|
X ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
DELAWARE
|
95-2095071
|
(State
of Incorporation)
|
(I.R.S.
Employer
Identification
Number)
|
Title of Each Class
|
Name of Each Exchange on Which
Registered
|
|
Common
stock, par value $0.50 per share
|
New
York Stock Exchange
|
None
|
||
(Title
of class)
|
Yes
S
|
No
£
|
Yes
£
|
No
S
|
Yes
S
|
No
£
|
Yes
£
|
No
£
|
Large
Accelerated filer S
|
Non-accelerated
filer £
|
||
Accelerated
filer £
|
Smaller
reporting company £
|
Yes
£
|
No
S
|
Document
|
Location in Form 10-K
|
|
Portions
of the Proxy Statement for the Annual Meeting of Stockholders to be held
on or about September 24, 2010
|
Part
III
|
|
PART
I
|
Page No
|
|
Item
1.
|
Business
|
4
|
Item
1A.
|
Risk
Factors
|
12
|
Item
1B.
|
Unresolved
Staff Comments
|
18
|
Item
2.
|
Properties
|
19
|
Item
3.
|
Legal
Proceedings
|
20
|
Item
4.
|
[REMOVED
AND RESERVED]
|
20
|
Executive
Officers of the Registrant
|
21
|
|
PART
II
|
||
Item
5.
|
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
23
|
Item
6.
|
Selected
Financial Data
|
25
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
26
|
Item
7A.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
40
|
Item
8.
|
Financial
Statements and Supplementary Data
|
41
|
Item
9.
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
87
|
Item
9A.
|
Controls
and Procedures
|
87
|
Item
9B.
|
Other
Information
|
88
|
PART
III
|
||
Item
10.
|
Directors,
Executive Officers and Corporate Governance
|
89
|
Item
11.
|
Executive
Compensation
|
89
|
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
90
|
Item
13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
91
|
Item
14.
|
Principal
Accountant Fees and Services
|
91
|
PART
IV
|
||
Item
15.
|
Exhibits
and Financial Statement Schedules
|
92
|
Signatures
|
94
|
|
·
|
wireless
handsets (including smart phones) and other
portable
applications
|
·
|
automotive
applications
|
·
|
factory
and office automation
|
||
·
|
wireless
basestations
|
·
|
medical
applications
|
·
|
network
infrastructure
|
·
|
photovoltaic
systems
|
·
|
industrial
and sensing applications
|
·
|
operational
and audio amplifiers
|
·
|
lighting
and display circuits
|
·
|
power
references, regulators and switches
|
·
|
adaptive
voltage scaling circuits
|
·
|
analog-to-digital
or digital-to-analog converters
|
·
|
radio
frequency integrated circuits
|
·
|
communication
interface circuits
|
·
|
high-efficiency
switching voltage regulators and controllers
|
·
|
high-performance
low drop-out voltage regulators
|
·
|
accurate
LED drivers
|
·
|
precision
voltage references
|
·
|
battery
management integrated circuits
|
·
|
photovoltaic
power optimizer solutions
|
·
|
high-speed
and precision operational amplifiers
|
·
|
high-fidelity,
low-power audio amplifiers
|
·
|
high-speed
and power efficient analog-to-digital converters and digital-to-analog
converters
|
·
|
precision
timing products
|
·
|
high-speed
communication interface and signal-conditioning
products
|
·
|
thermal
management products
|
·
|
Apple
|
·
|
Nokia
|
·
|
Robert
Bosch
|
·
|
Continental
|
·
|
Nokia
Siemens Network
|
·
|
Samsung
|
·
|
LG
Electronics
|
·
|
Novero
|
·
|
Siemens
|
·
|
L.M.
Ericsson
|
·
|
Panasonic
|
·
|
Sony
Ericsson Mobile Communications
|
·
|
Motorola
|
·
|
Research
in Motion Ltd
|
·
|
Triquint
|
·
|
Allowances involving pricing
and volume. We refer to this as the “contract sales debit”
program.
|
·
|
Allowances for inventory
scrap. We refer to this as the “scrap allowance”
program.
|
2010
|
2009
|
2008
|
|||||||
Distributor:
|
|||||||||
Avnet
|
17%
|
15%
|
15%
|
||||||
Arrow
|
15%
|
13%
|
12%
|
||||||
OEM:
|
|||||||||
Nokia
|
*
|
*
|
11%
|
||||||
·
|
Wafer Fabrication.
Product designs are compiled and digitized by state of the art
design equipment and then transferred to silicon wafers in a series of
complex precision processes that include oxidation, lithography, chemical
etching, diffusion, deposition, implantation and
metallization.
|
·
|
Wafer Sort. The silicon
wafers are tested and separated into individual circuit
devices.
|
·
|
Product Assembly. Tiny
wires are used to connect the electronic circuits on the device to the
stronger metal leads of the package in which the device is encapsulated
for protection.
|
·
|
Final Test. The devices
are subjected to a series of rigorous tests using computerized circuit
testers and, for certain applications, environmental testers such as
burn-in ovens, centrifuges, temperature cycle or moisture resistance
testers, salt atmosphere testers and thermal shock
testers.
|
·
|
Coating. Certain
devices in the analog portfolio are designed to be used without
traditional packaging. In this case, the integrated circuit is coated with
a protective material to allow mounting directly onto a circuit
board.
|
·
|
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; or
|
·
|
any
of our pending or future patent applications will be issued within the
scope of the claims sought by us, if at all;
or
|
·
|
our
products will not be held to infringe patents of
others.
|
·
|
we
will have additional cash requirements in order to support the payment of
principal and interest on our outstanding
indebtedness;
|
·
|
increases
in our outstanding indebtedness and leverage may increase our
vulnerability to adverse changes in general economic and industry
conditions, as well as to competitive
pressure;
|
·
|
our
ability to obtain additional financing for working capital, capital
expenditures, general corporate and other purposes may be limited;
and
|
·
|
our
flexibility in planning for, or reacting to, changes in our business and
our industry may be
limited.
|
·
|
seek
additional financing in the debt or equity
markets;
|
·
|
refinance,
retire or restructure all or a portion of our
indebtedness;
|
·
|
sell
selected assets;
|
·
|
reduce
or delay planned capital expenditures;
or
|
·
|
reduce
or delay planned operating
expenditures.
|
·
|
we
currently are remediating past contamination at some of our
sites;
|
·
|
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; and
|
·
|
significant
regulatory and public attention on the impact of semiconductor operations
on the environment may result in more stringent regulations, further
increasing our costs.
|
·
|
Federal
Way, Washington
|
·
|
Norcross,
Georgia
|
·
|
Fort
Collins, Colorado
|
·
|
Phoenix,
Arizona
|
·
|
Grass
Valley, California
|
·
|
Salem,
New Hampshire
|
·
|
Indianapolis,
Indiana
|
·
|
South
Portland, Maine
|
·
|
Longmont,
Colorado
|
·
|
Tucson,
Arizona
|
Name
|
Title, Fiscal Year 2010
|
Age
|
Brian
L. Halla (1)
|
Chairman
(retired May 30, 2010)
|
63
|
Donald
Macleod (2)
|
Chairman,
President and Chief Executive Officer (effective May 31,
2010)
|
61
|
Lewis
Chew (3)
|
Senior
Vice President, Finance and Chief Financial Officer
|
47
|
Todd
M. DuChene (4)
|
Senior
Vice President, General Counsel and Secretary
|
46
|
Detlev
J. Kunz (5)
|
Senior
Vice President, Product Group
|
59
|
Chue
Siak “C.S.” Liu (6)
|
Senior
Vice President, Worldwide Manufacturing
|
58
|
Suneil
V. Parulekar (7)
|
Senior
Vice President, Worldwide Marketing and Sales
|
62
|
Michael
Polacek (8)
|
Senior
Vice President, Key Market Segments and Business
Development
|
46
|
Jamie
E. Samath (9)*
|
Vice
President and Corporate Controller
|
39
|
Edward
J. Sweeney (10)
|
Senior
Vice President, Human Resources
|
53
|
Visamohan
“Mohan” Yegnashankaran (11)
|
Senior
Vice President, Worldwide Technology Development
|
64
|
(1)
|
Mr. Halla
was Chairman of the Board and Chief Executive Officer from May 1996 until
his retirement as Chief Executive Officer on November 30, 2009 and as
Chairman on May 30, 2010. Mr. Halla is no longer employed with National.
Prior to that, Mr. Halla had held positions at LSI Corporation as
Executive Vice President, LSI Logic Products; Senior Vice President and
General Manager, Microprocessor/DSP Products Group; and Vice President and
General Manager, Microprocessor Products
Group.
|
|
(2)
|
Mr.
Macleod is currently Chairman, President and Chief Executive Officer of
National. Mr. Macleod served as President and Chief Operating Officer from
June 2005 until he was named President and Chief Executive Officer in
November 2009. Mr. Macleod also became National’s Chairman on May 31,
2010. Mr. Macleod was Chief Operating Officer from April 2001 to June
2005. From February 1978 to April 2001, Mr. Macleod held positions as
Executive Vice President, Finance and Chief Financial Officer; Senior Vice
President, Finance and Chief Financial Officer; Vice President and General
Manager, Volume Products—Europe and Director of Finance and Management
Services—Europe.
|
(3)
|
Mr.
Chew has been National’s Senior Vice President, Finance and Chief
Financial Officer since June 2001. Prior to that, Mr. Chew
served as Vice President, Corporate Controller from December 1998 to April
2001. Mr. Chew joined National in May
1997.
|
(4)
|
Mr. DuChene
has been Senior Vice President, General Counsel and Secretary since he
joined National in January 2008. Prior to joining National, Mr. DuChene
was Executive Vice President, General Counsel and Secretary of Solectron
Corporation, a global electronics manufacturing company, from 2005 to 2007
and as Senior Vice President, Corporate Development, Chief Legal Officer
and Secretary of Fisher Scientific International Inc. from 1996 to 2005.
Prior to that Mr. DuChene was Senior Vice President, General Counsel and
Secretary of OfficeMax, Inc.
|
(5)
|
Mr.
Kunz has been Senior Vice President, Product Group since October
2008. Prior to that Mr. Kunz served as Senior Vice President,
Power Management Group from May 2005 to October 2008; Senior Vice
President, Worldwide Marketing and Sales from July 2001 to May 2005; and
Vice President, Europe from January 2000 to July 2001. Mr. Kunz
began his career with National in July
1981.
|
(6)
|
Mr.
Liu has been the Senior Vice President, Worldwide Manufacturing Operations
since May 2005. Prior to that time, Mr. Liu served as Vice
President and Managing Director for National’s test and assembly facility
in Melaka, Malaysia from August 1996 to May 2005. Mr. Liu began
his career at National in 1976.
|
|
(7)
|
Mr.
Parulekar has been Senior Vice President, Worldwide Marketing and Sales
since October 2008. From April 2001 to October 2008, Mr. Parulekar was
Senior Vice President of the Analog Signal Path Group. Prior to
that, Mr. Parulekar served as Vice President of the Amplifier and Audio
Products Group. Mr. Parulekar began his career at National in
January 1989.
|
(8)
|
Mr.
Polacek has been Senior Vice President, Key Market Segments and Business
Development since October 2008. Prior to that, Mr. Polacek
served as Vice President, Amplifiers Group from December 2006 to October
2008; Vice President, Audio Products from August 2004 to December 2006;
Vice President, Imaging from August 2003 to August 2004; and Vice
President, Information Appliances from March 1999 to August
2003. Mr. Polacek joined National in June
1992.
|
|
(9)
|
Mr.
Samath has been Vice President and Corporate Controller since May 31,
2010. From June 2005 to May 31, 2010, Mr. Samath was Corporate Controller.
Prior to that Mr. Samath held the position of Director of Finance, Central
Technology and Manufacturing Group, from May 2001 to June 2005. Mr. Samath
began his career at National in February
1991.
|
(10)
|
Mr.
Sweeney has been Senior Vice President, Worldwide Human Resources since
May 2002. Prior to that, Mr. Sweeney was Vice President,
Human Resources for Vitria Technology from May 2000 to May 2002 and Vice
President, Human Resources for Candescent Technologies, Inc. from August
1998 to May 2000. Previously, from August 1994 to August 1998,
Mr. Sweeney held positions with National as Vice President of Human
Resources, Central Manufacturing Technology Group and Vice President of
Human Resources, Analog Products Group. Mr. Sweeney first
began his career with National in
1983.
|
(11)
|
Mr.
