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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ---
EXCHANGE ACT OF 1934
For the fiscal year ended May 28, 2000
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
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
Common stock, par value New York Stock Exchange
$0.50 per share Pacific Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Pacific Exchange
Securities registered pursuant to Section 12(g)of the Act:
None
(Title of class)
--Continued on next page--
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10K or any amendment to this
Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates of the
registrant as of June 23, 2000, was approximately $12,132,060,350. Shares of
Common Stock held by each officer and director and by each person who owns 5
percent or more of the outstanding Common Stock have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status
is not necessarily a conclusive determination for other purposes.
The number of shares of the registrant's common stock, $0.50 par value, as of
June 23, 2000, was 178,045,632.
DOCUMENTS INCORPORATED BY REFERENCE
Document Location in Form 10-K
-------- ---------------------
Portions of the Proxy Statement for the Annual Part III Meeting of Stockholders
to be held on or about September 22, 2000.
Portions of the Company's Registration Statement on Part IV
Form S-3, Registration No. 33-48935, which became
effective October 5, 1992.
Portions of the Company's Registration Statement on Part IV
Form S-3, Registration No. 33-52775, which became
effective March 22, 1994.
Portions of the Company's Registration Statement on Part IV
Form S-8, Registration No. 333-57029, which became
effective June 17, 1998.
Portions of the Company's Registration Statement on Part IV
Form S-8, Registration No. 33-61381, which became
effective July 28, 1995.
Portions of the Company's Registration Statement on Part IV
Form S-3, Registration No. 33-63649, which became
effective November 6, 1995.
Portions of the Company's Registration Statement on Part IV
Form S-8, Registration No. 333-36733, which became
effective September 30, 1997.
Portions of the Company's Registration Statement on Part IV
Form S-8, Registration No. 333-09957, which became
effective August 12, 1996.
Portions of Cyrix Corporation's Registration Statement Part IV
on Form S-3, Registration No. 333-10669, which became
effective August 22, 1996.
Portions of the Proxy Statement for the Annual Meeting Part IV
held September 26, 1997
Portions of the Company's Post Effective Amendment No. Part IV
on Form S-8 to Form S-4 Registration No. 333-38033-01,
which became effective November 18, 1997.
The Index to Exhibits is located on pages 67-69.
PART I
ITEM 1. BUSINESS
General
National Semiconductor Corporation's goal is to be a leader in the emerging
market for information appliances. National's strategy is to put systems on a
chip for its key trendsetting data highway partners, using its analog expertise
as a starting point for forward integration. Throughout this document, National
Semiconductor Corporation and its majority-owned subsidiaries may be referred to
as National or the company. The company designs, develops, manufactures and
markets a wide array of semiconductor products, including a broad line of
analog, mixed-signal and other integrated circuits. These products address a
variety of markets and applications, including information appliances, personal
systems, wireless communications, flat panel and CRT displays, power management,
local and wide area networks, automotive, consumer and military aerospace.
National was incorporated in the state of Delaware in 1959.
In fiscal 1998, National completed a merger with Cyrix Corporation,
which was accounted for as a pooling of interests. Cyrix designed, developed and
marketed its own x86 software-compatible microprocessors for the personal
computer marketplace. The merger provided access to Cyrix's x86 microprocessor
cores and combined enabling technologies crucial to the system-on-a-chip
strategy. National's focus then shifted toward the consumer segment of the PC
market, specifically, the sub-$1,000 PC market with its line of Cyrix M II
microprocessors. In this market, which is dominated by two major competitors,
the company experienced predatory pricing trends and constant pressure to
release new microprocessors with higher operating speeds. As a result, in May
1999 National announced its exit from the Cyrix PC microprocessor business. In
September 1999, the company completed the sale of the assets of the Cyrix PC
microprocessor business to VIA Technologies, Inc., a Taiwanese company. The sale
included the M II x86 compatible microprocessor (including the registered
trademark) and successor products. National retained the integrated Media GX
microprocessor, which forms the core of the company's new GeodeTM family of
solutions for the information appliance market.
In December 1999, the company acquired Algorex Inc., a provider of high
performance digital signal processing products, architecture and software
technologies for the wireless communication market. These technologies are
expected to enhance the company's capability in the future to provide complete
chipset solutions for the cellular phone and wireless information appliance
markets. The acquisition was accounted for using the purchase method of
accounting.
Products
Semiconductors are integrated circuits (in which a number of transistors and
other elements are combined to form a more complicated circuit) or discrete
devices (such as individual transistors). In an integrated circuit, various
components are fabricated in a small area or "chip" of silicon, which is then
encapsulated in plastic, ceramic or other advanced forms of packaging and
connected to a circuit board or substrate.
National manufactures an extensive range of analog intensive,
mixed-signal and digital products, which are used in numerous commercial
sectors. While no precise industry standard exists for analog and mixed-signal
devices, the company considers products which process analog information,
convert analog to digital or digital to analog, as analog and mixed-signal
devices.
The company is a leading supplier of analog and mixed-signal products,
serving both broad based markets such as the industrial and consumer market, and
more narrowly defined markets such as wireless communications, data processing,
ethernet local area networks and personal systems. Its analog and mixed-signal
devices include amplifiers and regulators, power monitors and line drivers,
audio, video, automotive, display and data acquisition products. Other company
products with significant digital to analog or analog to digital capability
include products for local area and wireless networking, wireless
communications, plus products for personal systems and personal communications,
such as input/output offerings. Super I/O is the brand name National uses to
describe its integrated circuits that handle system peripheral and input/output
functions on the personal computer motherboard.
Corporate Structure and Organization. The company is organized by
various product line business units that are grouped to form three
organizational units: the Analog Group, the Information Appliance Group, and the
Network Products Group. Each group is described in the following paragraphs.
Beginning in fiscal 2000, certain product line business units that formerly made
up the Communications and Consumer Group were reorganized within the three
remaining organizational units.
Analog Group: Analog products are used to maintain and control
continuously variable electrical signals in the real world. They are used in
equipment to provide a human interface, such as sound, vision and images, as
well as to provide communications interfaces and power management. Analog
technology is used to enrich the experience of humans when interacting with
electronic applications.
The Analog Group develops and manufactures numerous building block
products such as high-performance operational amplifiers, power management
circuits, data acquisition circuits, interface circuits and circuits targeted
toward leading-edge monitor applications such as ultra-thin flat panel displays.
The Analog Group's wireless circuits perform the radio, baseband controller,
power management and related functions primarily for handsets and base stations
in the cellular and cordless telephone markets.
With National's leadership in small package technology, the Analog
Group is succeeding in high growth markets that require portability, such as
cellular telephones and wireless information appliances. It is focused on using
its analog expertise as the initial point to integrate systems on a chip aimed
at the cellular, personal systems and information appliance markets. Current
offerings include scanners on a chip, systems health monitoring and integrated
power management systems. The group also uses analog building blocks with its
COP8 family of microcontrollers, targeted to communications, automotive and
industrial applications. The Analog Group has a large and diverse global
customer base, approaching 80,000 customers worldwide. The group is increasing
its penetration into the top tier OEM customer base in the wireless and
telecommunications sectors and now derives 30 percent of its revenues from this
area. Approximately 50 percent of analog revenues are achieved through
authorized distributors worldwide.
Enhanced Solutions, a business unit that was previously a part of the
Communications and Consumer Group, is now a part of the Analog Group for
organizational reporting purposes. It has been a supplier of integrated circuits
and contract services to the high reliability market, comprised of avionics,
defense, space and the federal government, with a broad range of military and
space grade products including analog, logic, interface and networking devices.
Information Appliance Group: The Information Appliance Group combines
the Information Appliance, Advanced I/O, MediamaticsTM and Custom Solutions
business units. The group delivers component and system solutions targeted
heavily towards the emerging information appliance market. It develops system
level hardware and software solutions, based on National's GeodeTM technology.
This technology merges complex functionality - processing, system logic,
graphics, audio and video decompression - on to one highly integrated device.
Built around National's series of x86 microprocessor cores, the GeodeTM
Information Appliance system-on-a-chip family is the first commercially
available integrated circuit to offer a complete Information Appliance
system-on-a-chip. By leveraging the GeodeTM technology with its analog and
mixed-signal communications capabilities, the company has developed a complete
system solution that will allow users to get information and communicate (by
accessing the Internet) in a simpler, more intuitive and user-friendly fashion
than is typically experienced with PCs today.
The Information Appliance business unit concentrates on three major
market segments that include interactive TV set-top boxes (equipped with digital
video), enterprise thin clients (computer systems with minimal memory that
access software from a centralized server network) and personal information
access devices (for the consumer Internet access market) such as WebPADTM.
The Advanced I/O business unit provides I/O solutions to the PC
motherboard and emerging information appliance markets. It is also directing the
integration of analog and advanced technologies, such as security features, for
future generations of customers.
MediamaticsTM furnishes key video and audio processing technologies,
including MPEG capability, required to execute National's information appliance
strategy. Target applications include PCs, digital versatile disc players, set
top boxes, video servers and convergence appliances. The PanteraTM DVD
architecture is the building block for other video and audio decoder products.
Custom Solutions, a business unit that was previously part of the
Communications and Consumer Group, is now a part of the Information Appliance
Group for organizational reporting purposes. It supplies a range of
application-specific and standard integrated circuits for targeted customers in
the telecommunications, automotive and consumer electronics markets.
Network Products Group: The Network Products Group offers a line of
Ethernet products that address a range of applications. The majority of network
product sales for fiscal 2000 were derived from relatively mature 10/100 Mb
products. Utilizing the digital signal processing technology that was initially
obtained through the ComCore acquisition, the group has now developed new
network products with higher bandwidth applications. These include MACPHYTERTM,
a fast Ethernet 10/100Mb device, combined with a media access controller; a
GIGPHYTERTM, offering expanded bandwidth (10/100/1000Mbps) that addresses
transmission over copper networks; and a DSPHYTERTM, a single 10/100Mbps
ethernet transceiver device. The group's current new product development efforts
focus on both the wired and wireless home networking markets.
Separately from these operating groups, National's corporate structure
includes centralized Worldwide Sales and Marketing and a Central Technology and
Manufacturing Group. Worldwide Sales and Marketing is structured around the four
major regions of the world where the company operates -- the Americas (North and
South Americas), Europe, Japan and Asia Pacific -- and unites the company's
worldwide sales and marketing organization. CTMG manages all production,
including outsourced manufacturing requirements, and technology operations. The
technology operations include process technology, which provides pure research
and process development necessary for many of the company's core production
processes, and initial product prototyping for leading edge products. CTMG
provides a range of process libraries, product cores and software that is shared
among National's product lines to develop system level solutions. It is also
responsible for the selection and usage of common support tools, including
integrated computer-aided design for design, layout, simulation and initial test
of the logical and physical representations for new products.
Segment Financial Information
For segment reporting purposes, each of the company's product line business
units represent an operating segment as defined under Statement of Financial
Accounting Standards No. 131, Disclosures about Segments of an Enterprise and
Related Information. Business units that have similar economic characteristics
have been combined to form three main operating segments that include the Analog
segment, the Information Appliance segment and the Network Products segment.
Based on the criteria under SFAS 131, only the Analog and the Information
Appliance segments are considered reportable segments. The Network Products
segment, as well as other business units that did not meet the aggregation
criteria to be included in the three main operating segments, is included in
"All Others." For further financial information on these segments, refer to the
information contained in Note 12, "Segment and Geographic Information," in the
Notes to the Consolidated Financial Statements included in Item 8.
Marketing and Sales
The company markets its products globally to original equipment manufacturers
through a direct sales force. Major OEMs include Telefonaktiebolaget L.M.
Ericsson, Samsung Group, Motorola, Inc., Siemens AG, Compaq Computer
Corporation, as well as Robert Bosch GmbH, International Business Machines
Corporation, Hewlett-Packard Company, Nokia Group and Nortel Networks
Corporation. In addition to its direct sales force, National uses distributors
in its four business regions, and approximately 44 percent of the company's
worldwide revenues are channeled through distributors. Sales to distributors
include an increasing portion of sales in which a distributor acts as the
logistics partner for one or more of the company's OEM customers. In line with
industry practices, National generally credits distributors for the effect of
price reductions on their inventory of National products and, under specific
conditions, repurchases products that have been discontinued by the company.
Customer support is handled by comprehensive, central facilities in the
United States, Europe and Singapore. These customer support centers respond to
inquiries on product pricing and availability, customer technical support
requests, order entry and scheduling.
National augments its sales effort with application engineers based in
the field. These engineers are specialists in National's product portfolio and
work with customers to identify and design National integrated circuits into the
customers' products and applications. These engineers also help identify
emerging markets for new products and are supported by company design centers in
the field or at manufacturing sites.
Customers
National is not dependent upon any single customer, the loss of which would have
a material effect on the company. No one customer or distributor accounted for
10 percent or more of total net sales in fiscal 2000, 1999 and 1998.
Backlog
Semiconductor backlog quantities and shipment schedules under outstanding
purchase orders are frequently revised to reflect changes in customer needs.
Binding agreements for the sale of specific quantities at specific prices that
are contractually subject to price or quantity revisions are, as a matter of
industry practice, rarely formally enforced. For these reasons, National does
not believe that the amount of backlog at any particular date is meaningful.
Seasonality
Generally, National is affected by the seasonal trends of the semiconductor and
related industries. As a result of these trends, it typically experiences lower
revenue in the third fiscal quarter, primarily due to customer holiday demand
adjustments. Revenue usually reaches a seasonal peak in the company's fourth
fiscal quarter. During fiscal 2000, this trend in order patterns was
experienced, but the company nevertheless realized sequential quarterly revenue
growth, as business conditions for the semiconductor industry continued to
improve throughout the first half of calendar 2000.
Manufacturing
The design of semiconductor and integrated circuit products is shaped by general
market needs and customer requirements. 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. Production of integrated circuits continues with wafer sort,
where the wafers are tested and separated into individual circuit devices;
assembly, where 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; and final test, where the devices are subjected to
a series of vigorous 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. 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 and mounted directly onto the circuit board.
The company conducts product design and development work predominantly
in the United States. Wafer fabrication is concentrated in two facilities in the
United States and one in Scotland. Nearly all product assembly and final test
operations are performed in facilities in Southeast Asia. For capacity
utilization and other economic reasons, National employs subcontractors to
perform certain manufacturing functions in the United States, Europe, Israel,
Southeast Asia and Japan.
National's wafer manufacturing processes span Bipolar, Metal Oxide
Silicon, Complementary Metal Oxide Silicon and Bipolar Complementary Metal Oxide
Silicon technologies. The company is converting its wafer fabrication processes
to emphasize integration of analog and digital capabilities to support its
strategy to develop system-on-a-chip products. Bipolar processes primarily
support National's standard products. As products decrease in size and increase
in functionality, National's and its subcontractors' wafer fabrication
facilities must be able to manufacture integrated circuits with sub-micron
circuit pattern widths. This precision fabrication carries over to assembly and
test operations where advanced packaging technology and comprehensive testing
are required to address the ever increasing performance and complexity embedded
in current integrated circuits.
Raw Materials
National's manufacturing processes use certain key raw materials critical to its
products. These include silicon wafers, certain chemicals and gases, ceramic and
plastic packaging materials and various precious metals. National also relies on
subcontractors to supply finished or semi-finished products that it then markets
through its sales channels. Both raw materials and semi-finished or finished
products are obtained from various sources, although the number of sources for
any particular material or product is relatively limited. Although National
feels its current supply of essential materials is adequate, shortages from time
to time have occurred and could occur again. Significant increases in demand,
rapid product mix changes or natural disasters can all affect the company's
ability to procure materials or goods.
Research and Development
National's research and development consists of pure research in metallurgical,
electro-mechanical and solid state sciences, manufacturing process development
and product design. Research functions and development of most process
technologies are done by Central Technology and Manufacturing's process
technology group. Total company R&D expenses were $386.1 million for fiscal
2000, or 18 percent of sales, compared to $471.3 million for fiscal 1999, or 24
percent of sales, and $482.0 million for fiscal 1998, or 19 percent of sales.
These amounts exclude in-process R&D charges of $4.2 million related to the
acquisition of Algorex Inc. in fiscal 2000 and $102.9 million related to the
acquisitions of ComCore Semiconductor, Inc. ($95.2 million), Future Integrated
Systems, Inc. ($2.5 million) and the digital audio technology business of
Gulbransen ($5.2 million) in fiscal 1998. The in-process R&D charges are
included as a component of special items in the consolidated statements of
operations.
For fiscal 2000, National expended 21 percent of its R&D spending
toward the development of process technology and 79 percent for new product
development, a decline in spending of 47 percent and 3 percent, respectively,
from 1999, when it spent 33 percent toward process technology and 67 percent for
new product development. This shift reflects the company's exit from the Cyrix
PC microprocessor business, a concurrent spending reduction in related product
and CMOS process development, and management's decision to realign its strategic
research and development programs to focus on its analog and information
appliance businesses.
