UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended August 27, 2006.
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
(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 721-5000
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 whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated
filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
one): Large Accelerated filer [X] Accelerated filer __ Non-accelerated filer __.
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes __ No [X].
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Title of Each Class Outstanding at August 27, 2006
------------------- ------------------------------
Common stock, par value $0.50 per share 324,227,988
NATIONAL SEMICONDUCTOR CORPORATION
INDEX
Page No.
--------
Part 1. Financial Information
Item 1. Financial Statements
Condensed Consolidated Statements of Income (Unaudited)
for the Three Months Ended August 27, 2006 and August 28, 2005 3
Condensed Consolidated Balance Sheets (Unaudited) as of
August 27, 2006 and May 28, 2006 4
Condensed Consolidated Statements of Cash Flows (Unaudited)
for the Three Months Ended August 27, 2006 and August 28, 2005 5
Notes to Condensed Consolidated Financial Statements (Unaudited) 6-18
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 19-29
Item 3. Quantitative and Qualitative Disclosures About Market Risk 30
Item 4. Controls and Procedures 31
Part II. Other Information
Item 1. Legal Proceedings 32
Item 1A. Risk Factors 32-37
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 38
Item 6. Exhibits 39
Signature 40
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NATIONAL SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three Months Ended
-------------------------
Aug. 27, Aug. 28,
(In Millions, Except Per Share Amounts) 2006 2005
------------ -------------
Net sales $ 541.4 $ 493.8
Cost of sales 207.1 216.1
------------ -------------
Gross margin 334.3 277.7
Research and development 88.8 80.5
Selling, general and administrative 78.6 66.7
Severance and restructuring expenses 2.7 28.0
Gain on sale of business - (24.3)
Other operating income, net (1.3) (1.0)
------------ -------------
Operating expenses, net 168.8 149.9
------------ -------------
Operating income 165.5 127.8
Interest income, net 10.5 7.1
Other non-operating expense, net (0.1) (2.5)
------------ -------------
Income before taxes 175.9 132.4
Income tax expense 55.8 46.8
------------ -------------
Net income $ 120.1 $ 85.6
============ =============
Earnings per share:
Basic $ 0.36 $ 0.25
Diluted $ 0.35 $ 0.24
Weighted-average shares used to calculate earnings per share:
Basic 329.5 345.8
Diluted 343.7 363.9
See accompanying Notes to Condensed Consolidated Financial Statements
NATIONAL SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
Aug. 27, May 28,
(In Millions) 2006 2006
-------------------- ------------------
ASSETS
Current assets:
Cash and cash equivalents $ 840.3 $ 932.2
Short-term marketable investments - 110.3
Receivables, less allowances of $33.5 in fiscal 2007
and $38.8 in fiscal 2006 195.6 208.6
Inventories 195.7 189.4
Deferred tax assets 81.5 74.7
Other current assets 31.6 25.3
-------------------- ------------------
Total current assets 1,344.7 1,540.5
Net property, plant and equipment 622.6 627.7
Goodwill 57.3 57.3
Deferred tax assets, net 184.1 185.7
Other assets 112.9 99.9
-------------------- ------------------
Total assets $ 2,321.6 $ 2,511.1
==================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 20.9 $ -
Accounts payable 82.4 108.8
Accrued expenses 127.7 191.0
Income taxes payable 130.3 98.5
-------------------- ------------------
Total current liabilities 361.3 398.3
Long-term debt 0.2 21.1
Other non-current liabilities 165.5 165.6
-------------------- ------------------
Total liabilities 527.0 585.0
-------------------- ------------------
Commitments and contingencies
Shareholders' equity:
Common stock of $0.50 par value.
Authorized 850,000,000 shares. Issued and outstanding
324,227,988 in 2007 and 335,680,499 in 2006 162.1 167.8
Additional paid-in capital 259.1 504.2
Retained earnings 1,486.3 1,376.2
Unearned compensation - (8.6)
Accumulated other comprehensive loss (112.9) (113.5)
-------------------- ------------------
Total shareholders' equity 1,794.6 1,926.1
-------------------- ------------------
Total liabilities and shareholders' equity $ 2,321.6 $ 2,511.1
==================== ==================
See accompanying Notes to Condensed Consolidated Financial Statements
NATIONAL SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended
----------------------------------------
Aug. 27, Aug. 28,
(In Millions) 2006 2005
--------------- ----------------
Cash flows from operating activities:
Net income $ 120.1 $ 85.6
Adjustments to reconcile net income with net cash
provided by operating activities:
Share-based compensation expense 23.9 1.7
Excess tax benefit from share-based payment arrangements (1.4) -
Tax benefit associated with stock options 2.9 23.3
Depreciation and amortization 37.5 42.4
Loss on investments 0.1 2.2
Share in net losses of equity-method investments - 0.3
Loss on disposal of equipment 0.6 1.7
Gain on sale of businesses - (24.3)
Other, net 0.7 (0.8)
Changes in certain assets and liabilities, net:
Receivables 13.2 (30.1)
Inventories (3.0) 13.1
Other current assets (6.2) (2.2)
Accounts payable and accrued expenses (81.3) 15.7
Current and deferred income taxes 26.2 22.4
Other non-current assets - (10.3)
Other non-current liabilities (0.1) 11.9
--------------- ----------------
Net cash provided by operating activities 133.2 152.6
--------------- ----------------
Cash flows from investing activities:
Purchase of property, plant and equipment (40.9) (12.8)
Sale of business - 60.0
Sale and maturity of available-for-sale securities 110.8 -
Funding of benefit plan (6.6) (1.2)
Other, net 0.8 (1.1)
--------------- ----------------
Net cash used by investing activities (64.1) (44.9)
--------------- ----------------
Cash flows from financing activities:
Payment on software license obligations (8.4) (12.9)
Excess tax benefit from share-based payment arrangements 1.4 -
Proceeds from issuance of common stock 12.8 91.1
Purchase and retirement of treasury stock (285.0) (275.3)
Cash dividends declared and paid (10.0) (7.0)
--------------- ----------------
Net cash used by financing activities (289.2) (204.1)
--------------- ----------------
Net change in cash and cash equivalents (91.9) (6.6)
Cash and cash equivalents at beginning of period 932.2 867.1
--------------- ----------------
Cash and cash equivalents at end of period $ 840.3 $ 860.5
=============== ================
See accompanying Notes to Condensed Consolidated Financial Statements
NATIONAL SEMICONDUCTOR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 1. Summary of Significant Accounting Policies
o Operations
We design, develop, manufacture and market a wide range of semiconductor
products, most of which are analog and mixed-signal integrated circuits. Our
focus is on creating analog-intensive solutions that provide more energy
efficiency, portability, better audio, faster or cleaner signals, and sharper
images in electronic systems.
o Basis of Presentation
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments (including normal recurring
adjustments) necessary to present fairly the financial position and results of
operations of National Semiconductor Corporation and our majority-owned
subsidiaries. You should not expect interim results of operations to necessarily
be indicative of the results for the full fiscal year. The preparation of
financial statements in conformity with accounting principles generally accepted
in the United States of America requires us to make estimates and assumptions
that affect the amounts reported in these unaudited condensed consolidated
financial statements and accompanying notes. Actual results could differ from
those estimates. This report should be read in conjunction with the consolidated
financial statements and accompanying notes included in our annual report on
Form 10-K for the fiscal year ended May 28, 2006.
o Property, Plant and Equipment
The following table provides detail information related to property, plant and
equipment:
Aug. 27, May 28,
2006 2006
-------------- ---------------
Total property, plant and equipment $ 2,728.3 $ 2,732.4
Less accumulated depreciation and amortization (2,105.7) (2,104.7)
-------------- ---------------
Property, plant and equipment, net $ 622.6 $ 627.7
============== ===============
o Share-based Compensation
We adopted SFAS No. 123 (revised 2004), "Share-Based Payment," on May 29, 2006,
the first day of fiscal 2007. SFAS No. 123(R) eliminates the ability to account
for share-based compensation transactions using the intrinsic value method under
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," and instead requires that such transactions be accounted for under
the fair-value method. We applied the modified prospective transition method to
adopt SFAS No. 123(R) and accordingly, operating results for periods prior to
fiscal 2007 have not been restated to reflect the effect of SFAS No. 123(R).
Under the modified prospective method, share-based compensation expense includes
amounts for those share-based awards granted beginning in fiscal 2007 and all
unvested share-based awards granted prior to May 29, 2006. We provide
share-based awards to our employees, executive officers and directors through
various equity compensation plans including our stock option, stock purchase and
restricted stock plans as described in Note 5 to the Condensed Consolidated
Financial Statements.
The fair value of awards granted under our stock option and stock purchase
plans is measured at the date of grant using a Black-Scholes option pricing
model and the fair-value of awards granted under our restricted stock plans is
based on the market price of our common stock on the date of grant. The
fair-value is recognized on a straight-line basis over the vesting period. The
compensation expense for share-based awards granted prior to May 29, 2006 is
based on the fair values previously determined for the pro forma disclosure
required under SFAS No. 123, adjusted for expected forfeitures. Share-based
compensation expense included in operating results for fiscal 2007 and 2006 are
presented in the following table:
Three Months Ended
---------------------------------------
Aug. 27, Aug. 28,
2006 2005
----------------- - -------------------
Cost of sales $ 2.5 $ -
Research and development 7.5 0.8
Selling, general and administrative 13.9 0.9
----------------- - -------------------
Total share-based compensation included
in income before taxes 23.9 1.7
Income tax benefit (9.7) (0.5)
----------------- - -------------------
Total share-based compensation, net of tax,
included in net income $ 14.2 $ 1.2
================= = ===================
Share-based compensation effects on
earnings per share:
Basic $ 0.04 $ -
Diluted $ 0.04 $ -
Share-based compensation capitalized
in inventory $ 3.3 $ -
================= = ===================
Total share-based compensation $ 27.2 $ 1.7
================= = ===================
The effect of adopting SFAS No. 123(R) at the beginning of fiscal 2007 on
income before taxes and net income for the first quarter of fiscal 2007 was a
reduction of $21.5 million and $12.8 million, respectively. This is primarily
due to the recognition of new share-based compensation expense arising from our
stock option and stock purchase plans. Basic and diluted earnings per share for
the first quarter were both reduced by $0.04. Beginning in fiscal 2007, we have
reported excess tax benefits from the exercise of share-based compensation
awards as a financing activity, with a corresponding amount reported as an
operating activity in the Condensed Consolidated Statement of Cash Flows. We
have also reported share-based compensation expense as an operating activity in
the Condensed Consolidated Statement of Cash Flows and the corresponding amount
for fiscal 2006 has been reclassified to conform to the fiscal 2007
presentation. Net income for fiscal 2006 has not been affected by this
reclassification.
Prior to the adoption of SFAS No. 123(R), we measured compensation expense
in accordance with the intrinsic method of Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees," and reported pro forma
information regarding net income and earnings per share required by SFAS No.
123, "Accounting for Stock-Based Compensation," as amended by SFAS No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure." The pro
forma information illustrated the effect on net income and earnings per share as
if we had accounted for share-based awards to employees under the fair value
method specified by SFAS No. 123. Pro forma information required under SFAS No.
123(R) for periods prior to fiscal 2007 is presented in the following table:
Three Months Ended
-----------------------
Aug. 28,
2005
-----------------------
Net income - as reported $ 85.6
Add back: Share-based compensation charge
included in net income determined under
the intrinsic value method, net of tax 1.2
Deduct: Total share-based compensation
expense determined under the fair value
Method, net of tax (20.1)
-----------------------
Net income - pro forma $ 66.7
=======================
Basic earnings per share - as reported $ 0.25
Basic earnings per share - pro forma $ 0.19
Diluted earnings per share - as reported $ 0.24
Diluted earnings per share - pro forma* $ 0.19
------------------------------------------------- -----------------------
* Pro forma diluted earnings per share for the first quarter of fiscal 2006 was
revised to include the effect of unamortized compensation in the treasury stock
calculation used for determining diluted earnings per share. The revision to
diluted earnings per share was immaterial for the first quarter of fiscal 2006.