Yegnashankaran has been Senior Vice President, Technology Research since
January 2010. From May 2005 to January 2010, Mr. Yegnashankaran was Senior
Vice President, Worldwide Technology Development. Prior to that, from June
1996 to May 2005, Mr. Yegnashankaran served as Vice President, Worldwide
Manufacturing Product Development/Engineering. Mr. Yegnashankaran joined
National in June 1996.
|
May
29,
2005
|
May
28,
2006
|
May
27,
2007
|
May
25,
2008
|
May
31,
2009
|
May
30,
2010
|
||||||||
National
Semiconductor Corp.
|
$
|
100.00
|
$
|
127.49
|
$
|
130.57
|
$
|
103.67
|
$
|
71.57
|
$
|
74.07
|
|
S&P
500 Index
|
100.00
|
108.84
|
131.30
|
121.55
|
83.42
|
100.93
|
|||||||
S&P
500 Semiconductor Industry Index
|
100.00
|
91.13
|
99.46
|
96.83
|
66.48
|
90.73
|
Period
|
Total
Number
Shares
Purchased (1)
|
Average
Price
Paid
per Share
|
Total
Number of
Shares
Purchased as
Part
of Publicly
Announced
Plans or
Programs
|
Approximate
Dollar
Value
of Shares that
May
Yet Be Purchased
Under
the Plans or
Programs
(2)
|
Month
# 1
March
1, 2010 –
March
28, 2010
|
4,828
|
$14.40
|
-
|
$
127 million
|
Month
# 2
March
29, 2010 –
April
28, 2010
|
30,828
|
$15.21
|
-
|
$
127 million
|
Month
# 3
April
29, 2010 –
May
30, 2010
|
4,038
|
$14.13
|
-
|
$
127 million
|
Total
|
39,694
|
-
|
Years
Ended
(In
Millions, Except Per Share Amounts and Employee Figures)
|
May
30,
2010
|
May
31,
2009
|
May
25,
2008
|
May
27,
2007
|
May
28,
2006
|
||||||||||||
OPERATING
RESULTS
|
|||||||||||||||||
Net
sales
|
$
|
1,419.4
|
$
|
1,460.4
|
$
|
1,885.9
|
$
|
1,929.9
|
$
|
2,158.1
|
|||||||
Cost
of sales
|
484.2
|
544.1
|
671.5
|
757.7
|
885.4
|
||||||||||||
Gross
margin
|
935.2
|
916.3
|
1,214.4
|
1,172.2
|
1,272.7
|
||||||||||||
Operating
expenses
|
609.4
|
733.1
|
705.3
|
682.5
|
607.2
|
||||||||||||
Operating
income
|
325.8
|
183.2
|
509.1
|
489.7
|
665.5
|
||||||||||||
Interest
(expense) income, net
|
(58.5
|
)
|
(62.3
|
)
|
(51.7
|
)
|
38.9
|
31.8
|
|||||||||
Other
non-operating (expense) income, net
|
1.3
|
(7.3
|
)
|
(6.2
|
)
|
2.0
|
(2.1
|
)
|
|||||||||
Income
before income taxes
|
268.6
|
113.6
|
451.2
|
530.6
|
695.2
|
||||||||||||
Income
tax expense
|
59.4
|
40.3
|
118.9
|
155.3
|
246.0
|
||||||||||||
Net
income
|
$
|
209.2
|
$
|
73.3
|
$
|
332.3
|
$
|
375.3
|
$
|
449.2
|
|||||||
EARNINGS
PER SHARE
|
|||||||||||||||||
Net
income:
|
|||||||||||||||||
Basic
|
$
|
0.88
|
$
|
0.32
|
$
|
1.31
|
$
|
1.17
|
$
|
1.32
|
|||||||
Diluted
|
$
|
0.87
|
$
|
0.31
|
$
|
1.26
|
$
|
1.12
|
$
|
1.26
|
|||||||
Weighted-average
common and potential common shares outstanding:
|
|||||||||||||||||
Basic
|
236.4
|
229.1
|
252.8
|
319.5
|
339.8
|
||||||||||||
Diluted
|
241.3
|
235.1
|
264.3
|
334.2
|
357.0
|
||||||||||||
FINANCIAL
POSITION AT YEAR-END
|
|||||||||||||||||
Working
capital
|
$
|
922.5
|
$
|
811.6
|
$
|
863.0
|
$
|
991.5
|
$
|
1,143.0
|
|||||||
Total
assets
|
$
|
2,274.8
|
$
|
1,963.3
|
$
|
2,149.1
|
$
|
2,246.8
|
$
|
2,552.6
|
|||||||
Long-term
debt
|
$
|
1,001.0
|
$
|
1,227.4
|
$
|
1,414.8
|
$
|
20.6
|
$
|
21.1
|
|||||||
Total
debt
|
$
|
1,277.5
|
$
|
1,289.9
|
$
|
1,477.3
|
$
|
20.6
|
$
|
21.1
|
|||||||
Shareholders’
equity
|
$
|
425.9
|
$
|
177.0
|
$
|
196.9
|
$
|
1,768.5
|
$
|
1,967.6
|
|||||||
OTHER
DATA
|
|||||||||||||||||
Research
and development
|
$
|
272.7
|
$
|
306.0
|
$
|
363.0
|
$
|
363.7
|
$
|
326.6
|
|||||||
Capital
additions
|
$
|
43.3
|
$
|
83.7
|
$
|
111.3
|
$
|
106.6
|
$
|
163.3
|
|||||||
Cash
dividends declared and paid
|
$
|
75.7
|
$
|
64.4
|
$
|
50.6
|
$
|
45.1
|
$
|
34.2
|
|||||||
Number
of employees (in thousands)
|
5.8
|
5.8
|
7.3
|
7.6
|
8.5
|
·
|
growing
our core revenues by marketing our extensive portfolio of general purpose
analog products to a broad base of customers utilizing our established
distribution channels and industry leading design
tools;
|
·
|
identifying
and understanding the complex application specific system problems
addressable by analog innovation;
|
·
|
providing
energy efficient, analog-intensive solutions that enable customers to
differentiate their products while reducing the power consumption of their
systems;
|
·
|
targeting
our analog solutions towards emerging areas or applications that can
provide further growth on top of our core business (current examples would
include LED lighting, renewable energy, portable medical, communications
infrastructure and personal mobile devices);
|
·
|
consistently
delivering competitive products with superior quality and supply chain
execution to our customers, and
|
·
|
consistently
delivering superior returns on invested capital to our
shareholders.
|
|
Critical
Accounting Policies and Estimates
|
|
a)
|
Revenue
Recognition
|
|
b)
|
Valuation
of Inventories
|
|
c)
|
Impairment
of Goodwill, Intangible Assets and Other Long-lived
Assets
|
·
|
significant
decrease in the market value of an asset;
|
·
|
significant
changes in the extent or manner for which the asset is being used or in
its physical condition;
|
·
|
significant
change, delay or departure in our business strategy related to the
asset;
|
·
|
significant
negative changes in the business climate, industry or economic conditions;
and
|
·
|
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.
|
|
d)
|
Income
Taxes
|
|
e)
|
Share-based
Compensation
|
|
Overview
|
Years
Ended:
(In
Millions)
|
May
30, 2010
|
%
Change
|
May
31, 2009
|
%
Change
|
May
25, 2008
|
|||||||||
Net
sales
|
$
|
1,419.4
|
(2.8%
|
)
|
$
|
1,460.4
|
(22.6%
|
)
|
$
|
1,885.9
|
||||
Operating
income
|
$
|
325.8
|
$
|
183.2
|
$
|
509.1
|
||||||||
As
a % of net sales
|
23.0
|
%
|
12.5
|
%
|
27.0
|
%
|
||||||||
Net
income
|
$
|
209.2
|
$
|
73.3
|
$
|
332.3
|
||||||||
As
a % of net sales
|
14.7
|
%
|
5.0
|
%
|
17.6
|
%
|
|
Share-based
Compensation Expense
|
|
Net
Sales
|
Years
Ended:
(In
Millions)
|
May
30, 2010
|
%
Change
|
May
31, 2009
|
%
Change
|
May
25, 2008
|
|||||||||
Analog
segment
|
$
|
1,329.1
|
(0.4%
|
)
|
$
|
1,334.9
|
(21.3%
|
)
|
$
|
1,695.9
|
||||
As
a % of net sales
|
93.6
|
%
|
91.4
|
%
|
89.9
|
%
|
||||||||
All
others
|
$
|
90.3
|
(28.0%
|
)
|
$
|
125.5
|
(33.9%
|
)
|
$
|
190.0
|
||||
As
a % of net sales
|
6.4
|
%
|
8.6
|
%
|
10.1
|
%
|
||||||||
Total
net sales
|
$
|
1,419.4
|
$
|
1,460.4
|
$
|
1,885.9
|
||||||||
100
|
%
|
100
|
%
|
100
|
%
|
|
Gross
Margin
|
Years
Ended:
(In
Millions)
|
May
30, 2010
|
%
Change
|
May
31, 2009
|
%
Change
|
May
25, 2008
|
|||||||||
Net
sales
|
$
|
1,419.4
|
(2.8
%
|
)
|
$
|
1,460.4
|
(22.6%
|
)
|
$
|
1,885.9
|
||||
Cost
of sales
|
484.2
|
(11.0
%
|
)
|
544.1
|
(19.0%
|
)
|
671.5
|
|||||||
Gross
margin
|
$
|
935.2
|
$
|
916.3
|
$
|
1,214.4
|
||||||||
As
a % of net sales
|
65.9
|
%
|
62.7
|
%
|
64.4
|
%
|
|
Research
and Development
|
Years
Ended:
(In
Millions)
|
May
30, 2010
|
%
Change
|
May
31, 2009
|
%
Change
|
May
25, 2008
|
|||||||||
Research
and development
|
$
|
272.7
|
(10.9
%
|
)
|
$
|
306.0
|
(15.7%
|
)
|
$
|
363.0
|
||||
As
a % of net sales
|
19.2
|
%
|
21.0
|
%
|
19.2
|
%
|
|
Selling,
General and Administrative
|
Years
Ended:
(In
Millions)
|
May
30, 2010
|
%
Change
|
May
31, 2009
|
%
Change
|
May
25, 2008
|
|||||||||
Selling,
general and administrative
|
$
|
317.0
|
12.0%
|
$
|
283.0
|
(10.3%
|
)
|
$
|
315.5
|
|||||
As
a % of net sales
|
22.3
|
%
|
19.4
|
%
|
16.7
|
%
|
|
Charge
for Acquired In-Process Research and
Development
|
Years
Ended:
(In
Millions)
|
May
30, 2010
|
May
31, 2009
|
May
25, 2008
|
|||||||||||
Interest
income
|
$
|
1.8
|
$
|
10.4
|
$
|
33.8
|
|
Interest
Expense
|
Years
Ended:
(In
Millions)
|
May
30, 2010
|
May
31, 2009
|
May
25, 2008
|
|||||||||||
Interest
expense
|
$
|
60.3
|
$
|
72.7
|
$
|
85.5
|
|
Other
Non-Operating Income (Expense), Net
|
Years
Ended:
(In
Millions)
|
May
30, 2010
|
May
31, 2009
|
May
25, 2008
|
|||||||||||
Gain
(loss) on investments
|
$
|
5.6
|
$
|
(7.3
|
)
|
$
|
(6.0
|
)
|
||||||
Loss
on extinguishment of debt
|
(2.1
|
)
|
-
|
-
|
||||||||||
Net
loss on derivative instruments in fair value hedge
|
(2.2
|
)
|
-
|
-
|
||||||||||
Charitable
contribution
|
-
|
-
|
(0.2
|
)
|
||||||||||
Total
other non-operating income (expense), net
|
$
|
1.3
|
$
|
(7.3
|
)
|
$
|
(6.2
|
)
|
Years
Ended:
(In
Millions)
|
May
30, 2010
|
May
31, 2009
|
May
25, 2008
|
|||||||||||
Income
tax expense
|
$
|
59.4
|
$
|
40.3
|
$
|
118.9
|
||||||||
Effective
tax rate
|
22.1
|
%
|
35.5
|
%
|
26.4
|
%
|
Years
Ended:
(In
Millions)
|
May
30, 2010
|
May
31, 2009
|
May
25, 2008
|
|||||||
Net
cash provided by operating activities
|
$
|
402.9
|
$
|
360.8
|
$
|
644.3
|
||||
Net
cash used in investing activities
|
(41.7
|
)
|
(81.7
|
)
|
(102.0
|
)
|
||||
Net
cash used in financing activities
|
(34.5
|
)
|
(315.6
|
)
|
(634.1
|
)
|
||||
Net
change in cash and cash equivalents
|
$
|
326.7
|
$
|
(36.5
|
)
|
$
|
(91.8
|
)
|
Payments
due by period:
|
|||||||||||||||
(In
Millions)
|
Total
|
Less
than
1
Year
|
1 –
3
Years
|
3
– 5
Years
|
More
than
5
Years
|
||||||||||
Contractual
obligations:
|
|||||||||||||||
Long-term
debt
|
$
|
1,277.5
|
$
|
276.5
|
$
|
375.0
|
$
|
251.0
|
$
|
375.0
|
|||||
Operating
lease obligations:
|
|||||||||||||||
Non-cancelable
operating leases
|
35.5
|
15.0
|
12.8
|
5.7
|
2.0
|
||||||||||
Purchase
obligations:
|
|||||||||||||||
CAD
software licensing agreements
|
7.4
|
7.4
|
-
|
-
|
-
|
||||||||||
Other
software licensing agreements
|
1.3
|
1.3
|
-
|
-
|
-
|
||||||||||
Industrial
gas contracts
|
6.0
|
0.5
|
1.0
|
1.0
|
3.5
|
||||||||||
Other
purchase obligations
|
19.9
|
7.1
|
8.4
|
4.4
|
-
|
||||||||||
Total
|
$
|
1,347.6
|
$
|
307.8
|
$
|
397.2
|
$
|
262.1
|
$
|
380.5
|
|||||
Commercial
commitments:
Standby
letters of credit under bank multicurrency
agreement
|
$
|
3.4
|
$
|
3.4
|
$
|
-
|
$
|
-
|
$
|
-
|
Page
|
||
Financial Statements of National Semiconductor
Corporation and Subsidiaries:
|
||
Consolidated
Balance Sheets at May 30, 2010 and May 31, 2009
|
42
|
|
Consolidated
Statements of Income for each of the years in the three-year period ended
May
30, 2010
|
43
|
|
Consolidated
Statements of Comprehensive Income for each of the years in the three-year
period ended May 30, 2010
|
44
|
|
Consolidated
Statements of Shareholders’ Equity for each of the years in the three-year
period ended May 30, 2010
|
45
|
|
Consolidated
Statements of Cash Flows for each of the years in the three-year period
ended May 30, 2010
|
46
|
|
Notes
to Consolidated Financial Statements
|
47
|
|
Reports
of Independent Registered Public Accounting Firm
|
85
|
|
Financial Statement
Schedule:
|
||
Schedule
II -- Valuation and Qualifying Accounts for each of the years in the
three-year period ended May 30, 2010
|
93
|
|
May
30,
|
May
31,
|
|||||
(In
Millions, Except Share Amounts)
|
2010
|
2009
|
||||
ASSETS
|
||||||
Current
assets:
|
||||||
Cash
and cash equivalents
|
$
|
1,027.0
|
$
|
700.3
|
||
Receivables,
less allowances of $30.0 in 2010 and $18.7 in 2009
|
98.2
|
71.7
|
||||
Inventories
|
118.6
|
134.6
|
||||
Deferred
tax assets
|
70.3
|
72.6
|
||||
Other
current assets
|
156.8
|
108.0
|
||||
Total
current assets
|
1,470.9
|
1,087.2
|
||||
Property,
plant and equipment, net
|
390.1
|
461.8
|
||||
Goodwill
|
66.1
|
61.5
|
||||
Deferred
tax assets, net
|
245.5
|
251.5
|
||||
Other
assets
|
102.2
|
101.3
|
||||
Total
assets
|
$
|
2,274.8
|
$
|
1,963.3
|
||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
||||||
Current
liabilities:
|
||||||
Current
portion of long-term debt
|
$
|
276.5
|
$
|
62.5
|
||
Accounts
payable
|
49.8
|
40.3
|
||||
Accrued
expenses
|
204.5
|
144.6
|
||||
Income
taxes payable
|
17.6
|
28.2
|
||||
Total
current liabilities
|
548.4
|
275.6
|
||||
Long-term
debt
|
1,001.0
|
1,227.4
|
||||
Long-term
income taxes payable
|
175.3
|
162.6
|
||||
Other
non-current liabilities
|
124.2
|
120.7
|
||||
Total
liabilities
|
1,848.9
|
1,786.3
|
||||
Commitments
and contingencies
|
||||||
Shareholders’
equity:
|
||||||
Preferred
stock of $0.50 par value. Authorized 1,000,000 shares.