Patents
National owns numerous United States and non-U.S. patents and has many patent
applications pending. It considers the development of patents and the
maintenance of an active patent program advantageous to the conduct of its
business but believes that continued success will depend more on engineering,
production, marketing, financial and managerial skills than on its patent
program. The company licenses certain of its patents to other manufacturers and
participates in a number of cross licensing arrangements and agreements with
other parties. Each license agreement has unique terms and conditions, with
variations as to length of term, royalties payable, permitted uses and scope.
The majority of the agreements are cross-licenses where the company grants broad
licenses to its intellectual property in exchange for receiving a license; none
are exclusive. The amount of income from licensing agreements has varied in the
past and the amount and timing of future income from licensing agreements cannot
be precisely forecast. On an overall basis, National believes that none of the
license agreements is material to the company in terms of either the royalty
payments due or payable or the intellectual property rights granted or received
under any such agreement.
Employees
At May 28, 2000, National employed approximately 10,500 people of whom
approximately 4,800 were employed in the United States, 1,300 in Europe, 4,300
in Southeast Asia and 100 in other areas. The company believes that its future
success depends fundamentally on its ability to recruit and retain skilled
technical and professional personnel. National's employees in the United States
are not covered by collective bargaining agreements. The company considers its
employee relations worldwide to be favorable.
Competition and Risks
The Semiconductor Industry
The semiconductor industry is characterized by rapid technological change and
frequent introduction of new technology leading to more complex and powerful
products. The result is a cyclical economic environment generally characterized
by short product life cycles, rapid selling price erosion and high sensitivity
to the overall business cycle. In addition, both substantial capital and R&D
investment are required for development and manufacture of products and
processes. The company may experience periodic fluctuations in its operating
results because of industry-wide conditions.
Fluctuations in Financial Results
National's financial results are affected by the business cycles and seasonal
trends of the semiconductor and related industries. Shifts in product mix
toward, or away from, higher margin products can also have a significant impact
on its operating results. As a result of these and other factors, National's
financial results can fluctuate significantly from period to period. As an
example, the company generated net income in fiscal 2000, but experienced
substantial losses in fiscal 1999 and 1998. It also generated net income in
fiscal 1993 through 1997, while it incurred losses in fiscal 1989 through 1992.
Competition
Competition in the semiconductor industry is intense. National competes with a
number of major corporations in the high-volume segment of the industry. These
include several multinational companies whose semiconductor business may be only
part of their overall operations, such as IBM, Motorola, Inc., Koninklijke
(Royal) Philips Electronics N.V., NEC Corporation and Toshiba Corporation.
National also competes with a large number of corporations that target
particular markets such as Linear Technology Corporation, Analog Devices, Inc.,
Advanced Micro Devices, Inc., LSI Logic Corporation, STMicroelectronics N.V.,
Intel Corporation and Texas Instruments Incorporated. Competition is based on
design and quality of products, product performance, price and service, with the
relative importance of such factors varying among products and markets. National
currently faces escalating competition in the networking market from both large
companies such as Intel and Lucent Technologies Inc., as well as newer companies
including Broadcom Corporation and Marvell Technology Group Ltd. With the Cyrix
6x86 and M II products, the company was faced with competition in the personal
computer market for socket-seven compatible microprocessor products where
companies such as Intel and AMD significantly influence the price and
availability of products.
There can be no assurance that National will be able to compete
successfully in the future against existing or new competitors or that its
operating results will not be adversely affected by increased price competition.
The company may also compete with several of its customers, particularly
customers in the networking and personal systems markets.
International Operations
National conducts a substantial portion of its operations outside the United
States and its business is subject to risks associated with many factors beyond
its control. These factors include fluctuations in foreign currency rates,
instability of foreign economies, emerging infrastructures in foreign markets,
support required abroad for demanding manufacturing requirements, government
changes and U.S. and foreign laws and policies affecting trade and investment.
Although it has not experienced any materially adverse effects from its foreign
operations as a result of these factors, National has been impacted in the past
by one or more of these factors and can be impacted in the future by these. In
addition, although the company seeks to hedge its exposure to currency exchange
rate fluctuations, its competitive position relative to non-U.S. suppliers can
be affected by the exchange rate of the U.S. dollar against other currencies,
particularly the Japanese yen.
Environmental Regulations
National believes that compliance with federal, state and local laws or
regulations which have been enacted to regulate the environment has not had, nor
will have, a material effect upon the company's capital expenditures, earnings,
competitive or financial position. (See Item 3, Legal Proceedings.)
In addition to the risks discussed above, further discussion of other
risks and uncertainties that may affect the company's business is included in
the Outlook section of "Management's Discussion and Analysis" (See Item 7).
Geographic Information
For information on the geographic areas in which the company operates, refer to
the information contained in Note 12, "Segment and Geographic Information," in
the Notes to the Consolidated Financial Statements (See Item 8).
ITEM 2. PROPERTIES
National's principal administrative and research facilities are located in Santa
Clara, California. Its principal wafer fabrication and process research and
product development and development capabilities are located at the company's
plants in South Portland, Maine; Arlington, Texas; and Greenock, Scotland. The
company also operates small design facilities in various locations in the U.S.
including Calabasas, California; Draper, Utah; Federal Way, Washington; Fort
Collins, Colorado; Fremont, California; Grass Valley, California; Iselin, New
Jersey; Longmont, Colorado; Nashua, New Hampshire; Newport Beach, California;
Norcross, Georgia; Salem, New Hampshire; San Diego, California; San Francisco,
California; and Tucson, Arizona and overseas locations including China, Germany,
India, Israel, Japan, the Netherlands and the United Kingdom.
The company conducts manufacturing in its wafer fabrication facilities
located in Arlington, Texas; South Portland, Maine; and Greenock, Scotland. In
connection with the company's decision in fiscal 1999 to consolidate its wafer
manufacturing operations in Greenock, Scotland, the manufacturing from its
4-inch wafer fabrication facility was consolidated into its 6-inch wafer
fabrication facility at the same site. It also moved some of the Greenock
production to its manufacturing facility in Arlington, Texas. The closure of the
Greenock 4-inch wafer fabrication facility is now expected to be completed by
the end of September 2000. As previously announced, National will retain full
ownership of the manufacturing facility in Greenock and has ceased its efforts
to seek an investor to acquire and operate that facility as an independent
foundry business. The company's remaining captive manufacturing capacity and its
third-party subcontract manufacturing arrangements are expected to be adequate
to supply the company's needs in the foreseeable future. Assembly and test
functions are performed primarily in Southeast Asia. These facilities are
located in Melaka, Malaysia and Toa Payoh, Singapore. The regional headquarters
for National's Worldwide Sales and Marketing are located in Santa Clara,
California; Munich, Germany; Tokyo, Japan; and Kowloon, Hong Kong. National
maintains local sales offices, sales service centers and design centers in
various locations and countries throughout its four business regions. In
general, the company owns its manufacturing facilities and leases most of its
sales and administrative offices. Notes secured by real estate include two notes
assumed as part of the repurchase of the equity interest in the company's
Arlington, Texas, facility, which was sold and leased back prior to 1990.
Interest on these notes is due semi-annually, principal payments vary and
maturities range from March 2001 to March 2002. These notes total $8.8 million
of the company's long-term debt as of May 28, 2000.
Wafer fabrication capacity utilization for fiscal 2000 was 75 percent
compared to 57 percent for fiscal 1999, as demand for analog products improved
throughout the year, especially in the cellular and wireless markets. Capacity
utilization also reflects lower activity in Maine, particularly during the first
half of fiscal 2000 due to the decision to exit the Cyrix PC microprocessor
business. The company finished the fourth quarter of fiscal 2000 with 90 percent
capacity utilization.
ITEM 3. LEGAL PROCEEDINGS
In November 1999, the company and the IRS filed a stipulation of
settled issue with the United States Tax Court. The stipulation confirms the
settlement between the company and the IRS of all outstanding issues relating to
a deficiency notice previously issued by the IRS seeking additional taxes for
fiscal 1989. The issues giving rise to the additional taxes primarily related to
the company's former Israeli operation and the purchase price paid in fiscal
1988 for Fairchild Semiconductor Corporation. The computations of the deficiency
for 1989 and any related deficiency liabilities, or refunds, if any, for
subsequent years have not been finalized. The IRS is also examining the
company's tax returns for fiscal 1994 through 1996. The company believes that
adequate tax payments have been made or accrued for all years.
On April 22, 1988, the district director of the United States Customs
Service, San Francisco, issued a notice of proposed action and a pre-penalty
notice to the company alleging underpayment of duties of approximately $19.5
million on merchandise imported from the company's foreign subsidiaries during
the period from June 1, 1979 to March 1, 1985. The company filed an
administrative appeal in September 1988. On May 23, 1991, the district director
revised the Customs action and issued a notice of penalty claim and demand for
restoration of duties, reducing the alleged underpayment of duties for the same
period to approximately $6.9 million. The company filed an administrative
petition for relief in October 1991 and the alleged underpayment was
subsequently reduced on April 22, 1994 to approximately $3.6 million. The
revised alleged underpayment could be subject to penalties that may be computed
as a multiple of the underpayment. The company filed a supplemental petition for
relief in October 1994. In March 1998, the assistant commissioner of customs for
the office of regulations and rulings issued a decision on the petition, which
provided insignificant reductions to the duty amount being sought. In June 1998,
the company filed an offer of $1.0 million in compromise of all claims, which
was rejected by U.S. Customs. Settlement negotiations are continuing. The
company intends to continue to contest the assessments through available avenues
for relief if it is not able to resolve the issues with U.S. Customs.
On July 1, 1988, the Customs Service liquidated various duty drawback
claims previously filed by the company, denying the payment of drawback
previously paid to the company and issued bills in the amount of $2.5 million
seeking repayment of the accelerated drawback. Timely protests of these
liquidations were filed in September 1988. These protests were denied in March
1996. The company is pursuing judicial review of the denial in the Court of
International Trade and has paid the denied duties and associated interest
totaling $5.2 million, which is a prerequisite to filing a summons with the
Court. Settlement negotiations are underway. The company believes that
resolution of these Customs matters will not have a material impact on the
company's financial position and results of operations.
The company has been named to the National Priorities List (Superfund)
for its Santa Clara, California site and has completed a remedial
investigation/feasibility study with the Regional Water Quality Control Board,
acting as agent for the EPA. The company has agreed in principle with the RWQCB
to a site remediation plan. The company has also been sued by AMD, which seeks
recovery of cleanup costs incurred by AMD in the Santa Clara, California area
under the RWQCB remediation orders. AMD alleges that certain contamination for
which the RWQCB has found AMD responsible was originally caused by the company.
As part of the litigation, the company is seeking to recover from AMD expenses
relating to commingled groundwater in an area offsite and downgradient to
National's and AMD's superfund sites. In addition to the Santa Clara site, the
company has been designated as a potentially responsible party by federal and
state agencies with respect to certain sites with which the company may have had
direct or indirect involvement. These designations are made regardless of the
extent of the company's 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 have been
asserted against a number of other entities for the same cost recovery or other
relief as was asserted against the company. The company has also retained
liability for environmental matters arising from its former operations of
Dynacraft, Inc. and the Fairchild business but is not currently involved in any
legal proceedings relating to those liabilities. The company accrues costs
associated with such matters when they become probable and reasonably estimable.
The amount of all environmental charges to earnings, including charges relating
to the Santa Clara site remediation, which did not include potential
reimbursements from insurance coverage, have not been material during the last
three fiscal years. The company believes that the potential liability, if any,
in excess of amounts already accrued will not have a material effect on the
company's financial position and results of operations.
In November 1997, a federal securities class action suit was filed in
the California Superior Court, Santa Clara County, by Goodman Epstein on behalf
of himself and other Cyrix shareholders. Trial in that case began in June 2000
and on July 11, 2000 a jury returned a verdict in favor of the company and its
board of directors. The case arose out of the 1997 merger between Cyrix and the
company. The plaintiffs represented a class of approximately 25,000 former Cyrix
shareholders who exchanged their Cyrix stock for the company's stock in
connection with the merger. Plaintiffs claimed that the company's proxy and
prospectus misrepresented material information about the company's ability to
manufacture Cyrix microprocessors. Plaintiffs brought their claims under
Sections 11 and 12 of the Securities Act of 1933. Another state law claim for
breach of fiduciary duty against Cyrix and its directors was dismissed on
summary judgment prior to trial. The company does not know at this time if
plaintiffs intend to appeal.
In January 1999, a class action suit was filed against the company in
the California Superior Court, Santa Clara County, by James Harris and other
former and present employees claiming damages for personal injury. The complaint
alleged that cancer and/or reproductive harm were caused to employees as a
result of alleged exposure to toxic chemicals while working at the company.
Plaintiffs claim to have worked at the Company's facility in Santa Clara County
and/or in Greenock, Scotland. In addition, one plaintiff purports to represent a
class of children of company employees who allegedly sustained developmental
harm as a result of alleged in utero exposure to toxic chemicals while their
mothers worked at the company. Plaintiffs seek damages on behalf of the classes
for personal injuries, nervous shock, physical and mental pain, fear of future
illness, medical expenses, and loss of earnings and earnings capacity. No
specific amount of monetary damages is claimed. The company filed demurrers to
the initial complaints and has now answered the fifth amended complaint. Only
limited discovery has taken place to date. The company intends to defend this
action vigorously.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.
EXECUTIVE OFFICERS OF THE REGISTRANT *
Name Current Title Age
Kamal K. Aggarwal (1) Executive Vice President, Central 62
Technology and Manufacturing Group
Roland Andersson (2) Senior Vice President and General Manager, 48
Worldwide Marketing and Sales
Jean-Louis Bories (3) Executive Vice President and General Manager, 45
Information Appliance Group
Patrick J. Brockett (4) Executive Vice President and General Manager, 52
Analog Group
John M. Clark III (5) Senior Vice President, General Counsel 50
and Secretary
Brian L. Halla (6) Chairman of the Board, President and 53
Chief Executive Officer
Donald Macleod (7) Executive Vice President, Finance and 51
Chief Financial Officer
Gobi R. Padmanabhan (8) Senior Vice President and General Manager, 54
Network Products Group
Richard A. Wilson (9) Vice President, Human Resources 57
* all information as of May 28, 2000
Business Experience During Last Five Years
(1) Mr. Aggarwal joined the company in November 1996 as Executive Vice
President, Central Technology and Manufacturing Group. Prior to joining
the company, Mr. Aggarwal held positions as Vice President, Worldwide
Logistics and Customer Service and Vice President, Assembly and Test at
LSI Logic Corporation.
(2) Mr. Andersson joined the company in October 1983. Prior to becoming
Senior Vice President and General Manager, Worldwide Marketing and Sales
in January 2000, Mr. Andersson held positions at the company as Vice
President and General Manager, Europe, Director of Business Development,
Europe, and Director of Sales, Europe.
(3) Mr. Bories joined the company in October 1997. Prior to becoming
Executive Vice President and General Manager, of the Cyrix Group in
January 1999 and of the Information Appliance Group in September 1999, he
held the position of Senior Vice President, Core Technology Group. Prior
to joining the company, he had held positions at LSI Logic Corporation as
Vice President and General Manager, ASIC Division; Vice President,
Engineering/CAD; Director, Advanced Methodology; and Director, 500K
Program.
(4) Mr. Brockett joined the company in September 1979. Prior to becoming
Executive Vice President and General Manager, Analog Group in October
1997, he held positions at the company as Executive Vice President,
Worldwide Sales and Marketing; President, International Business Group;
Corporate Vice President, International Business Group; Vice President,
North America Business Center; Vice President and Managing Director,
European Operations; and Vice President and Director of European Sales.
(5) Mr. Clark joined the company in May 1978. Prior to becoming Senior Vice
President, General Counsel and Secretary in April 1992, he held the
position of Vice President, Associate General Counsel and Assistant
Secretary.
(6) Mr. Halla joined the company in May 1996 as Chairman of the Board,
President and Chief Executive Officer. Prior to joining the company, Mr.
Halla held positions at LSI Logic 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.
(7) Mr. Macleod joined the company in February 1978. Prior to becoming
Executive Vice President, Finance and Chief Financial Officer in June
1995, he held positions as Senior Vice President, Finance and Chief
Financial Officer; Vice President, Finance and Chief Financial Officer;
Vice President, Financial Projects; Vice President and General Manager,
Volume Products - Europe; and Director of Finance and Management Services
- Europe.
