National Semiconductor Press Release


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PR: Bill Callahan
National Semiconductor
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Jeff Weir
National Semiconductor
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Financial: Jim Foltz
National Semiconductor
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james.foltz@nsc.com

National Semiconductor Reports $404 million Revenues for Third Quarter;
Projects 4 to 7 Percent Sequential Increase for Fourth Quarter Sales

March 6, 2003 - National Semiconductor Corporation (NYSE:NSM) today reported revenues of $404.3 million for the third quarter of fiscal 2003, which ended February 23, 2003, and recorded a net loss of $36.4 million, or 20 cents a share. The third quarter net loss included $13.8 million of R&D expense for writedowns of technology licenses and $17.0 million of special items primarily for severances related to the workforce reduction that the company announced on Feb. 20, 2003. Without these two items, the net loss would have been $5.6 million, or 3 cents a share.

Summary of results
3 months ended: February 23, 2003 February 24 , 2002
Net sales
Net loss as reported
Net loss per diluted share
   as reported
Net loss excluding license
   writedowns and special
   items
Net loss per diluted share
   excluding license
   writedowns and special
   items

$ 404.3
$  (36.4)

  $   (0.20)


$   (5.6)



$   (0.03)

$ 369.5
 $  (37.8)

   $    (0.21)


--



--

All figures in millions of dollars, except per share amounts   

National's third quarter sales represented a 9 percent increase over last year's third quarter, when the company reported a loss of $37.8 million, or 21 cents per share on revenues of $369.5 million. On a sequential basis, third quarter revenues seasonally declined 4 percent from the second quarter, which was within the guidance range provided at the beginning of the quarter. "Bookings picked up in the quarter, especially in our analog businesses," said Brian L. Halla, chairman, president and CEO of National Semiconductor. "The improved analog orders were led by our power management, amplifier and audio products, as well as by National's continued penetration at key market-leading handset customers."

National Semiconductor's third quarter orders rose 3 percent over the November quarter and 5 percent year-to-year. After a seasonal drop in December, bookings grew month to month for the remainder of the quarter. Analog order rates outperformed the company averages, led by double-digit growth in power management circuits and integrated audio amplification circuits. Both improvements were driven by content gains in wireless handsets and other portable devices. Orders for advanced I/O products that go into notebook computers and servers also increased from the second quarter.

North America bookings dropped seasonally, while all other regions improved sequentially and year-to-year. Bookings exceeded billings in all regions.

Outlook for Q4
National's guidance is for fourth quarter revenues to increase by 4 to 7 percent over the third quarter, which equates to a range of approximately $420 to $432 million. Gross margins are also expected to improve over the third quarter, while both R&D and SG& A expenses are expected to decrease.

"During the quarter we took major steps to reposition the company for greater profitability and announced plans to sell two of our businesses," Halla said. "When we complete these actions, our operating expenses will decline even further from our fourth quarter guidance levels, while the loss of revenue contribution will be relatively minor. These actions are consistent with our focus on driving higher returns sooner."

This outlook 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 remainder of the fourth quarter, the degree of factory utilization, the successful sale of existing inventories at existing prices, and the ramp up of recently introduced products. Other risk factors are included in the company's 10-Q from the second quarter ended November 24, 2002, and the 10-K for the year ended May 26, 2002 (see the Outlook section of Management's Discussion and Analysis of Results of Operations and Financial Conditions) and the Annual Report dated May 26, 2002.

