sales of $2,026.7 million. This compares with core National plus Cyrix net income of $38.8 million, or 25 cents per share diluted, on sales of $1,579.8 million for the comparable nine months of fiscal 1997. For the same nine months, total company net income was $20.6 million, or 13 cents per share diluted, on sales of $2,013.9 million, including one-time adjustments, Fairchild and Cyrix. For the nine months ended March 1, 1998, total company net income as reported was $113.8 million, or 68 cents per share diluted, including one-time charges and Cyrix.

Summary of results
_______________________________________________________________________
9 months ended:                  Mar. 1, 1998                               Feb. 23, 1997                          	
			        (excluding 		National Core 		Total Company
			   one-time charges)		   & Cyrix		as reported
 
Net Sales			$2,026.7		    $1,579.8		   $2,013.9
Net Income 		        $  142.1		    $   38.8		   $   20.6
Earnings per share (diluted)	$   0.85		    $    0.25		   $    0.13
All figures in millions of dollars, except per share amounts
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 fourth quarter, the timely ramp up of new submicron production facilities, the degree of factory utilization, the successful sale of existing inventories, and the ramp up of recently introduced products. Other risk factors are listed in the company's Form 10Q for the quarter ended November 22, 1997 (see the Outlook section of Management's Discussion and Analysis of Results of Operations and Financial Conditions).

# # #
 
PART I.  FINANCIAL INFORMATION
NATIONAL SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(in millions, except per share amounts)

                            Three Months Ended       Nine Months Ended
                            ------------------      ------------------- 
                            March 1,   Feb. 23,     March 1,   Feb. 23, 
                              1998       1997         1998       1997
                                      (Restated)              (Restated)
                            --------   -------      --------   -------- 
Net sales                     $650.1    $712.0      $2,026.7   $2,013.9 

Operating costs and expenses:
 Cost of sales                 414.0     419.9       1,246.7    1,279.9 
 Research and development      128.9     101.4         358.9      293.7 
 Selling, general and 
  administrative                90.9     125.3         274.7      352.8
 Special items: 
  Merger costs	                -         -           30.0 	   -
  Restructuring of operations           (192.0)                    64.3
  In-process R&D charge          5.2        -            7.7       10.6
                              ------    ------      --------    ------- 
Total operating costs
     and expenses              639.0     454.6       1,918.0    2,001.3 
                              ------    ------      --------    ------- 
Operating income                11.1     257.4         108.7       12.6 
Interest income(expense), net    4.7       0.4          19.8       (2.4) 
Other income, net               13.9       7.9          23.2       12.6 
                              ------    ------      --------    ------- 
Income before 
   income taxes                 29.7     265.7         151.7       22.8 
Income tax provision             7.4      65.5          37.9        2.2 
                              ------    ------      --------    ------- 

Net income                    $ 22.3    $200.2      $  113.8    $  20.6 
                              ======    ======      ========    ======= 

Earnings per share:

         Basic                $ .14     $1.28       $ .70       $ .13 
         Diluted              $ .13     $1.20       $ .68       $ .13 


Selected income statement ratios as a percentage of sales:
Gross margin                   36.3%     41.0%        38.5%       36.4% 
Research and development       20.6%     14.2%        18.1%       15.1% 
Selling, general and           
   administrative              14.0%     17.6%        13.6%       17.5% 
Net income                      3.4%     28.1%         5.6%        1.0% 

Effective tax rate             25.0%     24.7%        25.0%        

Current liabilities:
  Short-term borrowings and current 
    portion of long-term debt                 $   54.0       $   15.4
  Accounts payable                               257.0          265.5
  Accrued expenses                               291.0          306.8
  Income taxes                                   240.6          238.1
                                               -------       --------
    Total current liabilities                    842.6          825.8

Long-term debt                                   383.8          460.5
Deferred income taxes                              9.3           12.1
Other non-current liabilities                     43.2           40.7
                                               -------       --------
    Total liabilities                          1,278.9        1,339.1
                                               -------       --------

Commitments and contingencies                                        

Shareholders' equity:
  Common stock                                    82.4           80.7
  Additional paid-in capital                   1,195.9        1,111.7
  Retained earnings                              788.2          679.3
                                               -------       --------
  Total shareholders' equity                   2,066.5        1,871.7
                                               -------       --------
  Total liabilities and shareholders' equity  $3,345.4       $3,210.8
                                              ========       ========
 