(8) Mr. Padmanabhan joined the company in June 1996. Prior to becoming Senior
Vice President and General Manager, Network Products Group in April 1999,
he held the position of Senior Vice President, Technology, Research and
Development. Prior to joining the company, he had held positions at LSI
Logic Corporation as Senior Director, Research and Development; and
Director, Research and Development.
(9) Mr. Wilson joined the company in February 1996 as Vice President, Human
Resources. Prior to joining the company, he held the position of Vice
President, Human Resources at MCI Network Services for 5 1/2 years.
Executive officers serve at the pleasure of the company's Board of
Directors. There is no family relationship among any of the company's directors
and executive officers.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
During the past three fiscal years, the company has issued unregistered
securities as follows:
In connection with a retention arrangement related to the acquisition
of ComCore Semiconductor, Inc. in fiscal 1998, the company issued convertible
subordinated promissory notes to each of the founding shareholders of ComCore
for a total of $15.0 million. As a result of the termination of one of the
ComCore founding shareholders, during fiscal 2000 the company issued
approximately 247,000 shares of common stock upon conversion of one of the
promissory notes. The remaining notes for a total $10 million are
noninterest-bearing and are due the earlier of either the date of termination of
the employee or May 2001. Each note is convertible, in whole or in part, into
shares of the company's common stock on the maturity date or within 30 days
thereafter, based on an initial conversion price of $16.1875. The notes (and
underlying shares issued upon conversion of the notes to the shareholder) were
issued under the private placement exemption of section 4(2) of the Securities
Act. The underwriters were involved in the ComCore acquisition.
See information appearing in Notes 6, Debt; Note 8, Shareholders'
Equity; and Note 14, Financial Information by Quarter (Unaudited) in the Notes
to the Consolidated Financial Statements included in Item 8. The Company's
common stock is traded on the New York Stock Exchange and the Pacific Exchange.
Market price range data are based on the New York Stock Exchange Composite Tape.
Market price per share at the close of business on July 21, 2000 was $42.25. At
July 21, 2000, the number of record holders of the Company's common stock was
8,845.
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial information has been derived from audited
consolidated financial statements. The information set forth below is not
necessarily indicative of results of future operations and should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in Item 7 and the consolidated financial statements
and related notes thereto in Item 8.
FIVE-YEAR SELECTED FINANCIAL DATA
Years Ended May 28, May 30, May 31, May 25, May 26,
In Millions, Except Per Share Amounts 2000 1999 1998 1997 1996
----------- ------------ ----------- ---------- -----------
OPERATING RESULTS
Net sales $2,139.9 $1,956.8 $2,536.7 $2,684.4 $2,833.4
Operating costs and expenses 1,798.0 3,043.1 2,683.6 2,692.1 2,619.3
----------- ------------ ----------- ---------- -----------
Operating income (loss) 341.9 (1,086.3) (146.9) (7.7) 214.1
Interest income (expense), net 15.3 (2.2) 22.3 6.1 9.4
Other income, net 285.3 3.1 24.9 18.7 47.5
----------- ------------ ----------- ---------- -----------
Income (loss) before income taxes and
extraordinary item 642.5 (1,085.4) (99.7) 17.1 271.0
Income tax expense (benefit) 14.9 (75.5) (1.1) 15.5 70.0
----------- ------------ ----------- ---------- -----------
Income (loss) before extraordinary item $627.6 $(1,009.9) $(98.6) $1.6 $201.0
=========== ============ =========== ========== ===========
Net income (loss) $620.8 $(1,009.9) $(98.6) $1.6 $201.0
=========== ============ =========== ========== ===========
Net income (loss) used in basic earnings per share calculation (reflecting
preferred dividends, if applicable):
Income (loss) before extraordinary item $627.6 $(1,009.9) $(98.6) $1.6 $195.4
=========== ============ =========== ========== ===========
Net income (loss) $620.8 $(1,009.9) $(98.6) $1.6 $195.4
=========== ============ =========== ========== ===========
Netincome (loss) used in diluted earnings per share calculation (reflecting
adjustment for interest on convertible notes when dilutive, if applicable):
Income (loss) before extraordinary item $627.6 $(1,009.9) $(98.6) $1.6 $201.0
=========== ============ =========== ========== ===========
Net income (loss) $620.8 $(1,009.9) $(98.6) $1.6 $201.0
=========== ============ =========== ========== ===========
Earnings (loss) per share: Income (loss) before extraordinary item:
Basic $3.62 $(6.04) $(0.60) $0.01 $1.35
=========== ============ =========== ========== ===========
Diluted $3.27 $(6.04) $(0.60) $0.01 $1.30
=========== ============ =========== ========== ===========
Net income (loss):
Basic $3.58 $(6.04) $(0.60) $0.01 $1.35
=========== ============ =========== ========== ===========
Diluted $3.24 $(6.04) $(0.60) $0.01 $1.30
=========== ============ =========== ========== ===========
Weighted-average common and potential common shares outstanding:
Basic 173.6 167.1 163.9 156.1 145.0
=========== ============ =========== ========== ===========
Diluted 191.7 167.1 163.9 159.1 154.3
=========== ============ =========== ========== ===========
Years Ended May 28, May 30, May 31, May 25, May 26,
In Millions, Except Per Share Amounts 2000 1999 1998 1997 1996
----------- ------------ ----------- ---------- -----------
- ---------------------------------------------------------- ----------- ----------- ----------- ---------- -----------
FINANCIAL POSITION AT YEAR-END
Working capital $839.9 $324.2 $514.6 $911.6 $647.7
Total assets $2,382.2 $2,044.3 $3,100.7 $3,210.8 $2,911.3
Long-term debt $48.6 $416.3 $390.7 $460.5 $412.8
Total debt $80.0 $465.6 $444.6 $475.9 $454.4
Shareholders' equity $1,643.3 $900.8 $1,858.9 $1,871.7 $1,723.2
- ---------------------------------------------------------- ----------- ----------- ----------- ---------- -----------
OTHER DATA
Research and development $386.1 $471.3 $482.0 $404.5 $379.0
Capital additions $169.9 $303.3 $622.0 $605.6 $707.7
Number of employees (in thousands) 10.5 11.6 13.0 12.8 20.7
- ---------------------------------------------------------- ----------- ----------- ----------- ---------- -----------
National has paid no cash dividends on its common stock in any of the years
presented above.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the consolidated
financial statements and notes thereto:
Results of Operations
The company recorded net sales of $2.1 billion in fiscal 2000 compared to $2.0
billion in fiscal 1999 and $2.5 billion in fiscal 1998. The growth in sales for
fiscal 2000 over fiscal 1999 was primarily attributable to improvement in market
conditions for the semiconductor industry. As a result, the company continued to
experience better than expected growth in new orders in all regions. The decline
in sales for fiscal 1999 from sales in fiscal 1998 was caused by significant
price reductions in the Cyrix PC microprocessor line of products combined with
the lack of successful new product introductions from the Network Products
Group. Lower sales were also heavily driven by a general slowdown in new orders
the company experienced, particularly in the first half of fiscal 1999.
The company recorded net income of $620.8 million compared to net
losses of $1.0 billion in fiscal 1999 and $98.6 million in fiscal 1998. The
increase in net income was driven by improved operating results, reflecting the
effects of the company's decision to exit the Cyrix PC microprocessor business,
the growth in sales of non-PC microprocessor products and the benefits of cost
reduction actions that were announced in May of fiscal 1999. Special items and
certain other net gains also contributed to the improvement in fiscal 2000 net
income. For fiscal 2000, net income included special items of $55.3 million. The
special items included a $26.8 million gain from the sale of assets of the Cyrix
PC microprocessor business (See Note 3), a $4.2 million in-process research and
development charge related to the acquisition of Algorex Inc. (See Note 4), a
credit of $14.7 million related to restructuring of operations (See Note 3) and
an $18.0 million credit related to an indemnity agreement with Fairchild
Semiconductor that expired in March 2000 (See Note 5). In addition to these
special items, net income included a $270.7 million gain from the sale of shares
of Fairchild stock held by the company and an extraordinary loss of $6.8 million
(net of taxes of $0.4 million). The shares of Fairchild stock were sold as part
of an initial public offering and a secondary offering that Fairchild completed
in August 1999 and February 2000, respectively. The extraordinary loss was
recorded in connection with the redemption of the company's 6.5 percent
convertible subordinated notes due 2002 (See Note 6).
The loss in fiscal 1999 included $700.9 million attributable to special
charges for restructuring of operations. The remaining loss was primarily driven
by lower sales and margin erosion mainly due to lower factory utilization and
price reductions, particularly in the Cyrix PC microprocessor products. The
restructuring charges in fiscal 1999 included $689.6 million related to the
company's decision in May 1999 to exit the Cyrix PC microprocessor business and
$23.0 million related to the consolidation of the wafer manufacturing operations
in Greenock, Scotland (See Note 3). These amounts were partially offset by a
credit of $11.7 million from reserves that were no longer required related to
prior restructure actions completed during the year. In addition to the
restructure charges, fiscal 1999 operating results included $55.1 million in
charges related to the exit of the Cyrix PC microprocessor business. The charges
included $9.0 million against sales for product returns, $43.6 million included
in cost of sales for the write down of Cyrix microprocessor inventory and $2.5
million included in selling, general and administrative expenses for accounts
receivable allowances. A $48.6 million charge for costs associated with the
termination of a wafer manufacturing and marketing agreement between Cyrix and
IBM (See Note 11) was also included in cost of sales for fiscal 1999.
Sales
The increase in overall sales for the year was a result of significantly higher
volumes, which more than offset lower average selling prices experienced across
the company's product offerings. Sales growth, excluding the Cyrix PC
microprocessor products, was 20 percent over sales for fiscal 1999. The
following discussion is based on the company's operating segments described in
Note 12 of the consolidated financial statements.
The Analog segment, whose sales now represent 71 percent of the
company's total sales, drove the growth in sales. In fiscal 2000, analog product
sales grew 30 percent over sales for fiscal 1999. This growth was driven by
significantly higher unit volume, but was partially offset by lower average
selling prices from ongoing price erosion and a changing mix of products. Sales
were particularly strong in the wireless cellular markets, led by
application-specific wireless communications products, amplifiers and power
management products, which all grew more than 62 percent over sales for fiscal
1999. Sales in fiscal 2000 for the Information Appliance segment, excluding the
Cyrix PC microprocessor unit, grew by 18 percent over sales for fiscal 1999 due
to higher volume, offset partially by lower average selling prices. Selling
prices were impacted by strong competition and efforts to gain market share, as
the group focused on information appliance partners in the set-top box, webpad
and thin client markets. This represents a shift from fiscal 1999, when
PC-related markets were the primary focus for information appliances. Network
product sales declined in fiscal 2000 by 22 percent from sales for fiscal 1999.
Although the company introduced new products employing new digital signal
processing technology in the second half of the fiscal year, minimal shipments
of these new products and decreasing demand for mature ethernet products
contributed to the sales decline. The decrease in unit shipments more than
offset marginal increases in average selling prices for network products.
Fiscal 2000 sales increased in all geographic regions compared to sales
in fiscal 1999, which included Cyrix PC microprocessor product sales. The
increases were 40 percent for Japan, 12 percent for Europe, 8 percent for the
Asia Pacific region and 3 percent for the Americas. Foreign currency exchange
rate fluctuation had minimal impact on sales since the favorable effect from the
Japanese yen was offset by the unfavorable effect experienced as the dollar
strengthened against most European currencies. Sales for fiscal 2000 as a
percentage of total sales increased to 25 percent and 9 percent for Europe and
Japan, respectively, while it declined to 36 percent for the Americas and 30
percent for the Asia Pacific region.
The overall decline in sales for fiscal 1999 from sales for fiscal 1998
was primarily caused by price erosion that affected average selling prices in
most of the company's product areas. Sales in fiscal 1999 for analog products
declined by 13 percent from fiscal 1998 sales. General weakness experienced by
the company in the PC and communications related markets contributed to the
decline in sales for the company's analog products, particularly sales in the
first half of the year. Industry-wide excess capacity forced average analog
selling prices to decline over the year, which more than offset increased unit
shipments. Despite the overall decline in sales for analog products, sales
within Analog for application-specific wireless communications products grew by
8 percent over fiscal 1998 sales. This growth was driven by higher unit volume
with some modest price declines. Sales for network products in fiscal 1999
declined 59 percent from fiscal 1998 sales, as the company continued to
experience declining shipments in its existing mature portfolio of ethernet
products. The company's failure to introduce successful new network products
since the second half of fiscal 1998 was the primary cause of the sharp drop in
fiscal 1999 sales for network products. Cyrix PC microprocessor sales also
declined by 21 percent from fiscal 1998 sales. Significant price reductions in
the Cyrix PC microprocessor products caused the decline in Cyrix sales, despite
a unit volume increase. Highly competitive pricing trends and higher-speed
microprocessor offerings by competitors negatively impacted average selling
prices of Cyrix microprocessors. The decline in sales for information appliance
products was also driven by the general weakness experienced during the year in
the PC and communications related markets. Sales of integrated microprocessors
and certain other PC-related peripheral products declined 40 percent in fiscal
1999 from fiscal 1998 as a result of a decrease in both units and prices.
Although integrated microprocessors are now targeted at a variety of information
appliance applications, historically, the vast majority of sales of integrated
microprocessors through the end of fiscal 1999 has been achieved through PC
products, such as sub-$1,000 desktop PCs and lower-cost notebook PCs.
Compared to sales in fiscal 1998, fiscal 1999 sales decreased in all
geographic regions. The decreases were 33 percent for the Americas, 25 percent
for Japan, 21 percent for Europe and 7 percent for the Asia Pacific region. As
the dollar strengthened against the Japanese yen, the dollar value of foreign
currency denominated sales had an unfavorable effect on sales in Japan. This was
offset by a generally favorable effect experienced in Europe. As a result,
foreign currency exchange rate fluctuation had minimal effect on the overall
decrease in sales. For fiscal 1999, sales as a percentage of total sales
increased to 31 percent for the Asia Pacific region and declined to 38 percent
for the Americas, while it remained constant at 24 percent for Europe and 7
percent for Japan.
Gross Margin
Gross margin as a percentage of sales increased to 46 percent in fiscal 2000
from 21 percent in fiscal 1999 and 35 percent in fiscal 1998. Excluding the
effect of charges in fiscal 1999 related to the IBM contract termination of
$48.6 million and the write down of Cyrix microprocessor inventory of $43.6
million related to the exit of the Cyrix PC microprocessor business, gross
margin for fiscal 1999 was 26 percent. The increase in gross margin for fiscal
2000 was driven primarily by improved product mix, as Cyrix PC microprocessor
sales were replaced by higher-margin analog product sales, and by increased
factory utilization, particularly at the Arlington and Greenock manufacturing
facilities. Wafer fabrication capacity utilization for fiscal 2000 was 75
percent compared to 57 percent for fiscal 1999. This reflects lower activity in
Maine, particularly during the first half of the fiscal year due to the decision
to exit the Cyrix PC microprocessor business. Excluding the effect of Maine,
wafer fabrication capacity utilization for fiscal 2000 was 85 percent. As
production activity in Maine began to ramp back up in the second half of fiscal
2000, factory utilization reached 94 percent by the end of the fiscal year. The
reduction in depreciation expense associated with the impairment losses recorded
in May 1999 on capital assets in Maine also contributed to the overall
improvement in gross margin.
For fiscal 1999, the primary factors contributing to the decline in
gross margin from fiscal 1998 were lower factory utilization combined with price
erosion, particularly in the Cyrix PC microprocessor products. Lower wafer
fabrication capacity utilization for fiscal 1999 of 57 percent compared to 76
percent for fiscal 1998, was primarily caused by running manufacturing
facilities (except those located in Maine) at reduced capacity utilization rates
during most of the year in order to manage inventory levels and control costs.
Capacity utilization in Maine reached 92 percent in the third quarter of fiscal
1999, as the IBM action enabled the company to ramp up its own microprocessor
manufacturing and more fully utilize the capacity available in its Maine wafer
fabrication facility. However, capacity utilization in Maine significantly
declined in the fourth quarter of fiscal 1999, falling to 34 percent by the end
of the fiscal year, as a result of the decision to exit the Cyrix PC
microprocessor business. Additional expenses of approximately $35.6 million
associated with consolidating the Greenock capacity and transferring related
processes to the company's other manufacturing facilities also unfavorably
affected gross margin.
