UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the year ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to ____.
Commission File Number: 1-6453
NATIONAL SEMICONDUCTOR CORPORATION
GLOBAL EMPLOYEES STOCK PURCHASE PLAN
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(title of plan)
NATIONAL SEMICONDUCTOR CORPORATION
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(issuer of securities held pursuant to the plan)
DELAWARE 95-2095071
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(State of incorporation) (I.R.S. Employer Identification Number)
2900 Semiconductor Drive, P.O. Box 58090
Santa Clara, California 95052-8090
(Address of principal executive offices)
Issuer's telephone number, including area code: (408) 721-5000
NATIONAL SEMICONDUCTOR CORPORATION
GLOBAL EMPLOYEES STOCK PURCHASE PLAN
INDEX PAGE
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REQUIRED INFORMATION 2
FINANCIAL INFORMATION
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Independent Auditors' Report F1
Statements of Income and Changes in Plan Equity
for the years ended December 31, 2003, 2002 and 2001 F2
Notes to Statements of Income and Changes in
Plan Equity F3-F4
SIGNATURE 3
INDEX TO EXHIBITS 4
CONSENT OF INDEPENDENT AUDITORS-EXHIBIT 1.0 5
NATIONAL SEMICONDUCTOR CORPORATION
GLOBAL EMPLOYEES STOCK PURCHASE PLAN
Required Information
Items 1-3
National Semiconductor Corporation Global Employees Stock Purchase Plan
statements of income and changes in plan equity for each of the years in the
three-year period ended December 31, 2003, together with Independent Auditors'
Report prepared in accordance with the applicable provisions of Article 6A of
Regulation S-X.
NATIONAL SEMICONDUCTOR CORPORATION
GLOBAL EMPLOYEES STOCK PURCHASE PLAN
Statements of Income and Changes in Plan Equity
Each of the years in the three-year period ended December 31, 2003
(With Independent Auditors' Report Thereon)
NATIONAL SEMICONDUCTOR CORPORATION
GLOBAL EMPLOYEES STOCK PURCHASE PLAN
Table of Contents
Page
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Independent Auditors' Report F1
Statements of Income and Changes in Plan Equity F2
Notes to Statements of Income and Changes in Plan Equity F3
Independent Auditors' Report
Stock Option and Compensation
Committee of the Board of Directors
National Semiconductor Corporation:
We have audited the accompanying statements of income and changes in plan equity
of the National Semiconductor Corporation Global Employees Stock Purchase Plan
(the Plan) for each of the years in the three-year period ended December 31,
2003. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the income and changes in plan equity of the National
Semiconductor Corporation Global Employees Stock Purchase Plan for each of the
years in the three-year period ended December 31, 2003 in conformity with
accounting principles generally accepted in the United States of America.
KPMG LLP
Mountain View, California
March 11, 2004
NATIONAL SEMICONDUCTOR CORPORATION
GLOBAL EMPLOYEES STOCK PURCHASE PLAN
Statements of Income and Changes in Plan Equity
Each of the years in the three-year period ended December 31, 2003
2003 2002 2001
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Contributions:
Participants $ 4,156,540 3,708,031 3,284,281
Employer 2,271,427 1,037,998 1,370,213
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6,427,967 4,746,029 4,654,494
Distributions to participants:
Direct share issuances (6,427,967) (4,746,029) (4,654,494)
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Net changes in plan equity $ - - -
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See accompanying notes to statements of income and changes in plan equity.
NATIONAL SEMICONDUCTOR CORPORATION
GLOBAL EMPLOYEES STOCK PURCHASE PLAN
Notes to Statements of Income and Changes in Plan Equity
Each of the in the three-year period ended December 31, 2003
(1) Description of the Plan
The following description of the National Semiconductor Corporation (NSC or
the Company) Global Employees Stock Purchase Plan (GESPP or the Plan)
provides only general information. The Plan documents should be referred to
for a more complete description of the Plan's provisions.