LIABILITIES AND SHAREHOLDERS' EQUITY
NATIONAL SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in millions)    
                                                    Nine Months Ended
                                                  --------------------
                                                  March 1,     Feb. 23,
                                                   1998         1997
                                                              (Restated)   
                                                  -------      ------- 
Cash flows from operating activities:
Net income                                        $ 113.8      $  20.6 
Adjustments to reconcile net income
  with net cash provided by operations:
  Depreciation and amortization                     215.0        192.4 
  Gain on investments                                (8.9)        (1.0)
  Tax benefit associated with stock options          17.7         10.4 
  In-process research and development charge          7.7         10.6 
  Loss on disposal of equipment                       9.4          3.4 
  Write-down of inventory                              -           5.1
  Non-cash special charges                           30.0         64.3
  Other, net                                          3.6         (3.3)
Changes in certain assets and liabilities, net:
    Receivables                                      (3.9)       (45.6)
    Inventories                                     (76.7)        29.5
    Other current assets                             (3.7)        10.4
    Accounts payable and accrued expenses           (48.2)        10.6
    Current and deferred income taxes                 0.7        (14.2) 
    Other non-current liabilities                     2.5         (1.4)
                                                  -------      ------- 
Net cash provided by operating activities           259.0        291.8
                                                  -------      -------
Cash flows from investing activities:
Purchase of property, plant and equipment          (513.9)      (456.1)
Sale and maturity of marketable investments       1,001.6        904.7 
Purchase of marketable investments               (1,034.9)      (889.5)

NATIONAL SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS  (Unaudited)
(in millions)
                                              March 1,       May 25, 
                                                1998          1997  
                                                            (Restated)
ASSETS                                        --------       --------
Current assets:
  Cash and cash equivalents                   $  633.3       $  897.8
  Short-term marketable investments              113.1           79.6
  Receivables, net                               268.1          281.0
  Inventories                                    300.0          205.8
  Deferred tax assets                            176.7          173.3
  Other current assets                            77.2           99.9
                                               -------       --------
    Total current assets                       1,568.4        1,737.4

Property, plant and equipment                  2,882.5        2,420.4
  Less accumulated depreciation               (1,222.3)      (1,071.4)
                                               -------       --------
  Net property, plant and equipment            1,660.2        1,349.0
Other assets                                     116.8          124.4
                                               -------       --------
  Total assets                                $3,345.4       $3,210.8
                                              ========       ========
Sale of investments                                  16.2          5.0 
Business acquisition, net of cash acquired           (8.3)       (15.4)
Purchase of investments and other, net              (22.3)        (9.9)
                                                  -------      ------- 
Net cash used by investing activities              (561.6)      (461.2)
                                                  -------      ------- 
Cash flows from financing activities:
Issuance of 5.5% convertible subordinated notes,
  less issuance costs				      -	     126.5
Issuance of debt                                    100.4         57.7
Redemption of 5.5% convertible subordinated notes  (126.4)          - 
Repayment of debt                                   (10.8)       (97.0)
Issuance of common stock, net                        57.3         35.6 
  -------      ------- 
Net cash provided by financing activities            20.5        122.8 
                                                  -------      ------- 
Net change in cash and cash equivalents            (282.1)       (46.6)
Adjustment to conform pooling of interests for
  cash and cash equivalents at beginning of year     17.6           - 
Cash and cash equivalents at beginning of period    897.8        486.7
                                                  -------      ------- 
Cash and cash equivalents at end of period        $ 633.3      $ 440.1 
                                                  =======      ======= 
PART I.  FINANCIAL INFORMATION
EARNINGS PER SHARE (Unaudited)
(in millions, except per share amounts)

                            Three Months Ended       Nine Months Ended
                            ------------------      --------------------
                            March 1,   Feb. 23,     March 1,    Feb. 23,
                              1998       1997         1998        1997 
                                      (Restated)               (Restated)
                            --------   -------      --------    --------


Earnings per share:

         Basic                $ .14     $1.28         $ .70       $0.13
         Diluted              $ .13     $1.20         $ .68       $0.13

Weighted average shares: 
         Basic                164.5     156.2         163.5       154.9
         Diluted              167.3     168.6         167.7       157.6
   
Income used in basic
   earnings per common share
   calculation               $ 22.3    $200.2        $113.8      $ 20.6

Income used in diluted
   earnings per share
  (reflecting adjustment for
   interest on convertible
   notes when dilutive)      $ 22.3    $202.8        $113.8      $ 20.6


Notes to Financial Tables
-------------------------

Merger
------
On November 17, 1997, the Company merged with Cyrix Corporation (³Cyrix). Cyrix designs, develops and markets IBM personal computer software-compatible microprocessors for the personal computer industry and is a source of X86 microprocessors of original design for the personal computer marketplace. In connection with the merger, the Company recorded a one-time charge of $30.0 million related to certain merger and related expenses which is included in the statement of operations for the nine months ended November 23, 1997. These expenses primarily include transaction fees for investment bankers, attorneys, and accountants; financial printing costs; and costs associated with the elimination of duplicate facilities and operations.

The merger was accounted for as a pooling of interests. Accordingly, the accompanying consolidated balance sheet as of May 25, 1997 and the consolidated statements of operations and cash flows for the prior year comparable three months and nine months ended February 23, 1997, have been restated to include Cyrix. Since the fiscal years for National and Cyrix differ, Cyrix has changed its fiscal year-end to coincide with National¹s beginning in fiscal 1998. The restatement of prior year financial statements combines National¹s fiscal 1997 with Cyrix¹s calendar year 1996. The consolidated balance sheet as of May 25, 1997 combines National¹s consolidated balance sheet as of May 25, 1997 with Cyrix¹s consolidated balance sheet as of December 31, 1996. The consolidated statements of operations for the three months and nine months ended February 23, 1997, and the consolidated statement of cash flows for the nine months ended February 23, 1997 combine National¹s consolidated statements of operations for the three months and nine months ended February 23, 1997 and the consolidated statement of cash flows for the nine months ended February 23, 1997 with Cyrix¹s consolidated statements of operations for the three months and nine months ended September 30, 1996 and the consolidated statement of cash flows for the nine months ended September 30, 1996. The results of operations and cash flows for the period January 1, 1997 through May 25, 1997 for Cyrix have been recorded as an adjustment to retained earnings.