The fair value of share-based awards to employees was estimated using a
Black-Scholes option pricing model that used the following weighted-average
assumptions:
Three Month Ended
---------------------------------------
Aug. 27, Aug. 28,
2006 2005
-------------------- ------------------
Stock Option Plans
Expected life (in years) 4.1 5.4
Expected volatility 38% 68%
Risk-free interest rate 5.1% 4.2%
Dividend Yield 0.5% 0.3%
Stock Purchase Plans
Expected life (in years) 0.6 0.7
Expected volatility 37% 35%
Risk-free interest rate 4.8% 3.2%
Dividend Yield 0.5% 0.4%
The expected life is based on the simplified method specified by U.S.
Securities and Exchange Commission's Staff Accounting Bulletin No. 107 since the
vesting term and contractual life of current option grants differ from
historical grants. The expected volatility beginning in fiscal 2007 is based on
implied volatility, as management has determined in connection with the adoption
of SFAS No. 123(R) that implied volatility is more reflective of the market's
expectation of future volatility than historical volatility. Prior to fiscal
2007, we used our historical stock price volatility in accordance with SFAS No.
123 for purposes of our pro forma information. The risk-free interest rate is
based upon interest rates that match the terms of our employee stock option and
purchase plans. The dividend yield is based on recent history and our
expectation of dividend payouts.
The weighted-average fair value of stock options granted for the first
quarter of fiscal 2007 and 2006 was $8.50 and $15.04 per share, respectively.
The weighted-average fair value of rights granted under the stock purchase plans
was $6.64 per share and $5.94 per share for the first quarter of fiscal 2007 and
2006, respectively.
Under our stock option plans, employees who retire from the company and
meet certain conditions set forth in the stock option plans and related stock
option grant agreements continue to vest in their stock options after
retirement. During that post-retirement period of continued vesting, no service
is required of the employee. For pro forma reporting purposes, we have
historically recognized compensation costs of these options using the nominal
vesting period approach. SFAS No. 123(R) specifies that a stock option award is
considered to be vested when the employee's retention of the option is no longer
contingent on the obligation to provide continuous service (the "non-substantive
vesting period approach"). Under the non-substantive vesting period approach,
the compensation cost should be recognized immediately for options granted to
employees who are eligible for retirement at the time the option is granted. If
an employee is not currently eligible for retirement, but is expected to become
eligible during the nominal vesting period, then the compensation expense for
the option should be recognized over the period from the grant date to the date
retirement eligibility occurs. Upon adoption of SFAS No. 123(R), we have changed
the method for recognizing the compensation cost for these options to the
non-substantive vesting period approach for those options that are granted
beginning in fiscal 2007. If we had used the non-substantive vesting period
approach in calculating the amounts disclosed in the pro forma table above and
for unvested option grants prior to fiscal 2007, the pre-tax share-based
compensation expense would have been lower by $4.8 million in the first quarter
of fiscal 2007 and lower by $1.9 million in the pro forma results for the first
quarter of fiscal 2006.
o Earnings Per Share
A reconciliation of the shares used in the computation of basic and diluted
earnings per share follows:
Three Months Ended
------------------------
Aug. 27, Aug. 28,
(In Millions) 2006 2005
------------ -----------
Numerator:
Net income $ 120.1 $ 85.6
============ ===========
Denominator:
Weighted-average common shares outstanding
used for basic earnings per share 329.5 345.8
Effect of dilutive securities:
Stock options 14.2 18.1
------------ -----------
Weighted-average common and potential
common shares outstanding used for
diluted earnings per share 343.7 363.9
============ ===========
For the first quarter of fiscal 2007, we did not include options
outstanding to purchase 19.5 million shares of common stock with a
weighted-average per share exercise price of $26.63 in diluted earnings per
share since their effect was antidilutive because the exercise price of these
options exceeded the average market price of the common stock during the
quarter. However, these shares could potentially dilute earnings per share in
the future. For the first quarter of fiscal 2006, we did not include options
outstanding to purchase 13.6 million shares of common stock with a
weighted-average per share exercise price of $28.91 in diluted earnings per
share since their effect was antidilutive because the exercise price of these
options exceeded the average market price of the common stock during the same
period.
o Reclassifications
Certain amounts reported in fiscal 2006 have been reclassified to conform to the
fiscal 2007 presentation. Net income has not been affected by the
reclassification.
Note 2. Condensed Consolidated Financial Statements Detail
Condensed consolidated balance sheets:
Aug. 27, May 28,
(In Millions) 2006 2006
--------------------------- ---------------------------
Inventories:
Raw materials $ 15.7 $ 17.7
Work in process 126.3 109.7
Finished goods 53.7 62.0
--------------------------- ---------------------------
Total inventories $ 195.7 $ 189.4
=========================== ===========================
Condensed consolidated statements of operations:
Three Months Ended
----------------------------
Aug. 27, Aug. 28,
(In Millions) 2006 2005
------------- --------------
Other operating income, net
Net intellectual property income $ (0.6) $ (0.7)
Other (0.7) (0.3)
------------- --------------
Total other operating income, net $ (1.3) $ (1.0)
============= ==============
Interest income, net
Interest income $ 11.0 $ 7.4
Interest expense (0.5) (0.3)
------------- --------------
Interest income, net $ 10.5 $ 7.1
============= ==============
Other non-operating expense, net:
Net gain on marketable and other investments, net:
Trading securities:
Change in net unrealized holding gains and losses $ (0.1) $ 2.0
Impairment loss - (4.2)
----------- --------------
Total net loss on marketable and other
investments, net (0.1) (2.2)
Share in net losses of equity-method investments - (0.3)
----------- --------------
Total other non-operating expense, net $ (0.1) $ (2.5)
=========== ==============
Condensed Consolidated Statements of Comprehensive Income (Unaudited):
Three Months Ended
------------------------
Aug. 27, Aug. 28,
(In Millions) 2006 2005
------------ -----------
Net income $ 120.1 $ 85.6
Other comprehensive income, net of tax 0.6 1.2
------------ -----------
Comprehensive income $ 120.7 $ 86.8
============ ===========
Other comprehensive income includes unrealized gains on available-for-sale
securities and cash flow hedges.
Note 3. Statements of Cash Flow Information
Three Months Ended
------------------------------------
Aug. 27, Aug. 28,
(In Millions) 2006 2005
------------------- ----------------
Supplemental Disclosure of Cash Flow Information:
Cash paid for:
Interest $ 0.5 $ 0.3
Income taxes $ 28.6 $ 3.7
Supplemental Schedule of Non-Cash Investing
and Financing Activities:
Unearned compensation relating to issuance of restricted stock $ - $ 0.9
Restricted stock cancellation $ 0.1 $ (0.4)
Change in unrealized gain on available-for-sale securities $ 0.5 $ 1.2
Purchase of software under license obligations, net $ - $ 19.9
Note 4. Cost Reduction and Restructuring Programs
During the first quarter of fiscal 2007, we began to convert certain
wafer-manufacturing capacity at our Texas facility from 150mm to 200mm
wafer-manufacturing capacity to support our high-value, high-performance analog
products. This conversion is expected to reduce product cost, as well as improve
equipment productivity, which should substantially reduce direct labor
requirements for our Texas operation. The conversion activity necessitated a
workforce reduction of 87 employees in Texas. Departure of the affected
employees will coincide with the phased timing of the conversion. Equipment
conversion started in June 2006 and is expected to be completed by the end of
fiscal 2007. We recorded a $2.7 million charge for severance in the first
quarter of fiscal 2007, which includes severance for the affected Texas
employees, as well as severance associated with other minor workforce reductions
in support areas. This represents the total amount expected to be incurred in
connection with these exit activities.
The following table provides further detail of the total net charge recorded as
severance expense in the first quarter of fiscal 2007:
Analog
(In Millions) Segment All Others Total
----------------- ---------------- -----------------
Cost reduction program charge:
Texas capacity conversion:
Severance $ 0.3 $ 2.4 $ 2.7
----------------- ---------------- -----------------
Total cost reduction program charge $ 0.3 $ 2.4 $ 2.7
================= ================ =================
We also completed the closure of our assembly and test plant in Singapore
by the end of the first quarter of fiscal 2007. All production activity ceased
by the end of July 2006. We plan to sell the facility in its current condition
including residual equipment and we are actively engaged in a program to locate
a buyer and believe we can sell the facility for at least its current carrying
value less costs to sell. As a result, the Singapore plant assets, which have a
carrying value of $7.6 million, have been classified as "held for sale" and are
reported in Other Assets in the balance sheet as of August 27, 2006.
The following table provides a summary of the activities for the three
months ended August 27, 2006 related to our cost reduction and restructuring
actions included in accrued liabilities:
Fiscal 2007 Cost Reduction
Cost Reduction Actions
Action In Prior Years
------------------- --------------------------
Other Exit
(In Millions) Severance Severance Costs Total
------------------- ------------ ------------- -----------
Balance at May 28, 2006 $ - $ 8.5 $ 5.5 $ 14.0
Cost reduction charge 2.7 - - 2.7
Cash payments (0.6) (5.8) (0.1) (6.5)
Exchange rate adjustment - - 0.4 0.4
------------------- ------------ ------------- -----------
Balance at August 27, 2006 2.1 2.7 5.8 10.6
Less non-current portion of
lease obligations included
included in other non-
current liabilities - - (4.8) (4.8)
------------------- ------------ ------------- -----------
Balance included in accrued liabilities $ 2.1 $ 2.7 $ 1.0 $ 5.8
=================== ============ ============= ===========
During the first quarter of fiscal 2007, we paid severance to 177 employees
in connection with workforce reductions related to the Texas and Singapore
operations. Amounts paid for other exit-related costs during the first quarter
of fiscal 2007 were primarily for payments under lease obligations associated
with actions taken in prior years. The non-current portion of our lease
obligations was subject to foreign currency re-measurement, which resulted in a
$0.4 million increase to our liability.
Note 5. Share-Based Compensation Plans
o Stock Option Plans
We have four stock option plans under which employees and officers may be
granted stock options to purchase shares of common stock. One plan, which has
been in effect since 1977 when it was first approved by shareholders, authorizes
the grant of up to 78,709,858 shares of common stock (most of which have been
previously granted) for non-qualified or incentive stock options (as defined in
the U.S. tax code) to officers and key employees. Another plan, which has been
in effect since 1997, authorizes the grant of up to a total of 140,000,000
shares of common stock for non-qualified stock options to employees who are not
executive officers. There is also an executive officer stock option plan, which
authorizes the grant of shares of common stock for non-qualified stock options
only to executive officers. The 2005 Executive Officer Equity Plan authorizes
the issuance of a total of 3,000,000 shares, 1,000,000 of which can be pursuant
to the exercise of stock options. All plans provide that options are granted at
the market price on the date of grant and can expire up to a maximum of between
six years and one day and ten years and one day after grant or three months
after termination of employment (up to five years after termination due to
death, disability or retirement), whichever occurs first. The plans provide that
options can vest six months after grant. All options granted since the beginning
of fiscal 2004 expire six years and one day after grant and begin vesting with
one-fourth of the total grant vesting after one year and the rest in equal
monthly installments over the next three years.
We have a director stock option plan that was approved by shareholders in
fiscal 1998 which authorized the grant of up to 2,000,000 shares of common stock
to eligible directors who are not employees of the company. Options were granted
automatically upon approval of the plan by shareholders and were granted
automatically to eligible directors upon their appointment to the board and
subsequent election to the board by shareholders. Options issued to directors
under this plan vested in full after six months. Under this plan, options to
purchase 520,000 shares of common stock with a weighted-average exercise price
of $14.26 and weighted-average remaining contractual life of 5.1 years were
outstanding and exercisable as of August 27, 2006. In connection with the
approval of amendments to the directors' stock plan in fiscal 2006, new options
have ceased to be granted.