Research and Development
Research and development expenses in fiscal 2000 were $386.1 million, or 18
percent of sales, compared to $471.3 million in fiscal 1999, or 24 percent of
sales, and $482.0 million in fiscal 1998, or 19 percent of sales. The fiscal
2000 and 1998 amounts exclude $4.2 million and $102.9 million, respectively, for
in-process R&D charges related to acquisitions. The in-process R&D charges are
included as a component of special items in the consolidated statements of
operations. Exiting from the Cyrix PC microprocessor business allowed the
company to reduce fiscal 2000 R&D spending for product development, as well as
the underlying advanced CMOS process development spending. The company continues
to invest resources to develop new cores and integrate those cores with its
other technological capabilities to create system-on-a-chip products aimed at
the emerging information appliance market. It also continues to invest in the
development of new analog and mixed-signal technology-based products for
applications in the wireless communications, personal systems and consumer
markets, as well as in the process technologies needed to support those
products. For fiscal 2000, the company devoted approximately 79 percent of its
R&D effort towards new product development and 21 percent towards the
development of process technology. This represents a decrease from fiscal 1999
of 3 percent and 47 percent in spending for new product development and process
technology, respectively.
The decline in R&D expenses in fiscal 1999 from fiscal 1998 resulted
from the company's ability to manage expenses to more closely align spending
with business conditions at the time. A significant portion of R&D expenses had
been directed towards developing Cyrix microprocessor-based products and
advanced sub-micron processes necessary for manufacturing high-performance PC
microprocessors.
Selling, General and Administrative
Selling, general and administrative expenses in fiscal 2000 were $312.3 million,
or 15 percent of sales, compared to $317.4 million in fiscal 1999, or 16 percent
of sales, and $353.2 million in fiscal 1998, or 14 percent of sales. The
reduction in fiscal 2000 expenses reflects the benefits achieved from the cost
reduction actions announced in May 1999. These cost savings were partially
offset by an increase in fiscal 2000 of payroll and employee benefit expenses.
The comparable fiscal 1999 expenses also included recoveries derived from
service fees paid by Fairchild Semiconductor under a transition services
agreement entered into when the company completed its disposition of Fairchild.
There is no such recovery reflected in expenses for fiscal 2000, since that
agreement terminated during fiscal 1999. The decrease in fiscal 1999 expenses
from fiscal 1998 reflects the effect of certain actions taken by the company in
late fiscal 1998 to reduce its overall cost structure in response to weakened
business conditions experienced at that time.
Restructuring of Operations
During fiscal 2000, the company recorded credits of $14.7 million related to the
reduction of certain restructure reserves that were no longer required and the
final disposition of equipment from the closure of the Santa Clara wafer
fabrication facility. Other activity during fiscal 2000 related to the
restructuring actions that were undertaken during fiscal 1999 and 1998 is
described in Note 3 of the Notes to Consolidated Financial Statements.
Charge for Acquired In-Process Research and Development
In connection with the acquisition of Algorex Inc. in fiscal 2000, $4.2 million
of the total purchase price was allocated to the value of in-process R&D. In
connection with the acquisitions during fiscal 1998 of ComCore Semiconductor,
Inc., Future Integrated Systems, Inc. and the digital audio technology business
of Gulbransen, Inc., $95.2 million, $2.5 million and $5.2 million, respectively,
of each total purchase price was allocated to the value of in-process R&D. These
amounts were determined through established valuation techniques used in the
high-technology industry and were expensed upon acquisition because
technological feasibility had not been established and no alternative uses
existed for the technologies.
Algorex was a provider of high performance digital signal processing
products, architecture and software technologies for the wireless communication
markets. National expects these technologies to enhance its capability in the
future to provide complete chipset solutions for the cellular phone and wireless
information appliance markets. ComCore was a designer of integrated circuits for
computer networking and broadband communications that used mathematical
techniques combined with advanced digital signal processing and customized
design methodologies to create high-performance communications integrated
circuits. ComCore was acquired in order to add advanced design and technology
capabilities to the company's existing analog, mixed-signal and digital
expertise. FIS supplied graphics hardware and software products for the PC
market. FIS was acquired for its design expertise to enhance the company's
ability to integrate advanced graphics capabilities into system-on-a-chip
solutions for the personal computer market. The Gulbransen audio compressor
technology was acquired to provide digital audio building blocks for
system-on-a-chip solutions.
In each acquisition, the fair value of the in-process R&D was based on
discounted projected net cash flows expected to be derived after successful
completion of the R&D projects underway. Estimates of future cash flows from
revenues were based primarily on market growth assumptions, lives of underlying
technologies and the company's expected share of market. Gross profit
projections were based on the company's experience with products that were
similar in nature or products sold into markets with similar characteristics.
Estimated operating expenses, income taxes and capital charges were deducted
from gross profit to determine net operating income for the in-process R&D
projects. Operating expenses were estimated as a percentage of revenue and
included sales and marketing expenses and development costs to maintain the
technology once it has achieved technological feasibility. The company
discounted the net cash flows of the in-process R&D projects using probability
adjusted discount rates that approximated the overall rate of return for each
acquisition as a whole and reflected the inherent uncertainties surrounding the
development of in-process R&D projects.
Interest Income and Interest Expense
For fiscal 2000, the company earned net interest income of $15.3 million,
compared to net interest expense of $2.2 million for fiscal 1999 and net
interest income of $22.3 for fiscal 1998. Net interest income in fiscal 2000 was
the result of both higher cash balances and higher interest rates, combined with
a decrease in interest expense. The decrease in interest expense was mainly due
to the redemption of the $258.8 million 6.5 percent convertible subordinated
notes, which were repaid in November 1999. Net interest expense in fiscal 1999
compared to net interest income in fiscal 1998 was primarily attributable to
less interest earned from slightly lower rates on lower average cash balances
while interest expense was relatively consistent, as average debt balances
remained unchanged. In addition, the company capitalized $0.4 million of
interest associated with capital expansion projects in fiscal 1999 compared to
$4.9 million in fiscal 1998. There was no interest capitalized in fiscal 2000.
Other Income, Net
Other income, net was $285.3 million for fiscal 2000, compared to $3.1 million
for fiscal 1999 and $24.9 million for fiscal 1998. For fiscal 2000, this
included a net gain of $272.5 million from equity investments, $11.5 million of
net intellectual property income and other miscellaneous income of $1.3 million.
Net intellectual property income for fiscal 2000 related primarily to two
significant licensing agreements. This compares to fiscal 1999, which included
$11.3 million of net intellectual property income related primarily to a single
significant licensing agreement and a $0.1 million net loss from equity
investments. These amounts were offset by a $7.0 million settlement of disputes
involving intellectual property rights and other miscellaneous expenses of $1.1
million. For fiscal 1998, other income, net included $15.7 million of net
intellectual property income related to a single significant licensing
agreement, as well as smaller ongoing royalty receipts, a $10.3 million net gain
from equity investments and other miscellaneous expenses of $1.1 million.
Income Tax Provision/Benefit
The company recorded income tax expense of $14.9 million in fiscal 2000,
compared to income tax benefits in fiscal 1999 and 1998 of $75.5 million and
$1.1 million, respectively. The effective tax rate for fiscal 2000 was 2 percent
compared to effective tax rates of approximately 7 percent and 1 percent for
fiscal 1999 and 1998, respectively. The tax rate in fiscal 2000 is less than the
federal statutory rate due primarily to the reduction in U.S. taxable income
from the utilization of net operating loss carryovers. Realization of net
deferred tax assets ($130.0 million at May 28, 2000) is primarily dependent on
the company's ability to generate future U.S. taxable income. Management
believes that it is more likely than not that forecasted U.S. taxable income
will be sufficient to utilize these tax assets. However, there can be no
assurance that the company will meet its expectations of future U.S. taxable
income.
Foreign Operations
The company's foreign operations include manufacturing facilities in the Asia
Pacific region and Europe and sales offices throughout the Asia Pacific region,
Europe and Japan. A portion of the transactions at these facilities is
denominated in local currency, which exposes the company to risk from exchange
rate fluctuations. The company's exposure from expenses at foreign manufacturing
facilities is concentrated in pound sterling, Singapore dollar and Malaysian
ringgit. Where practical, net non-U.S. dollar denominated asset and liability
positions are hedged using forward exchange and purchased option contracts. The
company's exposure from foreign revenue is limited to the Japanese yen and the
euro. The company hedges up to 100 percent of the notional value of outstanding
customer orders denominated in foreign currency, using forward exchange
contracts and over-the-counter foreign currency options. A portion of
anticipated foreign sales commitments is, at times, hedged using purchased
option contracts that have an original maturity of one year or less.
Financial Market Risks
The company is exposed to financial market risks, including changes in interest
rates and foreign currency exchange rates. To mitigate these risks, the company
uses derivative financial instruments. The company does not use derivative
financial instruments for speculative or trading purposes.
Due mainly to the short-term nature of the major portion of the
company's investment portfolio, the fair value of the company's investment
portfolio or related income would not be significantly impacted by either a 100
basis point increase or decrease in interest rates. An increase in interest
rates would benefit the company due to the large net cash position. An increase
in interest rates also would not increase interest expense due to the fixed
rates of the company's debt obligations.
A substantial majority of the company's revenue and capital spending is
transacted in U.S. dollars. However, the company enters into these transactions
in other currencies, primarily the Japanese yen, euro and certain other Asian
currencies. To protect against reductions in value and the volatility of future
cash flows caused by changes in foreign exchange rates, the company has
established revenue and balance sheet hedging programs. The company's hedging
programs reduce, but do not always eliminate, the impact of foreign currency
exchange rate movements. Adverse change (defined as 15 percent in all
currencies) in exchange rates would result in a decline in income before taxes
of less than $10 million. This calculation assumes that each exchange rate would
change in the same direction relative to the U.S. dollar. In addition to the
direct effects of changes in exchange rates, such changes typically affect the
volume of sales or the foreign currency sales price as competitors' products
become more or less attractive. The company's sensitivity analysis of the
effects of changes in foreign currency exchange rates does not factor in a
potential change in sales levels or local currency selling prices.
All of the potential changes noted above are based on sensitivity
analyses performed on the company's balances as of May 28, 2000.
Financial Condition
As of May 28, 2000, cash and short-term investments increased to a total $849.9
million from a total $525.9 million at May 30, 1999. Cash generated from
operating activities was $399.7 million, an increase over $226.1 million in
fiscal 1999 and $280.8 million in fiscal 1998. Net income primarily contributed
to this increase. Although operating cash was positively affected by net income
earned in fiscal 2000, it was negatively impacted by changes in working capital.
The negative effect from changes in working capital was attributable to
increases primarily in receivables and in inventories due to higher sales and
increased demand.
Investing activities generated cash of $207.5 million in fiscal 2000
compared to cash used of $317.2 million in fiscal 1999 and $753.6 million in
fiscal 1998. Proceeds of $286.0 million from the sale of Fairchild stock was the
primary source of cash from investing activities. Proceeds of $75.0 million from
the sale of the Cyrix PC microprocessor business also contributed to cash from
investing activities. These proceeds were partially offset by the company's
investment in property, plant and equipment of $169.9 million. This compares to
cash used in investing activities in fiscal 1999 and fiscal 1998, which was
primarily for capital expenditures of $303.3 million and $622.0 million,
respectively. Lower capital expenditures in fiscal 1999 from fiscal 1998 were
driven by significantly reduced spending for the Maine wafer fabrication
facility, which was essentially completed by the end of calendar 1998, and
management's effort to control the overall level of capital expenditures in
response to then weakened business conditions.
Financing activities used cash of $247.1 million in fiscal 2000,
compared to providing cash of $49.0 million in fiscal 1999 and $18.2 million in
fiscal 1998. A total of $380.5 million was used to repay debt in fiscal 2000.
This included payment of $265.8 million to redeem the company's 6.5 percent
convertible subordinated notes. Debt repayment was partially offset by the
receipt of $133.4 million from the issuance of common stock under employee
benefit plans. In fiscal 1999, the primary contributors to cash generated by
financing activities included the proceeds of a $67.5 million drawdown on new
equipment loans and $28.0 million from the issuance of common stock under
employee benefit plans. Those amounts were partially offset by $56.5 million of
general debt repayment. In fiscal 1998, cash provided by financing activities
included proceeds of a $100.4 million drawdown on new and existing equipment
loans and $63.2 million from the issuance of common stock under employee benefit
plans. Those amounts were offset by the $126.4 million redemption of
substantially all of the Cyrix 5.5 percent convertible subordinated notes and
$19.0 million of other general debt repayment.
Management foresees substantial cash outlays for plant and equipment
throughout fiscal 2001, with primary focus on capacity expansion in its wafer
manufacturing and assembly and test facilities, based on expected future unit
volume increases. As a result, the fiscal 2001 capital expenditure level is
expected to be significantly higher than the fiscal 2000 level. Existing cash
and investment balances, together with existing lines of credit, are expected to
be sufficient to finance planned fiscal 2001 capital investments.
Recently Issued Financial Accounting Standards
In June 1999, the Financial Accounting Standards Board deferred the effective
date for adoption of Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
requires companies to record derivatives on the balance sheet as assets or
liabilities measured at fair value. Gains or losses resulting from changes in
the values of those derivatives would be accounted for depending on the use of
the derivative and whether it qualifies for hedge accounting. The key criterion
for hedge accounting is that the hedging relationship must be highly effective
in achieving offsetting changes in fair value or cash flows. The company is
presently analyzing this statement and has not yet determined its impact on the
company's consolidated financial statements. The company is required to adopt
this statement by the first quarter of fiscal 2002.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, Revenue Recognition in Financial Statements. The
staff accounting bulletin summarizes certain of the staff's views in applying
generally accepted accounting principles to revenue recognition in financial
statements. The staff accounting bulletin is effective beginning in the fourth
quarter of fiscal 2001 and is not expected to have any material impact on the
company's consolidated financial statements.
In March 2000, the Financial Accounting Standards Board issued
Interpretation No. 44, Accounting for Certain Transactions involving Stock
Compensation, an interpretation of APB Opinion No. 25. Interpretation No. 44
clarifies the application of Opinion 25 for the definition of an employee for
purposes of applying Opinion 25, the criteria for determining whether a plan
qualifies as a non-compensatory plan, the accounting consequence of various
modifications to the terms of a previously fixed stock option or award and the
accounting for an exchange of stock compensation awards in a business
combination. The interpretation is effective July 1, 2000, but certain
conclusions cover specific events that occur after either December 15, 1998 or
January 12, 2000. The company believes that this interpretation will not have a
material impact on the company's consolidated financial statements.
Year 2000 Readiness Program
The company completed its transition from calendar year 1999 to 2000 with no
reported significant impact to operations. The company terminated its formal
year 2000 program after its systems, facilities and products successfully
transitioned the February 29 leap year date.
Year 2000 project costs and resource consumption incurred through
fiscal 2000 totaled approximately $19 million. Approximately 40 percent of those
costs were related to internal staff costs, with the remaining 60 percent for
hardware and software upgrade costs that were incremental to ongoing operating
expenses. Internal staff that were dedicated to the year 2000 project, either
full time or part time, have been redeployed to other areas of focus, such as
e-commerce.
Outlook
The statements contained in this outlook section and within certain sections of
management's discussion and analysis are forward-looking based on current
expectations and management's estimates. Actual results may differ materially
from those set forth in these forward-looking statements.
The semiconductor industry is characterized by rapid technological
change and frequent introduction of new technology leading to more complex and
more integrated products. The result is a cyclical environment with short
product life, price erosion and high sensitivity to the overall business cycle.
In addition, substantial capital and R&D investment are required to support
products and manufacturing processes. As a result of these industry conditions,
the company has experienced in the past and may experience in the future
periodic fluctuations in its operating results.
The company's strategy is to put systems on a chip for its key
trendsetting data highway partners, using its analog expertise as a starting
point for forward integration. As a result of this focus, the company expects to
grow at or above market rates of growth in particular segments of the analog,
mixed-signal and information appliance markets.
Market conditions for the semiconductor industry improved throughout
the fiscal year. The company experienced better than expected sequential
quarterly sales growth as new orders continued to strengthen. The analog
business was especially healthy, particularly in the cellular markets where
sales of amplifier, power management and application-specific wireless products
were strong. The company believes its business in these areas will continue to
grow and anticipates this improvement to continue into fiscal 2001. However, the
company faces the risk that the current improvement in the semiconductor
industry may be short-lived. Unless there is continued improvement in new
orders, the company may be unable to attain the level of revenue growth expected
for fiscal 2001 and operating results will be unfavorably affected. The company
derives a significant portion of its revenue from products for the wireless
handset market. A decline in the rate of growth for this specific market may
also have an unfavorable impact on the company's future revenue and results of
operations. The overall rate of orders and product pricing may also be affected
by continued and increasing competition and by market growth rates in the
personal computer, communication and networking areas.
The company also continues to devote efforts to develop new network
products in order to regain its market position. Although new products employing
new digital signal processing technology were introduced in the second half of
fiscal 2000, there have been minimal shipments of these products to date. The
company anticipates that these new products will begin generating sales in the
first half of fiscal 2001. Lack of customer acceptance of products and
unforeseen obstacles or schedule delays with additional product development may
affect the company's sales and results of operations.