|
-
|
-
|
||||
Common
stock of $0.50 par value. Authorized 850,000,000 shares.
|
||||||
Issued
and outstanding 239,071,512 in 2010 and 232,605,355 in
2009
|
119.5
|
116.3
|
||||
Additional
paid-in-capital
|
188.3
|
67.6
|
||||
Retained
earnings
|
250.3
|
116.8
|
||||
Accumulated
other comprehensive loss
|
(132.2
|
)
|
(123.7
|
)
|
||
Total
shareholders’ equity
|
425.9
|
177.0
|
||||
Total
liabilities and shareholders’ equity
|
$
|
2,274.8
|
$
|
1,963.3
|
Years
Ended
|
May
30,
|
May
31,
|
May
25,
|
||||||||
(In
Millions, Except Per Share Amounts)
|
2010
|
2009
|
2008
|
||||||||
Net
sales
|
$
|
1,419.4
|
$
|
1,460.4
|
$
|
1,885.9
|
|||||
Cost
of sales
|
484.2
|
544.1
|
671.5
|
||||||||
Gross
margin
|
935.2
|
916.3
|
1,214.4
|
||||||||
Research
and development
|
272.7
|
306.0
|
363.0
|
||||||||
Selling,
general and administrative
|
317.0
|
283.0
|
315.5
|
||||||||
Severance
and restructuring expenses
|
20.1
|
143.9
|
27.2
|
||||||||
In-process
research and development charge
|
-
|
2.9
|
-
|
||||||||
Other
operating income, net
|
(0.4
|
)
|
(2.7
|
)
|
(0.4
|
)
|
|||||
Operating
expenses
|
609.4
|
733.1
|
705.3
|
||||||||
Operating
income
|
325.8
|
183.2
|
509.1
|
||||||||
Interest
income
|
1.8
|
10.4
|
33.8
|
||||||||
Interest
expense
|
(60.3
|
)
|
(72.7
|
)
|
(85.5
|
)
|
|||||
Other
non-operating income (expense), net
|
1.3
|
(7.3
|
)
|
(6.2
|
)
|
||||||
Income
before income taxes
|
268.6
|
113.6
|
451.2
|
||||||||
Income
tax expense
|
59.4
|
40.3
|
118.9
|
||||||||
Net
income
|
$
|
209.2
|
$
|
73.3
|
$
|
332.3
|
|||||
Earnings
per share:
|
|||||||||||
Basic
|
$
|
0.88
|
$
|
0.32
|
$
|
1.31
|
|||||
Diluted
|
$
|
0.87
|
$
|
0.31
|
$
|
1.26
|
|||||
Weighted-average
common and potential common shares outstanding:
|
|||||||||||
Basic
|
236.4
|
229.1
|
252.8
|
||||||||
Diluted
|
241.3
|
235.1
|
264.3
|
Years
Ended
|
May
30,
|
May
31,
|
May
25,
|
||||||||
(In
Millions)
|
2010
|
2009
|
2008
|
||||||||
Net
income
|
$
|
209.2
|
$
|
73.3
|
$
|
332.3
|
|||||
Other
comprehensive (loss) income, net of tax:
|
|||||||||||
Defined
benefit pension plans:
|
|||||||||||
Reclassification
adjustment for the amortization of transition
asset
included in net periodic pension cost
|
(0.1
|
)
|
(0.2
|
)
|
(0.1
|
)
|
|||||
Recognition
of actuarial (loss) gain arising during the period
|
(8.3
|
)
|
(36.5
|
)
|
27.4
|
||||||
Plan
settlement
|
-
|
-
|
(0.4
|
)
|
|||||||
Retirement
health plan:
|
|||||||||||
Recognition
of prior service costs upon implementation of new plan
|
(0.2
|
)
|
-
|
||||||||
Recognition
of actuarial loss arising during the period
|
(0.1
|
)
|
-
|
-
|
|||||||
Derivative
instruments:
|
|||||||||||
Unrealized
gain on cash flow hedges
|
-
|
-
|
0.1
|
||||||||
Other
comprehensive (loss) income
|
(8.5
|
)
|
(36.9
|
)
|
27.0
|
||||||
Comprehensive
income
|
$
|
200.7
|
$
|
36.4
|
$
|
359.3
|
(((In
Millions, Except Per Share Amount)
|
Common
Stock
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Loss
|
Total
|
|||||||||||||||
Shares
|
Par
Value
|
Additional
Paid-In Capital
|
|||||||||||||||||
Balance
at May 27, 2007
|
310.3
|
$
|
155.1
|
$
|
-
|
$
|
1,727.2
|
$
|
(113.8
|
)
|
$
|
1,768.5
|
|||||||
Cumulative
effect adjustment upon the adoption of new accounting
|
|||||||||||||||||||
standards
for uncertain income tax positions
|
-
|
-
|
-
|
37.1
|
-
|
37.1
|
|||||||||||||
Net
income
|
-
|
-
|
-
|
332.3
|
-
|
332.3
|
|||||||||||||
Cash
dividend declared and paid ($0.20 per share)
|
-
|
-
|
-
|
(50.6
|
)
|
-
|
(50.6
|
)
|
|||||||||||
Issuance
of common stock under option and purchase plans
|
7.6
|
3.9
|
99.8
|
-
|
-
|
103.7
|
|||||||||||||
Issuance
of stock under Executive Officer Equity Plan
|
1.0
|
0.5
|
(0.5
|
)
|
-
|
-
|
-
|
||||||||||||
Cancellation
of restricted stock
|
(0.4
|
)
|
(0.2
|
)
|
(14.4
|
)
|
-
|
-
|
(14.6
|
)
|
|||||||||
Share-based
compensation cost
|
-
|
-
|
89.4
|
-
|
-
|
89.4
|
|||||||||||||
Tax
benefit associated with stock options
|
-
|
-
|
27.6
|
-
|
-
|
27.6
|
|||||||||||||
Purchase
and retirement of treasury stock
|
(85.9
|
)
|
(43.0
|
)
|
(201.
9
|
)
|
(1,878.6
|
)
|
-
|
(2,123.5
|
)
|
||||||||
Other
comprehensive income
|
-
|
-
|
-
|
-
|
27.0
|
27.0
|
|||||||||||||
Balance
at May 25, 2008
|
232.6
|
116.3
|
-
|
167.4
|
(86.8
|
)
|
196.9
|
||||||||||||
Effect
upon the adoption of new accounting standards for change
in
|
|||||||||||||||||||
defined benefit plan measurement date, net of tax
|
-
|
-
|
-
|
(0.6
|
)
|
-
|
(0.6
|
)
|
|||||||||||
Net
income
|
-
|
-
|
-
|
73.3
|
-
|
73.3
|
|||||||||||||
Cash
dividend declared and paid ($0.28 per share)
|
-
|
-
|
-
|
(64.4
|
)
|
-
|
(64.4
|
)
|
|||||||||||
Issuance
of common stock under option and purchase plans
|
6.2
|
3.1
|
59.1
|
-
|
-
|
62.2
|
|||||||||||||
Cancellation
of restricted stock
|
-
|
-
|
(0.4
|
)
|
-
|
-
|
(0.4
|
)
|
|||||||||||
Share-based
compensation cost
|
-
|
-
|
67.2
|
-
|
-
|
67.2
|
|||||||||||||
Tax
benefit associated with stock options
|
-
|
-
|
8.1
|
-
|
-
|
8.1
|
|||||||||||||
Purchase
and retirement of treasury stock
|
(6.2
|
)
|
(3.1
|
)
|
(66.4
|
)
|
(58.9
|
)
|
-
|
(128.4
|
)
|
||||||||
Other
comprehensive income
|
-
|
-
|
-
|
-
|
(36.9
|
)
|
(36.9
|
)
|
|||||||||||
Balance
at May 31, 2009
|
232.6
|
116.3
|
67.6
|
116.8
|
(123.7
|
)
|
177.0
|
||||||||||||
Net
income
|
-
|
-
|
-
|
209.2
|
-
|
209.2
|
|||||||||||||
Cash
dividend declared and paid ($0.32 per share)
|
-
|
-
|
-
|
(75.7
|
)
|
-
|
(75.7
|
)
|
|||||||||||
Issuance
of common stock under option and purchase plans
|
6.3
|
3.2
|
65.9
|
-
|
-
|
69.1
|
|||||||||||||
Issuance
of stock under Executive Officer Equity Plan
|
0.3
|
0.1
|
(0.1
|
)
|
-
|
-
|
-
|
||||||||||||
Cancellation
of restricted stock
|
(0.1
|
)
|
(0.1
|
)
|
(1.9
|
)
|
-
|
-
|
(2.0
|
)
|
|||||||||
Share-based
compensation cost
|
-
|
-
|
64.9
|
-
|
-
|
64.9
|
|||||||||||||
Tax
deficiency associated with stock options
|
-
|
-
|
(6.8
|
)
|
-
|
-
|
(6.8
|
)
|
|||||||||||
Stock
option exchange program
|
-
|
-
|
(1.3
|
)
|
-
|
-
|
(1.3
|
)
|
|||||||||||
Other
comprehensive income
|
-
|
-
|
-
|
-
|
(8.5
|
)
|
(8.5
|
)
|
|||||||||||
Balance
at May 30, 2010
|
239.1
|
$
|
119.5
|
$
|
188.3
|
$
|
250.3
|
$
|
(132.2
|
)
|
$
|
425.9
|
(In
Millions)
|
May
30,
2010
|
May
31,
2009
|
May
25,
2008
|
|||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net
income
|
$
|
209.2
|
$
|
73.3
|
$
|
332.3
|
||||||
Adjustments
to reconcile net income with net cash
|
||||||||||||
provided
by operating activities:
|
||||||||||||
Depreciation
and amortization
|
94.5
|
119.8
|
132.7
|
|||||||||
Share-based
compensation expense
|
65.4
|
67.7
|
89.7
|
|||||||||
Excess
tax benefit from share-based payment arrangements
|
(0.3
|
)
|
(5.0
|
)
|
(17.0
|
)
|
||||||
Tax
(deficiency) benefit associated with stock options
|
(6.8
|
)
|
8.1
|
27.6
|
||||||||
Deferred
tax provision
|
12.9
|
21.2
|
5.1
|
|||||||||
(Gain)
loss on investments
|
(5.6
|
)
|
7.3
|
6.0
|
||||||||
Loss
(gain) on disposal of equipment
|
0.9
|
(0.1
|
)
|
0.2
|
||||||||
(Recovery)
impairment of equipment and other assets
|
(1.2
|
)
|
55.1
|
4.5
|
||||||||
Non-cash
restructuring recovery
|
(8.3
|
)
|
(1.5
|
)
|
(1.5
|
)
|
||||||
In-process
research and development charge
|
-
|
2.9
|
-
|
|||||||||
Loss
on extinguishment of debt
|
2.1
|
-
|
-
|
|||||||||
Other,
net
|
4.7
|
0.7
|
4.0
|
|||||||||
Changes
in certain assets and liabilities, net:
|
||||||||||||
Receivables
|
(28.2
|
)
|
65.2
|
13.3
|
||||||||
Inventories
|
15.7
|
13.5
|
27.1
|
|||||||||
Other
current assets
|
(23.1
|
)
|
2.9
|
23.3
|
||||||||
Accounts
payable and accrued expenses
|
59.9
|
(35.7
|
)
|
46.0
|
||||||||
Current
and deferred income taxes
|
1.7
|
(8.5
|
)
|
(18.4
|
)
|
|||||||
Other
non-current liabilities
|
9.4
|
(26.1
|
)
|
(30.6
|
)
|
|||||||
Net
cash provided by operating activities
|
402.9
|
360.8
|
644.3
|
|||||||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
Purchase
of property, plant and equipment
|
(43.3
|
)
|
(83.7
|
)
|
(111.3
|
)
|
||||||
Sale
of equipment
|
3.1
|
1.1
|
16.6
|
|||||||||
Business
acquisition, net of cash acquired
|
(4.8
|
)
|
(4.5
|
)
|
-
|
|||||||
Funding
of benefit plan
|
(1.6
|
)
|
(6.4
|
)
|
(5.4
|
)
|
||||||
Redemption
and realized net losses (gains) of benefit plan
|
7.5
|
11.6
|
(0.2
|
)
|
||||||||
Other,
net
|
(2.6
|
)
|
0.2
|
(1.7
|
)
|
|||||||
Net
cash used in investing activities
|
(41.7
|
)
|
(81.7
|
)
|
(102.0
|
)
|
||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Proceeds
from unsecured senior notes, net of issuance costs of $2.4 in fiscal 2010
and $7.1 in fiscal 2008
|
244.9
|
-
|
992.9
|
|||||||||
Proceeds
from bank borrowings, net of issuance costs of $3.5
|
-
|
-
|
1,996.5
|
|||||||||
Repayment
of bank borrowings
|
(265.6
|
)
|
(187.6
|
)
|
(1,546.8
|
)
|
||||||
Payment
on software license obligations
|
(6.3
|
)
|
-
|
(8.7
|
)
|
|||||||
Excess
tax benefit from share-based payment arrangements
|
0.3
|
5.0
|
17.0
|
|||||||||
Issuance
of common stock
|
71.2
|
60.2
|
103.7
|
|||||||||
Payroll
taxes paid on behalf of employees
|
(2.0
|
)
|
(0.4
|
)
|
(14.6
|
)
|
||||||
Purchase
and retirement of treasury stock
|
-
|
(128.4
|
)
|
(2,123.5
|
)
|
|||||||
Cash
payments in connection with stock option exchange program
|
(1.3
|
)
|
-
|
-
|
||||||||
Cash
dividends declared and paid
|
(75.7
|
)
|
(64.4
|
)
|
(50.6
|
)
|
||||||
Net
cash used in financing activities
|
(34.5
|
)
|
(315.6
|
)
|
(634.1
|
)
|
||||||
Net
change in cash and cash equivalents
|
326.7
|
(36.5
|
)
|
(91.8
|
)
|
|||||||
Cash
and cash equivalents at beginning of year
|
700.3
|
736.8
|
828.6
|
|||||||||
Cash
and cash equivalents at end of year
|
$
|
1,027.0
|
$
|
700.3
|
$
|
736.8
|
·
|
Allowances involving pricing
and volume. We refer to this as the “contract sales debit”
program.
|
·
|
Allowance for inventory
scrap. We refer to this as the “scrap allowance”
program.
|
(In
Millions, Except Exercise Prices)
|
2010
|
2009
|
2008
|
Weighted-average
common shares outstanding used
|
|||
for
basic earnings per share
|
236.4
|
229.1
|
252.8
|
Effect
of dilutive securities:
|
|||
Stock
options, restricted stock and restricted stock units
|
4.9
|
6.0
|
11.5
|
Weighted-average
common and potential common shares
|
|||
outstanding
used for diluted earnings per share
|
241.3
|
235.1
|
264.3
|
Anti-dilutive
common equivalent shares:
|
|||
Stock
options:
|
|||
Number
of shares
|
34.1
|
41.9
|
23.0
|
Weighted-average
exercise price
|
$21.68
|
$23.25
|
$27.26
|
(In
Millions, Except Per Share Amounts)
|
2010
|
2009
|
2008
|
||||||||
Cost
of sales:
|
|||||||||||
Gross
compensation
|
$
|
9.8
|
$
|
15.5
|
$
|
19.8
|
|||||
Capitalized
in inventory during the period
|
(7.8
|
)
|
(13.0
|
)
|
(16.0
|
)
|
|||||
Realized
from inventory during the period
|
8.3
|
13.5
|
16.3
|
||||||||
10.3
|
16.0
|
20.1
|
|||||||||
Research
and development
|
17.8
|
24.3
|
27.3
|
||||||||
Selling,
general and administrative
|
45.7
|
30.6
|
42.3
|
||||||||
Total
share-based compensation included in income before taxes
|
73.8
|
70.9
|
89.7
|
||||||||
Income
tax benefit
|
(23.5
|
)
|
(21.0
|
)
|
(26.7
|
)
|
|||||
Total
share-based compensation, net of tax, included in net
income
|
$
|
50.3
|
$
|
49.9
|
$
|
63.0
|
|||||
Share-based
compensation effects on earnings per share:
|
|||||||||||
Basic
|
$
|
0.21
|
$
|
0.22
|
$
|
0.25
|
|||||
Diluted
|
$
|
0.21
|
$
|
0.21
|
$
|
0.24
|
|||||
Share-based
compensation capitalized in inventory
|
$
|
1.0
|
$
|
1.5
|
$
|
2.0
|
|||||
Total
gross share-based compensation
|
$
|
73.3
|
$
|
70.4
|
$
|
89.4
|
2010
|
2009
|
2008
|
|||||||
Stock
Option Plan:
|
|||||||||
Expected
life (in years)
|
3.8
|
3.7
|
4.1
|
||||||
Expected
volatility
|
45
|
%
|
45
|
%
|
33
|
%
|
|||
Risk-free
interest rate
|
1.9
|
%
|
2.4
|
%
|
4.6
|
%
|
|||
Dividend
yield
|
2.3
|
%
|
1.4
|
%
|
0.6
|
%
|
|||
Stock
Purchase Plan:
|
|||||||||
Expected
life (in years)
|
0.8
|
0.7
|
0.7
|
||||||
Expected
volatility
|
42
|
%
|
39
|
%
|
35
|
%
|
|||
Risk-free
interest rate
|
0.3
|
%
|
1.8
|
%
|
3.5
|
%
|
|||
Dividend
yield
|
2.3
|
%
|
1.4
|
%
|
0.8
|
%
|
2010
|
2009
|
|||||||||||||||
Executive
Officer Retention Awards:
|
||||||||||||||||
Closing
stock price
|
$
|
14.05
|
$
|
13.88
|
||||||||||||
Remaining
term (in years)
|
0.5
|
1.5
|
||||||||||||||
Expected
volatility
|
32
|
%
|
60
|
%
|
||||||||||||
Risk-free
interest rate
|
0.2
|
%
|
0.9
|
%
|
||||||||||||
Dividend
yield
|
2.3
|
%
|
2.0
|
%
|
·
|
Level 1. Valuations
based on quoted prices in active markets for identical assets or
liabilities that an entity has the ability to access.
Level
1 assets and liabilities include our investments in institutional
money-market funds that are classified as cash equivalents and the
investment funds of the deferred compensation plan assets, where the
respective financial instruments are traded in an active market with
sufficient volume and frequency of activity.
|
·
|
Level 2. Valuations
based on quoted prices for similar assets or liabilities, quoted prices
for identical assets or liabilities in markets that are not active, or
other inputs that are observable or can be corroborated by observable data
for substantially the full term of the assets or liabilities.
Level
2 assets and liabilities include our investments in commercial paper that
are classified as cash equivalents, derivative financial instruments and
our senior notes that represent long-term debt instruments that are less
actively traded in the market, but where quoted market prices exist for
similar instruments that are actively traded.
|
·
|
Level 3. Valuations
based on inputs that are supported by little or no market activity and
that are significant to the fair value of the assets or
liabilities.
Level
3 assets and liabilities include goodwill, amortizable intangible assets,
and property, plant and equipment, which are measured at fair value using
a discounted cash flow approach when they are determined to be impaired,
and our unsecured term loan with a bank, where we determine fair value
based on unobservable inputs using the best information available in the
circumstances and take into consideration assumptions that market
participants would use in pricing the liability.