Changes in shares of common stock outstanding under the option plans
(excluding the director stock option plan) during the first quarter of fiscal
2007 were as follows:
Number of
Shares Weighted-Average
(In Million) Exercise Price
--------------------- -----------------------
Outstanding at May 28, 2006 56.6 $17.38
Granted 5.6 $23.05
Exercised (0.6) $10.94
Forfeited (0.1) $18.81
Expired (0.6) $29.37
--------------------- -----------------------
Outstanding at August 27, 2006 60.9 $17.84
===================== =======================
The total intrinsic value of options exercised was $7.4 million in the
first quarter of fiscal 2007 and $76.9 million in the first quarter of fiscal
2006. Total unrecognized compensation cost related to stock option grants not
yet recognized as of August 27, 2006 was $156.7 million, which is expected to be
recognized over a weighted average period of 2.5 years.
The following table provides additional information about total options
outstanding under the stock option plans (excluding the director stock option
plan) at August 27, 2006:
Aggregate Weighted-Average
Number of Intrinsic Remaining
Shares Weighted-Average Value Contractual Life
(In Millions) Exercise Price (In Millions) (In Years)
----------------- -------------------- ------------------- ---------------------
Fully vested and
expected to vest 60.1 $17.79 $408.9 4.5
Currently exercisable 43.6 $17.15 $338.0 4.3
o Stock Purchase Plans
We have an employee stock purchase plan which was approved by shareholders
and authorizes the issuance of up to 16,000,000 shares in quarterly offerings to
eligible employees worldwide at a price that is equal to 85 percent of the lower
of the common stock's fair market value at the beginning of a one year offering
period or at the end of the applicable quarter in the offering period. Our
purchase plan uses a captive broker and we deposit shares purchased by the
employee with the captive broker. In addition, for international participants,
the National subsidiary that the participant is employed by is responsible for
paying to us the difference between the purchase price set by the terms of the
plan and the fair market value at the time of the purchase. We have amended the
stock purchase plan which will change the price paid by the employee to 85
percent of the lower of the common stock's fair market value at the time of
enrollment in one of two six month purchase periods in a one year offering
period or the end of the purchase period. This change becomes effective October
1, 2006. Under the terms of our purchase plan, we issued 0.3 million shares in
the first quarter of fiscal 2007 to employees for $6.6 million.
o Other Stock Plans
We have a director stock plan, which has been approved by shareholders,
that authorizes the issuance of up to 900,000 shares of common stock to eligible
directors who are not employees of the company. The stock is issued
automatically to eligible new directors upon their appointment to the board and
to all eligible directors on their subsequent election to the board by
shareholders. Directors may also elect to take their annual retainer fees for
board and committee membership in stock under the plan. The shares issued to the
directors under the plan are restricted from transfer for between six and
thirty-six months. There were no shares issued during the first quarter of
fiscal 2007. Total unrecognized compensation cost as of August 27, 2006 related
to non-vested awards granted under this plan was $0.3 million, which is expected
to be recognized over a weighted-average period of 2.4 years.
We have a restricted stock plan, which authorizes the issuance of up to
4,000,000 shares of common stock to employees who are not officers of the
company. The plan also permits the granting of restricted stock units; once the
units are vested, stock is issued to the plan participant. The plan has been
made available primarily as a retention vehicle for employees with technical
skills and expertise that are important to us. Restrictions and vesting of
restricted stock units expire over time, ranging from one to six years after
issuance. Restrictions on some restricted stock units also expire based on
achievement of performance conditions over a minimum two year performance
period. Prior to the adoption of SFAS No. 123(R), we recorded unearned
compensation for an amount equal to the market value of our common stock on the
date of issuance, which was amortized ratably over the vesting period. This
unearned compensation was included in the Consolidated Financial Statements as a
separate component of shareholders' equity. Upon the adoption of SFAS No.
123(R), we eliminated the remaining unearned compensation balance and no longer
recognize it as a separate component of shareholders' equity. Total unrecognized
compensation cost related to non-vested shares granted under the restricted
stock plan as of August 27, 2006 was $7.4 million, which is expected to be
recognized over a weighted average period of 4.3 years.
The following table provides a summary of activity during the first quarter
of fiscal 2007 for non-vested shares and units granted under the restricted
stock plan:
Number of Weighted-Average
Shares Grant-Date Fair Value
(In Thousands) --------------------- -----------------------
Outstanding at May 28, 2006 531.6 $20.17
Granted/Issued 68.0 $24.23
Vested (44.6) $20.26
Forfeited (3.3) $25.12
--------------------- -----------------------
Outstanding at August 27, 2006 551.7 $20.64
===================== =======================
The total fair value of shares vested in the first quarter of fiscal 2007 was
$1.0 million and in the first quarter of fiscal 2006 was $0.9 million.
The 2005 Executive Officer Equity Plan, which was approved by shareholders
in October 2004, authorizes the issuance of up to a total of 3,000,000 shares
through stock options, performance share units and stock appreciation rights. Of
this total, 1,000,000 shares may be issued upon the exercise of stock options
and 2,000,000 shares may be issued in any combination upon the settlement of
stock appreciation rights and/or as payment for performance share units. Targets
for the performance share units for the first performance period, which is still
in process, were established in the first quarter of fiscal 2006. Targets for
the performance share units for the second performance period were established
in July 2006. Each performance period covers a two year cycle. As of August 27,
2006, no shares have been issued under the plan. Total unrecognized compensation
cost related to performance share units not yet vested as of August 27, 2006 was
$17.3 million, which is expected to be recognized over a weighted average period
of 1.3 years.
Note 6. Defined Pension and Retirement Plans
Net periodic pension costs for fiscal 2007 for our defined benefit pension plans
maintained in the U.K., Germany, Japan and Taiwan are presented in the following
table:
Three Months Ended
---------------------------
Aug. 27, Aug. 28,
(In Millions) 2006 2005
-------------- ------------
Service cost of benefits earned during the period $ 1.5 $ 1.4
Plan participant contributions (0.3) (0.3)
Interest cost on projected benefit obligation 4.1 3.3
Expected return on plan assets (4.2) (2.8)
Net amortization and deferral 1.6 1.2
-------------- ------------
Net periodic pension cost $ 2.7 $ 2.8
============== ============
Total contributions paid to these plans were $0.9 million during the first
quarter of fiscal 2007 and $0.8 million during the first quarter of fiscal 2006.
We currently expect our total fiscal 2007 contribution to these plans to be
approximately $8 million.
Note 7. Shareholders' Equity
o Stock Purchase Rights
The preferred stock purchase rights associated with our common stock which had
certain potential anti-takeover effects expired August 8, 2006.
o Stock Repurchase Program
We continued our stock repurchase activity during the first quarter of fiscal
2007 under two programs: (i) the $400 million stock repurchase program announced
in December 2005, which was completed during the first quarter of fiscal 2007;
and (ii) another $500 million stock repurchase program announced in June 2006.
We repurchased a total of 12.4 million shares of our common stock in the first
quarter of fiscal 2007 for $285.0 million. All of these shares were purchased in
the open market and have been cancelled as of August 27, 2006. The following
table provides a summary of the activity under our stock repurchase programs and
related amounts remaining for future common stock repurchases:
Stock Repurchase Programs
-----------------------------------------------
June December
(In Millions) 2006 2005 Total
--------------- --------------- ---------------
Balance at May 28, 2006 $ - $ 153.3 $ 153.3
Approval of new program 500.0 - 500.0
Common stock repurchases (131.7) (153.3) (285.0)
--------------- --------------- ---------------
Balance at August 27, 2006 $ 368.3 $ - $ 368.3
=============== =============== ===============
During the period after the end of our fiscal 2007 first quarter through
September 29, 2006, we repurchased 3.7 million shares of our common stock for
$89.6 million. These purchases were made under the stock repurchase program
announced in June 2006.
o Dividends
On September 6, 2006, our Board of Directors declared a cash dividend of $0.03
per outstanding share of common stock payable on October 10, 2006 to
shareholders of record at the close of business on September 18, 2006. This
dividend payable will be recorded in the second quarter of fiscal 2007. We paid
cash dividends of $10.0 million ($0.03 per outstanding share of common stock) in
the first quarter of fiscal 2007.
Note 8. Segment Information
The following table presents information related to our reportable segments:
Analog
(In Millions) Segment All Others Total
-------------- ------------ -------------
Three months ended August 27, 2006:
Sales to unaffiliated customers $ 467.3 $ 74.1 $ 541.4
============== ============ =============
Segment income before income taxes: $ 163.7 $ 12.2 $ 175.9
============== ============ =============
Three months ended August 28, 2005:
Sales to unaffiliated customers $ 429.1 $ 64.7 $ 493.8
============== ============ =============
Segment income (loss) before income taxes $ 141.0 $ (8.6) $ 132.4
============== ============ =============
Note 9. Contingencies - Legal Proceedings
o Environmental Matters
We have been named to the National Priorities List for our Santa Clara,
California site and we have completed a remedial investigation/feasibility study
with the Regional Water Quality Control Board (RWQCB), acting as an agent for
the Federal Environmental Protection Agency. We have agreed in principle with
the RWQCB to a site remediation plan and we are conducting remediation and
cleanup efforts at the site. In addition to the Santa Clara site, from time to
time we have been designated as a potentially responsible party (PRP) by
international, federal and state agencies for certain environmental sites with
which we may have had direct or indirect involvement. These designations are
made regardless of the extent of our involvement. These claims are in various
stages of administrative or judicial proceedings and include demands for
recovery of past governmental costs and for future investigations and remedial
actions. In many cases, the dollar amounts of the claims have not been specified
and, in the case of the PRP matters, claims have been asserted against a number
of other entities for the same cost recovery or other relief as is sought from
us. We accrue costs associated with environmental matters when they become
probable and can be reasonably estimated. The amount of all environmental
charges to earnings, including charges for the Santa Clara site remediation
(excluding potential reimbursements from insurance coverage), were not material
during the fiscal periods covered in these condensed consolidated financial
statements.
As part of our disposition in fiscal 1996 of the Dynacraft assets and
business, we retained responsibility for environmental claims connected with
Dynacraft's Santa Clara, California, operations and for other environmental
claims arising from our conduct of the Dynacraft business prior to the
disposition. As part of the Fairchild disposition in fiscal 1997, we also agreed
to retain liability for current remediation projects and environmental matters
arising from our prior operation of certain Fairchild plants while Fairchild
agreed to arrange for and perform the remediation and cleanup. We prepaid to
Fairchild the estimated costs of the remediation and cleanup and we remain
responsible for costs and expenses incurred by Fairchild in excess of the
prepaid amounts. To date, the costs associated with the liabilities we have
retained in these dispositions have not been material and there have been no
related legal proceedings.
o Tax Matters
The IRS has completed the field examinations of our tax returns for fiscal years
1997 through 2000 and has issued a notice of proposed adjustment seeking
additional taxes of approximately $19.1 million (exclusive of interest) for
those years. We are contesting the adjustments through the IRS administrative
process. We are undergoing tax audits at several international locations and
from time to time our tax returns are audited in the U.S. by state agencies and
at international locations by local tax authorities. We believe we have made
adequate tax payments and/or accrued adequate amounts such that the outcome of
these audits will have no material adverse effects on our financial statements.
o Other Matters
In November 2000, a derivative action was brought against us and other
defendants by a shareholder of Fairchild Semiconductor International, Inc. The
plaintiff seeks recovery of alleged "short-swing" profits under section 16(b) of
the Securities Exchange Act of 1934 from the sale by the defendants in January
2000 of Fairchild common stock. The complaint alleges that Fairchild's
conversion of preferred stock held by the defendants at the time of Fairchild's
initial public offering in August 1999 constitutes a "purchase" that must be
matched with the January 2000 sale for purposes of computing the "short-swing"
profits. The plaintiff seeks from us alleged recoverable profits of $14.1
million. We have completed discovery in the case in the district court. In June
2004, the Securities and Exchange Commission (SEC) proposed clarifying
amendments to its section 16(b) rules which we believe would be dispositive of
the case and the SEC adopted the rule amendments in August 2005. Oral argument
on the briefing ordered by the district court as to whether the SEC amendments
should apply to the case was held in November 2005 and we are waiting for the
court's ruling. We intend to continue to contest the case through all available
means.