While business conditions and overall market pricing have a major
influence on gross margin, the company's planned expansion of manufacturing
capacity, improvements in manufacturing efficiency and the introduction of new
products are expected to result in future gross margin improvement. Future gross
margin improvement is also predicated on increased new order rates of
higher-margin multi-market analog products. Future gross margin is also affected
by wafer fabrication capacity utilization. Although management expects to more
fully utilize its existing wafer capacity, this expectation is based on
continued improvement in new orders, as well as increasing sales volumes.
Future gross margin will also be affected by the successful completion
of the closure of the 4-inch wafer fabrication facility in Greenock, Scotland
and transfer of that manufacturing into the 6-inch wafer fabrication facility on
the same site, as well as to other National facilities. The company currently
expects wafer manufacturing activity in the 4-inch wafer fabrication facility to
cease by the end of September 2000 and all other actions associated with the
closure to be completed shortly thereafter. Until the closure is completed, the
company may be unable to benefit fully from the impact of the related
manufacturing cost reductions.
Future gross margin will also be affected by the company's ability to
fill the available capacity in its 8-inch wafer fabrication facility in Maine,
where wafer starts were significantly reduced due to the company's decision in
May 1999 to exit the Cyrix PC microprocessor business. Although the company had
been seeking a third party to partner with National in owning and operating the
Maine facility, it is no longer pursuing such an arrangement. Subsequent to the
end of fiscal 2000, the company entered into a licensing agreement with Taiwan
Semiconductor Manufacturing Company to gain access to a variety of its advanced
sub-micron processes for use in the Maine facility, if and when those processes
are fully developed. National is currently utilizing its own process technology
in Maine and this arrangement will enable National to ultimately gain access
down to TSMC's 0.10-micron process technology. These advanced process
technologies are expected to accelerate the development of high performance
digital and mixed-signal products for the information appliance, wireless and
networking markets. There can be no assurance that TSMC will successfully
develop all of the processes provided for in the agreement. Lack of adequate
process technology would have an adverse impact on the long-term capability of
the Maine facility.
The company is currently pursuing a number of actions to increase the
capacity utilization in the Maine wafer fabrication facility. The increase is
expected to come from both internal need as well as third-party foundry
opportunities. Although revenue from third-party foundry arrangements was not
significant during fiscal 2000, the company expects total revenue from this
source to grow in fiscal 2001. Total foundry revenue achieved will depend upon
the amount of unutilized capacity available and the level of external demand for
foundry production. There can be no assurance that external demand for foundry
production would not be adversely affected by other outside foundry operations
including TSMC in the event they experience available capacity. The company
expects to use this foundry business to balance the level of manufacturing
activity in Maine, while also considering the service needs of its foundry
customers. Management believes that it will be able to successfully increase the
manufacturing level in Maine. However, under-utilization of capacity in Maine
will have an unfavorable impact on future gross margin.
The company's focus is to continue to introduce new products,
particularly more highly integrated system-on-a-chip products and higher-margin
analog products that are targeted towards wireless communication and information
appliances. So far, the market for information appliances has grown slower than
expected. Despite the fact that the company's information appliance products
have received acceptance for design into numerous customer product development
projects, volume demand for these products has not yet materialized to
contribute any significant level of revenue. If the development of new products
is delayed or market acceptance is below expectations, future gross margin may
be unfavorably affected.
The company believes that continued focused investment in research and
development, especially the timely development and market acceptance of new
products, is a key factor to the company's successful growth and its ability to
achieve strong financial performance. National's product portfolio, particularly
products in the personal systems and communications area, have short product
life cycles. Successful development and introduction of new products are
critical to the company's ability to maintain a competitive position in the
marketplace. The company will continue to invest resources to develop new cores
and integrate those cores with its other technological capabilities to create
system-on-a-chip products aimed at the emerging information appliance market. It
will also continue to invest in the development of new analog and mixed-signal
technology-based products for applications in the communications, personal
systems and consumer markets, as well as in process technologies needed to
support those products. As a result, the company anticipates R&D spending for
fiscal 2001 to be higher than the fiscal 2000 level, but lower as a percentage
of sales, at approximately 16 percent. The company also expects overall SG&A
expenses to be slightly higher than in fiscal 1999, but to decline to
approximately 14 percent of sales as the company continues to manage its cost
structure and control spending.
Certain aspects of the company's logistics operation are outsourced to
a third-party provider. During the first quarter of 2001, the company plans to
transfer those outsourced operations to another third-party provider. In the
event that the company experiences difficulties or encounters unforeseen
obstacles during the transition or the third party is unable to provide an
acceptable level of services, this change may have an unfavorable impact on the
company's future revenue and results of operations.
Because of significant international sales, the company benefits
overall from a weaker dollar and is adversely affected by a stronger dollar
relative to major currencies worldwide. As such, changes in exchange rates, and
in particular a strengthening of the U.S. dollar, may unfavorably affect the
company's consolidated sales and net income. The company attempts to manage the
short-term exposures to foreign currency fluctuations, but there can be no
assurance that the company's risk management activities will fully offset the
adverse financial impact resulting from unfavorable movements in foreign
exchange rates.
From time to time, the company has received notices of tax assessments
from certain governments of countries in which the company operates. There can
be no assurance that these governments or other government entities will not
serve future notices of assessments on the company, or that the amounts of such
assessments and the failure of the company to favorably resolve such assessments
would not have a material adverse effect on the company's financial condition or
results of operations. In addition, the company's tax returns for certain years
are under examination in the U.S. While the company believes it has sufficiently
provided for all tax obligations, there can be no assurance that the ultimate
outcome of the tax examinations will not have a material adverse effect on the
company's future financial condition or results of operations.
The forward-looking statements discussed or incorporated by reference
in this outlook section involve a number of risks and uncertainties. Other risks
and uncertainties include, but are not limited to, the general economy,
regulatory and international economic conditions, the changing environment of
the semiconductor industry, competitive products and pricing, growth in the PC
and communications industries, the effects of legal and administrative cases and
proceedings, and such other risks and uncertainties as may be detailed from time
to time in the company's reports and filings with the SEC.
Appendix to MD&A Graphs
(3 yrs)
2000 1999 1998
------------- ------------- -------------
Net Sales per Employee $198.0 $164.1 $197.1
Net Operating Margin
as a Percent of Sales 16.0% (55.5%) (5.8%)
Operating Costs and Expenses
(As a Percent of Sales):
Selling, General, and
` Administrative 14.6% 16.2% 13.9%
Research and Development 18.0% 24.1% 19.0%
Cost of Sales 54.0% 79.4% 65.1%
Net Property, Plant,
and Equipment $803.7 $916.0 $1,655.8
Stock Price Ending $49.63 $19.38 $16.25
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See information/discussion appearing in subcaption "Financial Market Risks" of
Management's Discussion and Analysis of Financial Condition and Results of
Operation in Item 7 and in Note 1, "Summary of Significant Accounting Policies,"
and Note 2, "Financial Instruments," in the Notes to the Consolidated Financial
Statements included in Item 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Financial Statements:
Consolidated Balance Sheets at May 28, 2000 and May 30, 1999 28
Consolidated Statements of Operations for each of the years in
the three-year period ended May 28, 2000 29
Consolidated Statements of Comprehensive Income (Loss) for each
of the years in the three-year period ended May 28, 2000 30
Consolidated Statements of Shareholders' Equity for each of the
year sin the three-year period ended May 28, 2000 31
Consolidated Statements of Cash Flows for each of the years in
the three-year period ended May 28, 2000 32
Notes to Consolidated Financial Statements 33-59
Independent Auditors' Report 60
Financial Statement Schedule:
- -----------------------------
For the three years ended May 28, 2000
Schedule II -- Valuation and Qualifying Accounts 64
NATIONAL SEMICONDUCTOR CORPORATION
CONSOLIDATED BALANCE SHEETS
May 28, May 30,
In Millions, Except Share Amounts 2000 1999
------------- -------------
ASSETS
Current assets:
Cash and cash equivalents $ 778.8 $ 418.7
Short-term marketable investments 71.1 107.2
Receivables, less allowances of $58.6 in 2000 and $68.0 in 1999 258.6 171.9
Inventories 192.9 141.3
Deferred tax assets 125.7 117.9
Other current assets 40.5 32.2
------------- -------------
Total current assets 1,467.6 989.2
Property, plant and equipment, net 803.7 916.0
Other assets 110.9 139.1
------------- -------------
Total assets $2,382.2 $2,044.3
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 31.4 $ 49.3
Accounts payable 194.5 189.8
Accrued expenses 315.1 348.1
Income taxes payable 86.7 77.8
------------- -------------
Total current liabilities 627.7 665.0
Long-term debt 48.6 416.3
Other noncurrent liabilities 62.6 62.2
------------- -------------
Total liabilities $ 738.9 $1,143.5
Commitments and contingencies
Shareholders' equity:
Common stock of $0.50 par value. Authorized 300,000,000 shares.
Issued and outstanding 177,561,617 in 2000; 169,053,112 in 1999 $ 88.8 $ 84.5
Additional paid-in capital 1,407.9 1,268.1
Retained earnings (deficit) 186.7 (434.1)
Unearned compensation (12.6) (15.0)
Accumulated other comprehensive loss (27.5) (2.7)
------------- -------------
Total shareholders' equity $1,643.3 $ 900.8
------------- -------------
Total liabilities and shareholders' equity $2,382.2 $2,044.3
============= =============
See accompanying Notes to Consolidated Financial Statements
NATIONAL SEMICONDUCTOR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended May 28, May 30, May 31,
In Millions, Except Per Share Amounts 2000 1999 1998
----------- -------------- -------------
Net sales $2,139.9 $1,956.8 $2,536.7
Operating costs and expenses:
Cost of sales 1,154.9 1,553.5 1,651.7
Research and development 386.1 471.3 482.0
Selling, general and administrative 312.3 317.4 353.2
Special items (55.3) 700.9 196.7
----------- -------------- -------------
Total operating costs and expenses 1,798.0 3,043.1 2,683.6
----------- -------------- -------------
Operating income (loss) 341.9 (1,086.3) (146.9)
Interest income (expense), net 15.3 (2.2) 22.3
Other income, net 285.3 3.1 24.9
----------- -------------- -------------
Income (loss) before income taxes and extraordinary item 642.5 (1,085.4) (99.7)
Income tax expense (benefit) 14.9 (75.5) (1.1)
----------- -------------- -------------
Income (loss) before extraordinary item 627.6 (1,009.9) (98.6)
Extraordinary loss on early extinguishment of debt,
net of taxes of $0.4 million 6.8 - -
----------- -------------- -------------
Net income (loss) $ 620.8 $(1,009.9) $ (98.6)
=========== ============== =============
Earnings (loss) per share: Income (loss) before extraordinary item:
Basic $3.62 $(6.04) $(0.60)
Diluted $3.27 $(6.04) $(0.60)
Net income (loss):
Basic $3.58 $(6.04) $(0.60)
Diluted $3.24 $(6.04) $(0.60)
Weighted-average common and potential common shares outstanding:
Basic 173.6 167.1 163.9
Diluted 191.7 167.1 163.9
See accompanying Notes to Consolidated Financial Statements
NATIONAL SEMICONDUCTOR CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Years Ended May 28, May 30, May 31,
In millions 2000 1999 1998
------------- ------------ -------------
Net income (loss) $620.8 $(1,009.9) $ (98.6)
Other comprehensive income (loss), net of tax:
Unrealized gain on available-for-sale securities 177.0 22.2 2.1
Reclassification adjustment for realized gain included in
net income (loss) (195.6) - (6.3)
Minimum pension liability (6.2) (12.5) (12.5)
------------- ------------ -------------
Other comprehensive income (loss) (24.8) 9.7 (16.7)
------------- ------------ -------------
Comprehensive income (loss) $596.0 $(1,000.2) $(115.3)
============= ============ =============
The tax effects of other comprehensive income (loss) components included in each
of the years presented above were not significant.
See accompanying Notes to Consolidated Financial Statements
NATIONAL SEMICONDUCTOR CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Accumulated
Additional Retained Other
Common Paid-In Earnings Unearned Comprehensive
In Millions Stock Capital (Deficit) Compensation Income (Loss) Total
----------- ------------ ------------ ---------------- --------------- -------------
Balances at May 25, 1997 $80.6 $1,153.8 $675.0 $(42.0) $ 4.3 $1,871.7
Adjustment to conform pooling of interests
for shareholders' equity - 1.3 (0.6) - - 0.7
Net loss - - (98.6) - - (98.6)
Issuance of common stock under option,
purchase, and profit sharing plans and
tax benefit of $17.5 2.1 80.9 - - - 83.0
Fair value of stock options assumed in
ComCore acquisition - 4.3 - - - 4.3
Unearned compensation charge relating to
issuance of restricted stock - 0.7 - (0.7) - -
Cancellation of restricted stock - (0.9) - 0.9 - -
Amortization of unearned compensation - - - 14.5 - 14.5
Other comprehensive loss - - - - (16.7) (16.7)
- --------------------------------------------- ----------- ------------- ----------- ----------------- ---------------- -----------
Balances at May 31, 1998 82.7 1,240.1 575.8 (27.3) (12.4) 1,858.9
Net loss - - (1,009.9) - - (1,009.9)
Issuance of common stock under option,
purchase, and profit sharing plans 1.8 26.5 - - - 28.3
Unearned compensation charge relating to
issuance of restricted stock - 3.5 - (3.5) - -
Cancellation of restricted stock - (2.0) - 2.0 - -
Amortization of unearned compensation - - - 13.8 - 13.8
Other comprehensive income - - - - 9.7 9.7
- --------------------------------------------- ----------- ------------- ----------- ----------------- ---------------- -----------
Balances at May 30, 1999 84.5 1,268.1 (434.1) (15.0) (2.7) 900.8
Net income - - 620.8 - - 620.8
Issuance of common stock under option,
purchase, and profit sharing plans 4.1 130.6 - - - 134.7
Unearned compensation charge relating to
issuance of restricted stock 0.1 8.2 - (8.3) - -
Cancellation of restricted stock - (6.0) - 2.7 - (3.3)
Amortization of unearned compensation - - - 8.0 - 8.0
Issuance of common stock upon conversion
of a convertible subordinated
promissory note 0.1 7.0 - - - 7.1
Other comprehensive loss - - - - (24.8) (24.8)
- --------------------------------------------- ----------- ------------- ----------- ----------------- ---------------- -----------
Balances at May 28, 2000 $88.8 $1,407.9 $186.7 $(12.6) $(27.5) $1,643.3
=========== ============= =========== ================= ================ ===========
See accompanying Notes to Consolidated Financial Statements
NATIONAL SEMICONDUCTOR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
Years Ended May 28, May 30, May 31,
In Millions 2000 1999 1998
------------ ------------ -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $620.8 $(1,009.9) $ (98.6)
Adjustments to reconcile net income (loss)
with net cash provided by operations:
Depreciation and amortization 263.8 405.6 306.7
Loss (gain) on investments (272.5) 0.1 (10.3)
Loss on disposal of equipment 11.9 50.5 9.7
Deferred tax provision (12.1) 52.8 4.9
Tax benefit associated with stock options - - 17.5
Non-cash special items (55.3) 700.9 196.7
Other, net 1.6 0.7 (0.5)
Changes in certain assets and liabilities, net:
Receivables (86.7) 36.6 55.7
Inventories (57.0) 142.6 (60.6)
Other current assets (8.3) 44.2 (2.9)
Accounts payable and accrued expenses (9.7) (80.6) (102.8)
Income taxes 9.0 (114.0) (47.0)
Other liabilities (5.8) (3.4) 12.3
------------ ------------ -----------
Net cash provided by operating activities 399.7 226.1 280.8
------------ ------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (169.9) (303.3) (622.0)
Sale of equipment 8.6 - -
Maturity of held-to-maturity securities - - 14.5
Sale and maturity of available-for-sale securities 151.2 167.1 1,005.8
Purchase of available-for-sale securities (115.1) (162.0) (1,051.5)
Disposition of Cyrix PC microprocessor business 75.0 - -
Sale of investments 286.0 0.1 16.2
Business acquisitions, net of cash acquired (22.2) - (96.4)
Purchase of investments and other, net (6.1) (19.1) (20.2)
------------ ------------ -----------
Net cash provided by (used by) investing activities 207.5 (317.2) (753.6)
------------ ------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Redemption of convertible subordinated notes (265.8) - (126.4)
Issuance of debt - 77.5 100.4
Repayment of debt (114.7) (56.5) (19.0)
Issuance of common stock, net 133.4 28.0 63.2
------------ ------------ -----------
Net cash provided by (used by) financing activities (247.1) 49.0 18.2
------------ ------------ -----------
Net change in cash and cash equivalents 360.1 (42.1) (454.6)
Adjustment to conform pooling of interests for cash and cash
equivalents at beginning of year - - 17.6
Cash and cash equivalents at beginning of year 418.7 460.8 897.8
------------ ------------ -----------
Cash and cash equivalents at end of year $778.8 $ 418.7 $460.8
============ ============ ===========
See accompanying Notes to Consolidated Financial Statements
NATIONAL SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include National Semiconductor Corporation
and its majority-owned subsidiaries. Throughout the notes to the consolidated
financial statements, National Semiconductor Corporation and its majority-owned
subsidiaries may be referred to as National or the company. All significant
intercompany transactions are eliminated in consolidation. Nonmarketable
investments in which National has less than 20 percent ownership and in which it
does not have the ability to exercise significant influence over the investee
are initially recorded at cost and periodically reviewed for impairment.