|
(In
Millions)
|
Quoted
Prices in Active Markets for Identical Instruments
(Level
1)
|
Significant
Other Observable Inputs
(Level
2)
|
Total
|
||||||
Balances
at May 30, 2010:
|
|||||||||
Cash
and cash equivalents:
|
|||||||||
Institutional
money-market funds
|
$
|
216.6
|
$
|
-
|
$
|
216.6
|
|||
Commercial
paper
|
-
|
79.9
|
79.9
|
||||||
216.6
|
79.9
|
296.5
|
|||||||
Other
current assets:
|
|||||||||
Derivative
assets - Forward contracts
|
-
|
0.6
|
0.6
|
||||||
Other
assets:
|
|||||||||
Investment
funds - Deferred compensation plan assets:
|
|||||||||
Institutional
money-market funds
|
6.9
|
-
|
6.9
|
||||||
Mutual
funds
|
32.6
|
-
|
32.6
|
||||||
Marketable
equity securities
|
0.8
|
-
|
0.8
|
||||||
40.3
|
-
|
40.3
|
|||||||
Derivative
assets - Interest rate swap
|
-
|
1.6
|
1.6
|
||||||
Total
assets measured at fair value
|
$
|
256.9
|
$
|
82.1
|
$
|
339.0
|
|||
Balances
at May 31, 2009:
|
|||||||||
Cash
and cash equivalents:
|
|||||||||
Institutional
money-market funds
|
$
|
368.4
|
$
|
-
|
$
|
368.4
|
|||
Other
assets:
|
|||||||||
Investment
funds - Deferred compensation plan assets:
|
|||||||||
Institutional
money-market funds
|
10.2
|
-
|
10.2
|
||||||
Mutual
funds
|
30.1
|
-
|
30.1
|
||||||
Marketable
equity securities
|
0.6
|
-
|
0.6
|
||||||
40.9
|
-
|
40.9
|
|||||||
Total
assets measured at fair value
|
$
|
409.3
|
$
|
-
|
$
|
409.3
|
(In
Millions)
|
2010
|
2009
|
||||
CASH
EQUIVALENTS
|
||||||
Available-for-sale
securities:
|
||||||
Institutional
money market funds
|
$
|
216.6
|
$
|
368.4
|
||
Commercial
paper
|
79.9
|
-
|
||||
296.5
|
368.4
|
|||||
Held-to-maturity
securities:
|
||||||
Bank
time deposits
|
530.0
|
187.6
|
||||
Total
cash equivalents
|
$
|
826.5
|
$
|
556.0
|
Location
of Gains (Losses) Recognized in Income on Derivative
|
Amount
of Gains (Losses) Recognized in Income on Derivative
|
Location
of Gains (losses) Recognized in Income on Hedged Item
|
Amount
of Gains (Losses) Recognized in Income on Hedged Item
|
|||||||||||||
(In
Millions)
|
2010
|
2009
|
2008
|
2010
|
||||||||||||
Fair
value hedge:
|
||||||||||||||||
Interest rate swap
|
Other
non-operating income (expense), net
|
$
|
1.6
|
$
|
-
|
$
|
-
|
Other
non-operating income (expense), net
|
$
|
(3.8
|
)
|
|||||
$
|
1.6
|
$
|
-
|
$
|
-
|
$
|
(3.8
|
)
|
||||||||
Instruments
without hedge accounting designation:
|
||||||||||||||||
Forward
contracts
|
Selling,
general and administrative
|
$
|
0.1
|
$
|
2.4
|
$
|
-
|
|||||||||
Purchased
options
|
Selling,
general and administrative
|
(0.1
|
)
|
(0.2
|
)
|
(0.6
|
)
|
|||||||||
$
|
-
|
$
|
2.2
|
$
|
(0.6
|
)
|
(In
Millions)
|
Balance
Sheet Location
|
Notional
Principal
|
Fair
Value
|
||||||
2010
|
|||||||||
Fair
value hedge:
|
|||||||||
Interest
rate swap
|
Other
assets
|
$
|
250.0
|
$
|
1.6
|
||||
Instruments
without hedge accounting designation:
|
|||||||||
Forward
contracts
|
Other
current assets
|
20.0
|
0.6
|
||||||
Total
|
$
|
270.0
|
$
|
2.2
|
|||||
2010
|
2009
|
2008
|
|||||||
Distributor:
|
|||||||||
Avnet
|
17%
|
15%
|
15%
|
||||||
Arrow
|
15%
|
13%
|
12%
|
||||||
OEM:
|
|||||||||
Nokia
|
*
|
*
|
11%
|
||||||
Consolidated
Balance Sheets
(In
Millions)
|
2010
|
2009
|
|||||
RECEIVABLE
ALLOWANCES
|
|||||||
Doubtful
accounts
|
$
|
0.4
|
$
|
1.1
|
|||
Returns
and allowances
|
29.6
|
17.6
|
|||||
Total
receivable allowances
|
$
|
30.0
|
$
|
18.7
|
|||
INVENTORIES
|
|||||||
Raw
materials
|
$
|
9.5
|
$
|
5.0
|
|||
Work
in process
|
67.8
|
81.6
|
|||||
Finished
goods
|
41.3
|
48.0
|
|||||
Total
inventories
|
$
|
118.6
|
$
|
134.6
|
|||
OTHER
CURRENT ASSETS
|
|||||||
Prepaid
income taxes
|
$
|
90.0
|
$
|
71.1
|
|||
Prepaid
expenses
|
19.8
|
31.2
|
|||||
Assets
held for sale
|
45.8
|
5.4
|
|||||
Other
|
1.2
|
0.3
|
|||||
Total
current assets
|
$
|
156.8
|
$
|
108.0
|
|||
PROPERTY,
PLANT AND EQUIPMENT
|
|||||||
Land
|
$
|
21.1
|
$
|
29.7
|
|||
Buildings
and improvements
|
398.3
|
536.4
|
|||||
Machinery
and equipment
|
1,679.4
|
1,825.4
|
|||||
Internal-use
software
|
81.5
|
83.1
|
|||||
Construction
in progress
|
18.7
|
30.7
|
|||||
Total
property, plant and equipment
|
2,199.0
|
2,505.3
|
|||||
Less
accumulated depreciation and amortization
|
(1,808.9
|
)
|
(2,043.5
|
)
|
|||
Total
property, plant and equipment, net
|
$
|
390.1
|
$
|
461.8
|
|||
OTHER
ASSETS
|
|||||||
Deposits
|
$
|
2.4
|
$
|
7.1
|
|||
Debt
issuance costs
|
5.8
|
8.2
|
|||||
Income
tax receivable
|
41.7
|
35.2
|
|||||
Deferred
compensation plan assets
|
40.3
|
40.9
|
|||||
Other
|
12.0
|
9.9
|
|||||
Total
other assets
|
$
|
102.2
|
$
|
101.3
|
Consolidated
Balance Sheets
(In
Millions)
|
2010
|
2009
|
|||||
ACCRUED
EXPENSES
|
|||||||
Payroll
and employee related
|
$
|
127.3
|
$
|
39.5
|
|||
Accrued
interest payable
|
24.6
|
24.9
|
|||||
Severance
and restructuring expenses
|
15.4
|
44.4
|
|||||
Other
|
37.2
|
35.8
|
|||||
Total
accrued expenses
|
$
|
204.5
|
$
|
144.6
|
|||
OTHER
NON-CURRENT LIABILITIES
|
|||||||
Accrued
pension cost
|
$
|
67.3
|
$
|
52.7
|
|||
Deferred
compensation plan liability
|
40.3
|
40.9
|
|||||
Other
|
16.6
|
27.1
|
|||||
Total
other non-current liabilities
|
$
|
124.2
|
$
|
120.7
|
|||
ACCUMULATED
OTHER COMPREHENSIVE LOSS
|
|||||||
Defined
benefit pension plans
|
$
|
(131.9
|
)
|
$
|
(123.5
|
)
|
|
Other
|
(0.3
|
)
|
(0.2
|
)
|
|||
Total
accumulated other comprehensive loss
|
$
|
(132.2
|
)
|
$
|
(123.7
|
)
|
Consolidated
Statements of Income
|
|||||||||
(In
Millions)
|
2010
|
2009
|
2008
|
||||||
OTHER
OPERATING INCOME, NET
|
|||||||||
Net
intellectual property income
|
$
|
(0.3
|
)
|
$
|
(2.7
|
)
|
$
|
(0.6
|
)
|
Gain
on sale of manufacturing plant assets
|
-
|
-
|
(3.1
|
)
|
|||||
Litigation
settlement
|
(0.3
|
)
|
-
|
3.3
|
|||||
Other
|
0.2
|
-
|
-
|
||||||
Total
other operating income, net
|
$
|
(0.4
|
)
|
$
|
(2.7
|
)
|
$
|
(0.4
|
)
|
OTHER
NON-OPERATING INCOME (EXPENSE), NET
|
|||||||||
Net
(loss) gain on marketable and other investments, net:
|
|||||||||
Trading
securities:
|
|||||||||
Change
in unrealized holding gains/losses, net
|
$
|
5.3
|
$
|
(7.7
|
)
|
$
|
(6.2
|
)
|
|
Non-marketable
investments:
|
|||||||||
Gain
from sale
|
-
|
0.4
|
0.2
|
||||||
Gain
from liquidation of investment
|
0.3
|
-
|
-
|
||||||
Total
net gain (loss) on marketable and other investments, net
|
5.6
|
(7.3
|
)
|
(6.0
|
)
|
||||
Loss
on extinguishment of debt
|
(2.1
|
)
|
-
|
-
|
|||||
Net
loss on derivative instrument in fair value hedge
|
(2.2
|
)
|
-
|
-
|
|||||
Charitable
contribution
|
-
|
-
|
(0.2
|
)
|
|||||
Total
other non-operating income (expense), net
|
$
|
1.3
|
$
|
(7.3
|
)
|
$
|
(6.2
|
)
|
(In
Millions)
|
2010
|
2009
|
2008
|
||||||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
|
|||||||||
Cash
paid for:
|
|||||||||
Interest
|
$
|
59.3
|
$
|
70.8
|
$
|
58.5
|
|||
Income
taxes
|
$
|
83.3
|
$
|
24.3
|
$
|
117.3
|
|||
SUPPLEMENTAL
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
