National Semiconductor Reports Results for Second Quarter Fiscal 2009

- Q2 sales were $422 million, down 9% from Q1 of fiscal 2009 and down 15% from Q2 of fiscal 2008 - Gross margin percentage of 65.6%, down from 66.0% in Q1 and up from 64.4% in last year's Q2 - Diluted EPS of 14 cents, down from the 33 cents reported in Q1 of fiscal 2009 and the 33 cents in last year's Q2 - Sales outlook for Q3 of fiscal 2009 expected to be down approximately 30 percent

SANTA CLARA, Calif., Dec. 8 /PRNewswire-FirstCall/ -- National Semiconductor Corp. (NYSE: NSM) today reported sales of $422 million and net income of $34 million, or 14 cents per diluted share, for the second quarter of fiscal 2009, which ended Nov. 23, 2008. In National's first quarter of fiscal 2009, the company reported $466 million in sales, $80 million in net income and 33 cents per diluted share. Gross margin of 65.6 percent in National's second quarter of fiscal 2009 was down from the 66.0 percent gross margin achieved in the first quarter of fiscal 2009.

Compared to last year, sales decreased approximately 15 percent from the $499.0 million reported in the second quarter of fiscal 2008, and earnings per diluted share declined from the 33 cents recorded one year ago. Gross margin increased from the 64.4 percent reported in the second quarter of fiscal 2008.

Notable Items in Q2, Fiscal 2009 Results

Included in second quarter fiscal 2009 results were approximately $28 million of pre-tax severance and restructuring expenses related primarily to a previously announced action, and approximately $7 million of discrete income tax expenses, which consisted primarily of a write-down of foreign deferred taxes, offset partially by tax benefits associated with the recent restoration of the federal R&D tax credit.

Bookings for Q2, Fiscal 2009

During the second quarter of fiscal year 2009, total bookings decreased by 33 percent compared to the first fiscal quarter. New order rates fell significantly from customers in the wireless handset market (which represents about one third of National's sales) as well as from distributors, which service a large number of customers across a broad range of industries and markets. Regionally, the second quarter bookings decline was most prominent in Asia Pacific and Europe. Total company billings exceeded bookings in the second quarter.

Outlook for Q3, Fiscal 2009

National anticipates that sales in the third quarter of fiscal 2009 will be down sequentially by approximately 30 percent depending on turns orders received in the quarter. The sales outlook is being impacted by significantly lower-than-usual demand levels in the post-holiday season, especially for personal mobile devices. In addition, the company expects gross margins to decline as the company plans to significantly lower its manufacturing activity in the third quarter of fiscal 2009.

Stock Repurchase and Cash Balances

During the second quarter of fiscal 2009, the company repurchased approximately $23 million of stock under its stock buyback program. As of the end of the second quarter of fiscal 2009, National had approximately $127 million of authorization still available under an approved program for future stock repurchases. National Semiconductor's fully diluted weighted average share count for the second quarter of fiscal of 2009 was 234 million shares, down from 241 million shares in the first quarter of fiscal 2009. The company ended the second quarter of fiscal 2009 with approximately $786 million in cash and cash equivalents which was up from the approximately $693 million that the company had at the end of the previous quarter.

Dividend Declaration

The company had previously announced on September 25, 2008 that the Board of Directors had declared a cash dividend of $0.08 per outstanding share of common stock and that the dividend will be paid on Jan. 5, 2009 to shareholders of record at the close of business on Dec. 15, 2008.

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 25, 2008 under the captions "Outlook", "Risk Factors" and "Management's Discussion and Analysis of Financial Conditions and Results of Operations" contained therein and the 10-Q for the quarter ended Aug. 24, 2008.

About National Semiconductor

National Semiconductor creates energy-efficient analog and mixed-signal semiconductors. Its PowerWise(R) products enable systems that consume less power, extend battery life, and generate less heat. Headquartered in Santa Clara, Calif., National reported sales of $1.89 billion for fiscal 2008 which ended May 25, 2008. Additional company and product information is available at http://www.national.com.