The company's fiscal year ends on the last Sunday of May. The fiscal
years ended May 28, 2000 and May 30, 1999 had 52-week years. The fiscal year
ended May 31, 1998 had a 53-week year. Operating results for the additional week
in fiscal 1998 were considered immaterial to the consolidated results of
operations.
In November 1997, the company acquired all outstanding shares of Cyrix
Corporation common stock (See Note 4). The merger was accounted for as a pooling
of interests. Accordingly, the consolidated financial statements include Cyrix.
Since the fiscal years for National and Cyrix differed, Cyrix changed its fiscal
year-end to coincide with National's beginning in fiscal 1998. The results of
operations for the period January 1, 1997 through May 25, 1997 for Cyrix, which
included net sales of $84.6 million, total operating costs and expenses of $84.4
million, other expense of $1.1 million, income tax benefit of $0.3 million, net
loss of $0.6 million and an increase in capital from the issuance of common
stock of $1.3 million, have been recorded as an adjustment to shareholders'
equity.
Revenue Recognition
Revenue from the sale of semiconductor products is recognized when shipped, with
a provision for estimated returns and allowances recorded at the time of
shipment. Other revenues are generally recognized ratably over the contractual
period or as the services are performed according to the terms of the
arrangement.
Inventories
Inventories are stated at the lower of standard cost, which approximates actual
cost on a first-in, first-out basis, or market.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost. The company uses the
straight-line method to depreciate machinery and equipment over their estimated
useful life (3-5 years). Buildings and improvements are depreciated using both
straight-line and declining-balance methods over the assets' remaining estimated
useful life (3-50 years), or, in the case of leasehold improvements, over the
lesser of the estimated useful life or lease term.
The company capitalizes interest on borrowings during the construction
period of major capital projects. Capitalized interest is added to the cost of
the underlying assets and is amortized over the useful life of the assets. In
connection with various capital expansion projects, the company capitalized $0.4
million and $4.9 million of interest in fiscal 1999 and 1998, respectively. No
interest was capitalized in fiscal 2000.
The company reviews the carrying value of property, plant and equipment
for impairment whenever events and circumstances indicate that the carrying
value of an asset may not be recoverable from the estimated future cash flows
expected to result from its use and eventual disposition. In cases where
undiscounted expected future cash flows are less than the carrying value, an
impairment loss is recognized equal to an amount by which the carrying value
exceeds the fair value of assets.
In connection with certain restructuring actions during fiscal 1999 and
1998, the company recorded impairment losses of $633.9 million and $20.3
million, respectively (See Note 3). The fair value of the related assets was
determined based on the present value of estimated expected future cash flows
using a discount rate commensurate with the risks involved.
Income Taxes
Deferred tax liabilities and assets at the end of each period are determined
based on the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases, using the tax rate expected to be in effect when the
taxes are actually paid or recovered. The measurement of deferred tax assets is
reduced, if necessary, by a valuation allowance.
Earnings per Share
Basic earnings per share are computed using the weighted-average number of
common shares outstanding. Diluted earnings per share are computed using the
weighted-average common shares outstanding after giving effect to potential
common shares from stock options based on the treasury stock method, plus other
potentially dilutive securities outstanding, such as convertible subordinated
notes.
For all years presented, the reported net income (loss) was used in the
computation of basic and diluted earnings per share. A reconciliation of the
shares used in the computation follows:
Years Ended
May 28, May 30, May 31,
(In Millions) 2000 1999 1998
--------------- ---------------- ---------------
Weighted-average common shares outstanding used
for basic earnings per share 173.6 167.1 163.9
Effect of dilutive securities:
Stock options 18.1 - -
--------------- ---------------- ---------------
Weighted-average common and potential common shares
outstanding used for diluted earnings per share 191.7 167.1 163.9
=============== ================ ===============
As of May 28, 2000, there were options outstanding to purchase 8.4
million shares of common stock with a weighted-average exercise price of $59.49,
which could potentially dilute basic earnings per share in the future, but which
were not included in diluted earnings per share as their effect was
antidilutive. The effect of potential common stock from stock options was
antidilutive for fiscal 1999 and 1998. Therefore, stock options to purchase 36.2
million shares of common stock with a weighted-average exercise price of $14.70
and 22.8 million shares of common stock with a weighted-average exercise price
of $22.49 were not included in diluted earnings per share at May 30, 1999 and
May 31, 1998, respectively. The company also had outstanding the $258.8 million
convertible subordinated notes, which were convertible into approximately 6.0
million shares of common stock at May 30, 1999 and May 31, 1998. For all years
presented, the effect of the assumed conversion of the convertible subordinated
notes was antidilutive.
Currencies
The functional currency for all operations worldwide is the U.S. dollar.
Accordingly, gains and losses arising from translation of foreign currency
financial statement balances into U.S. dollars are included in income. Gains and
losses resulting from foreign currency transactions are also included in income.
Financial Instruments
Cash and Cash Equivalents. Cash equivalents are highly liquid instruments with a
maturity of three months or less at the time of purchase. National maintains its
cash balances in various currencies and in a variety of financial instruments.
The company has not experienced any material losses related to any short-term
financial instruments.
Marketable Investments. The company classifies its debt and marketable equity
securities into held-to-maturity or available-for-sale categories. Debt
securities are classified as held-to-maturity when the company has the positive
intent and ability to hold the securities to maturity. Held-to-maturity
securities are recorded as either short-term or long-term on the balance sheet
based upon contractual maturity date and are stated at amortized cost. Debt and
marketable equity securities not classified as held-to-maturity are classified
as available-for-sale and are carried at fair market value, with the unrealized
gains and losses, net of tax, reported in shareholders' equity as a component of
accumulated other comprehensive loss. Gains or losses on securities sold are
based on the specific identification method.
Off-Balance Sheet Financial Instruments. Gains and losses on currency forward
and option contracts that are intended to hedge an identifiable firm commitment
are deferred and included in the measurement of the underlying transaction.
Gains and losses on hedges of anticipated revenue transactions are deferred
until such time as the underlying transactions are recognized or are recognized
immediately if the transaction is terminated earlier than initially anticipated.
Gains and losses on contracts to hedge certain non-U.S. dollar denominated
assets and liabilities are recognized in income and generally offset by the
corresponding effect of currency movements on these financial positions. Gains
and losses on any instruments not meeting the aforementioned criteria are
recognized in income in the current period. Subsequent gains or losses on the
related financial instrument are recognized in income in each period until the
instrument matures, is terminated or is sold. Income or expense on swaps is
accrued as an adjustment to the yield of the related investments or debt hedged
by the instrument. Cash flows associated with derivative transactions are
reported as arising from operating activities in the consolidated statements of
cash flows.
Fair Values of Financial Instruments
The carrying amounts for cash and cash equivalents, short-term investments,
accounts receivable, accounts payable and accrued expenses approximate their
fair values due to their short period of time until maturity. Fair values of
long-term investments, long-term debt, interest rate derivatives, currency
forward contracts and currency options are based on quoted market prices or
pricing models using prevailing financial market information as of May 28, 2000.
Employee Stock Plans
The company accounts for its stock option plans and its employee stock purchase
plans in accordance with the intrinsic method of Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees."
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Reclassifications
Certain amounts in prior years' consolidated financial statements and notes to
consolidated financial statements have been reclassified to conform to the
fiscal 2000 presentation. Net operating results have not been affected by these
reclassifications.
Note 2. Financial Instruments
Marketable Investments
The company's policy is to diversify its investment portfolio to reduce risk to
principal that could arise from credit, geographic and investment sector risk.
At May 28, 2000, investments were placed with a variety of different financial
institutions or other issuers. Investments with a maturity of less than one year
have a rating of A1/P1 or better. Investments with a maturity of more than one
year have a minimum rating of AA/Aa2. The company's investment portfolio
generally matures within one year or less. Gross realized gains on
available-for-sale securities approximated $273.0 million and $10.6 million for
fiscal 2000 and 1998, respectively. No gross realized gains were recognized in
fiscal 1999. Gross realized losses were not material for fiscal 2000, 1999 or
1998.
Investments at fiscal year-end comprised:
Gross Unrealized Estimated
(In Millions) Amortized Cost Gains/(Losses) Fair Value
2000
SHORT-TERM INVESTMENTS Available-for-sale securities:
Certificates of deposit $ 15.0 $ - $ 15.0
Corporate bonds 34.9 (0.1) 34.8
U.S. government and federal agency debt securities 21.3 - 21.3
------------------- ---------------- ---------------
Total short-term investments $ 71.2 $ (0.1) $ 71.1
=================== ================ ===============
LONG-TERM INVESTMENTS Available-for-sale securities:
Equity securities $ 8.9 $ 3.8 $ 12.7
------------------- ---------------- ---------------
Total long-term investments $ 8.9 $ 3.8 $ 12.7
=================== ================ ===============
1999
SHORT-TERM INVESTMENTS Available-for-sale securities:
Certificates of deposit $ 9.0 $ - $ 9.0
Corporate bonds 74.8 (0.1) 74.7
Auction rate preferred stock 11.0 - 11.0
U.S. government and federal agency debt securities 12.5 - 12.5
------------------- ---------------- ---------------
Total short-term investments $107.3 $ (0.1) $107.2
=================== ================ ===============
LONG-TERM INVESTMENTS Available-for-sale securities:
Equity securities $ 2.0 $22.3 $ 24.3
------------------- ---------------- ---------------
Total long-term investments $ 2.0 $22.3 $ 24.3
=================== ================ ===============
Long-term investments of $12.7 million and $24.3 million were included
in other assets at May 28, 2000 and May 30, 1999, respectively.
At May 28, 2000, the company held $31.8 million and $694.7 million of
available-for-sale and held-to-maturity securities, respectively, which are
classified as cash equivalents on the consolidated balance sheet. These cash
equivalents consist of the following (in millions): bank time deposits ($226.5),
institutional money market funds ($16.2), commercial paper ($459.1) and auction
rate preferred stock ($24.7).
At May 30, 1999, the company held $0.3 million and $389.4 million of
available-for-sale and held-to-maturity securities, respectively, which are
classified as cash equivalents on the consolidated balance sheet. These cash
equivalents consist of the following (in millions): bank time deposits ($142.1),
institutional money market funds ($8.6) and commercial paper ($239.0).
Net unrealized gains on available-for-sale securities of $3.2 million
at May 28, 2000 and $22.2 million at May 30, 1999 are included in accumulated
other comprehensive loss. The related tax effects are not significant.
Off-Balance Sheet Financial Instruments
The company utilizes various off-balance sheet financial instruments to manage
market risks associated with fluctuations in certain interest rates and foreign
currency exchange rates. Company policy allows the use of derivative financial
instruments to protect against market risks arising in the normal course of
business. Company policy prohibits the use of derivative instruments for the
sole purpose of trading for profit on price fluctuations or to enter into
contracts that intentionally increase the underlying exposure. The criteria used
for designating an instrument as a hedge include the instrument's effectiveness
in risk reduction and direct matching of the financial instrument to the
underlying transaction.
Foreign Currency Instruments
The objective of the foreign exchange risk management policy is to preserve the
U.S. dollar value of after-tax cash flow in relation to non-U.S. dollar currency
movements. The company uses forward and option contracts to hedge firm
commitments and anticipatory exposures. These exposures primarily consist of
product sales in currencies other than the U.S. dollar, a majority of which are
made through the company's subsidiaries in Europe and Japan. In addition, the
company uses forward and option contracts to hedge certain non-U.S. dollar
denominated asset and liability positions. Gains and losses from foreign
currency transactions were not significant for fiscal 2000, 1999 and 1998.
Interest Rate Derivatives
The company uses swap agreements to convert the variable interest rate of
certain long-term Japanese yen debt to a fixed Japanese yen interest rate (1.63
percent at May 28, 2000).
Fair Value and Notional Principal of Off-Balance Sheet Financial Instruments
The table below shows the fair value and notional principal of off-balance sheet
instruments as of May 28, 2000 and May 30, 1999. The notional principal amounts
for off-balance sheet instruments provide one measure of the transaction volume
outstanding as of year-end and do not represent the amount of the exposure to
credit or market loss. The estimates of fair value are based on applicable and
commonly used pricing models using prevailing financial market information as of
May 28, 2000 and May 30, 1999. The credit risk amount shown in the table
represents the gross exposure to potential accounting loss on these transactions
if all counterparties failed to perform according to the terms of the contract,
based on the then-current currency exchange rate or interest rate at each
respective date. Although the following table reflects the notional principal,
fair value and credit risk amounts of the off-balance sheet instruments, it does
not reflect the gains or losses associated with the exposures and transactions
that the off-balance sheet instruments are intended to hedge. The amounts
ultimately realized upon settlement of these financial instruments, together
with the gains and losses on the underlying exposures, will depend on actual
market conditions during the remaining life of the instruments.
Transactions Qualifying for Hedge Accounting:
Carrying Notional Estimated Credit
(In Millions) Amount Principal Fair Value Risk
-------------- ----------- ------------- -------------
2000
INTEREST RATE INSTRUMENTS
Swaps:
Variable to fixed $ - $22.5 $ (0.2) $ -
FOREIGN EXCHANGE INSTRUMENTS
Forward contracts:
To buy dollars:
Japanese yen $ - $ 7.4 $ 0.1 $ -
To sell dollars:
Pound sterling $ - $25.4 $ (1.5) $ -
Singapore dollar - 10.1 (0.2) -
-------------- ----------- ------------- -------------
Total $ - $35.5 $ (1.7) $ -
============== =========== ============= =============
Purchased options:
Pound sterling $ - $14.2 $ - $ -
Japanese yen - 3.0 - -
Other (0.1) 2.8 - -
-------------- ----------- ------------- -------------
Total $ (0.1) $20.0 $ - $ -
============== =========== ============= =============
INTEREST RATE INSTRUMENTS
Swaps:
Variable to fixed $ - $20.1 $ (0.3) $ -
FOREIGN EXCHANGE INSTRUMENTS
Forward contracts:
To sell dollars:
Pound sterling $ (0.2) $17.9 $ (0.2) $ -
Singapore dollar (0.1) 10.1 (0.2) -
-------------- ----------- ------------- -------------
Total $ (0.3) $28.0 $ (0.4) $ -
============== =========== ============= =============
Purchased options:
Pound sterling $ - $ 8.0 $ - $ -
Japanese yen (0.1) 7.0 0.1 0.1
Other - 5.0 - -
-------------- ----------- ------------- -------------
Total $ (0.1) $20.0 $ 0.1 $ 0.1
============== =========== ============= =============
All foreign exchange forward contracts expire within one year.
Unrealized gains and losses on foreign exchange forward contracts are deferred
and recognized in income in the same period as the hedged transactions.
Unrealized gains and losses on such agreements at May 28, 2000 and May 30, 1999
are immaterial. All foreign currency option contracts expire within one year.
Premiums on purchased foreign exchange option contracts are amortized over the
life of the option. Unrealized gains and losses on these option contracts are
deferred until the occurrence of the hedged transaction and recognized as a
component of the hedged transaction. Unrealized gains on such agreements at May
28, 2000 and May 30, 1999 were immaterial.
Fair Value of Financial Instruments
At May 28, 2000, the estimated fair value of long-term debt was $100.6 million
and the carrying values of receivables and accounts payable approximate their
estimated fair values.
Concentrations of Credit Risk
Financial instruments that potentially subject the company to concentrations of
credit risk are primarily investments and trade receivables. The company's
investment policy requires cash investments to be placed with high-credit
quality counterparties and limits the amount of credit from any one financial
institution or direct issuer. The company sells its products to distributors and
original equipment manufacturers involved in a variety of industries including
computers and peripherals, wireless communications, automotive and networking.
The company performs continuing credit evaluations of its customers whenever
necessary and generally does not require collateral. Historically, it has not
experienced significant losses related to receivables from individual customers
or groups of customers in any particular industry or geographic area.