|
|||||||||
Cancellation
of shares withheld for taxes on restricted stock and performance share
unit awards
|
$
|
2.0
|
$
|
0.4
|
$
|
14.6
|
|||
Acquisition
of software under license obligations, net
|
$
|
-
|
$
|
3.3
|
$
|
-
|
|||
Reduction
in goodwill to recognize acquired tax asset
|
$
|
-
|
$
|
-
|
$
|
3.1
|
|||
Deposit
applied to purchase equipment
|
$
|
15.0
|
$
|
-
|
$
|
-
|
(In
Millions)
|
Analog
Segment
|
All
Others
|
Total
|
|||||||
May
2010 business realignment:
|
||||||||||
Severance
|
$
|
1.1
|
$
|
0.6
|
$
|
1.7
|
||||
March
2009 workforce reduction and plant closures:
|
||||||||||
Other
exit-related costs
|
-
|
28.7
|
$
|
28.7
|
||||||
Severance
|
-
|
0.5
|
0.5
|
|||||||
Gain
on sale of equipment
|
-
|
(1.3
|
)
|
(1.3
|
)
|
|||||
Other
equipment gain, net
|
-
|
(1.2
|
)
|
(1.2
|
)
|
|||||
Release
of reserves:
|
||||||||||
Severance
|
(0.4
|
)
|
(4.8
|
)
|
(5.2
|
)
|
||||
(0.4
|
)
|
21.9
|
21.5
|
|||||||
November
2008 workforce reduction:
|
||||||||||
Release
of reserves:
|
||||||||||
Severance
|
(0.2
|
)
|
(2.8
|
)
|
(3.0
|
)
|
||||
Fiscal
2008 workforce reduction and manufacturing restructure:
|
||||||||||
Release
of reserves:
|
||||||||||
Other
exit-related costs
|
-
|
(0.1
|
)
|
(0.1
|
)
|
|||||
Total
severance and restructuring expenses, net
|
$
|
0.5
|
$
|
19.6
|
$
|
20.1
|
(In
Millions)
|
Analog
Segment
|
All
Others
|
Total
|
||||||
March
2009 workforce reduction and plant closures:
|
|||||||||
Severance
|
$
|
14.0
|
$
|
46.2
|
$
|
60.2
|
|||
Other
exit-related costs
|
-
|
32.0
|
32.0
|
||||||
Impairment
of property, plant and equipment
|
-
|
54.3
|
54.3
|
||||||
Gain
on sale of equipment
|
-
|
(1.3
|
)
|
(1.3
|
)
|
||||
Other
equipment gain, net
|
-
|
(1.2
|
)
|
(1.2
|
)
|
||||
Release
of reserves:
|
|||||||||
Severance
|
(0.4
|
)
|
(4.8
|
)
|
(5.2
|
)
|
|||
Total
cumulative severance and restructuring expenses for the
|
|||||||||
March
2009 workforce reduction and plant closures
|
$
|
13.6
|
$
|
125.2
|
$
|
138.8
|
(In
Millions)
|
Analog
Segment
|
All
Others
|
Total
|
||||||
March
2009 workforce reduction and plant closures:
|
|||||||||
Severance
|
$
|
14.0
|
$
|
45.7
|
$
|
59.7
|
|||
Impairment
of equipment and other assets
|
-
|
54.3
|
54.3
|
||||||
Other
exit-related costs
|
-
|
3.3
|
3.3
|
||||||
14.0
|
103.3
|
117.3
|
|||||||
November
2008 workforce reduction:
|
|||||||||
Severance
|
9.8
|
15.7
|
25.5
|
||||||
Impairment
of equipment
|
0.7
|
0.1
|
0.8
|
||||||
Other
exit-related costs
|
0.1
|
-
|
0.1
|
||||||
10.6
|
15.8
|
26.4
|
|||||||
Fiscal
2008 workforce reduction and manufacturing restructure:
|
|||||||||
Other
exit-related costs
|
-
|
2.2
|
2.2
|
||||||
Gain
on sale of equipment
|
-
|
(0.5
|
)
|
(0.5
|
)
|
||||
Release
of reserves:
|
|||||||||
Severance
|
(1.1
|
)
|
(0.3
|
)
|
(1.4
|
)
|
|||
(1.1
|
)
|
1.4
|
0.3
|
||||||
Release
of reserves related to other prior actions:
|
|||||||||
Other
exit-related costs
|
-
|
(0.1
|
)
|
(0.1
|
)
|
||||
Total
severance and restructuring expenses
|
$
|
23.5
|
$
|
120.4
|
$
|
143.9
|
(In
Millions)
|
Analog
Segment
|
All
Others
|
Total
|
||||||
Workforce
reduction:
|
|||||||||
Severance
|
$
|
6.5
|
$
|
3.1
|
$
|
9.6
|
|||
Manufacturing
restructure:
|
|||||||||
Severance
|
-
|
13.2
|
13.2
|
||||||
Other
exit-related costs
|
-
|
3.2
|
3.2
|
||||||
Impairment
of equipment
|
-
|
4.5
|
4.5
|
||||||
Gain
from sale of equipment
|
-
|
(1.8
|
)
|
(1.8
|
)
|
||||
-
|
19.1
|
19.1
|
|||||||
Release
of reserves:
|
|||||||||
Other
exit-related costs
|
-
|
(1.5
|
)
|
(1.5
|
)
|
||||
Total
severance and restructuring expenses
|
$
|
6.5
|
$
|
20.7
|
$
|
27.2
|
(In
Millions)
|
Fiscal
2010 Business Unit Realignment
|
Fiscal
2009
Workforce
Reduction
and
Plant Closures
|
Cost
Reduction and Restructuring Actions
In
Prior Years
|
Total
|
||||||||||||||||||
Severance
|
Severance
|
Other
Exit-Related Costs
|
Severance
|
Other
Exit-Related Costs
|
||||||||||||||||||
Balance
at May 27, 2007
|
$
|
0.5
|
$
|
6.2
|
$
|
6.7
|
||||||||||||||||
Cost
reduction charges
|
22.8
|
3.2
|
26.0
|
|||||||||||||||||||
Cash
payments
|
(8.8
|
)
|
(7.1
|
)
|
(15.9
|
)
|
||||||||||||||||
Release
of residual reserves
|
-
|
(1.5
|
)
|
(1.5
|
)
|
|||||||||||||||||
Balance
at May 25, 2008
|
14.5
|
0.8
|
15.3
|
|||||||||||||||||||
Cost
reduction charges
|
$
|
85.2
|
$
|
3.4
|
-
|
2.2
|
90.8
|
|||||||||||||||
Cash
payments
|
(42.3
|
)
|
(2.2
|
)
|
(13.0
|
)
|
(2.7
|
)
|
(60.2
|
)
|
||||||||||||
Release
of residual reserves
|
-
|
-
|
(1.4
|
)
|
(0.1
|
)
|
(1.5
|
)
|
||||||||||||||
Balance
at May 31, 2009
|
42.9
|
1.2
|
0.1
|
0.2
|
44.4
|
|||||||||||||||||
Cost
reduction charges
|
$
|
1.7
|
0.5
|
28.7
|
-
|
-
|
30.9
|
|||||||||||||||
Cash
payments
|
(22.7
|
)
|
(29.3
|
)
|
(0.2
|
)
|
(0.1
|
)
|
(52.3
|
)
|
||||||||||||
Exchange
rate adjustment
|
0.6
|
-
|
0.1
|
-
|
0.7
|
|||||||||||||||||
Release
of residual reserves
|
(8.2
|
)
|
-
|
-
|
(0.1
|
)
|
(8.3
|
)
|
||||||||||||||
Balance
at May 30, 2010
|
$
|
1.7
|
$
|
13.1
|
$
|
0.6
|
$
|
-
|
$
|
-
|
$
|
15.4
|
(In
Millions)
|
Total
|
||
Net
assets
|
$
|
0.2
|
|
Acquired
developed technology
|
0.8
|
||
Other
intangible assets
|
1.1
|
||
Goodwill
|
4.6
|
||
Deferred
tax liability
|
(0.6
|
)
|
|
Total
|
$
|
6.1
|
(In
Millions)
|
Total
|
||
Net
liabilities
|
$
|
(0.5
|
)
|
Other
intangible assets
|
1.4
|
||
Goodwill
|
1.0
|
||
Total
|
$
|
1.9
|
(In
Millions)
|
Analog
Segment
|
All
Others
|
Total
|
||||||||
Balances
at May 25, 2008
|
$
|
60.5
|
$
|
-
|
$
|
60.5
|
|||||
Reorganization
of reporting units
|
(7.3
|
)
|
7.3
|
-
|
|||||||
Acquisition
of ActSolar
|
1.0
|
-
|
1.0
|
||||||||
Balances
at May 31, 2009
|
54.2
|
7.3
|
61.5
|
||||||||
Acquisition
of ERI
|
4.6
|
-
|
4.6
|
||||||||
Balances
at May 30, 2010
|
$
|
58.8
|
$
|
7.3
|
$
|
66.1
|
(In
Millions)
|
|||
Balance
at May 25, 2008
|
$
|
3.5
|
|
Accretion
expense
|
0.4
|
||
Balance
at May 31, 2009
|
3.9
|
||
Liability
settled
|
(0.5
|
)
|
|
Accretion
expense
|
1.1
|
||
Balance
at May 30, 2010
|
$
|
4.5
|
(In
Millions)
|
2010
|
2009
|
||||
Senior
floating rate notes due 2010, 0.51% at May 30, 2010
|
$
|
250.0
|
$
|
250.0
|
||
Senior
notes due 2012 at 6.15%
|
375.0
|
375.0
|
||||
Senior
notes due 2015 at 3.95%
|
250.0
|
-
|
||||
Senior
notes due 2017 at 6.60%
|
375.0
|
375.0
|
||||
Bank
floating rate unsecured term loan
|
-
|
265.6
|
||||
Unsecured
promissory note at 2.50%
|
26.5
|
24.3
|
||||
1,276.5
|
1,289.9
|
|||||
Less
net unamortized discount
|
(2.8
|
)
|
-
|
|||
Add
fair value adjustment*
|
3.8
|
-
|
||||
1,277.5
|
1,289.9
|
|||||
Less
current portion of long-term debt
|
276.5
|
62.5
|
||||
Long-term
debt
|
$
|
1,001.0
|
$
|
1,227.4
|
||
Fiscal
year:
|
(In
Millions)
|
||
2011
|
$
|
276.5
|
|
2012
|
-
|
||
2013
|
375.0
|
||
2014
|
-
|
||
2015
|
251.0
|
||
2016
and thereafter
|
375.0
|
||
$
|
1,277.5
|
(In
Millions)
|
2010
|
2009
|
2008
|
|||||||
INCOME
BEFORE INCOME TAXES
|
||||||||||
U.S.
