UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended May 29, 2005
OR
__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
Commission File Number: 1-6453
NATIONAL SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-2095071
-------- ----------
(State of incorporation) (I.R.S. Employer Identification Number)
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
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
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Common stock, par value New York Stock Exchange
$0.50 per share Pacific Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Pacific Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X . No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes X . No .
The aggregate market value of voting stock held by non-affiliates of National as
of November 26, 2004, was approximately $4,971,570,964 based on the last
reported sale price on that date. Shares of common stock held by each officer
and director and by each person who owns 5 percent or more of the outstanding
common stock have been excluded because these persons may be considered to be
affiliates. This determination of affiliate status for purposes of this
calculation is not necessarily a conclusive determination for other purposes.
The number of shares outstanding of the registrant's common stock, $0.50 par
value, as of July 22, 2005, was 345,741,784 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Document Location in Form 10-K
-------- ---------------------
Portions of the Proxy Statement for the Annual Meeting of Part III
Stockholders to be held on or about September 30, 2005.
NATIONAL SEMICONDUCTOR CORPORATION
TABLE OF CONTENTS
Page No
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PART II
Item 6. Selected Financial Data 4
PART IV
Signatures 6
ITEM 6. SELECTED FINANCIAL DATA
EXPLANATORY NOTE
This amendment on Form 10-K/A has been filed to correct a typographical error
that disclosed the balance of total debt for the year ended May 30, 2004 in the
Five-Year Selected Financial Data table to be zero. The correct balance is $22.1
million which was correctly disclosed in the consolidated balance sheet at May
30, 2004 included under Item 8, Financial Statements and Supplementary Data. The
company's consolidated financial statements included under Item 8 have not been
affected by this amendment.
The following selected financial information has been derived from audited
consolidated financial statements. The information set forth below is not
necessarily indicative of results of future operations and should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in Item 7 and the consolidated financial statements
and related notes thereto in Item 8.
FIVE-YEAR SELECTED FINANCIAL DATA
Years Ended
In Millions, Except Per Share Amounts and May 29, May 30, May 25, May 26, May 27,
Employee Figures 2005 2004 2003 2002 2001
----------- ----------- ------------ ------------- -----------
OPERATING RESULTS
Net sales $1,913.1 $1,983.1 $1,672.5 $1,494.8 $2,112.6
Operating costs and expenses 1,513.6 1,652.9 1,690.9 1,641.7 1,881.5
----------- ----------- ------------ ------------- -----------
Operating income (loss) 399.5 330.2 (18.4) (146.9) 231.1
Interest income, net 15.9 10.4 14.8 22.0 52.5
Other non-operating (expense) income, net (5.5) (6.9) (19.7) 1.5 23.5
----------- ----------- ------------ ------------- -----------
Income (loss) before income taxes and cumulative effect of
a change in accounting principle 409.9 333.7 (23.3) (123.4) 307.1
Income tax (benefit) expense (5.4) 49.0 10.0 (1.5) 61.4
----------- ----------- ------------ ------------- -----------
Income (loss) before cumulative effect of a change in
accounting principle $ 415.3 $ 284.7 $ (33.3) $ (121.9) $ 245.7
=========== =========== ============ ============= ===========
Net income (loss) $ 415.3 $ 282.8 $ (33.3) $ (121.9) $ 245.7
=========== =========== ============ ============= ===========
Earnings (loss) per share:
Income (loss) before cumulative effect of a change in
accounting principle:
Basic $ 1.17 $ 0.79 $(0.09) $(0.34) $ 0.70
=========== =========== ============ ============= ===========
Diluted $ 1.11 $ 0.73 $(0.09) $(0.34) $ 0.65
=========== =========== ============ ============= ===========
Net income (loss):
Basic $ 1.17 $ 0.78 $(0.09) $(0.34) $ 0.70
=========== =========== ============ ============= ===========
Diluted $ 1.11 $ 0.73 $(0.09) $(0.34) $ 0.65
=========== =========== ============ ============= ===========
Weighted-average common and potential common
shares outstanding:
Basic 353.9 361.0 363.6 355.0 351.8
=========== =========== ============ ============= ===========
Diluted 373.9 388.5 363.6 355.0 376.8
=========== =========== ============ ============= ===========
FINANCIAL POSITION AT YEAR-END
Working capital $1,228.5 $ 784.5 $ 872.0 $ 804.3 $ 803.2
Total assets $2,504.2 $2,280.4 $2,248.4 $2,290.7 $2,362.6
Long-term debt $ 23.0 $ - $ 19.9 $ 20.4 $ 26.2
Total debt $ 23.0 $ 22.1 $ 22.2 $ 25.9 $ 55.6
Shareholders' equity $2,054.1 $1,680.5 $1,706.0 $1,781.1 $1,767.9
-------------------------------------------------------------- ----------- ----------- ------------ ------------ -----------
OTHER DATA
Research and development $ 333.0 $ 357.1 $ 439.2 $ 441.9 $ 435.6
Capital additions $ 96.6 $ 215.3 $ 154.9 $ 138.0 $ 239.5
Number of employees (in thousands) 8.5 9.7 9.8 10.1 10.3
-------------------------------------------------------------- ----------- ----------- ------------ ------------ -----------
During fiscal 2005, we paid cash dividends of $14.1 million on our common stock.
We did not pay cash dividends on our common stock in any of the previous years
presented above.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: August 17, 2005 /S/ BRIAN L. HALLA*
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Brian L. Halla
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities stated and on the 17th day of August 2005.
Signature Title
/S/ BRIAN L. HALLA* Chairman of the Board
--------------- and Chief Executive Officer
Brian L. Halla (Principal Executive Officer)
/S/ LEWIS CHEW* Senior Vice President, Finance
----------- and Chief Financial Officer
Lewis Chew (Principal Financial Officer)
/S/ JAMIE E. SAMATH * Corporate Controller
----------------- (Principal Accounting Officer)
Jamie E. Samath
/S/ STEVEN R. APPLETON * Director
--------------------
Steven R. Appleton
/S/ GARY P. ARNOLD * Director
----------------
Gary P. Arnold
/S/ RICHARD J. DANZIG * Director
-------------------
Richard J. Danzig
/S/ ROBERT J. FRANKENBERG * Director
-----------------------
Robert J. Frankenberg
/S/ E. FLOYD KVAMME* Director
----------------
E. Floyd Kvamme
/S/ MODESTO A. MAIDIQUE * Director
---------------------
Modesto A. Maidique
/S/ EDWARD R. McCRACKEN * Director
---------------------
Edward R. McCracken
*By \s\ LEWIS CHEW
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Lewis Chew, Attorney-in-Fact