(a) General
The GESPP was adopted on January 1, 1995 and is intended to encourage
ownership of NSC common stock by the employees of the Company's
foreign subsidiaries and to encourage them to exert maximum efforts to
enhance the Company's success on a consolidated basis. The Plan allows
participants to elect to make quarterly purchases of shares of NSC
common stock through payroll deductions at a purchase price of 85% of
the market price of the shares on either the first or last trading day
of each calendar quarter, whichever is lower. The Plan allows for up
to 5,000,000 shares of NSC common stock to be acquired for the benefit
of participants.
Beginning January 1, 2000, the GESPP was amended to provide
participating employees with greater flexibility in selling their
shares of NSC common stock. A new participant now has the ability to
sell any or all of his or her shares of common stock at any time
through the use of a captive U.S. broker.
All deposits and corresponding Company contributions are paid by the
Company's participating foreign subsidiaries to NSC headquarters in
Santa Clara at the end of each calendar quarter. All deposits and any
corresponding Company contributions are aggregated together through
NSC's stock administration department to buy shares of NSC common
stock quarterly either from NSC or on the open market. The Plan is
fully administered by NSC. A brokerage account is opened on behalf of
each participant with the Plan's captive U.S. broker. Shares purchased
for each participant are then deposited in each participant's
brokerage account at the end of each quarterly period. In countries
where ownership of foreign shares is prohibited or otherwise at the
election of the participant, shares of common stock are sold
automatically by the broker following each deposit of shares. Unless
prohibited by local laws, proceeds on sales of these shares may be
deposited to the participant's brokerage account or sent in the form
of a check to each participant, at the participant's option. Since all
shares purchased by NSC on behalf of participants are delivered to
participants' brokerage accounts or sold for them, there are no assets
or liabilities held by the Plan as of December 31, 2003, 2002, and
2001, and accordingly, a statement of financial condition has not been
included.
In September 2003, NSC's stockholders approved the 2003 Employees
Stock Purchase Plan (2003 Plan), which replaces the GESPP and NSC's
prior stock purchase plan offered to U.S. employees. The 2003 Plan is
being implemented at the Company's foreign subsidiaries with the first
purchase periods beginning January 1, 2004 at most subsidiaries. Once
fully implemented at the Company's foreign subsidiaries, the GESPP
will be terminated and no further offerings will be made under it.
(b) Contributions
Unless otherwise limited by local laws, the Plan allows each eligible
employee (as defined) to authorize payroll deductions up to 10% of the
participant's base compensation (as defined) but not to exceed $25,000
of annual NSC stock purchases as determined with reference to the
opening price of common stock on the New York Stock Exchange on the
first trading day of each quarterly participation period. Each of the
Company's participating foreign subsidiaries contributes an amount on
behalf of each participant who makes a contribution during the period,
provided the participant is employed by the Company on the last day of
the participation period. The Company's contribution amount is for
each share purchased under the Plan and represents the difference
between the market price of shares of NSC common stock on the last
trading day of the quarter and the lower of 85% of the market price of
the shares on either the first or last trading day of each calendar
quarter.
(c) Plan Expenses
For each of the years in the three-year period ended December 31,
2003, all expenses of the Plan were paid by the Company.
(2) Summary of Accounting Policies
Basis of Accounting
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The accompanying financial statements have been prepared on the accrual
basis.
(3) Administration of Plan
Administrative functions are performed by employees or officers of the
Company or its subsidiaries. No such officer or employee receives
compensation from the Plan.
As of December 31, 2003, 2002, and 2001, the number of participants was
1,760, 1,887, and 1,733, respectively.
(4) Tax Status
The GESPP operates for the benefit of the Company's employees outside of
the United States and is not subject to provisions of the U.S. Internal
Revenue Code. The Plan is designed to be exempt from direct taxation by any
taxing authority, but, depending on local laws and regulations,
participants may be subject to taxation on Company contributions and sales
of Company stock.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
National Semiconductor Corporation
Global Employees Stock Purchase Plan
Date: March 25, 2004 \s\Robert E. DeBarr
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Robert E. DeBarr
Controller
National Semiconductor Corporation
INDEX TO EXHIBITS
Designation Description to Exhibit
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1.0 Consent of Independent Auditors