|
$
|
166.0
|
$
|
71.8
|
$
|
337.1
|
||||
Non-U.S.
|
102.6
|
41.8
|
114.1
|
|||||||
$
|
268.6
|
$
|
113.6
|
$
|
451.2
|
|||||
INCOME
TAX EXPENSE (BENEFIT)
|
||||||||||
Current:
|
||||||||||
U.S.
federal, state and local
|
$
|
41.1
|
$
|
17.8
|
$
|
103.6
|
||||
Non-U.S.
|
5.4
|
1.3
|
10.2
|
|||||||
46.5
|
19.1
|
113.8
|
||||||||
Deferred:
|
||||||||||
U.S.
federal and state
|
13.9
|
(3.0
|
)
|
16.4
|
||||||
Non-U.S.
|
(1.0
|
)
|
24.2
|
(11.3
|
)
|
|||||
12.9
|
21.2
|
5.1
|
||||||||
Income
tax expense
|
$
|
59.4
|
$
|
40.3
|
$
|
118.9
|
(In
Millions)
|
|||
Balance
at the beginning of fiscal 2009
|
$
|
132.6
|
|
Settlements
and effective settlements with tax authorities
|
(0.1
|
)
|
|
Lapse
of applicable statute of limitations
|
(5.1
|
)
|
|
Increases
for tax positions in the current year
|
13.5
|
||
Other
changes in unrecognized tax benefits
|
5.3
|
||
Balance
at May 31, 2009
|
146.2
|
||
Settlements
and effective settlements with tax authorities
|
(4.0
|
)
|
|
Lapse
of applicable statute of limitations
|
(3.6
|
)
|
|
Increases
for tax positions in the current year
|
13.8
|
||
Other
changes in unrecognized tax benefits
|
4.2
|
||
Balance
at May 30, 2010
|
$
|
156.6
|
(In
Millions)
|
2010
|
2009
|
||||
DEFERRED
TAX ASSETS
|
||||||
Inventories
|
$
|
3.2
|
$
|
5.0
|
||
Equity
investments
|
1.0
|
0.2
|
||||
Property,
plant and equipment and intangible assets
|
3.8
|
9.9
|
||||
Accrued
liabilities
|
51.4
|
57.6
|
||||
Research
and development expenditures
|
73.7
|
94.6
|
||||
Deferred
compensation
|
18.3
|
14.3
|
||||
Share-based
compensation
|
72.7
|
59.3
|
||||
Non-U.S.
loss carryovers and other allowances
|
103.4
|
93.7
|
||||
Federal
and state credit carryovers
|
86.2
|
85.4
|
||||
Other
|
0.8
|
0.9
|
||||
Gross
deferred tax assets
|
414.5
|
420.9
|
||||
Valuation
allowance
|
(98.7
|
)
|
(96.8
|
)
|
||
Total
deferred tax assets
|
$
|
315.8
|
$
|
324.1
|
2010
|
2009
|
2008
|
||||||
U.S.
federal statutory tax rate
|
35.0
|
%
|
35.0
|
%
|
35.0
|
%
|
||
Non-U.S.
income taxed at different rates
|
(13.8
|
)
|
0.6
|
(3.0
|
)
|
|||
U.S.
state and local taxes net of federal benefits
|
1.6
|
(0.7
|
)
|
0.9
|
||||
Changes
in beginning of year valuation allowances
|
(0.5
|
)
|
5.8
|
(1.9
|
)
|
|||
Domestic
manufacturing benefit
|
(1.2
|
)
|
(2.8
|
)
|
(1.3
|
)
|
||
Tax
credits
|
(2.2
|
)
|
(5.7
|
)
|
(1.1
|
)
|
||
Other
|
3.2
|
3.3
|
(2.2
|
)
|
||||
Effective
tax rate
|
22.1
|
%
|
35.5
|
%
|
26.4
|
%
|
(In
Millions)
|
2010
|
2009
|
2008
|
|||||||
Salary
deferral 401(k) plan
|
$
|
13.3
|
$
|
16.5
|
$
|
17.2
|
||||
Non-U.S.
pension and retirement plans
|
$
|
16.5
|
$
|
10.1
|
$
|
12.7
|
2010
|
2009
|
|||||||
Asset
Category
|
Target
Allocation
|
Actual
Allocation
|
Target
Allocation
|
Actual
Allocation
|
||||
Equities
|
68
|
%
|
59
|
%
|
62
|
%
|
42
|
%
|
Bonds
|
23
|
%
|
26
|
%
|
25
|
%
|
25
|
%
|
Cash
|
0
|
%
|
8
|
%
|
5
|
%
|
26
|
%
|
Other
|
9
|
%
|
7
|
%
|
8
|
%
|
7
|
%
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
(In
Millions)
|
Quoted
Prices
in
Active Markets for Identical Instruments
(Level
1)
|
Significant
Other Observable Inputs
(Level
2)
|
Unobservable
Inputs
(Level
3)
|
Total
|
||||||||
Cash
and cash equivalents
|
$
|
16.8
|
$
|
-
|
$
|
-
|
$
|
16.8
|
||||
Equities:
|
||||||||||||
Global
equity securities
|
0.7
|
113.9
|
-
|
114.6
|
||||||||
Insurance
contracts
|
-
|
-
|
12.5
|
12.5
|
||||||||
Fixed
income bonds
|
9.6
|
46.5
|
-
|
56.1
|
||||||||
Other
|
1.3
|
15.3
|
-
|
16.6
|
||||||||
Total
assets measured at fair value
|
$
|
28.4
|
$
|
175.7
|
$
|
12.5
|
$
|
216.6
|
||||
(In
Millions)
|
2010
|
2009
|
2008
|
|||||||||
Service
cost of benefits earned during the year
|
$
|
2.8
|
$
|
3.2
|
$
|
5.1
|
||||||
Plan
participant contributions
|
(0.8
|
)
|
(0.8
|
)
|
(1.1
|
)
|
||||||
Interest
cost on projected benefit obligation
|
15.5
|
15.0
|
15.9
|
|||||||||
Expected
return on plan assets
|
(13.3
|
)
|
(16.8
|
)
|
(19.7
|
)
|
||||||
Net
amortization and deferral
|
5.4
|
2.9
|
5.5
|
|||||||||
Net
periodic pension cost
|
9.6
|
3.5
|
5.7
|
|||||||||
Plan
settlement
|
-
|
-
|
0.2
|
|||||||||
Total
net periodic pension cost
|
$
|
9.6
|
$
|
3.5
|
$
|
5.9
|
(In
Millions)
|
2010
|
2009
|
|||||||
PROJECTED
BENEFIT OBLIGATION
|
|||||||||
Beginning
balance
|
$
|
252.5
|
$
|
291.2
|
|||||
Service
cost
|
2.8
|
3.6
|
|||||||
Interest
cost
|
15.5
|
18.7
|
|||||||
Benefits
paid
|
(6.7
|
)
|
(8.5
|
)
|
|||||
Actuarial
gain
|
53.8
|
(1.7
|
)
|
||||||
Exchange
rate adjustment
|
(34.0
|
)
|
(50.8
|
)
|
|||||
Ending
balance
|
$
|
283.9
|
$
|
252.5
|
|||||
PLAN
ASSETS AT FAIR VALUE
|
|||||||||
Beginning
balance
|
$
|
199.8
|
$
|
272.3
|
|||||
Actual
return on plan assets
|
41.9
|
(39.8
|
)
|
||||||
Company
contributions
|
6.8
|
20.5
|
|||||||
Plan
participant contributions
|
0.8
|
0.8
|
|||||||
Benefits
paid
|
(6.7
|
)
|
(8.0
|
)
|
|||||
Exchange
rate adjustment
|
(26.0
|
)
|
(46.0
|
)
|
|||||
Ending
balance
|
$
|
216.6
|
$
|
199.8
|
|||||
FUNDED
STATUS – BENEFIT OBLIGATION IN EXCESS OF PLAN ASSETS
|
|||||||||
Fiscal
year end balance
|
$
|
67.3
|
$
|
52.7
|
|||||
ACCUMULATED
BENEFIT OBLIGATION
|
|||||||||
Fiscal
year end balance
|
$
|
282.8
|
$
|
251.8
|
(In
Millions)
|
2010
|
2009
|
|||||||
Other
non-current liabilities
|
$
|
67.3
|
$
|
52.7
|
|||||
Accumulated
other comprehensive loss
|
$
|
(131.9
|
)
|
$
|
(123.5
|
)
|
(In
Millions)
|
2010
|
2009
|
|||||||
Transition
asset
|
$
|
1.1
|
$
|
1.2
|
|||||
Actuarial
loss
|
(133.0
|
)
|
(124.7
|
)
|
|||||
$
|
(131.9
|
)
|
$
|
(123.5
|
)
|
2010
|
2009
|
2008
|
|
NET
PERIODIC PENSION COST
|
|||
Discount
rate
|
2.3%-6.5%
|
2.8%-6.2%
|
2.8%-5.2%
|
Rate
of increase in compensation levels
|
0.0%-3.0%
|
1.8%-3.8%
|
1.8%-3.8%
|
Expected
long-term return on assets
|
1.5%-7.5%
|
3.0%-7.5%
|
3.0%-7.5%
|
PROJECTED
BENEFIT OBLIGATIONS
|
|||
Discount
rate
|
2.1%-5.5%
|
2.3%-6.5%
|
2.8%-6.2%
|
Rate
of increase in compensation levels
|
1.0%-3.0%
|
1.0%-3.5%
|
1.8%-3.8%
|
(In
Millions)
|
||||
2011
|
$
|
6.3
|
||
2012
|
6.8
|
|||
2013
|
7.0
|
|||
2014
|
7.3
|
|||
2015
|
7.5
|
|||
2016-2020
|
45.0
|
|||
Total
|
$
|
79.9
|
(In
Millions)
|
|||
Amortization
of net transition asset
|
$
|
(0.2
|
)
|
Amortization
of net loss
|
$
|
5.9
|
|
Number
of Shares
(In
Millions)
|
Weighted-Average
Exercise
Price
|
||||
Outstanding
at May 27, 2007
|
55.2
|
$
|
18.29
|
|||
Granted
|
6.7
|
$
|
27.26
|
|||
Exercised
|
(5.9
|
)
|
$
|
12.84
|
||
Forfeited
|
(0.7
|
)
|
$
|
25.03
|
||
Expired
|
(0.8
|
)
|
$
|
28.06
|
||
Outstanding
at May 25, 2008
|
54.5
|
$
|
19.76
|
|||
Granted
|
7.9
|
$
|
18.35
|
|||
