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): March 11, 2004
NATIONAL SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-6453 95-2095071
(State of Incorporation) Commission (I.R.S. Employer
File Number) Identification Number)
2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090
SANTA CLARA, CALIFORNIA 95052-8090
(Address of Principal Executive Offices)
(408) 721-5000
(Registrant's telephone number, including area code)
NATIONAL SEMICONDUCTOR CORPORATION
Table of Contents
Page
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Item 5. Other Events and Regulation FD Disclosure 3
Item 7. Financial Statements and Exhibits 3
Item 12. Results of Operations and Financial Condition 3
Signature 4
Exhibits:
99.1 News release dated March 11, 2004 (Stock Buy-Back Program)
99.2 News release dated March 11, 2004 (Earnings)
NATIONAL SEMICONDUCTOR CORPORATION
Item 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On March 11, 2004, National Semiconductor issued a news release announcing its
intent to buy back up to $400 million of the company's common stock. This
repurchase program which has been authorized by National's board of directors is
in addition to the program authorized in July 2003 that was completed in
September and October 2003. A copy of the news release is attached as Exhibit
99.1.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c ) Exhibits
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Exhibit No. Description of Exhibit
- ----------- ----------------------
99.1 News release dated March 11, 2004 issued by National
Semiconductor Corporation (Stock Buy-Back Program)
99.2 News release dated March 11, 2004 issued by National
Semiconductor Corporation* (Earnings)
*This exhibit is intended to be furnished and shall not be deemed "filed" for
purposes of the Securities Exchange Act of 1934, as amended.
Item 12. RESULTS OF OPERATION AND FINANCIAL CONDITION
On March 11, 2004, National Semiconductor Corporation issued a news release
announcing earnings for the quarter ended February 29, 2004. The earnings news
release, which has been attached as Exhibit 99.2, contains Condensed
Consolidated Statements of Operations, Balance Sheets, and Statements of Cash
Flows that are presented in accordance with United States generally accepted
accounting principles, or GAAP.
The news release indicates that the reported GAAP operating results include a
credit for special items relating to prior cost reduction actions. The release
notes that without this credit, earnings would have been lower. We have included
this non-GAAP information in the press release to give investors additional
information that will provide a better understanding of the underlying
erformance of our business. This non-GAAP results information should be
considered supplemental to, and not a substitute for or superior to, the
financial statements prepared in accordance with GAAP that are contained in the
news release.
The information in Exhibit 99.2 attached hereto shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended.
SIGNATURES
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 hereunto duly authorized.
NATIONAL SEMICONDUCTOR CORPORATION
//S// Robert E. DeBarr
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Dated: March 11, 2004 Robert E. DeBarr
Controller
Signing on behalf of the registrant and
as principal accounting officer