In September 2002, iTech Group (iTech) brought suit against us alleging a
number of contract and tort claims related to a software license agreement and
discussions to sell certain assets to iTech. At the trial which began in May
2005, the jury rendered a verdict finding us liable for breach of contract,
promissory fraud and unjust enrichment and assessing approximately $234.0
thousand in compensatory damages and $15.0 million in punitive damages. After
hearing post trial motions, the court affirmed the verdict for compensatory
damages of approximately $234.0 thousand, awarded attorney' fees to iTech of
approximately $60.0 thousand, and reduced the punitive damages to $3.0 million,
and judgment was entered in those amounts in late August 2005. We have appealed
the verdict and judgment and have filed our appellate briefs. The appellate
hearing has been scheduled for October 17, 2006. We intend to continue to
contest the case through all available means. In the fourth quarter of fiscal
2005, we accrued a charge of $3.3 million to cover the total amount of damages
awarded to iTech under the court's order. Although the loss we ultimately
sustain may be higher or lower than the amount we have recorded, this is
currently our best estimate of any loss we may incur.
We are currently a party to various claims and legal proceedings, including
those noted above. We make provisions for a liability when it is both probable
that a liability has been incurred and the amount of the loss can be reasonably
estimated. We believe we have made adequate provisions for potential liability
in litigation matters. We review these provisions at least quarterly and adjust
these provisions to reflect the impact of negotiations, settlements, rulings,
advice of legal counsel and other information and events pertaining to a
particular case. Based on the information that is currently available to us, we
believe that the ultimate outcome of litigation matters, individually and in the
aggregate, will not have a material adverse effect on our results of operations
or consolidated financial position. However, litigation is inherently
unpredictable. If an unfavorable ruling or outcome were to occur, there is a
possibility of a material adverse effect on results of operations or our
consolidated financial position.
o Contingencies - Other
In connection with our past divestitures, we have routinely provided indemnities
to cover the indemnified party for matters such as environmental, tax, product
and employee liabilities. We also routinely include intellectual property
indemnification provisions in our terms of sale, development agreements and
technology licenses with third parties. Since maximum obligations are not
explicitly stated in these indemnification provisions, the potential amount of
future maximum payments cannot be reasonably estimated. To date we have incurred
minimal losses associated with these indemnification obligations and, as a
result, we have not recorded any related liabilities in our consolidated
financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This MD&A and Quarterly Report on Form 10-Q contain a number of forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These statements are based
on our current expectations and could be affected by the uncertainties and risk
factors described throughout this filing and particularly in Part II of Form
10-Q "Item 1A: Risk Factors" and business outlook section of this MD&A. These
statements relate to, among other things, sales, gross margins, operating
expenses, capital expenditures, R&D efforts and asset dispositions and are
indicated by words or phrases such as "anticipate," "expect," "outlook,"
"foresee," "believe," "could," "intend," "will," and similar words or phrases.
These statements involve risks and uncertainties that could cause actual results
to differ materially from expectations. These forward-looking statements should
not be relied upon as predictions of future events as we cannot assure you that
the events or circumstances reflected in these statements will be achieved or
will occur. For a discussion of some of the factors that could cause actual
results to differ materially from our forward-looking statements, see the
discussion on Risk Factors that appears in Part II, Item 1A of this Form 10-Q
and other risks and uncertainties detailed in this and our other reports and
filings with the Securities and Exchange Commission. We undertake no obligation
to update forward-looking statements to reflect developments or information
obtained after the date hereof and disclaim any obligation to do so.
This discussion should be read in conjunction with the consolidated
financial statements and the accompanying notes included in this Form 10-Q and
in our Annual Report on Form 10-K for the fiscal year ended May 28, 2006.
o Strategy and Business
---------------------
We design, develop, manufacture and market a wide range of semiconductor
products, most of which are analog and mixed-signal integrated circuits. Our
strategy is to be the premier analog company creating high-value analog devices
and subsystems. We focus on our analog product capabilities, particularly in the
standard linear categories. We look to create analog-intensive solutions that
provide more energy efficiency, portability, better audio, faster or cleaner
signals, and sharper images in electronic systems. Our leading-edge products
include power management circuits, display drivers, audio and operational
amplifiers, communication interface products and data conversion solutions.
Approximately 86 percent of our revenue in the first quarter of fiscal 2007 was
generated from analog-based products, compared to 87 percent in the first
quarter of fiscal 2006. For more information on our business, see Part I, Item
I, Business, in our Annual Report on Form 10-K for the fiscal year ended May 28,
2006.
Critical Accounting Policies and Estimates
------------------------------------------
We believe the following critical accounting policies are those policies that
have a significant effect on the determination of our financial position and
results of operations. These policies also require us to make our most difficult
and subjective judgments:
1. Revenue Recognition
We recognize revenue from the sale of semiconductor products upon shipment,
provided we have persuasive evidence of an arrangement typically in the
form of a purchase order, title and risk of loss have passed to the
customer, the amount is fixed or determinable and collection of the revenue
is reasonably assured. We record a provision for estimated future returns
at the time of shipment. Approximately 53 percent of our semiconductor
product sales were made to distributors in the first quarter of fiscal
2007, compared to 52 percent in the first quarter of fiscal 2006. We have
agreements with our distributors that cover various programs, including
pricing adjustments based on resale pricing and volume, price protection
for inventory and scrap allowances. The revenue we record for these
distribution sales is net of estimated provisions for these programs. When
determining this net distribution revenue, we must make significant
judgments and estimates. Our estimates are based upon historical experience
rates by geography and product family, inventory levels in the distribution
channel, current economic trends, and other related factors. Actual
distributor claims activity has been materially consistent with the
provisions we have made based on our estimates. However, because of the
inherent nature of estimates, there is always a risk that there could be
significant differences between actual amounts and our estimates. Our
financial condition and operating results are dependent on our ability to
make reliable estimates, and we believe that our estimates are reasonable.
However, different judgments or estimates could result in variances that
might be significant to reported operating results.
Service revenues are recognized as the services are provided or as
milestones are achieved, depending on the terms of the arrangement. These
revenues are included in net sales and are not a material component of our
total net sales.
Certain intellectual property income is classified as revenue if it
meets specified criteria established by company policy that defines whether
it is considered a source of income from our primary operations. These
revenues are included in net sales and totaled $0.9 million in the first
quarter of fiscal 2007 and $1.3 million in the first quarter of fiscal
2006. All other intellectual property income that does not meet the
specified criteria is not considered a source of income from primary
operations and is therefore classified as a component of other operating
income, net, in the consolidated statement of income. Intellectual property
income is recognized when the license is delivered, the fee is fixed or
determinable, collection of the fee is reasonably assured and remaining
obligations are inconsequential or perfunctory to the other party.
2. Valuation of Inventories
Inventories are stated at the lower of standard cost, which approximates
actual cost on a first-in, first-out basis, or market. The total carrying
value of our inventory is net of any reductions we have recorded to reflect
the difference between cost and estimated market value of inventory that is
determined to be obsolete or unmarketable based upon assumptions about
future demand and market conditions. Reductions in carrying value are
deemed to establish a new cost basis. Therefore, inventory is not written
up if estimates of market value subsequently improve. We evaluate
obsolescence by analyzing the inventory aging, order backlog and future
customer demand on an individual product basis. If actual demand were to be
substantially lower than what we have estimated, we may be required to
write inventory down below the current carrying value. While our estimates
require us to make significant judgments and assumptions about future
events, we believe our relationships with our customers, combined with our
understanding of the end-markets we serve, provide us with the ability to
make reasonable estimates. The actual amount of obsolete or unmarketable
inventory has been materially consistent with previously estimated
write-downs we have recorded. We also evaluate the carrying value of
inventory for lower-of-cost-or-market on an individual product basis, and
these evaluations are intended to identify any difference between net
realizable value and standard cost. Net realizable value is determined as
the selling price of the product less the estimated cost of disposal. When
necessary, we reduce the carrying value of inventory to net realizable
value. If actual market conditions and resulting product sales were to be
less favorable than what we have projected, additional inventory
write-downs may be required.
3. Impairment of Goodwill, Intangible Assets and Other Long-lived Assets
We assess the impairment of long-lived assets whenever events or changes in
circumstances indicate that their carrying value may not be recoverable
from the estimated future cash flows expected to result from their use and
eventual disposition. Our long-lived assets subject to this evaluation
include property, plant and equipment and amortizable intangible assets.
Amortizable intangible assets subject to this evaluation include developed
technology we have acquired, patents and technology licenses. We assess the
impairment of goodwill annually in our fourth fiscal quarter and whenever
events or changes in circumstances indicate that it is more likely than not
that an impairment loss has been incurred. We are required to make
judgments and assumptions in identifying those events or changes in
circumstances that may trigger impairment. Some of the factors we consider
include:
o Significant decrease in the market value of an asset
o Significant changes in the extent or manner for which the asset is being
used or in its physical condition
o Significant change, delay or departure in our business strategy related
to the asset
o Significant negative changes in the business climate, industry or
economic conditions
o Current period operating losses or negative cash flow combined with a
history of similar losses or a forecast that indicates continuing losses
associated with the use of an asset
Our impairment evaluation of long-lived assets includes an analysis of
estimated future undiscounted net cash flows expected to be generated by
the assets over their remaining estimated useful lives. If the estimated
future undiscounted net cash flows are insufficient to recover the carrying
value of the assets over the remaining estimated useful lives, we record an
impairment loss in the amount by which the carrying value of the assets
exceeds the fair value. We determine fair value based on discounted cash
flows using a discount rate commensurate with the risk inherent in our
current business model. Major factors that influence our cash flow analysis
are our estimates for future revenue and expenses associated with the use
of the asset. Different estimates could have a significant impact on the
results of our evaluation. If, as a result of our analysis, we determine
that our amortizable intangible assets or other long-lived assets have been
impaired, we will recognize an impairment loss in the period in which the
impairment is determined. Any such impairment charge could be significant
and could have a material adverse effect on our financial position and
results of operations.
Our impairment evaluation of goodwill is based on comparing the fair
value to the carrying value of our reporting units with goodwill. Our
reporting units are based on our operating segments as defined under SFAS
No. 131, "Disclosures about Segments of an Enterprise and Related
Information." The fair value of a reporting unit is measured at the
business unit level using a discounted cash flow approach that incorporates
our estimates of future revenues and costs for those business units. As of
August 27, 2006 our reporting units with goodwill include our advanced
power, ISP, portable core and high voltage (all formerly within portable
power); interface (which now includes RF products); displays (formerly flat
panel displays) and non-audio amplifier business units, which are operating
segments within our Analog reportable segment, and our device connectivity
business unit, which is an operating segment included in "All Others." The
estimates we use in evaluating goodwill are consistent with the plans and
estimates that we use to manage the underlying businesses. If we fail to
deliver new products for these business units, if the products fail to gain
expected market acceptance, or if market conditions for these business
units fail to materialize as anticipated, our revenue and cost forecasts
may not be achieved and we may incur charges for goodwill impairment, which
could be significant and could have a material adverse effect on our net
equity and results of operations.
4. Income Taxes
We determine deferred tax assets and liabilities based on the future tax
consequences that can be attributed to net operating loss and credit
carryovers and differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax bases, using
the enacted tax rate expected to be applied when the taxes are actually
paid or recovered. The recognition of deferred tax assets is reduced by a
valuation allowance if it is more likely than not that the tax benefits
will not be realized. The valuation allowance has been established
primarily against the reinvestment and investment tax allowances related to
Malaysia because we have concluded that a significant portion of the
deferred tax asset will more likely than not be realized because of the
uncertainty of sufficient taxable income in Malaysia beyond the foreseeable
future. The ultimate realization of deferred tax assets depends upon the
generation of future taxable income during the periods in which those
temporary differences become deductible. We consider past performance,
expected future taxable income and prudent and feasible tax planning
strategies in assessing the amount of the valuation allowance. Our forecast
of expected future taxable income is based on historical taxable income and
projections of future taxable income over the periods that the deferred tax
assets are deductible. Changes in market conditions that differ materially
from our current expectations and changes in future tax laws in the U.S.
and international jurisdictions may cause us to change our judgments of
future taxable income. These changes, if any, may require us to adjust our
existing tax valuation allowance higher or lower than the amount we
currently have recorded; such adjustment could have a material impact on
the tax expense for the fiscal year.