     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 CORPORATION
    CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
    (In millions, except per share amounts)

                                Three Months Ended         Six Months Ended
                               Nov. 23,     Nov. 25,     Nov. 23,     Nov. 25,
                                 2008         2007         2008         2007
    Net sales                   $421.6       $499.0       $887.2       $970.5
    Cost of sales                144.9        177.8        303.3        352.4
    Gross margin                 276.7        321.2        583.9        618.1

    Research and development      93.5         91.9        183.1        185.7
    Selling, general and
     administrative                 70.6                  82.8                152.4                158.3
        Severance  and  restructuring
          expenses  (recovery)                    28.1                        -                  29.2                  (1.5)
        Other  operating  (income)
          expense,  net                                  (0.1)                  2.7                  (0.2)                (0.4)

        Operating  expenses,  net            192.1                177.4                364.5                342.1

        Operating  income                            84.6                143.8                219.4                276.0
        Interest  income                                3.8                  10.1                    7.6                  21.3
        Interest  expense                          (18.7)              (23.7)              (37.0)              (43.3)
        Other  non-operating  expense,
          net                                                  (12.3)                (0.8)              (15.1)                (1.9)

        Income  before  taxes                      57.4                129.4                174.9                252.1
        Income  tax  expense                        23.5                  38.8                  61.4                  75.9

        Net  income                                      $33.9                $90.6              $113.5              $176.2

        Earnings  per  share:
        Basic                                                $0.15                $0.35                $0.50                $0.67
        Diluted                                            $0.14                $0.33                $0.48                $0.63

        Selected  income  statement
          ratios  as  a  percentage  of
          sales:

        Gross  margin                                    65.6%                64.4%                65.8%                63.7%
        Research  and  development            22.2%                18.4%                20.6%                19.1%
        Selling,  general  and
          administrative                              16.7%                16.6%                17.2%                16.3%
        Net  income                                          8.0%                18.2%                12.8%                18.2%

        Effective  tax  rate                        40.9%                30.0%                35.1%                30.1%



        NATIONAL  SEMICONDUCTOR  CORPORATION
        CONDENSED  CONSOLIDATED  BALANCE  SHEETS  (Unaudited)
        (In  millions)

                                                                                                          Nov.  23,                May  25,
                                                                                                              2008                      2008
        ASSETS
        Current  assets:
            Cash  and  cash  equivalents                                              $785.9                  $736.8
            Receivables                                                                            125.9                    137.3
            Inventories                                                                            154.5                    148.6
            Deferred  tax  assets                                                              82.6                      82.9
            Other  current  assets                                                            36.4                      66.0

            Total  current  assets                                                      1,185.3                1,171.6

        Net  property,  plant  and  equipment                                    559.3                    557.3
        Goodwill                                                                                        60.5                      60.5
        Deferred  tax  assets                                                                236.5                    247.5
        Other  assets                                                                              108.2                    112.2

        Total  assets                                                                        $2,149.8              $2,149.1

        LIABILITIES  AND  SHAREHOLDERS'  EQUITY
        Current  liabilities:
            Current  portion  of  long-term  debt                                $62.5                    $62.5
            Accounts  payable                                                                    61.9                      53.5
            Accrued  expenses                                                                  187.9                    180.3
            Income  taxes  payable                                                            11.6                      12.3

            Total  current  liabilities                                                323.9                    308.6

        Long-term  debt                                                                      1,383.4                1,414.8
        Long-term  income  taxes  payable                                          155.9                    143.4
        Other  non-current  liabilities                                              75.9                      85.4

            Total  liabilities                                                            1,939.1                1,952.2

        Commitments  and  contingencies

        Shareholders'  equity:
            Common  stock  of  $0.50  par  value                                    114.7                    116.3
            Additional  paid-in-capital                                                  7.4                            -
            Retained  earnings                                                                175.9                    167.4
            Accumulated  other  comprehensive  loss                          (87.3)                  (86.8)

            Total  shareholders'  equity                                              210.7                    196.9

        Total  liabilities  and  shareholders'  equity            $2,149.8              $2,149.1



        NATIONAL  SEMICONDUCTOR  CORPORATION
        CONDENSED  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  (Unaudited)
        (In  millions)
                                                                                                                  Six  Months  Ended
                                                                                                          Nov.  23,              Nov.  25,
                                                                                                              2008                      2007
        Cash  flows  from  operating  activities:
        Net  income                                                                                $113.5                  $176.2
        Adjustments  to  reconcile  net  income  with  net
          cash  provided  by  operating  activities:
            Depreciation  and  amortization                                          61.5                      65.4
            Share-based  compensation                                                    35.5                      47.6
            Excess  tax  benefit  from  share-based  payment
              arrangements                                                                          (4.3)                  (13.0)
            Tax  benefit  associated  with  stock  options                    6.5                      22.2
            Loss  on  investments                                                              15.1                        1.7
            Gain  on  disposal  of  equipment                                          (0.6)                    (0.5)
            Other,  net                                                                                  0.4                        0.5
        Changes  in  certain  assets  and  liabilities,  net:
            Receivables                                                                                8.9                    (38.9)
            Inventories                                                                              (5.7)                    26.6
            Other  current  assets                                                              0.4                      15.6
            Accounts  payable  and  accrued  expenses                          (1.2)                    17.6
            Current  and  deferred  income  taxes                                  48.8                      14.2
            Other  non-current  liabilities                                        (24.8)                  (25.1)