About National Semiconductor
National Semiconductor is the premier analog company driving the information age. Combining real-world analog and state-of-the-art digital technology, the company is focused on analog-based semiconductor products, which include stand-alone devices and subsystems in the areas of power management, imaging, display drivers, audio, amplifiers and data conversion. The company targets key markets such as wireless, displays, information infrastructure and a broad range of portable applications. With headquarters in Santa Clara, California, National reported sales of $1.5 billion for its most recent fiscal year. Additional company and product information is available on the World Wide Web 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. 23,  Feb. 24,    Feb. 23,   Feb. 24,
                                   2003      2002        2003      2002
                                 -------   -------     --------  --------
Net sales                        $ 404.3   $ 369.5     $1,247.2  $1,075.3
Operating costs and expenses:
  Cost of sales                    231.8     236.2        711.3     702.4
  Research and development         119.7     110.3        337.5     329.7
  Selling, general and 
    administrative                  66.8      64.5        205.0     193.8
  Special items                     17.0       -           17.7       1.1
                                 -------   -------     --------  --------
Total operating costs
  and expenses                     435.3     411.0      1,271.5   1,227.0
                                 -------   -------     --------  --------
Operating loss                     (31.0)    (41.5)       (24.3)   (151.7)
Interest income, net                 3.3       4.3         11.0      16.8
Other income (expense), net         (6.2)      1.9         (8.1)      3.4
                                 -------   -------     --------  --------
Loss before income taxes           (33.9)    (35.3)       (21.4)   (131.5)
Income tax expense                   2.5       2.5          7.5       7.5
                                 -------   -------     --------  --------
Net loss                         $ (36.4)  $ (37.8)     $ (28.9) $ (139.0)
                                 =======   =======     ========  ========
Net loss per share: 
         Basic                   $ (0.20)  $ (0.21)    $  (0.16)  $ (0.79)
         Diluted                 $ (0.20)  $ (0.21)    $  (0.16)  $ (0.79)
Selected income statement ratios as a percentage of sales:
Gross margin                       42.7%     36.1%        43.0%     34.7%
Research and development,
   excluding IPR&D charge          29.6%     29.9%        27.1%     30.7%
Selling, general and              
  administrative                   16.5%     17.5%        16.4%     18.0%
Net loss                           (9.0%)   (10.2%)       (2.3%)   (12.9%)
Effective tax rate                  N/A       N/A          N/A       N/A 
NATIONAL SEMICONDUCTOR CORPORATION                            
CONDENSED CONSOLIDATED BALANCE SHEETS  (Unaudited) 
(in millions)
                                                   Feb. 23,      May 26,
                                                     2003         2002   
ASSETS                                             --------     --------
Current assets:
  Cash and cash equivalents                        $  759.2     $  681.3
  Short-term marketable debt securities               100.2        153.1
  Receivables, net                                    137.2        131.7
  Inventories                                         147.9        145.0
  Deferred tax assets                                  58.7         58.7
  Other current assets                                 26.7         38.3
                                                   --------     --------
  Total current assets                              1,229.9      1,208.1
Net property, plant and equipment                     707.7        737.1
Long-term marketable debt securities                    -           10.0
Goodwill                                              173.3        173.3
Other assets                                          128.0        160.3
                                                   --------     --------
Total assets                                       $2,238.9     $2,288.8
                                                   ========     ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt                     3.2          5.5
  Accounts payable                                     96.5        123.7
  Accrued expenses                                    220.4        226.7
  Income taxes payable                                 55.2         47.9
                                                   --------     --------
  Total current liabilities                           375.3        403.8
Long-term debt                                         19.9         20.4
Other non-current liabilities                          95.2         83.5
                                                   --------     --------
  Total liabilities                                   490.4        507.7
                                                   --------     --------
Commitments and contingencies
Shareholders' equity:
  Common stock                                         91.2         90.2
  Additional paid-in capital                        1,431.9      1,402.5
  Retained earnings                                   281.6        310.5
  Accumulated other comprehensive loss                (56.2)       (22.1)
                                                   --------     --------
  Total shareholders' equity                        1,748.5      1,781.1
                                                   --------     --------
Total liabilities and shareholders' equity         $2,238.9     $2,288.8
                                                   ========     ========