The calculation of tax liabilities involves significant judgment in
estimating the impact of uncertainties in the application of complex tax
laws. Resolution of these uncertainties in a manner inconsistent with our
expectations could have a material impact on our results of operations.
5. Share-Based Compensation
We measure and record compensation expense for all share-based payment
awards based on estimated fair values in accordance with SFAS No. 123
(revised 2004), "Share-Based Payment." We provide share-based awards to our
employees, executive officers and directors through various equity
compensation plans including our stock option, stock purchase and
restricted stock plans. The fair value of awards for our stock option and
stock purchase plans is measured at the date of grant using a Black-Scholes
option pricing model and the fair-value of awards for our restricted stock
plans is based on the market price of our common stock on the date of
grant. In determining fair value using the Black-Scholes option pricing
model, management is required to make certain estimates of the key
assumptions that include expected life, expected volatility, dividend
yields and risk free interest rates. The estimate of these key assumptions
involves judgment regarding subjective future expectations of market price
and trends. The assumptions for expected term and expected volatility have
the most significant effect on calculating the fair value of share-based
awards. We use the simplified method specified by U.S. Securities and
Exchange Commission's Staff Accounting Bulletin No. 107 to determine
expected life since the vesting term and contractual life of current option
grants differ from historical grants. The expected volatility beginning in
fiscal 2007 is based on implied volatility, as management has determined
that implied volatility is more reflective of the market's expectation of
future volatility than historical volatility. If we were to determine that
another method to estimate these assumptions was more reasonable than our
current methods, or if another method for calculating these assumptions
were to be prescribed by authoritative guidance, the fair value for our
share-based awards could change significantly. If the assumption regarding
expected volatility and/or expected life were increased, then the
Black-Scholes computation of fair value would also increase, thereby
resulting in higher compensation costs being recorded. SFAS No. 123(R) also
requires forfeitures to be estimated at the date of grant. Our estimate of
forfeitures is based on our historical activity, which we believe is
indicative of expected forfeitures. In subsequent periods if the actual
rate of forfeitures differs from our estimate, the forfeiture rate may be
revised, if necessary. Changes in the estimated forfeiture rate can have a
significant effect on share-based compensation expense since the effect of
adjusting the rate is recognized in the period the forfeiture estimate is
changed.
o Overview
--------
We focus on addressing analog product areas, particularly in the analog
standard linear markets. The World Semiconductor Trade Statistics (WSTS) define
"standard linear" as amplifiers, data converters, regulators and references
(power management products), and interface products. We believe our success in
these markets has been based on our understanding of the analog markets and our
circuit design capabilities, as well as our packaging and analog process
technology, and our comprehensive manufacturing service supply and logistics
network.
Our sales and gross margin percentage in the first quarter of fiscal 2007
were both higher compared to the first quarter of fiscal 2006. The improvement
in gross margin reflects growth in our higher margin analog products, as well as
higher year-over-year factory utilization associated with increased volume. We
continue to focus our research and development investments on high-value growth
areas in analog standard linear markets.
In reviewing our performance we consider several key financial measures.
When reviewing our net sales performance, we look at sales growth rates, new
order rates (including turns orders, which are orders received with delivery
requested in the same quarter), blended-average selling prices, sales of new
products and market share in the analog standard linear category as defined by
WSTS. We generally define new products as those introduced within the last three
years. We gauge our operating income performance based on gross margin trends,
product mix, blended-average selling prices, factory utilization rates and
operating expenses relative to sales. We are focused on growing our earnings per
share over time while generating a consistently high return on invested capital
by concentrating on operating income, working capital management, capital
expenditures and cash management. We determine return on invested capital based
on net operating income after tax divided by invested capital, which generally
consists of total assets reduced by goodwill and non-interest bearing
liabilities.
We continued our stock repurchase activity during the first quarter of
fiscal 2007 under two programs: (i) the $400 million stock repurchase program
announced in December 2005, which was completed during the first quarter; and
(ii) the $500 million stock repurchase program announced in June 2006. We
repurchased a total of 12.4 million shares of our common stock in the first
quarter for $285.0 million. All of these shares were purchased in the open
market. The stock repurchase activity is one element of our overall program to
deliver a consistently high return on invested capital, which we believe
improves shareholder value over time. As of August 27, 2006, we had $368.3
million remaining for future common stock repurchases under the program
announced in June 2006. We also continued with the dividend program in the first
quarter of fiscal 2007, during which time we paid a total of $10.0 million in
cash dividends ($0.03 per outstanding share of common stock). In September 2006,
our Board of Directors declared a cash dividend of $0.03 per outstanding share
of common stock to be paid on October 10, 2006 to shareholders of record at the
close of business on September 18, 2006.
The following table and discussion provide an overview of our operating
results for the recently completed first quarter:
Three Months Ended
-----------------------------------------
Aug. 27, Aug. 28,
(In Millions) 2006 % Change 2005
------------- ------------ --------------
Net sales $541.4 9.6% $493.8
Gross margin $334.3 $277.7
61.7% 56.2%
Operating income $165.5 $127.8
As a % of net sales 30.6% 25.9%
Net income $120.1 $85.6
As a % of net sales 22.2% 17.3%
Net income for the first quarter of fiscal 2007 includes $23.9 million for
share-based compensation expenses as we began recognizing share-based
compensation expense upon the adoption of SFAS No. 123(R). Net income for the
first quarter of fiscal 2007 also includes a charge of $2.7 million related to
severance for a workforce reduction at our Texas manufacturing facility (See
Note 4 to the Condensed Consolidated Financial Statements) and other operating
income of $1.3 million (See Note 2 to the Condensed Consolidated Financial
Statements). Net income for the first quarter of fiscal 2006 includes cost
reduction charges of $28.0 million related to the closure of our Singapore
assembly and test plant, a gain of $24.3 million from the sale of our cordless
business in June 2005 and other operating income of $1.0 million (See Note 2 to
the Condensed Consolidated Financial Statements). All of these charges and
credits are pre-tax amounts. Income tax expense for the first quarter of fiscal
2006 also includes additional tax provisions of $5.8 million, primarily relating
to discrete transactions recorded in the quarter including those described
above.
o Net Sales
Three Months Ended
------------------------------------------
Aug. 27, Aug. 28,
(In Millions) 2006 % Change 2005
-------------- ------------ --------------
Analog segment $467.3 8.9% $429.1
As a % of net sales 86.3% 86.9%
All others 74.1 14.5% 64.7
As a % of net sales 13.7% 13.1%
-------------- --------------
Total net sales $541.4 $493.8
============== ==============
100% 100%
The chart above and the following discussion are based on our reportable
segments described in Note 13 to the Consolidated Financial Statements included
in our annual report on Form 10-K for the year ended May 28, 2006.
Analog segment sales for the first quarter of fiscal 2007 were higher than
sales for the first quarter of fiscal 2006 as we continue to focus on increasing
our product portfolio more toward higher value-added standard linear products.
Despite a 7 percent decline in unit shipments in the first quarter of fiscal
2007 from the first quarter of fiscal 2006, sales grew 10 percent in the analog
standard linear areas. This growth was driven by higher blended-average selling
prices in our analog standard linear product portfolio, which were up 19 percent
in the first quarter of fiscal 2007 compared to the first quarter of fiscal
2006.
Within the Analog segment, sales in the first quarter of fiscal 2007 from
our data conversion and interface products business units grew over sales in the
first quarter of fiscal 2006 by 42 percent and 13 percent, respectively. Sales
in the first quarter of fiscal 2007 from our power management business units
grew by 11 percent over last year's first quarter, while sales in the first
quarter of fiscal 2007 from our amplifier business unit (including audio
amplifier products) were slightly lower in fiscal 2007 by about 1 percent from
sales in the first quarter of fiscal 2006.
For the "all others" segment, the increase in sales for the first quarter
of fiscal 2007 over the first quarter of fiscal 2006 was primarily driven by
higher sales from our device connectivity business unit where blended-average
selling prices were up 58 percent while unit shipments were down 7 percent.
o Gross Margin
Three Months Ended
-------------------------------------
Aug. 27, Aug. 28,
(In Millions) 2006 % Change 2005
----------- ------------ ------------
Net sales $541.4 9.6% $493.8
Cost of sales 207.1 (4.2%) 216.1
----------- ------------
Gross margin $334.3 $277.7
=========== ============
As a % of net sales 61.7% 56.2%
The increase in gross margin as a percentage of sales in the first quarter of
fiscal 2007 compared to the first quarter of fiscal 2006 was primarily driven by
higher blended-average selling prices largely due to improved product mix of
higher-margin analog standard linear products. Our product mix has continued to
improve through our active efforts to increase the portion of our business that
comes from high value, higher-performance analog products that are more
proprietary in nature and can generate higher margins than products that are
less proprietary or are multi-sourced. Higher factory utilization, coupled with
manufacturing efficiencies and a decline in the foundry sales from our divested
businesses (which carry a much lower gross margin) also contributed to the gross
margin improvement during the first quarter of fiscal 2007. Wafer fabrication
capacity utilization (based on wafer starts) was 77 percent in the first quarter
of fiscal 2007 compared to 74 percent in the first quarter of fiscal 2006.
Fiscal 2007 first quarter gross margin also included the effect of $2.5 million
share-based compensation expenses from the adoption of SFAS No. 123(R) beginning
in fiscal 2007.
o Research and Development
------------------------
Three Months Ended
-------------------------------------
Aug. 27, Aug. 28,
(In Millions) 2006 % Change 2005
----------- ------------ ------------
Research and
development $88.8 10.3% $80.5
As a % of net sales 16.4% 16.3%
The increase in research and development expenses in the first quarter of fiscal
2007 compared to the first quarter of fiscal 2006 is primarily due to the
recognition of $7.5 million of share-based compensation expense from the
adoption of SFAS No. 123(R) beginning in fiscal 2007. We are continuing to
concentrate our ongoing research and development spending on analog products and
underlying analog capabilities. Research and development spending on our key
focus areas in the Analog segment increased approximately 12 percent as we
continued to invest in the development of new analog products for wireless
handsets, displays and other portable devices, as well as in applications for
the broader markets requiring analog technology. A significant portion of our
research and development is directed at power management technology.
o Selling, General and Administrative
-----------------------------------
Three Months Ended
--------------------------------------
Aug. 27, Aug. 28,
(In Millions) 2006 % Change 2005
------------ ------------ ------------
Selling, general and
administrative $78.6 17.8% $66.7
As a % of net sales 14.5% 13.5%
The increase in selling, general and administrative expenses in the first
quarter of fiscal 2007 compared to the first quarter of fiscal 2006 is primarily
due to the recognition of $13.9 million of share-based compensation expense from
the adoption of SFAS No. 123(R) beginning in fiscal 2007. We continue to manage
our cost structure in line with our overall business model objectives.
o Interest Income, Net
Three Months Ended
----------------------------
Aug. 27, Aug. 28,
(In Millions) 2006 2005
-------------- -------------
Interest income $ 11.0 $ 7.4
Interest expense (0.5) (0.3)
-------------- -------------
Interest income, net $ 10.5 $ 7.1
============== =============
The increase in interest income, net, for the first quarter of fiscal 2007
compared to the first quarter of fiscal 2006 was due to higher interest rates
during fiscal 2007.
o Other Non-Operating Expense, Net
--------------------------------
Three Months Ended
----------------------------
Aug. 27, Aug. 28,
(In Millions) 2006 2005
-------------- -------------
Loss on investments $ (0.1) $ (2.2)
Share in net losses of equity-
method investments - (0.3)
-------------- -------------
Total other non-operating
expense, net $ (0.1) $ (2.5)
============== =============
The components of other non-operating expense, net are primarily derived from
activities related to our investments. The loss on investments in the first
quarter of fiscal 2007 reflects the change in unrealized holdings gains and
losses from trading securities. The loss on investments in the first quarter of
fiscal 2006 reflects the change in unrealized holdings gains and losses from
trading securities, offset by an impairment loss on a non-marketable investment.