Exercised
|
(3.9
|
)
|
$
|
9.82
|
||
Forfeited
|
(2.2
|
)
|
$
|
23.40
|
||
Expired
|
(2.5
|
)
|
$
|
23.64
|
||
Outstanding
at May 31, 2009
|
53.8
|
$
|
19.95
|
|||
Granted
|
6.4
|
$
|
13.12
|
|||
Exercised
|
(4.4
|
)
|
$
|
11.42
|
||
Forfeited
|
(13.5
|
)
|
$
|
23.60
|
||
Expired
|
(11.4
|
)
|
$
|
26.69
|
||
Outstanding
at May 30, 2010
|
30.9
|
$
|
15.64
|
Number
of
Shares
(In
Millions)
|
Weighted-Average
Exercise
Price
|
Aggregate
Intrinsic
Value
(In
Millions)
|
Weighted-Average
Remaining
Contractual
Life
(In
Years)
|
||||||
Fully
vested and
|
|||||||||
expected
to vest
|
30.4
|
$15.68
|
$41.7
|
2.3
|
|||||
Currently
exercisable
|
21.8
|
$16.13
|
$33.0
|
1.4
|
Number
of Shares
(In
Millions)
|
Weighted-Average
Grant-Date
Fair Value
|
||||||
Outstanding
at May 27, 2007
|
0.4
|
$
|
22.62
|
||||
Granted/Issued
|
0.2
|
$
|
24.04
|
||||
Vested
|
(0.1
|
)
|
$
|
21.73
|
|||
Forfeited
|
-
|
$
|
28.39
|
||||
Outstanding
at May 25, 2008
|
0.5
|
$
|
23.21
|
||||
Granted/Issued
|
0.8
|
$
|
11.64
|
||||
Vested
|
(0.1
|
)
|
$
|
19.46
|
|||
Forfeited
|
(0.1
|
)
|
$
|
16.50
|
|||
Outstanding
at May 31, 2009
|
1.1
|
$
|
15.59
|
||||
Granted/Issued
|
2.1
|
$
|
13.75
|
||||
Vested
|
(0.1
|
)
|
$
|
24.24
|
|||
Forfeited
|
(0.1
|
)
|
$
|
12.70
|
|||
Outstanding
at May 30, 2010
|
3.0
|
$
|
13.96
|
(In
Millions)
|
|||
2011
|
$
|
15.0
|
|
2012
|
7.8
|
||
2013
|
5.0
|
||
2014
|
3.3
|
||
2015
|
2.4
|
||
2016
and thereafter
|
2.0
|
||
Total
|
$
|
35.5
|
(In
Millions)
|
Analog
Segment
|
All
Others
|
Total
|
||||||||||
2010
|
|||||||||||||
Net
sales to external customers
|
$
|
1,329.1
|
$
|
90.3
|
$
|
1,419.4
|
|||||||
Income
(loss) before income taxes
|
$
|
321.9
|
$
|
(53.3
|
)
|
$
|
268.6
|
||||||
Depreciation
and amortization
|
$
|
4.9
|
$
|
89.6
|
$
|
94.5
|
|||||||
Share-based
compensation expense
|
$
|
19.0
|
$
|
54.8
|
$
|
73.8
|
|||||||
Interest
income
|
$
|
-
|
$
|
1.8
|
$
|
1.8
|
|||||||
Interest
expense
|
$
|
-
|
$
|
60.3
|
$
|
60.3
|
|||||||
Loss
on extinguishment of debt
|
$
|
-
|
$
|
2.1
|
$
|
2.1
|
|||||||
Net
loss on derivative instrument in fair value hedge
|
$
|
-
|
$
|
2.2
|
$
|
2.2
|
|||||||
Total
assets
|
$
|
177.7
|
$
|
2,097.1
|
$
|
2,274.8
|
|||||||
2009
|
|||||||||||||
Net
sales to external customers
|
$
|
1,334.9
|
$
|
125.5
|
$
|
1,460.4
|
|||||||
Income
(loss) before income taxes
|
$
|
247.0
|
$
|
(133.4
|
)
|
$
|
113.6
|
||||||
Depreciation
and amortization
|
$
|
6.0
|
$
|
113.8
|
$
|
119.8
|
|||||||
Share-based
compensation expense
|
$
|
23.5
|
$
|
47.4
|
$
|
70.9
|
|||||||
Interest
income
|
$
|
-
|
$
|
10.4
|
$
|
10.4
|
|||||||
Interest
expense
|
$
|
-
|
$
|
72.7
|
$
|
72.7
|
|||||||
In-process
research and development charge
|
$
|
2.9
|
$
|
-
|
$
|
2.9
|
|||||||
Total
assets
|
$
|
187.5
|
$
|
1,775.8
|
$
|
1,963.3
|
|||||||
2008
|
|||||||||||||
Net
sales to external customers
|
$
|
1,695.9
|
$
|
190.0
|
$
|
1,885.9
|
|||||||
Income
before income taxes
|
$
|
450.9
|
$
|
0.3
|
$
|
451.2
|
|||||||
Depreciation
and amortization
|
$
|
7.1
|
$
|
125.6
|
$
|
132.7
|
|||||||
Share-based
compensation expense
|
$
|
26.5
|
$
|
63.2
|
$
|
89.7
|
|||||||
Interest
income
|
$
|
-
|
$
|
33.8
|
$
|
33.8
|
|||||||
Interest
expense
|
$
|
-
|
$
|
85.5
|
$
|
85.5
|
|||||||
Gain
on sale of manufacturing plant assets
|
$
|
-
|
$
|
3.1
|
$
|
3.1
|
|||||||
Litigation
settlement
|
$
|
-
|
$
|
3.3
|
$
|
3.3
|
|||||||
Total
assets
|
$
|
197.1
|
$
|
1,952.0
|
$
|
2,149.1
|
|||||||
2010
|
2009
|
2008
|
|||||||
Distributor:
|
|||||||||
Avnet
|
17%
|
15%
|
15%
|
||||||
Arrow
|
15%
|
13%
|
12%
|
||||||
OEM:
|
|||||||||
Nokia
|
*
|
*
|
11%
|
||||||
(In
Millions)
|
2010
|
2009
|
2008
|
|||||||||
Net
sales:
|
||||||||||||
United
States
|
$
|
334.9
|
$
|
341.1
|
$
|
385.5
|
||||||
Foreign
locations:
|
||||||||||||
People’s
Republic of China
|
450.5
|
462.3
|
573.8
|
|||||||||
Singapore
|
192.7
|
231.5
|
309.9
|
|||||||||
Japan
|
124.0
|
115.4
|
200.6
|
|||||||||
Germany
|
317.3
|
310.1
|
204.4
|
|||||||||
United
Kingdom (1)
|
-
|
-
|
211.7
|
|||||||||
1,084.5
|
1,119.3
|
1,500.4
|
||||||||||
Total
net sales
|
$
|
1,419.4
|
$
|
1,460.4
|
$
|
1,885.9
|
||||||
Long-lived
assets:
|
||||||||||||
United
States
|
$
|
244.1
|
$
|
294.1
|
$
|
358.2
|
||||||
Foreign
locations:
|
||||||||||||
Malaysia
|
66.3
|
69.9
|
93.8
|
|||||||||
United
Kingdom
|
77.0
|
72.9
|
72.1
|
|||||||||
Rest
of World
|
2.7
|
24.9
|
33.2
|
|||||||||
146.0
|
167.7
|
199.1
|
||||||||||
Total
long-lived assets
|
$
|
390.1
|
$
|
461.8
|
$
|
557.3
|
Fourth
|
Third
|
Second
|
First
|
||||||||||
(In
Millions, Except Per Share Amounts)
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
|||||||||
2010
|
|||||||||||||
Net
sales
|
$
|
398.5
|
$
|
361.9
|
$
|
344.6
|
$
|
314.4
|
|||||
Gross
margin
|
$
|
274.3
|
$
|
243.7
|
$
|
225.0
|
$
|
192.2
|
|||||
Net
income
|
$
|
79.2
|
$
|
53.2
|
$
|
47.0
|
$
|
29.8
|
|||||
Earnings
per share:
|
|||||||||||||
Net
income:
|
|||||||||||||
Basic
|
$
|
0.33
|
$
|
0.22
|
$
|
0.20
|
$
|
0.13
|
|||||
Diluted
|
$
|
0.33
|
$
|
0.22
|
$
|
0.20
|
$
|
0.13
|
|||||
Weighted-average
common and potential common shares outstanding:
|
|||||||||||||
Basic
|
238.0
|
237.3
|
236.6
|
233.6
|
|||||||||
Diluted
|
243.6
|
242.5
|
241.0
|
237.9
|
|||||||||
Common
stock price - high
|
$
|
16.00
|
$
|
15.70
|
$
|
16.20
|
$
|
15.85
|
|||||
Common
stock price - low
|
$
|
13.12
|
$
|
13.14
|
$
|
12.52
|
$
|
11.60
|
|||||
2009
|
|||||||||||||
Net
sales
|
$
|
280.8
|
$
|
292.4
|
$
|
421.6
|
$
|
465.6
|
|||||
Gross
margin
|
$
|
163.6
|
$
|
168.1
|
$
|
277.4
|
$
|
307.2
|
|||||
Net
(loss) income
|
$
|
(63.7
|
)
|
$
|
21.1
|
$
|
36.3
|
$
|
79.6
|
||||
Earnings
(loss) per share:
|
|||||||||||||
Net
(loss) income:
|
|||||||||||||
Basic
|
$
|
(0.28
|
)
|
$
|
0.09
|
$
|
0.16
|
$
|
0.35
|
||||
Diluted
|
$
|
(0.28
|
)
|
$
|
0.09
|
$
|
0.16
|
$
|
0.33
|
||||
Weighted-average
common and potential common shares outstanding:
|
|||||||||||||
Basic
|
230.1
|
228.4
|
228.0
|
229.8
|
|||||||||
Diluted
|
230.1
|
231.3
|
234.0
|
241.3
|
|||||||||
Common
stock price - high
|
$
|
14.00
|
$
|
12.17
|
$
|
22.51
|
$
|
24.75
|
|||||
Common
stock price - low
|
$
|
9.31
|
$
|
9.06
|
$
|
9.02
|
$
|
19.48
|
|
·
|
information
concerning our directors appearing in the section on the proposal relating
to election of directors;
|
|
·
|
information
appearing under the subcaptions “Audit Committee,” “Section 16(a)
Beneficial Ownership Reporting Compliance,” and “Code of Business Conduct
and Ethics” appearing in the section titled “Corporate Governance, Board
Meetings and Committees.”