Selected Financial Information

The following table presents selected financial information for National Core with Cyrix excluding special items and Fairchild Semiconductor in fiscal 1997. Special items for the three months ended March 1, 1998 include $5.2 million for an in-process R&D charge and for the three months ended February 23, 1997 include a credit of $202 million for the reversal of reserves related to the disposition of the Fairchild businesses of which $10.0 million was recorded in cost of sales. Special charges for the nine months ended March 1, 1998 include $7.7 million for in-process R&D charges and $30.0 million for merger costs and for the nine months ended February 23, 1997 include $10.6 million for an in-process R&D charge, $64.3 million for a restructure charge and a charge to cost of sales of $8.7 million.

                                         
                                     Three Months Ended  
                              ---------------------------------
                                Total     Special      National
                               Company     Items      Core with
                                                        Cyrix  
                              ---------   --------    --------- 
March 1, 1998:
      Net sales               $  650.1                $  650.1
      Gross profit            $  236.1                $  236.1
      Gross margin                36.3%                   36.3%
      Research & development  $  128.9                $  128.9
      Selling, gen. & admin.  $   90.9                $   90.9
      Special items           $   (5.2)   $   5.2     $     -
      Net income              $   22.3    $   3.9     $   26.2
      Earnings per share-
       diluted:               $   0.13                $   0.16


                                           Three Months Ended  
                              ---------------------------------------------
                                Total     Special     Fairchild   National
                               Company     Items                 Core with 
                                                                   Cyrix
                              ---------   --------    ---------  ----------
February 23, 1997:
      Net sales               $  712.0                $ (147.5)   $  564.5
      Gross profit            $  292.1    $ (10.0)    $  (52.9)   $  229.2
      Gross margin                41.0%                               40.6%
      Research & development  $  101.4                $   (5.1)   $   96.3
      Selling, gen. & admin.  $  125.3                $  (20.2)   $  105.1
      Special items           $  192.0    $(192.0)                $     -
      Net income              $  200.2    $(151.5)    $  (20.0)   $   28.7
      Earnings per share-
       diluted:               $   1.20                            $   0.18
 
Nine Months Ended  
                              ---------------------------------
                                Total     Special      National
                               Company     Items      Core with
                                                        Cyrix
                              ---------   --------    ---------  
March 1, 1998:
      Net sales               $2,026.7                $2,026.7
      Gross profit            $  780.0                $  780.0
      Gross margin                38.5%                   38.5%
      Research & development  $  358.9                $  358.9
      Selling, gen. & admin.  $  274.7                $  274.7
      Special items           $  (37.7)   $  37.7     $     -
      Net income              $  113.8    $  28.3     $  142.1
      Earnings per share- 
       diluted:               $   0.68                $   0.85


                                            Nine Months Ended  
                              ---------------------------------------------
                                Total     Special     Fairchild   National
                               Company     Items                 Core with
                                                                   Cyrix
                              ---------   --------    ---------  ----------
February 23, 1997:
      Net sales               $2,013.9                $ (434.1)   $1,579.8
      Gross profit            $  734.0    $   8.7     $ (135.3)   $  607.4
      Gross margin                36.4%                               38.4%
      Research & development  $  293.7                $  (14.0)   $  279.7
      Selling, gen. & admin.  $  352.8                $  (59.4)   $  293.4
      Special items           $  (74.9)   $  74.9                 $     -
      Net income              $   20.6    $  62.7     $  (44.5)   $   38.8
      Earnings per share-
       diluted:               $   0.13                            $   0.25
The selected financial information presented above for the three months and nine months ended February 23, 1997 is pro forma and includes certain expenses for research and development, selling and marketing, and headquarter functions which were allocated from central corporate cost centers to National Core and Fairchild Semiconductor.

Other Income, Net
----------------------------
Components of other             Three Months Ended    Nine Months Ended
income,net were:                ------------------   ------------------
(in millions)                   March 1,  Feb. 23,   March 1,  Feb. 23,
                                  1998      1997       1998      1997 
                                         (Restated)           (Restated)
                                --------  --------   --------  --------
Net intellectual property income $  11.7   $   1.9    $  14.3   $   8.0
Gain on investments, net             1.8       4.0       10.3       1.0
Other                                0.4       2.0       (1.4)      3.6
                                 -------   -------    -------   -------
     Total other income, net     $  13.9   $   7.9    $  23.2   $  12.6
                                 =======   =======    =======   =======

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12 March 1998