The share of net losses in equity-method investments has substantially declined
because we have reduced the carrying value for most of these investments to
zero.
o Income Tax Expense
------------------
Three Months Ended
----------------------------
Aug. 27, Aug. 28,
(In Millions) 2006 2005
-------------- -------------
Income tax expense $ 55.8 $ 46.8
Effective tax rate 31.7% 35.3%
The effective tax rate for the first quarter of fiscal 2007 is lower than the
rate for the comparable quarter in fiscal 2006 because income tax expense in the
fiscal 2006 first quarter included tax provisions of $5.8 million related to
discrete transactions recorded in that quarter that had higher effective tax
rates. Those transactions included cost reduction and restructuring activities
associated with the announced closure of the Singapore plant and the sale of the
cordless business.
o Severance and Restructuring Expenses Related to Cost Reduction Programs
-----------------------------------------------------------------------
During the first quarter of fiscal 2007, we began to convert the wafer
manufacturing capacity at our Texas facility from 150mm to 200mm to support our
high-value, high-performance analog products. This conversion is expected to
lower wafer cost and improve gross margins, as well as improve equipment
productivity, which should substantially reduce direct labor requirements for
our Texas operation. The conversion activity necessitated a workforce reduction
of 87 employees in Texas. We recorded a $2.7 million severance charge in the
first quarter of fiscal 2007 associated with the workforce reduction in Texas
and other minor workforce reductions. See Note 4 to the Condensed Consolidated
Financial Statements for further detail.
o Share-Based Compensation
------------------------
Beginning in fiscal 2007, we adopted SFAS No. 123 (revised 2004), "Share-Based
Payment," which requires the measurement and recognition of compensation expense
for all share-based payment awards based on estimated fair values. We provide
share-based awards to our employees, executive officers and directors through
various equity compensation plans including our stock option, stock purchase and
restricted stock plans. For further detail regarding a description of these
plans, see Note 5 to the Condensed Consolidated Financial Statements in this
Form 10-Q and Note 10 to the Consolidated Financial Statements in our Form 10-K
for the 2006 fiscal year.
We have applied the modified prospective transition method to adopt SFAS
No. 123(R) and accordingly, operating results for periods prior to fiscal 2007
have not been restated to reflect the effect of SFAS No. 123(R). The effect of
adopting SFAS No. 123(R) on operating results for the first quarter of fiscal
2007 was a decrease in net income by $12.8 million and a decrease to both basic
and diluted earnings per by $0.04. Prior to the adoption of SFAS No. 123(R), we
measured compensation expense in accordance with the intrinsic method of
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," and reported pro forma information regarding net income and earnings
per share required by SFAS No. 123, "Accounting for Stock-Based Compensation,"
as amended by SFAS No. 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure." Under this prior method, the effect of share-based
compensation expense was immaterial to our operating results for the first
quarter of fiscal 2006.
The fair value of awards for our stock option and stock purchase plans is
measured at the date of grant using a Black-Scholes option pricing model which
requires the input of certain key assumptions. Upon adoption of SFAS No. 123(R),
we changed the method used to determine the assumption for expected volatility.
Beginning in fiscal 2007, the expected volatility assumption is based on implied
volatility, as management has determined that implied volatility is more
reflective of the market's expectation of future volatility than historical
volatility. Prior to fiscal 2007, we used our historical stock price volatility
in accordance with the requirements of SFAS No. 123 for purposes of our pro
forma information. This change results in a lower volatility assumption for
fiscal 2007 compared to fiscal 2006. See Note 1 and Note 5 to the Condensed
Consolidated Financial Statements for additional discussion of our share-based
compensation plans and the effect of share-based compensation expense.
o Liquidity and Capital Resources
-------------------------------
Three Months Ended
--------------------------------------
Aug. 27, Aug. 28,
(In Millions) 2006 2005
-------------- -------------
Net cash provided by
operating activities $ 133.2 $ 152.6
Net cash provided by
investing activities 64.1 44.9
Net cash used by
financing activities (289.2) (204.1)
-------------- -------------
Net change in cash and
cash equivalents $ (91.9) $ (6.6)
============== =============
The primary factors contributing to the changes in cash and cash equivalents in
the first quarters of fiscal 2007 and 2006 are described below:
In the first quarter of fiscal 2007, cash from operating activities was
generated primarily from higher net income, adjusted for non-cash items
(primarily depreciation and amortization), but it was partially offset by the
negative impact that came from changes in working capital components mostly due
to the decrease in accounts payable and accrued expenses. We also generated cash
from operating activities in the first quarter of fiscal 2006 when the positive
impact from net income, adjusted for non-cash items (primarily depreciation and
amortization) was combined with a positive impact from changes in working
capital components.
The primary source of cash generated from investing activities in the first
quarter of fiscal 2007 came from the sale and maturity of available-for-sale
securities of $110.8 million, which was offset by investment in property, plant
and equipment of $40.9 million, primarily for the purchase of machinery and
equipment. The primary source of cash generated from investing activities in the
first quarter of fiscal 2006 came from proceeds from the sale of the cordless
business of $60.0 million, which was offset by investment in property, plant and
equipment of $12.8 million, primarily for the purchase of machinery and
equipment.
The primary use of cash for our financing activities in the first quarter
of fiscal 2007 was for the repurchase of 12.4 million shares of our common stock
in the open market for $285.0 million, and payments of $10.0 million for cash
dividends and $8.4 million on software license obligations. These amounts were
partially offset by proceeds of $12.8 million from the issuance of common stock
under employee benefit plans. In the first quarter of fiscal 2006, the primary
uses of cash for our financing activities was for the repurchase of 11.9 million
shares of our common stock in the open market for $275.3 million, and payments
of $12.9 million on software license obligations and $7.0 million for cash
dividends. These amounts were partially offset by proceeds of $91.1 million from
the issuance of common stock under employee benefit plans.
On September 6, 2006, our Board of Directors declared a cash dividend of
$0.03 per outstanding share of common stock which will be paid on October 10,
2006 to shareholders of record at the close of business on September 18, 2006.
On June 7, 2006, our Board of Directors also approved a new $500 million stock
repurchase program similar to our prior stock repurchase programs approved in
previous fiscal years. The stock repurchase program is consistent with our
current business model which focuses on higher-value analog products and,
therefore, is less capital intensive than it has been historically. There was
$368.3 million remaining at August 27, 2006 under the program approved in June
2006.
We foresee continuing cash outlays for plant and equipment in fiscal 2007,
with our primary focus on analog capabilities at our existing sites. As a
result, our fiscal 2007 capital expenditures are expected to be similar to the
fiscal 2006 amount. However, we will continue to manage the level of capital
expenditures relative to sales levels, capacity utilization and industry
business conditions. We expect that existing cash and investment balances,
together with existing lines of credit and cash generated by operations, will be
sufficient to finance the capital investments currently planned for fiscal 2007,
as well as the declared dividend and the stock repurchase program.
Our cash balances are dependent in part on continued collection of customer
receivables and the ability to sell inventories. Although we have not
experienced major problems with our customer receivables, significant declines
in overall economic conditions could lead to deterioration in the quality of
customer receivables. In addition, major declines in financial markets would
most likely cause reductions in our cash equivalents and marketable investments.
We do not currently have any relationships with unconsolidated entities or
financial partnerships, such as entities often referred to as structured finance
or special purpose entities, which might be established for the purpose of
facilitating off-balance sheet arrangements or other contractually narrow or
limited purposes. We do not engage in trading activities involving non-exchange
traded contracts. As a result, we do not believe that we are materially exposed
to financing, liquidity, market or credit risk that could arise if we had
engaged in these relationships.
o Recently Issued Accounting Pronouncements
-----------------------------------------
In September 2006, the U.S. Securities and Exchange Commission released Staff
Accounting Bulletin 108, which provides interpretive guidance on how the effects
of the carryover or reversal of prior year misstatements should be considered in
quantifying a current year misstatement. The SAB requires registrants to
quantify misstatements using both the balance-sheet and income-statement
approaches and to evaluate whether either approach results in quantifying an
error that is material in light of relevant quantitative and qualitative
factors. The SAB does not change the staff's previous guidance in SAB 99 on
evaluating the materiality of misstatements. When the effect of initial adoption
is determined to be material, the SAB allows registrants to record that effect
as a cumulative-effect adjustment to beginning-of-year retained earnings. The
requirements are effective for our annual fiscal 2007 financial statements
ending May 27, 2007. We are currently analyzing the requirements of this SAB and
have not yet determined its impact on our Consolidated Financial Statements.
o Outlook
-------
In the first quarter of fiscal 2007, we saw lower than expected shipment
activity with our wireless handset and LCD flat-panel customers. We also saw
lower foundry sales, as expected, from the businesses we had previously sold and
we anticipate that these foundry sales will decline by $20 to $25 million in our
fiscal 2007 second quarter.
Total new orders in the fiscal 2007 first quarter were sequentially lower
than in the preceding fiscal 2006 fourth quarter. As a result, our opening
13-week backlog entering the second quarter of fiscal 2007 is lower than it was
when we began the first quarter of fiscal 2007. The decrease in opening backlog
is attributable to our foundry support customers and our distributors. The
opening backlog from our OEM customers is actually slightly higher than it was
at the beginning of the first quarter of fiscal 2007. We also anticipate that
distributors will reduce their weeks of inventory during our fiscal 2007 second
quarter.
With the anticipated decline in the foundry sales and the planned reduction
in distributor inventories, which is only partially offset by some seasonal
growth in sales to OEM customers, we provided guidance for net sales in the
second quarter of fiscal 2007 to be down 2 to 5 percent sequentially from the
level achieved in our recently completed first quarter of fiscal 2007. However,
if backlog orders are cancelled or if the currently anticipated level of turns
orders is less than expected, we may not be able to achieve this level of sales.
We are planning to reduce our manufacturing volume and inventory levels to
reflect the lower demand anticipated in the fiscal 2007 second quarter. We
expect wafer fabrication utilization to run below 70 percent in our fiscal 2007
second quarter. We expect our gross margin percentage to remain above 60 percent
but to be lower than the 61.7 percent achieved in the fiscal 2007 first quarter.
However, if there are further declines in factory utilization or changes in the
expected sales level or product mix, our gross margin percentage could be
negatively impacted further.
Consistent with our practice in recent years of annually granting stock
options to employees in our first fiscal quarter, we granted options to purchase
5.5 million shares of our common stock at $23.01 in July 2006. As a result, we
expect total share-based compensation expense to be approximately $33 to $34
million in our fiscal 2007 second quarter which is higher compared to the first
quarter of fiscal 2007. This increase reflects the effect of accelerating
share-based compensation expense associated with options granted to employees
who are eligible for retirement or expected to be eligible for retirement during
the nominal vesting period. For more discussion on the share-based compensation
expense, see Note 1 and Note 5 to the Condensed Consolidated Financial
Statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Refer to Part II, Item 7A, Quantitative and Qualitative Disclosures About Market
Risk, in our annual report on Form 10-K for the fiscal year ended May 28, 2006
and to the subheading "Financial Market Risks" under the heading "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
page 34 of our Annual Report on Form 10-K for the fiscal year ended May 28, 2006
and to Note 1, "Summary of Significant Accounting Policies," and Note 2,
"Financial Instruments," in the Notes to the Consolidated Financial Statements
included in Item 8 of our Annual Report on Form 10-K for the fiscal year ended
May 28, 2006. There have been no material changes in market risk from the
information reported in these sections.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
We maintain disclosure controls and procedures that are intended to ensure that
the information required to be disclosed in our Exchange Act filings is properly
and timely recorded, processed, summarized and reported. In designing and
evaluating our disclosure controls and procedures, our management recognizes
that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives
and that management necessarily is required to apply its judgment in evaluating
the cost-benefit relationship of possible controls and procedures. Since we have
investments in certain unconsolidated entities which we do not control or
manage, our disclosure controls and procedures with respect to those entities
are necessarily substantially more limited than those we maintain for our
consolidated subsidiaries.