NATIONAL SEMICONDUCTOR CORPORATION 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in millions)    
                                                     Nine Months Ended
                                                   ----------------------
                                                    Feb. 23,     Feb. 24,
                                                      2003         2002 
                                                    -------      -------
Cash flows from operating activities:
Net loss                                           $ (28.9)     $(139.0)
Adjustments to reconcile net loss
  with net cash provided by operating activities:
  Depreciation, amortization and accretion           172.1        171.5
  Net gain(loss)on investments                         1.8         (6.9)
  Writedowns of R&D technology licenses               13.8           -
  Loss on disposal of equipment                        2.1          3.1
  Noncash special items                                1.1          1.1
  Other, net                                           0.9          0.2
  Changes in certain assets and liabilities, net:
    Receivables                                       (5.4)        (1.9)
    Inventories                                       (2.9)        50.0
    Other current assets                              (0.5)        (3.7)
    Accounts payable and accrued expenses            (33.5)       (71.9)
    Current and deferred income taxes                  7.3         25.7
    Other noncurrent liabilities                       9.8          5.6
                                                    -------      -------
Net cash provided by operating activities            137.7         33.8
                                                    -------      -------
Cash flows from investing activities:
Purchase of property, plant and equipment           (137.1)      (106.2)
Sale and maturity of available-for-sale securities   577.1         39.5
Purchase of available-for-sale securities           (515.1)      (160.1)
Sale of investments                                   16.6          8.7
Sale of equipment                                      2.3           -
Business acquisitions, net of cash acquired          (11.0)       (27.5)
Purchase of nonmarketable investments                (16.3)       (13.1)
Funding of benefit plan                               (3.3)       (14.7)
Other, net                                             2.9          2.8
                                                    -------      -------
Net cash used by investing activities                (83.9)      (270.6)
                                                    -------      -------
Cash flows from financing activities:
Repayment of debt                                     (4.5)       (14.1)
Issuance of common stock, net                         28.6         87.2
                                                    -------      -------
Net cash provided by financing activities             24.1         73.1
                                                    -------      -------
Net change in cash and cash equivalents               77.9       (163.7)
Cash and cash equivalents at beginning of period     681.3        817.8
                                                    -------      -------
Cash and cash equivalents at end of period         $ 759.2      $ 654.1
                                                    =======      =======

EARNINGS PER SHARE (Unaudited)
(in millions, except per share amounts)

                                 Three Months Ended     Nine Months Ended
                                 ------------------     -----------------
                                 Feb. 23,  Feb. 24,     Feb. 23,  Feb. 24,
                                   2003      2002         2003     2002  
                                 -------    -------     -------   -------
Net loss per share: 
         Basic                   $(0.20)    $(0.21)     $(0.16)    $(0.79)
         Diluted                 $(0.20)    $(0.21)     $(0.16)    $(0.79)
Weighted-average shares: 
         Basic                   182.1      178.4       181.4      176.7
         Diluted                 182.1      178.4       181.4      176.7
   
Net loss used in basic and 
   diluted earnings per 
   common share calculation     $(36.4)    $(37.8)     $(28.9)   $(139.0)

RECONCILIATION OF NET LOSS AS REPORTED TO NET LOSS EXCLUDING
LICENSE WRITEDOWNS AND SPECIAL ITEMS
(in millions)
                                           
                                             Three Months Ended
                                              -----------------
                                                  Feb. 23,       
                                                    2003         
                                              -----------------
Net loss as reported                              $ (36.4)
Add back:
  Special items - Cost reduction charge              17.0
  Writedowns of technology licenses                  13.8
                                              -----------------
Net loss excluding license writedowns 
  and special items                               $  (5.6)
                                              =================

NOTES TO FINANCIAL STATEMENTS:
 (in millions)

   Three Months Ended    Nine Months Ended
                                     ------------------    -----------------
                                     Feb. 23,   Feb. 24,   Feb. 23,  Feb. 24,
                                       2003       2002       2003     2002   
                                     -------    -------    -------   -------
Special items
-------------
In-process reseach and 
  development charges                $  -       $  -       $  0.7    $  1.1
Cost reduction charge                  17.0        -         17.0       -
                                     -------    -------    -------   -------
  Total special items                $ 17.0     $  -       $ 17.7    $  1.1
                                     =======    =======    =======   =======
        
Interest income, net
--------------------
Interest income                      $  3.7     $  5.3     $ 12.3    $ 20.1
Interest expense                       (0.4)      (1.0)      (1.3)     (3.3)
                                     -------    -------    -------   -------
  Interest income, net               $  3.3     $  4.3     $ 11.0    $ 16.8
                                     =======    =======    =======   =======
Other income(expense), net
-----------------
Net intellectual property income     $  0.1     $  1.0     $  4.2    $  2.7
Gain(loss) on investments, net         (6.3)       0.9      (12.3)      1.3
Other                                   -          -          -        (0.6)
                                     -------    -------    -------   -------
  Total other income(expense),net    $ (6.2)    $  1.9     $ (8.1)   $  3.4
                                     =======    =======    =======   =======
National Semiconductor is a registered trademark of National Semiconductor Corporation. All other brand or product names are trademarks or registered trademarks of their respective holders.