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): May 29, 1997
NATIONAL SEMICONDUCTOR CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 1-6453 95-2095071
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(State of incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
2900 Semiconductor Drive, P.O. Box 58090
Santa Clara, California 95052-8090
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(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 721-5000
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NATIONAL SEMICONDUCTOR CORPORATION
INDEX
Page No.
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Item 5. Other Events 3
Item 7. Financial Statements and Exhibits 3
Signature 4
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Item 5. Other Events
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The information which is set forth in the Registrant's News
Release dated May 29, 1997 is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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(c). Exhibits
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Designation of
Exhibit Description of Exhibit
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99 Contents of News Release dated May 29, 1997.
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SIGNATURE
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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
Date: May 30, 1997 /s/ Richard D. Crowley, Jr.
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Richard D. Crowley, Jr.
Vice President and Controller
Signing on behalf of the registrant
and as principal accounting officer
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Exhibit 99 NEWS RELEASE
For more information:
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Bill Callahan Financial: Jim Foltz
(408) 721-2871 (408) 721-5693
[email protected] [email protected]
NATIONAL ANNOUNCES REVISED EARNINGS
FOR SECOND AND THIRD FISCAL QUARTERS
Santa Clara, CA, May 29, 1997 - National Semiconductor Corporation
(NYSE:NSM) today announced that it has revised its net income for the
second and third quarters of fiscal year 1997 in response to a
Securities and Exchange Commission review of the company's spin-off of
its Fairchild businesses. The effect of the revision is to increase
previously reported gross margins and net income for the second and
third quarters. Full year earnings through the fourth quarter will not
be affected.
As previously announced, National took a $206 million
restructuring reserve in the first quarter of fiscal 1997 which
represented the estimated impairment of Fairchild "Long-Lived Assets" as
defined by FAS 121. National completed the sale of the Fairchild
businesses and assets on March 11, 1997, after announcement of the
company's third quarter results on March 6. In response to the SEC
review, National will now recognize $192 million in recovery of
Fairchild restructuring reserves in the third quarter and $9 million in
the fourth quarter of fiscal 1997 instead of $201 million in the fourth
quarter as previously announced. In addition, because National took a
conservative approach by continuing to depreciate the Fairchild assets
while they were being held for sale, the company will now reverse that
depreciation expense, resulting in a $17 million increase in gross
margin and pre-tax earnings in both the second and third quarters, and a
$3 million increase in the fourth quarter. An additional $10 million
credit for other Fairchild reserve recoveries will be recorded in the
third quarter. The company will also recognize a $40 million gain on the
sale of Fairchild in the fourth quarter of fiscal 1997.
After the recognition of the revisions related to the sale of
Fairchild, National's fully diluted earnings per share were 30 cents
versus a previously reported 21 cents in the second quarter, and $1.39
versus a previously reported 30 cents in the third quarter. Earnings per
share, excluding the reversal of the restructuring reserve, were 43
cents in the third quarter of fiscal 1997.
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NATIONAL SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Revised)
(in millions, except per share amounts)
Second Quarter Third Quarter
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Three Months Three Months Nine Months
Ended Ended Ended
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Nov. 24, 1996 Feb. 23, 1997 Feb. 23, 1997
As Reported:
Gross Margin $230.8 $255.3 $658.3
Gross Margin % 34.9% 37.5% 34.5%
Restructuring 0 0 $256.3
Net Income (loss) $29.5 $42.8 ($135.3)
Earnings (loss) per share $ .21 $ .30 ($.97)
As Revised:
Gross Margin $248.1 $282.4 $702.7
Gross Margin % 37.5% 41.5% 36.8%
Restructuring 0 $(192.0) $64.3
Net Income $42.5 $ 207.1 $42.0
Earnings per share $ .30 $ 1.39 $ .30
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