We have a disclosure controls committee comprised of key individuals from a
variety of disciplines in the company that are involved in the disclosure and
reporting process. The committee meets regularly to ensure the timeliness,
accuracy and completeness of the information required to be disclosed in our
filings containing financial statements. As required by SEC Rule 13a-15(b), the
committee reviewed this Form 10-Q and also met with the Chief Executive Officer
and the Chief Financial Officer to review this Form 10-Q and the required
disclosures and the effectiveness of the design and operation of our disclosure
controls and procedures. The committee performed an evaluation, under the
supervision of and with the participation of management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures as of the end of
the fiscal quarter covered by this report. Based on that evaluation and their
supervision of and participation in the process, our Chief Executive Officer and
Chief Financial Officer have concluded that our disclosure controls and
procedures were effective at the reasonable assurance level.
Changes in internal controls
As part of our efforts to ensure compliance with the requirements of Section 404
of the Sarbanes-Oxley Act of 2002, we conduct a continual review of our internal
controls over financial reporting. The review is an ongoing process and it is
possible that we may institute additional or new internal controls over
financial reporting as a result of the review. During the first quarter of
fiscal 2007 which is covered by this report, we did not make any changes in our
internal controls over financial reporting that have materially affected, or are
reasonably likely to materially affect, our internal controls over financial
reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial
Officer, does not expect that our disclosure controls or our internal controls
over financial reporting will prevent or detect all error and all fraud. A
control system, no matter how well designed and operated, can provide only
reasonable, not absolute, assurance that the control system's objectives will be
met. The design of a control system must reflect the fact that there are
resource constraints and the benefits of controls must be considered relative to
their costs. Further, because of inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that misstatements due to
error or fraud will not occur or that all control issues and instances of fraud,
if any, within the company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake. Controls can also be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the controls. The design of any system of
controls is based in part on certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions. Projections of any
evaluation of controls effectiveness to future periods are subject to risks.
Over time, controls may become inadequate because of changes in conditions or
deterioration in the degree of compliance with policies or procedures.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We currently are a party to various legal proceedings. While we believe that the
ultimate outcome of these various proceedings, individually and in the
aggregate, will not have a material adverse effect on our financial position or
overall trends in results of operations, litigation is always subject to
inherent uncertainties and unfavorable rulings could occur. An unfavorable
ruling could include money damages or an injunction prohibiting us from selling
one or more of our products. Were an unfavorable ruling to occur, there exists
the possibility of a material adverse impact on the net income of the period in
which the ruling occurs, and future periods. Information on our existing
material legal proceedings is provided in our Form 10-K for the fiscal year
ended May 28, 2006. There have been no material developments in the legal
proceedings described in those filings.
ITEM 1A. RISK FACTORS
A description of the risk factors associated with our business is set forth
below. We review and update our risk factors each quarter. The description set
forth below includes any changes to and supersedes the description of risk
factors previously disclosed in Part I, Item 1A of our Annual Report on Form
10-K for the fiscal year ended May 28, 2006. The risks described below are not
the only ones facing us. Additional risks not currently known to us or that we
currently believe are immaterial may also impair our business operations and
results of financial condition.
You should read the following Risk Factors in conjunction with the factors
discussed elsewhere in this and our other filings with the Securities and
Exchange Commission (SEC) and in materials incorporated by reference in these
filings. These Risk Factors are intended to highlight certain factors that may
affect our financial condition and results of operations and are not meant to be
an exhaustive discussion of risks that apply to companies like National with
broad international operations. Like other companies, we are susceptible to
macroeconomic downturns in the United States or abroad that may affect the
general economic climate and our performance and the performance of our
customers. Similarly, the price of our stock is subject to volatility due to
fluctuations in general market conditions, differences in our results of
operations from estimates and projections generated by the investment community,
and other factors beyond our control.
Conditions inherent in the semiconductor industry may cause periodic
fluctuations in our operating results.
Rapid technological change and frequent introduction of new technology leading
to more complex and integrated products characterize the semiconductor industry.
The result is a cyclical environment with short product life cycles, even with
analog products which form the core of our strategic focus. We have seen and may
see in the future significant and rapid increases and decreases in product
demand. Although less capital investment is needed for analog products than for
many other semiconductor products, substantial capital and R&D investment are
required to support products and manufacturing processes in the semiconductor
industry. We have experienced in the past and may experience in the future
periodic fluctuations in our operating results. Market shifts in product mix
toward or away from higher margin products, including analog products, can also
have a significant impact on our operating results. As a result of these and
other factors, our financial results can fluctuate significantly from period to
period.
Our business will be harmed if we are unable to compete successfully in our
markets.
Competition in the semiconductor industry is intense. Our major competitors
include Analog Devices, Linear Technology, Maxim and Texas Instruments. These
companies sell competing products into some of the same markets that we target.
In some cases, we may also compete with our customers. Competition is based on
design and quality of products, product performance, price and service, with the
relative importance of these factors varying among products, markets and
customers. We cannot assure you that we will be able to compete successfully in
the future against existing or new competitors or that our operating results
will not be adversely affected by increased competition.
A large portion of our revenues is dependent on the wireless handset market.
The wireless handset market continues to be a significant source of our overall
sales. New products are being developed to address new features and
functionality in handsets, such as advanced color displays, advanced audio,
lighting features and battery management that can adequately handle the demands
of these advanced features. Due to high levels of competition, as well as
complex technological requirements, there is no assurance that we will continue
to be successful in this targeted market. Although the worldwide handset market
is large, growth trends and other variables are often uncertain and difficult to
predict. Revenues from this market in the first quarter of fiscal 2007 were less
than we had expected. Since the wireless handset market is a consumer-driven
market, changes in the economy that affect consumer demand can affect our
business and results.
We depend on demand from the consumer, original equipment manufacturer, contract
manufacturing, industrial, automotive and other markets we serve for the end
market applications which incorporate our products. Reduced consumer or
corporate spending in these markets due to increased oil prices or other
economic factors could adversely affect our revenues and gross margins.
Our revenues and gross margins are based on certain levels of consumer and
corporate spending. If our projections of these expenditures fail to
materialize, due to reduced consumer or corporate spending from increased oil
prices or otherwise, our revenues and gross margins could be adversely affected.
We may experience delays in introducing new products or market acceptance of new
products may be below our expectations.
Rapidly changing technologies and industry standards, along with frequent new
product introductions, characterize the industries in which our primary
customers operate. As our customers evolve and introduce new products, our
success depends on our ability to anticipate and adapt to these changes in a
timely and cost-effective manner by developing and introducing into the market
new products that meet the needs of our customers. We believe that continued
focused investment in research and development, especially the timely
development and market acceptance of new analog products, is a key factor to
successful growth and the ability to achieve strong financial performance.
Successful development and introduction of these new products are critical to
our ability to maintain a competitive position in the marketplace. We will
continue to invest resources to develop more highly integrated solutions and
building block products, both primarily based on our analog capabilities. These
products will continue to be targeted towards applications such as wireless
handsets, displays, other portable devices and applications in other broad
markets that require analog technology. We cannot assure you that we will be
successful in timely developing and introducing successful new products, and a
failure to bring new products to market may harm our operating results. We also
cannot assure you that products that may be developed in the future by our
competitors will not render our products obsolete or non-competitive.
We make forecasts of customer demand that need to be accurate.
Our ability to match inventory and production mix with the product mix needed to
fill current orders and orders to be delivered in any given quarter may affect
our ability to meet that quarter's revenue forecast. To be able to accommodate
customer requests for shorter shipment lead times, we manufacture product based
on customer forecasts. These forecasts are based on multiple assumptions. While
we believe our relationships with our customers, combined with our understanding
of the end-markets we serve, provide us with the ability to make reliable
forecasts, if we inaccurately forecast customer demand, it could result in
inadequate, excess or obsolete inventory that would reduce our profit margins.
Our performance depends on the availability and cost of raw materials,
utilities, critical manufacturing equipment and third-party manufacturing
services.
Our manufacturing processes and critical manufacturing equipment require that
certain key raw materials and utilities be available. Limited or delayed access
to and high costs of these items, as well as the inability to implement new
manufacturing technologies or install manufacturing equipment on a timely basis
could adversely affect our results of operations. We subcontract a portion of
our wafer fabrication and assembly and testing of our integrated circuits. We
depend on a limited number of third parties to perform these functions. We do
not have long-term contracts with all of these third parties. Reliance on these
third parties involves risks, including possible shortages of capacity in
periods of high demand. Although we did not experience any material difficulties
with supplies or subcontractors in the first quarter of fiscal 2007, we have had
difficulties in the past and could experience them in the future.
We are subject to warranty claims, product recalls and product liability.
We could be subject to warranty or product liability claims that could lead to
significant expenses as we defend such claims or pay damage awards. In the event
of a warranty claim, we may also incur costs if we compensate the affected
customer. We maintain product liability insurance, but there is no guarantee
that such insurance will be available or adequate to protect against all such
claims. We may incur costs and expenses relating to a recall of one of our
customers' products containing one of our devices. Although costs or payments we
have made in connection with warranty claims or product recalls in the past have
not adversely affected our results of operations and financial condition, they
could in the future.
Our profit margins may vary over time.
Our profit margins may be adversely affected by a number of factors, including
decreases in our shipment volume, reductions in, or obsolescence of our
inventory and shifts in our product mix. In addition, the competitive market
environment in which we operate may adversely affect pricing for our products,
although we try to emphasize higher margin products. Because we own most of our
manufacturing capacity, a significant portion of our operating costs are fixed,
including costs associated with depreciation expense. In general, these costs do
not decline with reductions in customer demand or utilization of our
manufacturing capacity. If we are unable to utilize our manufacturing facilities
at a high level, the fixed costs associated with these facilities will result in
higher average unit costs and lower gross margins.
We may be harmed by natural disasters and other disruptions.
Our worldwide operations could be subject to natural disasters and other
disruptions. Our corporate headquarters are located near major earthquake fault
lines in California. In the event of a major earthquake, or other natural or
manmade disaster, we could experience loss of life of our employees, destruction
of facilities or other business interruptions. The operations of our suppliers
could also be subject to natural disasters and other disruptions, which could
cause shortages and price increases in various essential materials. We use third
party freight firms for nearly all of our shipments from vendors, from our
foundries to assembly and test sites and for shipments to customers of our final
product. This includes ground, sea and air freight. Any significant disruption
of our freight business globally or in certain parts of the world, particularly
where our operations are concentrated, would materially affect our operations.
We may not be able to attract or retain employees with skills necessary to
remain competitive in our industry.
Our continued success depends in part on the recruitment and retention of
skilled personnel, including technical, marketing, management and staff
personnel. Experienced personnel in the semiconductor industry, particularly in
our targeted analog areas, are in high demand and competition for their skills
is intense. There can be no assurance that we will be able to successfully
recruit and retain the key personnel we require.
Our products are dependent on the use of intellectual property that we need to
protect.
We rely on patents, trade secrets, trademarks, mask works and copyrights to
protect our products and technologies. Some of our products and technologies are
not covered by any patent or patent application and we cannot assure you that:
o the patents owned by us or numerous other patents which third parties
license to us will not be invalidated, circumvented, challenged or licensed
to other companies
o any of our pending or future patent applications will be issued within
the scope of the claims sought by us, if at all
In addition, effective patent, trademark, copyright and trade secret
protection may be unavailable, limited or not applied for in some countries.