Note 3. Restructuring of Operations
In fiscal 2000 the company reported a $14.7 million credit from
restructuring of operations related to the actions described below: In
connection with the restructuring actions announced in May 1999, the company
paid $22.5 million in severance to terminated employees during fiscal 2000.
Payment was made to 167 employees terminated in the worldwide workforce
reduction action, 278 employees terminated in connection with the closure of the
8-inch development wafer fabrication facility located in Santa Clara, California
and 418 employees terminated in connection with the decision to exit the Cyrix
PC microprocessor business. In connection with the sale of the Cyrix PC
microprocessor business in September 1999 (discussed in the following
paragraph), 104 of these terminated employees were hired by VIA Technologies,
Inc., a Taiwanese company. Since all activities that were related to these
restructuring actions were substantially completed during fiscal 2000, the
company recorded a credit of $9.0 million for severance and other exit-related
cost reserves no longer required. In connection with the closure of the Santa
Clara wafer fabrication facility, the company also recorded a credit of $2.6
million from the final disposition of related equipment. The company paid $11.8
million for other exit-related costs during fiscal 2000, primarily related to
activities connected with the closure of the Santa Clara 8-inch development
wafer fabrication facility.
In September 1999, the company completed the sale of the assets of the
Cyrix PC microprocessor business to VIA Technologies, Inc. The sale included the
M II x86 compatible microprocessor and successor products. National retained the
integrated Media GX microprocessor, which forms the core of the new GeodeTM
family of solutions for the information appliance market. Assets sold included
inventories, land, buildings and equipment, primarily located in Richardson,
Texas; Arlington, Texas; Mesa, Arizona; and Santa Clara, California. Some PC
microprocessor-related manufacturing assets in Toa Payoh, Singapore were also
included. Proceeds from this transaction were $75.0 million, of which $8.2
million represented reimbursement to National for certain employee retention
costs incurred solely as a result of completing the sale. The remaining $66.8
million represented payment for the assets sold. The company recorded a gain on
the sale of $26.8 million.
In September 1999, the company also announced it would retain full
ownership of its semiconductor manufacturing facility in Greenock, Scotland and
ceased its efforts to seek an investor to acquire and operate that facility as
an independent foundry business. As a result, the company recorded a credit of
$3.1 million from the reduction of its restructure reserve related to a penalty
that the company will no longer incur. The company will continue to consolidate
its manufacturing lines in Greenock as previously announced in October 1998 by
closing the 4-inch wafer fabrication facility and transferring products and
processes to the 6-inch wafer fabrication facility on the same site, as well as
to other National facilities. In connection with the closure of the 4-inch wafer
fabrication facility, the company paid $9.3 million in severance to 407
terminated employees during fiscal 2000. The company currently expects the
remainder of employee terminations resulting from the facility closure to be
completed during the first quarter of fiscal 2001. Wafer manufacturing activity
in the 4-inch wafer fabrication facility is expected to cease by the end of
September 2000 and all other actions associated with the closure of the 4-inch
wafer fabrication facility will be completed shortly thereafter.
In fiscal 1999, the company reported a net restructure charge of $700.9
million related to the actions described below: In May 1999, the company
announced its decision to exit the Cyrix PC microprocessor business and related
support activities in order to sharpen its focus on the emerging information
appliance market and on its traditional analog business. The related actions,
which were substantially completed during fiscal 2000, included the elimination
in total of approximately 1,126 positions worldwide and closure of the 8-inch
development wafer fabrication facility in Santa Clara, California. In connection
with these actions, operating results for fiscal 1999 included a restructure
charge of $689.6 million. The decision to exit the Cyrix PC microprocessor
business resulted in significant impairment of capital assets in South Portland,
Maine; Richardson, Texas; and Toa Payoh, Singapore, which were substantially
devoted to supporting the Cyrix PC microprocessor business. The company also
announced its intention to seek a third-party to partner with National in owning
and operating its wafer fabrication facility in Maine. As a result, the
restructure charge included impairment losses of $494.3 million relating to
these assets. The Maine assets have been treated as assets to be held and used,
since they relate to a wafer fabrication facility that cannot be removed
immediately from operations and are being depreciated over the new expected
life. The planned exit from the 8-inch development wafer fabrication facility in
Santa Clara resulted in an additional $139.6 million impairment loss included in
the restructure charge. The other components of the restructure charge included
$37.0 million for severance and $18.7 million for other exit-related costs. Of
the total charge, noncash charges included the impairment losses and $3.2
million of other exit-related costs. During fiscal 1999, the company paid $5.4
million for severance to 263 terminated employees associated with these actions.
In October 1998, the company announced plans to consolidate its wafer
manufacturing operations in Greenock, Scotland and to seek investors to acquire
and operate the facility in Greenock as an independent foundry business. This
action was prompted by a continued weakness in the semiconductor market, which
resulted in overall lower capacity utilization of the company's manufacturing
facilities. The company is in the process of closing its 4-inch wafer
fabrication facility in Greenock and consolidating the related manufacturing
into its 6-inch wafer fabrication facility on the same site. The company is also
moving some of the Greenock capacity and related processes to its manufacturing
facility in Arlington, Texas. This action was originally expected to reduce the
Greenock workforce by approximately 600 employees. The Greenock assets have been
treated as assets to be held and used since they cannot be removed immediately
from operations and are being depreciated over the new expected life. In
connection with the closure of the 4-inch wafer fabrication facility, the
company recorded a restructuring charge of $23.0 million in fiscal 1999. The
charge included $12.6 million for severance, $3.9 million for costs associated
with the dismantling of the 4-inch wafer fabrication facility and approximately
$6.5 million for other exit-related costs. Other than $5.5 million of other
exit-related costs for noncash items, the charge included primarily cash items.
The fiscal 1999 restructure charges were partially offset by a credit
of $11.7 million related to certain prior restructure actions. The credit
included $3.0 million for severance, $4.1 million from the disposition of assets
and $4.6 million for other exit costs. The credit was prompted by the completion
during fiscal 1999 of remaining actions primarily associated with the closure of
the 5-inch and 6-inch wafer fabrication facilities in Santa Clara, California
and a worldwide workforce reduction plan. The timing of these actions was
consistent with the timetable previously announced in fiscal 1998.
In fiscal 1998 the company reported a net restructure charge of $63.8
million related to the actions described below: Due to weakened business
conditions experienced in the second half of fiscal 1998, the company
implemented an overall cost reduction plan in April 1998, including a worldwide
workforce reduction. This action, which was completed during fiscal 1999,
resulted in a total reduction of 815 people. During fiscal 1999, the company
paid $10.8 million of severance to 458 remaining employees associated with this
action. In addition, the plan included modification of certain previously
announced actions related to the closure of the Santa Clara 5-inch and 6-inch
wafer manufacturing facilities, as well as additional impairment loss related to
the write down of certain assets in the 0.65-micron wafer manufacturing facility
in Arlington, Texas. As a result, the company recorded a $73.6 million
restructuring charge in fiscal 1998. The restructuring charge included
approximately $32.5 million for severance and lease termination costs, $10.6
million for the write-off of assets related to discontinued product development
programs and $10.2 million for the write-off of assets related to discontinued
process technology development. It also included an additional $20.3 million
impairment loss on certain assets in the Arlington wafer manufacturing facility.
The additional impairment loss was caused by weakened business conditions that
significantly reduced the demand for wafers from the 0.65-micron wafer
manufacturing facility. These charges were partially offset by a credit of $9.8
million for severance reserves no longer required, related to actions that were
completed during fiscal 1998 from the fiscal 1997 reorganization of the
company's operating structure and realignment of its manufacturing facilities.
Included in accrued liabilities at May 28, 2000, is $19.1 million
related to severance and other exit costs for restructuring actions, as
discussed above, that were not yet completed as of the end of fiscal 2000. These
restructuring costs primarily represent facility clean-up costs and lease
obligations, as well as approximately $2.6 million of remaining severance
related to the closure of the Greenock 4-inch wafer fabrication facility. The
timing of actual departure of employees and payment of severance may occur in
different accounting periods due to minimum termination notification periods.
Severance is usually paid on the effective date of termination.
Note 4. Acquisitions
In December 1999, the company acquired Algorex Inc., a provider of high
performance digital signal processing products, architecture and software
technologies for the wireless communication markets. These technologies are
expected to enhance the company's future capability to provide complete chipset
solutions for the cellular phone and wireless information appliance markets. The
acquisition was accounted for using the purchase method with a purchase price of
$21.5 million. In connection with the acquisition, the company recorded a $4.2
million in-process research and development charge, which is included as a
component of special items in the consolidated statement of operations. The
amount allocated to the in-process research and development charge was
determined through an established valuation technique used in the high
technology industry. It was expensed upon acquisition, because technological
feasibility had not been established and no alternative uses exist for the
technology. Research and development costs to bring the products to
technological feasibility are not expected to have a material impact on future
operating results.
As discussed in Note 1, the company completed its merger with Cyrix in
November 1997. In connection with the merger, the company recorded a special
charge of $30.0 million related to certain merger and related expenses, which is
included as part of special items in the statement of operations for the year
ended May 31, 1998. These expenses primarily included transaction fees for
investment bankers, attorneys and accountants ($18.3 million); financial
printing costs ($2.0 million); and costs associated with the elimination of
duplicate facilities and operations ($9.7 million). The company also expected to
pay approximately $10.1 million in retention bonuses to certain Cyrix employees.
These amounts were expensed to operations ratably over the employees' service
period, which were generally 18 months following the consummation of the merger.
The following table summarizes the results of operations previously
reported by the separate companies through November 23, 1997, which represents
the closest interim period to the date the merger was consummated:
Six Months Ended
November 23, 1997
-------------------------------------------
(In Millions) Net Sales Net Income
------------------- -----------------------
National $1,241.1 $ 120.1
Cyrix 135.6 (28.6)
------------------- -----------------------
Net income $1,376.7 $ 91.5
=================== =======================
There were no transactions between Cyrix and National prior to the
combination, and no adjustments were necessary to conform the accounting
policies of the combining companies. Certain amounts for Cyrix were reclassified
to conform with the financial statement presentation followed by National.
Note 5. Consolidated Financial Statement Details
(In Millions) 2000 1999
-------------- ---------------
RECEIVABLE ALLOWANCES
Doubtful accounts $ 7.4 $ 9.1
Returns and allowances 51.2 58.9
-------------- ---------------
Total receivable allowances $ 58.6 $ 68.0
============== ===============
INVENTORIES
Raw materials $ 16.6 $ 13.0
Work in process 112.0 81.0
Finished goods 64.3 47.3
-------------- ---------------
Total inventories $ 192.9 $ 141.3
============== ===============
PROPERTY, PLANT AND EQUIPMENT
Land $ 20.5 $ 17.0
Buildings and improvements 514.3 531.3
Machinery and equipment 1,693.8 1,728.6
Construction in progress 74.5 42.2
-------------- ---------------
Total property, plant and equipment 2,303.1 2,319.1
Less accumulated depreciation and amortization 1,499.4 1,403.1
-------------- ---------------
Property, plant and equipment, net $ 803.7 $ 916.0
============== ===============
ACCRUED EXPENSES
Payroll and employee related $ 182.4 $ 131.0
Restructuring of operations 19.1 79.5
Other 113.6 137.6
-------------- ---------------
Total accrued expenses $ 315.1 $ 348.1
============== ===============
(In Millions) 2000 1999 1998
------------- ------------- -----------
SPECIAL ITEMS - Income (expense)
Restructuring of operations $ 14.7 $(700.9) $ (63.8)
Gain on disposition of Cyrix PC microprocessor business 26.8 - -
In-process research and development charge (4.2) - (102.9)
Other 18.0 - (30.0)
------------- ------------- -----------
$ 55.3 $(700.9) $(196.7)
============= ============= ===========
For fiscal 2000 special items, a credit of $18.0 million to reduce the
excess portion of a contingent liability related to an indemnity agreement with
Fairchild Semiconductor that expired in March 2000 is included in other. The
agreement was connected with the disposition of Fairchild Semiconductor in
fiscal 1997. For fiscal 1998 special items, merger costs of $30.0 million
related to the merger with Cyrix in fiscal 1998 is included in other (See Note
4).
The in-process research and development charge of $102.9 million in fiscal
1998 was related to the acquisition of ComCore Semiconductor, Inc. ($95.2
million), Future Integrated Systems, Inc. ($2.5 million) and the digital audio
technology business of Gulbransen, Inc. ($5.2 million).
(In Millions) 2000 1999 1998
------------- ------------- -----------
INTEREST INCOME (EXPENSE), NET
Interest income $ 33.2 $ 26.9 $ 48.6
Interest expense (17.9) (29.1) (26.3)
------------- ------------- -----------
Interest income (expense), net $ 15.3 $ (2.2) $ 22.3
============= ============= ===========
OTHER INCOME, NET
Net intellectual property income $ 11.5 $ 11.3 $ 15.7
Gain on investments, net 272.5 (0.1) 10.3
Other 1.3 (8.1) (1.1)
------------- ------------- -----------
Total other income, net $285.3 $ 3.1 $ 24.9
============= ============= ===========
Intellectual property income is net of commissions. Net intellectual
property income for fiscal 2000 included $9.7 million related to two separate
single license arrangements, one with a Japanese company and the other with a
U.S. company. For fiscal 1999 and 1998, net intellectual property income
included $10.5 million and $11.2 million related to single licensing
arrangements in each year with separate Korean companies. Aside from these
single licensing agreements, none of the other license agreements in fiscal
2000, 1999 or 1998 were considered individually material.
Note 6. Debt
Debt at fiscal year-end consisted of the following:
(In Millions) 2000 1999
------------- ------------
Convertible subordinated notes payable at 6.5%, net of
debt issuance costs $ - $255.8
Notes secured by real estate payable at 12.5% - 12.6% 8.8 16.0
Notes secured by equipment payable at 7.0% - 8.0% 38.6 157.1
Convertible subordinated promissory notes 10.0 15.0
Other debt 22.6 21.7
------------- ------------
Total debt 80.0 465.6
Less current portion of long-term debt 31.4 49.3
------------- ------------
Long-term debt $ 48.6 $416.3
============= ============
On November 12, 1999, the company paid $265.8 million from its existing
cash balances to redeem substantially all of the outstanding amounts related to
its $258.8 million, 6.5 percent convertible subordinated notes due 2002.
Pursuant to the terms of the Note Indenture, the notes were redeemed at a price
of 102.786 percent of the principal amount. Holders of the notes also received
accrued interest through November 11, 1999. In connection with the redemption,
the company recorded a $6.8 million extraordinary loss, net of income taxes of
$0.4 million, for fiscal 2000.
Notes secured by real estate include two notes assumed as part of the
repurchase of the equity interest in the company's Arlington, Texas, facility,
which was sold and leased back prior to 1990. Interest on these notes is due
semi-annually, principal payments vary and maturities range from March 2001 to
March 2002.
Notes secured by equipment are collateralized by the underlying
equipment. Under the terms of the agreements, principal and interest are due
monthly over various periods ranging from three to five years. Maturities of
loans under these agreements range from November 2001 to November 2003. These
financing agreements contain certain covenant and default provisions that
require the company to maintain a certain level of tangible net worth and permit
the lenders cross-acceleration rights against certain other credit facilities.
In connection with a retention arrangement related to the acquisition
of ComCore Semiconductor, Inc. in fiscal 1998, the company issued convertible
subordinated promissory notes to each of the founding shareholders of ComCore
for a total of $15.0 million. As a result of the termination of one ComCore
founding shareholder during fiscal 2000, the company issued 247,104 shares of
common stock upon the conversion of one of the promissory notes. The remaining
notes for a total of $10.0 million are noninterest-bearing and are due the
earlier of either the date of termination of the employee or May 2001. Each note
is convertible, in whole or in part, into shares of common stock on the maturity
date or within 30 days thereafter, based on an initial conversion price of
$16.1875.
For each of the next five fiscal years and thereafter, debt obligations mature
as follows:
Total Debt
(In Millions) (Principal Only)
------------------
2001 $ 31.4
2002 41.8
2003 4.7
2004 2.1
Thereafter -
------------------
Total $ 80.0
==================
The company's multicurrency and revolving financing agreements provide
for multicurrency loans, letters of credit and standby letters of credit. Both
the multicurrency loan agreement ($15 million) and the revolving credit
agreement ($225 million), which includes standby letters of credit, expire in
October 2000. The company anticipates both of these agreements will be renewed
or replaced on or prior to expiration. At May 28, 2000, $24.0 million of the
combined total commitments under the multicurrency and revolving financing
agreements was utilized. These agreements contain restrictive covenants,
conditions and default provisions that, among other terms, restrict payment of
dividends and require the maintenance of financial ratios and certain levels of
tangible net worth. At May 28, 2000, under the most restrictive covenant, $114.4
million of tangible net worth was unrestricted and available for payment of
dividends on the company's common stock.