|
Plan
Category
|
Number
of securities to be issued upon exercise of outstanding options, warrants,
and rights
(a)
|
Weighted-average
exercise price of outstanding options, warrants and rights
(b)
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
(c)
|
||
Equity
compensation plans approved by security holders:
|
|||||
2009
Incentive Award Plan:
|
|||||
Options
|
743,000
|
$14.56
|
|||
Restricted
Stock
|
2,043,430
|
-
|
|||
2,786,430
|
13,203,570
|
||||
Stock
Option Plan
|
1,839,300
|
$15.09
|
-
|
||
Executive
Officer Stock Option Plan
|
7,408,000
|
$14.11
|
-
|
||
Director
Stock Option Plan
|
350,000
|
$14.24
|
-
|
||
2007
Employees Equity Plan:
|
|||||
Options
|
8,029,841
|
$14.60
|
|||
Restricted
Stock Units:
|
|||||
Time-based
RSU
|
641,750
|
||||
Performance-based
RSU
|
15,000
|
||||
656,750
|
-
|
-
|
|||
Employee
Stock Purchase Plan
|
-
|
4,769,882
|
|||
Director
Stock Plan
|
-
|
103,953
|
|||
2005
Executive Officer Equity Plan:
|
|||||
Options
|
1,894,000
|
$15.90
|
-
|
||
Performance
Share Units at Target
|
1,670,000
|
-
|
-
|
||
Equity
compensation plans not approved by security holders:
|
|||||
1997
Employees Stock Option Plan
|
10,955,328
|
$17.59
|
-
|
||
Total
|
35,589,649
|
18,077,405
|
(a) 1. Financial Statements
|
Pages
in
this document
|
|
National
Semiconductor Corporation and Subsidiaries
|
||
For
each of the years in the three-year period ended May 30, 2010 – refer to
Index in Item 8
|
41-86
|
|
(a) 2. Financial Statement
Schedules
|
||
Schedule
II - Valuation and Qualifying Accounts
|
93
|
Description
|
Doubtful
Accounts
|
Returns
|
Allowances
|
Total
|
Balance
at May 27, 2007
|
$
1.2
|
$
2.8
|
$
28.4
|
$
32.4
|
Additions
charged against revenue
|
-
|
2.4
|
191.8
|
194.2
|
Additions
charged against cost and expenses
|
0.1
|
-
|
-
|
0.1
|
Deductions
|
-
|
(3.1)
|
(198.2)
|
(201.3)
|
Balance
at May 25, 2008
|
1.3
|
2.1
|
22.0
|
25.4
|
Additions
charged against revenue
|
-
|
5.8
|
185.4
|
191.2
|
Additions
charged against cost and expenses
|
-
|
-
|
-
|
-
|
Deductions
|
(0.2)
(1)
|
(3.5)
|
(194.2)
|
(197.9)
|
Balance
at May 31, 2009
|
1.1
|
4.4
|
13.2
|
18.7
|
Additions
charged against revenue
|
-
|
2.2
|
230.1
|
232.3
|
Deductions
|
(0.7)
(1)
|
(3.9)
|
(216.4)
|
(221.0)
|
Balance
at May 30, 2010
|
$0.4
|
$2.7
|
$26.9
|
$30.0
|
NATIONAL
SEMICONDUCTOR CORPORATION
|
||
Date: July
20, 2010
|
/S/
DONALD MACLEOD
|
|
Donald
Macleod
|
||
Chairman,
President and Chief Executive
Officer
|
Signature
|
Title
|
||
/S/
|
DONALD
MACLEOD
|
Chairman,
President
and
Chief Executive Officer
(Principal
Executive Officer)
|
|
Donald
Macleod
|
|||
/S/
|
LEWIS
CHEW
|
Senior
Vice President, Finance
and
Chief Financial Officer
(Principal
Financial Officer)
|
|
Lewis
Chew
|
|||
/S/
|
JAMIE
E. SAMATH
|
Vice
President and
Corporate
Controller
(Principal
Accounting Officer)
|
|
Jamie
E. Samath
|
|||
/S/
|
WILLIAM
J. AMELIO *
|
Director
|
|
William
J. Amelio
|
|||
/S/
|
STEVEN
R. APPLETON *
|
Director
|
|
Steven
R. Appleton
|
|||
/S/
|
GARY
P. ARNOLD *
|
Director
|
|
Gary
P. Arnold
|
|||
/S/
|
RICHARD
J. DANZIG *
|
Director
|
|
Richard
J. Danzig
|
|||
/S/
|
JOHN
T. DICKSON *
|
Director
|
|
John
T. Dickson
|
|||
/S/
|
ROBERT
J. FRANKENBERG *
|
Director
|
|
Robert
J. Frankenberg
|
|||
/S/
|
MODESTO
A. MAIDIQUE *
|
Director
|
|
Modesto
A. Maidique
|
|||
/S/
|
EDWARD
R. McCRACKEN *
|
Director
|
|
Edward
R. McCracken
|
|||
/S/
|
RODERICK
C. McGEARY *
|
Director
|
|
Roderick
C. McGeary
|
|||
/S/
|
WILLIAM
E. MITCHELL *
|
Director
|
|
William
E. Mitchell
|
*By
|
\s\
LEWIS CHEW
|
|
Lewis
Chew,
Attorney-in-Fact
|
3.1
|
Second
Restated Certificate of Incorporation of National Semiconductor
Corporation, 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 National Semiconductor Corporation, as amended and restated effective
January 28, 2009 (incorporated by reference from the Exhibits to our Form
8-K, SEC File No. 001-06453, filed January 29, 2009).
|
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).
|
4.2
|
Indenture,
dated as of June 18, 2007, by and between National Semiconductor
Corporation and The Bank of New York Mellon Trust Company, N.A.
(incorporated by reference from the Exhibits to our Registration Statement
on Form S-3, Registration No. 333-165803, filed on March 31,
2010).
|
4.3
|
Supplemental
Indenture for 6.150% Senior Notes due 2012 (incorporated by reference from
the Exhibits to our Form 8-K dated June 13, 2007, SEC File No. 001-06453,
filed June 18, 2007); form of Global Note for 6.150% Senior Notes due 2012
(incorporated by reference from the Exhibits to our Form 8-K dated June
13, 2007, SEC File No. 001-06453, filed June 18, 2007).
|
4.4
|
Supplemental
Indenture for 6.60% Senior Notes due 2017 (incorporated by reference from
the Exhibits to our Form 8-K dated June 13, 2007, SEC File No. 001-06453,
filed June 18, 2007); form of Global Note for 6.600% Senior Notes due 2017
(incorporated by reference from the Exhibits to our Form 8-K dated June
13, 2007, SEC File No. 001-06453, filed June 18, 2007).
|
4.5
|
Supplemental
Indenture for 3.950% Senior Notes due 2015 (incorporated by reference from
the Exhibits to our Form 8-K, SEC File No. 001-06453, filed April 6,
2010); form of Global Note for 3.950% Senior Notes due 2015 (incorporated
by reference from the Exhibits to our Form 8-K, SEC File No. 001-06453,
filed April 6, 2010).
|
10.1*
|
Fiscal
2009 Incentive Retention Program (incorporated by reference from our
Current Report on Form 8-K, SEC File No. 001-06453, filed on November 26,
2008).
|
10.2*
|
Stock
Option Plan, as amended effective February 26, 2007; form of stock option
agreement used for options granted under the Stock Option Plan (both
incorporated by reference from the Exhibits to our Form 10-Q for the
quarter ended February 25, 2007, SEC File No. 001-06453, filed April 5,
2007).
|
10.3*
|
Executive
Officer Stock Option Plan, as amended effective February 26, 2007; form of
stock option agreement used for options granted under the Executive
Officer Stock Option Plan (both incorporated by reference from the
Exhibits to our Form 10-Q for the quarter ended February 25, 2007, SEC
File No. 001-06453, filed April 5, 2007).
|
10.4*
|
Director
Stock Plan as amended and restated effective August 13, 2005 (incorporated
by reference from the Exhibits to our Registration Statement on Form S-8,
Registration No. 333-129585, filed November 9, 2005).
|
10.5*
|
Director
Stock Option Plan (incorporated by reference from the Exhibits to our Form
10-K for the fiscal year ended May 29, 2005, SEC File No. 001-06453, filed
August 9, 2005); form of stock option agreement used for options granted
under the Director Stock Option Plan (incorporated by reference from the
Exhibits to our Form 10-Q for the quarter ended November 28, 2004, SEC
File No. 001-06453, filed January 6, 2005).
|
10.6*
|
Board
Retirement Policy (incorporated by reference from the Exhibits to our Form
10-K for the fiscal year ended May 29, 2005, SEC File No. 001-06453, filed
August 9, 2005).
|
10.7*
|
Preferred
Life Insurance Program (incorporated by reference from the Exhibits to our
Form 10-K for the fiscal year ended May 29, 2005, SEC File No. 001-06453,
filed August 9, 2005).
|
10.8*
|
Retired
Officers and Directors Health Plan (incorporated by reference from the
Exhibits to our Form 10-K for the fiscal year ended May 28, 2006, SEC File
No. 001-06453, filed July 27, 2006).
|
10.9*
|
Executive
Staff Long Term Disability Plan as amended January 1, 2002 as restated
July 2002 (incorporated by reference from the Exhibits to our Form 10-Q
for the quarter ended November 24, 2002, SEC File No. 001-06453, filed
January 6, 2003).
|
10.10*
|
Form
of Change of Control Employment Agreement entered into with certain
executive officers of National Semiconductor Corporation (incorporated by
reference from the Exhibits to our Form 10-Q for the quarter ended
November 25, 2007, SEC File No. 001-06453, filed January 4, 2008); form of
Amended and Restated Change of Control Employment Agreement entered into
with certain executive officers of National Semiconductor Corporation
(incorporated by reference from the Exhibits to our Form 10-K for the
fiscal year ended May 25, 2008, SEC File No. 001-06453, filed July 23,
2008).
|
10.11*
|
National
Semiconductor Deferred Compensation Plan as amended and restated effective
as of January 1, 2008 (incorporated by reference from the Exhibits to our
Form 10-Q for the quarter ended November 25, 2007, SEC File No. 001-06453,
filed January 4, 2008).
|
10.12*
|
Restricted
Stock Plan as amended effective July 18, 2007 (incorporated by reference
from the Exhibits to our Form 10-K for the fiscal year ended May 27, 2007,
SEC File No. 001-06453, filed July 26, 2007); form of agreements used for
grants of restricted stock, restricted stock units and performance based
restricted stock units under the Restricted Stock Plan (incorporated by
reference from the Exhibits to our Form 8-K dated July 18, 2006, SEC File
No. 001-06453, filed July 20, 2006).
|
10.13*
|
1997
Employees Stock Option Plan, as amended effective February 26, 2007; form
of stock option agreement used for options granted under the 1997
Employees Stock Option plan (both incorporated by reference from the
Exhibits to our Form 10-Q for the quarter ended February 25, 2007, SEC
File No. 001-06453, filed April 5, 2007).
|
10.14*
|
Retirement
and Savings Program (incorporated by reference from the Exhibits to our
Form 10-K for the year ended May 26, 2002, SEC File No. 001-06453, filed
August 16, 2002); Amendments One to Seven to Retirement and Savings
Program (incorporated by reference from the Exhibits to our Form 10-K for
the fiscal year ended May 30, 2004, SEC File No. 001-06453, filed August
11, 2004); Amendment Eight to Retirement and Savings Program (incorporated
by reference from the Exhibits to our Form 8-K dated September 22, 2005,
SEC File No. 001-06453, filed September 22, 2005).
|
10.15*
|
Executive
Physical Exam Plan effective January 1, 2003 (incorporated by reference
from the Exhibits to our Form 10-Q for the quarter ended November 24,
2002, SEC File No. 001-06453, filed January 6, 2003).
|
10.16*
|
Executive
Preventive Health Program, January 2003 (incorporated by reference from
the Exhibits to our Form 10-Q for the quarter ended February 23, 2003, SEC
File No. 001-06453, filed April 2, 2003).
|
10.17*
|
2005
Executive Officer Equity Plan as amended effective September 28, 2007
(incorporated by reference from the Exhibits to our Registration Statement
on Form S-8, Registration No. 333-122652, filed October 10, 2007); form of
option grant agreement under 2005 Executive Officer Equity Plan and form
of performance share unit award agreement under 2005 Executive Officer
Equity Plan (both incorporated by reference from the Exhibits to our
amended Form 8-K, SEC File No. 001-06453, filed October 2,
2007).
|
10.18*
|
Director
Compensation Arrangements (incorporated by reference from the Exhibits to
our Form 8-K, SEC File No. 001-06453, filed September 30,
2005).
|
10.19*
|
Executive
Financial Counseling Plan (incorporated by reference from the Exhibits to
our Form 10-K for the fiscal year ended May 29, 2005, SEC File No.
001-06453, filed August 9, 2005).
|
10.20*
|
Corporate
Aircraft Time Share Policy as amended effective May 26, 2008 (incorporated
by reference from the Exhibits to our Form 10-K for the fiscal year ended
May 25, 2008, SEC File No. 001-06453, filed July 23, 2008).
|
10.21*
|
National
Semiconductor Corporation Executive Officer Incentive Plan, as amended
effective July 15, 2009 (incorporated by reference from Appendix A to our
Definitive Proxy Statement on Schedule 14A, SEC File No. 001-06453, filed
August 11, 2009).
|
10.22*
|
National
Semiconductor Corporation 2009 Incentive Award Plan, as adopted by the
Board of Directors on July 15, 2009 and approved by the stockholders on
September 25, 2009 (incorporated by reference from the Exhibit to our Form
8-K, SEC File No. 001-06453, filed October 1, 2009).
|
10.23*
|
Retirement
and Consulting Agreement, dated as of October 21, 2009, by and between
Brian L. Halla and National Semiconductor Corporation (incorporated by
reference from the Exhibits to our Form 8-K, SEC File No. 001-06453, filed
October 26, 2009).
|
10.24
|
Eleventh
Amendment to Credit Agreement (Multicurrency) dated as of October 26, 2009
by and between National Semiconductor Corporation and Bank of America,
N.A.
|
10.25
|
Credit
Agreement (Multicurrency) dated October 30, 2000 between National
Semiconductor Corporation and Bank of America, N.A.
|
21.1
|
List
of Subsidiaries and Affiliates.
|
23.1
|
Consent
of Independent Registered Public Accounting Firm (included in Part
IV).
|
24.1
|
Power
of Attorney.
|
31.1
|
Rule
13a-14 (a) /15d-14 (a) Certifications.
|
32.1
|
Section
1350 Certifications.
|
*
Management contract or compensatory plan or
arrangement.
|