We also seek to protect our proprietary technologies, including
technologies that may not be patented or patentable, in part by confidentiality
agreements and, if applicable, inventors' rights agreements with our
collaborators, advisors, employees and consultants. We cannot assure you that
these agreements will not be breached, that we will have adequate remedies for
any breach or that such persons or institutions will not assert rights to
intellectual property arising out of such research. Some of our technologies
have been licensed on a non-exclusive basis from other companies, which may
license such technologies to others, including our competitors. If necessary or
desirable, we may seek licenses under patents or intellectual property rights
claimed by others. However, we cannot assure you that we will obtain such
licenses or that the terms of any offered licenses will be acceptable to us. The
failure to obtain a license from a third party for technologies we use could
cause us to incur substantial liabilities and to suspend the manufacture or
shipment of products or our use of processes requiring the technologies.
We face risks from our international operations.
We have operations in many countries and, as a result, we are subject to risks
associated with doing business globally. International sales accounted for
approximately 76 percent of our revenue in the first quarter of fiscal 2007 and
we expect that international sales will continue to account for a significant
majority of our total revenue in future years. We are subject to various
challenges and risks related to the management of global operations and
international sales, including, but not limited to:
o trade balance issues
o economic and political conditions
o health concerns
o security concerns
o inefficient and limited infrastructure and disruptions
o local business and cultural factors that differ from our normal standards and
practices
o changes in currency controls
o differences in our ability to acquire and enforcement of intellectual property
and contract rights in varying jurisdictions
o our ability to develop relationships with local suppliers
o compliance with U.S. and international laws and regulations, including export
restrictions and laws affecting trade and investments
o fluctuations in interest and currency exchange rates
o difficulties in staffing and managing foreign operations and other labor
problems
o support required abroad for demanding manufacturing requirements
Although we did not experience any materially adverse effects from our
international operations as a result of these factors in fiscal 2006 or in the
first quarter of fiscal 2007, one or more of these factors has had an adverse
effect on us in the past and could adversely affect us in the future.
Many of the challenges noted above are applicable in China. The risk
factors specifically associated with our manufacturing and other operations in
China are discussed below.
We have significantly expanded our manufacturing operations in China and, as a
result, will be increasingly subject to risks inherent in doing business in
China.
In fiscal 2005, we began production in our assembly and test facility in Suzhou,
China. The factory has steadily increased its output since that time. Our
ability to operate in China may be adversely affected by changes in China's laws
and regulations, including those relating to taxation, import and export
tariffs, environmental regulations, land use rights, property and other matters.
Our operations in China are subject to the economic and political situation
there. We believe that our operations in China are in compliance with all
applicable legal and regulatory requirements. However, there can be no assurance
that China's central or local governments will not impose new, stricter
regulations or interpretations of existing regulations that would require
additional expenditures. Changes in the political environment or government
policies could result in revisions to laws or regulations or their
interpretation and enforcement, increased taxation, restrictions on imports,
import duties or currency revaluations. In addition, a significant
destabilization of relations between China and the United States could result in
restrictions or prohibitions on our operations in China. The legal system of
China relating to foreign trade is relatively new and continues to evolve.
Enforcement of existing laws or agreements may be sporadic and implementation
and interpretation of laws inconsistent. Moreover, there is a high degree of
fragmentation among regulatory authorities resulting in uncertainties as to
which authorities have jurisdiction over particular parties or transactions.
We are subject to fluctuations in the exchange rate of the U.S. dollar and
foreign currencies.
While we transact business primarily in U.S. dollars, and most of our revenues
are denominated in U.S. dollars, a portion of our costs and revenues is
denominated in other currencies, such as the euro, the Japanese yen, pound
sterling and certain other Asian currencies. As a result, changes in the
exchange rates of these or any other applicable currencies to the U.S. dollar
will affect the costs of goods sold and operating margins. We have a program to
hedge our exposure to currency rate fluctuations, but our hedging program may
not be fully effective in preventing foreign exchange losses.
We may pursue acquisitions, investments and divestitures, which could harm our
operating results and may disrupt our business.
We have made and will continue to consider making strategic business
investments, alliances and acquisitions we consider necessary to gain access to
key technologies that we believe augment our existing technical capability and
support our business model objectives. Acquisitions and investments involve
risks and uncertainties that may unfavorably impact our future financial
performance. We may not be able to integrate and develop the technologies we
acquire as expected. If the technology is not developed in a timely manner, we
may be unsuccessful in penetrating target markets. Although we have not made any
acquisitions since fiscal 2003, with any acquisition there are risks that future
operating results may be unfavorably affected by acquisition related costs,
including in-process R&D charges and incremental R&D spending.
We have made and will continue to consider making strategic business
divestitures. With any divestiture, there are risks that future operating
results could be unfavorably impacted if targeted objectives, such as cost
savings, are not achieved or if other business disruptions occur as a result of
the divestiture or activities related to the divestiture.
We are subject to litigation risks.
All industries, including the semiconductor industry, are subject to legal
claims. We are involved in a variety of routine legal matters that arise in the
normal course of business. Further discussion of certain specific legal
proceedings we are involved with is contained in Note 9 to the Condensed
Consolidated Financial Statements. We believe it is unlikely that the final
outcome of these legal claims will have a material adverse effect on our
consolidated financial position or results of operation. However, litigation is
inherently uncertain and unpredictable. An unfavorable resolution of any
particular legal claim or proceeding could have a material adverse effect on our
consolidated financial position or results of operations.
We are subject to many environmental laws and regulations.
Increasingly stringent environmental regulations restrict the amount and types
of materials that can be released from our operations into the environment.
While the cost of compliance with environmental laws has not had a material
adverse effect on our results of operations historically, compliance with these
and any future regulations could require significant capital investments in
pollution control equipment or changes in the way we make our products. In
addition, because we use hazardous and other regulated materials in our
manufacturing processes, we are subject to risks of liabilities and claims,
regardless of fault, resulting from accidental releases, including personal
injury claims and civil and criminal fines. The following should also be
considered:
o we currently are remediating past contamination at some of our sites
o we have been identified as a potentially responsible party at a number of
Superfund sites where we (or our predecessors) disposed of wastes in the past
o significant regulatory and public attention on the impact of semiconductor
operations on the environment may result in more stringent regulations, further
increasing our costs
We may be affected by higher than expected tax rates or exposure to additional
income tax liabilities.
As a global company, our effective tax rate is dependent upon the geographic
composition of worldwide earnings and tax regulations governing each region. We
are subject to income taxes in both the United States and various foreign
jurisdictions, and significant judgment is required to determine worldwide tax
liabilities. From time to time, we have received notices of tax assessments in
various jurisdictions where we operate. We may receive future notices of
assessments and the amounts of these assessments or our failure to favorably
resolve such assessments may have a material adverse effect on our financial
condition or results of operations.
Our business is global and world events and changes in the world economy could
adversely affect our financial performance and operating results.
Terrorist activities worldwide and hostilities in and between nation states,
including the continuing hostilities and insurgency in Iraq and the threat of
future hostilities involving the U.S. and other countries, cause uncertainty on
the overall state of the global economy. We have no assurance that the
consequences from these events will not disrupt our operations in the U.S. or
other regions of the world in the future. Although oil is not a major factor in
our cost structure, continued wide fluctuations and large increases in oil
prices may affect our future costs and revenues. As we have noted earlier,
pandemic illness, and substantial natural, as well as geopolitical events, may
affect our future costs, operating capabilities and revenues.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
a. During the first quarter of fiscal 2007 covered by this report, we did not
make any unregistered sales of our securities.
c. The following table summarizes purchases we made of our common stock during
the first quarter of fiscal 2007:
Approximate Dollar
Total Number of Value of Shares that
Shares Purchased as May Yet Be Purchased
Total Number of Part of Publicly Under the Plans or
Shares Purchased (1) Average Price Paid per Announced Plans or Programs (2)
Period Share Programs
--------------------------------- ---------------------- ------------------------ ---------------------- ----------------------
Month #1
May 29, 2006 -
June 28, 2006 2,505,136 $24.04 2,500,000 $ 593 million
Month #2
June 29, 2006 -
July 28, 2006 8,917,569 $22.75 8,903,000 $ 390 million
Month #3
July 29, 2006 -
August 27, 2006 1,024,028 $22.14 1,008,928 $ 368 million
---------------------- ----------------------
Total 12,446,733 12,411,928
====================== ======================
1. During the quarter ended August 27, 2006, we reacquired 15,542 shares
through the withholding of shares to pay employee tax obligations upon the
vesting of restricted stock. Additionally, during the quarter ended August
27, 2006, 19,263 shares were purchased by the rabbi trust utilized by our
Deferred Compensation Plan which permits participants to direct investment
of their accounts in National stock in accordance with their instructions.
2. Purchases during the first quarter of fiscal 2007 were made under two
different publicly announced programs. $153 million of the purchases were
made under a $400 million repurchase program announced on December 8, 2005
which was completed in July 2006. $132 million of the purchases were made
under a new $500 million program announced on June 8, 2006. There is no
expiration date for the new repurchase program. All 12,411,928 shares were
purchased in the open market.
Our $20 million multicurrency credit agreement with a bank that provides
for multicurrency loans, letters of credit and standby letters of credit was
renewed in October 2005. The agreement contains restrictive covenants,
conditions and default provisions that require the maintenance of financial
ratios. Under the amended agreement, we are no longer required to maintain
certain levels of tangible net worth, a requirement that previously restricted
the amounts available for the payment of dividends on common stock.
ITEM 6. EXHIBITS
(a) Exhibits
3.1 Second Restated Certificate of Incorporation of the Company as amended
(incorporated by reference from the Exhibits to our Registration Statement
on Form S-3 Registration No. 33-52775, which became effective March 22,
1994); Certificate of Amendment of Certificate of Incorporation dated
September 30, 1994 (incorporated by reference from the Exhibits to our
Registration Statement on Form S-8 Registration No. 333-09957, which became
effective August 12, 1996); Certificate of Amendment of Certificate of
Incorporation dated September 22, 2000 (incorporated by reference from the
Exhibits to our Registration Statement on Form S-8 Registration No.
333-48424, which became effective October 23, 2000).
3.2 By Laws of the Company, as amended effective April 19, 2006 (incorporated
by reference from the Exhibits to our Form 8-K dated April 19, 2006 filed
April 20, 2006).
4.1 Form of Common Stock Certificate (incorporated by reference from the
Exhibits to our Registration Statement on Form S-3 Registration No.
33-48935, which became effective October 5, 1992).
31. Rule 13a - 14(a)/15d - 14(a) Certifications
32. Section 1350 Certifications
SIGNATURE
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: October 2, 2006 /s/ Jamie E. Samath
-------------------
Jamie E. Samath
Corporate Controller
Signing on behalf of the registrant
and as principal accounting officer
Exhibit 31
CERTIFICATION
I, Brian L. Halla, certify that:
1. I have reviewed this quarterly report on Form 10-Q of National
Semiconductor Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: October 2, 2006 /s/ Brian L. Halla
------------------
Brian L. Halla
Chief Executive Officer
CERTIFICATION
I, Lewis Chew, certify that:
1. I have reviewed this quarterly report on Form 10-Q of National
Semiconductor Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report; 4. The
registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervisions, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: October 2, 2006 /s/ Lewis Chew
--------------
Lewis Chew
Senior Vice President, Finance and Chief
Financial Officer
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of National Semiconductor Corporation
(the "Company") on Form 10-Q for the period ended August 27, 2006 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Brian L. Halla, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that, to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or
Section 15(d), as applicable, of the Securities Exchange Act of 1934,
and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Date: October 2, 2006 /s/ Brian L. Halla
------------------
Brian L. Halla
Chief Executive Officer
CERTIFICATION PURSUANT TO
18 U.S.C SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of National Semiconductor Corporation
(the "Company") on Form 10-Q for the period ended August 27, 2006 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Lewis Chew, Senior Vice President, Finance and Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or
Section 15(d), as applicable, of the Securities Exchange Act of 1934,
and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Date: October 2, 2006 /s/ Lewis Chew
--------------
Lewis Chew
Senior Vice President, Finance and
Chief Financial Officer