        Net  cash  provided  by  operating  activities                    254.0                    310.1

        Cash  flows  from  investing  activities:
            Purchase  of  property,  plant  and  equipment                (55.1)                  (52.5)
            Proceeds  from  sale  of  property,  plant,  and
              equipment                                                                                  0.6                      16.0
            Proceeds  from  sale  of  investments                                        -                        0.2
            Funding  of  benefit  plan                                                      (0.5)                    (5.1)
            Other,  net                                                                                      -                      (2.6)

        Net  cash  used  in  investing  activities                            (55.0)                  (44.0)

        Cash  flows  from  financing  activities:
            Proceeds  from  unsecured  senior  notes,  net  of
              issuance  costs                                                                            -                    992.9
            Proceeds  from  bank  borrowings,  net  of  issuance
              costs                                                                                              -                1,996.5
            Repayment  of  bank  borrowing                                            (31.4)            (1,515.6)
            Payment  on  software  license  obligations                            -                      (8.4)
            Excess  tax  benefit  from  share-based  payment
              arrangements                                                                            4.3                      13.0
            Minimum  tax  withholding  paid  on  behalf  of
              employees  for  net  share  settlements                            (0.2)                  (14.1)
            Issuance  of  common  stock                                                    33.5                      76.3
            Purchase  and  retirement  of  treasury  stock              (128.4)            (1,780.1)
            Cash  dividends  declared  and  paid                                  (27.7)                  (21.3)

        Net  cash  used  in  financing  activities                          (149.9)                (260.8)

        Net  change  in  cash  and  cash  equivalents                          49.1                        5.3
        Cash  and  cash  equivalents  at  beginning  of  period      736.8                    828.6

        Cash  and  cash  equivalents  at  end  of  period                $785.9                  $833.9



        PART  I.    FINANCIAL  INFORMATION
        EARNINGS  PER  SHARE  (Unaudited)
        (In  millions,  except  per  share  amounts)

                                                                  Three  Months  Ended                Six  Months  Ended
                                                              Nov.  23,          Nov.  25,          Nov.  23,          Nov.  25,
                                                                  2008                  2007                  2008                  2007

        Earnings  per  share:
            Basic                                            $0.15                $0.35                $0.50                $0.67
            Diluted                                        $0.14                $0.33                $0.48                $0.63

        Net  income  used  in  basic
          and  diluted  earnings  per
          share  calculation                      $33.9                $90.6              $113.5              $176.2

        Weighted-average  shares
          outstanding:
            Basic                                            228.0                258.9                228.9                264.5
            Diluted                                        234.0                271.5                237.6                277.7


        OTHER  FINANCIAL  STATEMENT  DETAIL
        (In  millions)

                                                                  Three  Months  Ended                Six  Months  Ended
        Other  operating  (income)      Nov.  23,          Nov.  25,          Nov.  23,        Nov.  25,
          expense,  net                                2008                  2007                  2008                2007

        Net  intellectual  property
          income                                            $(0.1)              $(0.1)              $(0.2)            $(0.1)
        Gain  on  sale  of  manufacturing
          plant  assets                                        -                        -                        -                (3.1)
        Litigation  settlement                        -                    3.3                        -                  3.3
        Other                                                        -                  (0.5)                      -                (0.5)
            Total  other  operating
              (income)  expense,  net          $(0.1)                $2.7                $(0.2)            $(0.4)

        Other  non-operating
          expense,  net

        Trading  securities:
            Change  in  net  unrealized
              holding  losses                      $(12.3)              $(0.8)            $(15.1)            $(1.9)
        Non-marketable  investments:
            Gain  from  sale                                  -                    0.2                        -                  0.2
        Charitable  contribution                    -                  (0.2)                      -                (0.2)
            Total  other  non-operating
              expense,  net                          $(12.3)              $(0.8)            $(15.1)            $(1.9)

        Share-based  compensation
          expense                                          $16.1                $27.6                $35.5              $47.6
 

Web site: http://www.national.com/

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