Note 7. Income Taxes
Worldwide pretax income (loss) from operations and income taxes consist of the
following:
(In Millions) 2000 1999 1998
----------- -------------- --------------
INCOME (LOSS) BEFORE INCOME TAXES AND
EXTRAORDINARY ITEM
U.S. $589.3 $(1,136.2) $(168.7)
Non-U.S. 53.2 50.8 69.0
----------- -------------- --------------
$642.5 $(1,085.4) $ (99.7)
=========== ============== ==============
INCOME TAX EXPENSE (BENEFIT)
Current:
U.S. federal $ - $ (142.5) $ (45.6)
U.S. state and local - - 0.4
Non-U.S. 27.0 14.2 21.7
----------- -------------- --------------
27.0 (128.3) (23.5)
Deferred:
U.S. federal and state - 57.2 9.4
Non-U.S. (12.1) (4.4) (4.5)
----------- -------------- --------------
(12.1) 52.8 4.9
Charge in lieu of taxes attributable to employee stock plans - - 17.5
----------- -------------- --------------
Income tax expense (benefit) $ 14.9 $ (75.5) $ (1.1)
=========== ============== ==============
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at May 28, 2000
and May 30, 1999 are presented below:
(In Millions) 2000 1999
-------------- --------------
DEFERRED TAX ASSETS
Reserves and accruals $269.1 $432.1
Non-U.S. loss carryovers and other allowances 36.6 48.4
Federal and state credit carryovers 251.0 183.3
Other 59.4 95.6
-------------- --------------
Total gross deferred assets 616.1 759.4
Valuation allowance (451.2) (536.7)
-------------- --------------
Net deferred assets 164.9 222.7
-------------- --------------
DEFERRED TAX LIABILITIES
Depreciation - (69.3)
Other liabilities (34.9) (35.5)
-------------- --------------
Total gross deferred liabilities (34.9) (104.8)
-------------- --------------
Net deferred tax assets $130.0 $117.9
============== ==============
The company recorded a valuation allowance to reflect the estimated
amount of deferred tax assets that may not be realized due to the expiration of
net operating losses and tax credit carryovers. The valuation allowance for
deferred tax assets as of May 28, 2000 includes $47.8 million attributable to
stock option deductions. The benefit of the deductions will be credited to
equity when realized. Included in other assets on the consolidated balance sheet
at May 28, 2000 is $4.3 million of deferred tax assets.
The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which those temporary
differences become deductible. Management considers projected future taxable
income and tax planning strategies in making this assessment. Based on the
historical taxable income and projections for future taxable income over the
periods that the deferred tax assets are deductible, management believes it is
more likely than not that the company will realize the benefits of these
deductible differences, net of valuation allowances as of May 28, 2000.
The reconciliation between the income tax rate computed by applying the
U.S. federal statutory rate and the reported worldwide tax rate follows:
2000 1999 1998
--------------- -------------- --------------
U.S. federal statutory tax rate 35.0% (35.0)% (35.0)%
Non-U.S. losses and tax differential
related to non-U.S. income (1.0) (0.6) (7.9)
U.S. state and local taxes net of federal benefits - - 0.4
Utilization of loss carryovers (19.3) - -
Changes in valuation allowances (12.7) 32.4 -
Change in estimate for tax contingencies - (6.8) -
Write-off of in-process R&D - - 38.4
Other 0.3 3.0 3.0
--------------- -------------- --------------
Effective tax rate 2.3% (7.0)% (1.1)%
=============== ============== ==============
U.S. income taxes were provided for deferred taxes on undistributed
earnings of non-U.S. subsidiaries that are not expected to be permanently
reinvested in such companies. There has been no provision for U.S. income taxes
for the remaining undistributed earnings of approximately $428.8 million at May
28, 2000, because the company intends to reinvest these earnings indefinitely in
operations outside the United States. If such earnings were distributed,
additional U.S. taxes of approximately $115.0 million would accrue after
utilization of U.S. tax credits.
At May 28, 2000, the company had U.S. and state credit carryovers of
approximately $154.8 million and $96.2 million, respectively, for tax return
purposes, which primarily expire from 2001 through 2020. In addition, the
company had U.S. operating loss carryovers of approximately $99.4 million that
expire in 2020. The company also had operating loss carryovers and other
allowances of $138.5 million from certain non-U.S. jurisdictions.
In November 1999, the company and the IRS filed a stipulation of
settled issue with the United States Tax Court. The stipulation confirms the
settlement between the company and the IRS of all outstanding issues related to
a deficiency notice previously issued by the IRS seeking additional taxes for
fiscal 1989. The issues giving rise to the additional taxes primarily related to
the company's former Israeli operation and the purchase price paid in fiscal
1988 for Fairchild Semiconductor Corporation. The computations of the deficiency
for 1989 and any related deficiency liabilities, or refunds, if any, for
subsequent years have not been finalized. The IRS is also examining the
company's tax returns for fiscal 1994 through 1996. The company believes that
adequate tax payments have been made or accrued for all years.
Note 8. Shareholders' Equity
Each outstanding share of common stock carries with it a stock purchase right.
The rights were issued pursuant to a dividend distribution declared on August 5,
1988. If and when the rights become exercisable, each right entitles the
registered holder to purchase one one-thousandth of a share of series A junior
participating preferred stock at a price of $60.00 per one-thousandth share,
subject to adjustment. The rights are attached to all outstanding shares of
common stock and no separate rights certificates have been distributed.
If any individual or group acquires 20 percent or more of common stock,
or announces a tender or exchange offer which, if consummated, would result in
that person or group owning at least 20 percent of the company's common stock,
the rights become exercisable and will detach from the common stock. If the
person or group actually acquires 20 percent or more of the common stock (except
in certain cash tender offers for all of the common stock), each right will
entitle the holder to purchase, at the right's then-current exercise price, the
common stock in an amount having a market value equal to twice the exercise
price. Similarly, if the company merges or consolidates with or sells 50 percent
or more of its assets or earning power to another person or entity, after the
rights become exercisable, each right will then entitle the holder to purchase,
at the right's then-current exercise price, the stock of the acquiring company
in an amount having a market value equal to twice the exercise price. The
company may redeem the rights at $0.01 per right at any time prior to the
acquisition by a person or group of 20 percent or more of the outstanding common
stock. The rights will expire on August 8, 2006, unless redeemed earlier.
During fiscal 1998, the company reserved for issuance 926,640 shares of
common stock issuable upon conversion of certain convertible subordinated
promissory notes issued to three individuals as partial consideration for the
acquisition of ComCore Semiconductor, Inc. in fiscal 1998. During fiscal 2000,
247,104 shares were issued to one of these individuals (See Note 6), leaving a
balance in the reserve of 679,536 shares.
In connection with the company's merger with Cyrix, 16.4 million shares
of common stock were issued to the holders of Cyrix common stock. In addition,
up to 2.7 million shares of common stock were reserved for issuance in the
future upon exercise of Cyrix employee or director stock options or pursuant to
Cyrix employee benefits plans and up to 2.6 million shares of common stock were
reserved for issuance in the future upon conversion of Cyrix 5.5 percent
convertible subordinated notes due June 1, 2001. Since the company repurchased
substantially all of the outstanding convertible subordinated notes in fiscal
1998, conversion of the remaining outstanding subordinated notes outstanding
will only require issuance of up to 1,619 shares of common stock.
National has paid no cash dividends on its common stock and intends to
continue its practice of reinvesting all earnings.
Note 9. Stock-Based Compensation Plans
Stock Option and Purchase Plans
National has two stock option plans under which employees may be granted stock
options to purchase shares of common stock. One plan, which has been in effect
since 1977, authorizes the grant of up to 39,354,929 nonqualified or incentive
stock options to officers and key employees. The other plan authorizes the grant
of up to 40,000,000 nonqualified stock options to employees who are not
executive officers of the company. The terms of these plans generally provide
that options are granted at the market price on the date of grant and expire up
to a maximum of 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. Options can vest after a
six-month period, but most vest ratably over a four-year period. The company has
also adopted an executive officer stock option plan, which authorizes the grant
of 6,000,000 nonqualified options to the company's executive officers. The plan
is being submitted to stockholders for approval and no options have been granted
under it.
In connection with National's merger with Cyrix in fiscal 1998,
National assumed Cyrix's outstanding obligations under its employee stock
purchase plan, 1988 incentive stock plan and non-discretionary non-employee
directors stock plan. As a result, each purchase right under the Cyrix employee
stock purchase plan and each option under the other two plans were converted
into the right or option to purchase 0.825 share of National common stock and
the purchase price was adjusted accordingly. The Cyrix employee stock purchase
plan and the Cyrix non-discretionary non-employee directors stock plan have now
expired and no more shares can be issued under them. Options under the Cyrix
1988 incentive stock plan expire up to a maximum of ten years after grant,
subject to earlier expiration upon termination of employment. No more options
will be granted under the Cyrix 1988 incentive stock plan.
In connection with the acquisitions of ComCore Semiconductor, Inc. in
fiscal 1998 and Mediamatics, Inc. in fiscal 1997, National assumed each of their
outstanding obligations under their respective stock option plans and related
stock option agreements for their employees and consultants. As a result,
ComCore and Mediamatics optionees received an option for equivalent shares of
National common stock based on an exchange rate as determined under the
respective acquisition agreements. The options expire up to a maximum of ten
years after grant, subject to earlier expiration upon termination of employment.
No more options will be granted under either of these stock option plans. The
Mediamatics transaction resulted in a new measurement date for these options and
the company recorded related unearned compensation in the amount of $9.2
million. Unearned compensation that is included as a separate component of
shareholders' equity is amortized to operations over the vesting period of the
respective options. Related compensation expense for fiscal 2000 was $2.8
million and for both fiscal 1999 and 1998, was $2.3 million.
The following table summarizes information about options outstanding under these
plans at May 28, 2000:
Outstanding Options
------------------------------------------------------------------------------------------
Weighted- Average
Remaining
Range of Exercise Number of Shares Contractual Life Weighted- Average
Prices (In Thousands) (In Years) Exercise Price
--------------------- ---------------------- ---------------------- ----------------------
ComCore option plan $0.50-$0.77 48.9 7.2 $0.59
Mediamatics option plan $1.59-$3.19 195.4 5.3 $2.63
National has a director stock option plan first approved in fiscal 1998
authorizing the grant of up to 1,000,000 shares of common stock to the company's
eligible non-employee directors. Options were granted automatically upon
approval of the plan by stockholders and are granted automatically to eligible
directors upon their appointment to the Board and subsequent election to the
Board by the stockholders. Director stock options vest in full after six months.
As of May 28, 2000, options to purchase 170,000 shares of common stock had been
granted under the director stock option plan with a weighted-average exercise
price of $31.31 and weighted-average remaining contractual life of 8.3 years.
The former chairman of the company was granted an option to purchase
300,000 shares of common stock at $27.875 per share in May 1995 in connection
with his retirement. The option was granted outside the company's stock option
plans at the market price on the date of grant, expires ten years and one day
after grant and became exercisable ratably over a four-year period. As of May
28, 2000, options to purchase 150,000 shares of common stock were outstanding
under this option grant.
National has an employee stock purchase plan that authorizes the
issuance of up to 24,950,000 shares of common stock in quarterly offerings to
eligible employees at a price that is equal to 85 percent of the lower of the
common stock's fair market value at the beginning or the end of a quarterly
period. National also has an employee stock purchase plan available to employees
at international locations, which authorizes the issuance of up to 5.0 million
shares of common stock in quarterly offerings to eligible employees at a price
equal to 85 percent of the lower of its fair market value at the beginning or
the end of a quarterly period. Both purchase plans now use a captive broker and
the company deposits shares purchased by the employee with the captive broker.
In addition, for the international purchase plan, the participant's local
operation is responsible for paying the difference between the purchase price
set by the terms of the plan and the fair market value at the time of the
purchase.
Changes in options outstanding under the option plans during fiscal
2000, 1999 and 1998 or otherwise (but excluding the ComCore, Mediamatics and
director options), were as follows:
Weighted-Average
Number of Shares Exercise Price
(in millions) (In Millions)
------------------------------ ------------------------------
Outstanding May 25, 1997 17.0 $17.67
Granted 9.9 $30.48
Exercised (2.5) $31.70
Cancelled (2.4) $25.48
------------------------------ ------------------------------
Outstanding May 31, 1998 22.0 $23.28
Granted 26.2 $13.17
Exercised (0.4) $14.65
Cancelled (12.1) $26.52
------------------------------ ------------------------------
Outstanding May 30, 1999 35.7 $14.91
Granted 9.4 $56.96
Exercised (6.7) $15.92
Cancelled (5.2) $14.81
------------------------------ ------------------------------
Outstanding at May 28, 2000 33.2 $26.56
============================== ==============================
Expiration dates for options outstanding at May 28, 2000 range from July 27,
2000 to May 26, 2010.
The following tables summarize information about options outstanding
under these plans (excluding the ComCore, Mediamatics and director options) at
May 28, 2000:
Outstanding Options
-------------------------------------------------------------------------
Weighted-Average
Remaining Contractual
Number of Shares Life Weighted-Average
Range of Exercise Prices (In Millions) (In Years) Exercise Price
------------------------ ------------------------ -----------------------
$2.87-$9.44 0.9 4.3 $ 6.79
$9.56-$13.88 17.1 8.4 $13.13
$14.00-$23.00 4.1 6.2 $16.52
$23.33-$55.00 3.2 7.4 $34.09
$55.50-$61.00 7.7 9.9 $59.86
$61.25-$83.50 0.2 9.8 $67.83
------------------------ ------------------------ -----------------------
Total 33.2 8.3 $26.56
======================== ======================== =======================
Options Exercisable
-----------------------------------------------
Number of Shares (In Weighted-Average
Range of Exercise Prices Millions) Exercise Price
---------------------- ------------------------
$2.87-$9.44 0.6 $ 5.52
$9.56-$13.88 3.4 $13.01
$14.00-$23.00 2.8 $16.43
$23.33-$55.00 1.5 $28.44
$55.50-$61.00 - -
$61.25-$83.50 - -
---------------------- ------------------------
Total 8.3 $16.47
====================== ========================
Under the terms of the stock purchase plan and the global stock
purchase plan, the company issued 1.3 million shares in fiscal 2000, 2.7 million
shares in fiscal 1999 and 1.1 million shares in fiscal 1998 to employees for
$26.3 million, $24.1 million and $23.4 million, respectively.
Under all stock option plans, 7.0 million shares of common stock were
issued during fiscal 2000. As of May 28, 2000, 84.8 million shares were reserved
for issuance under all stock purchase and option plans and other options granted
by the company, including shares available for future option grants.
On June 29, 1998, the stock option and compensation committee of the
board of directors approved an option reissuance grant for employees. The
company's president and chief executive officer and executive staff members were
excluded from the reissuance grant. Under the reissuance grant, each employee
was able to exchange options outstanding as of June 29, 1998, which had been
previously granted in plans that permit reissuance grants, for new options to
purchase the same number of shares of common stock at $13.875 per share. Vesting
on the reissuance grants restarted as of June 29, 1998. The options vest over a
four-year period with one-fourth of the shares vesting on June 29, 1999, and the
remaining shares vesting ratably over the next three years. The reissuance grant
was made as a result of the significant decrease in the market price of common
stock in the fourth quarter of fiscal 1998 and was intended to ensure that
options previously granted provide a meaningful incentive to employees. Options
to purchase approximately 8.4 million shares were cancelled in the reissuance
grant.
Other Stock Plans
National has a director stock plan that authorizes the issuance of up to 200,000
shares of common stock to eligible non-employee directors of the company. The
common 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 that is issued
under the director stock plan. As of May 28, 2000, 67,632 shares had been issued
under the director stock plan and 132,368 shares were reserved for future
issuances.
National's performance award plan, which covered performance cycles of
three to five years, was terminated and paid out in fiscal 1999. The company had
discontinued new awards under the plan beginning in fiscal 1997. Performance
cycles begun in fiscal 1995 and 1996 were paid out based on performance against
the goals in July 1998. The plan authorized the issuance of up to 1.0 million
shares of the company's common stock as full or partial payment of awards to
plan participants based on performance units and the achievement of certain
specific performance goals during a performance plan cycle. Participants were
limited to a small group of senior executives and the last performance cycle
started in fiscal 1996. No shares have been issued under the performance award
plan since fiscal 1997, and the final payouts were made in cash.
The company has a restricted stock plan, which authorizes the issuance
of up to 2.0 million shares of common stock to non-officer employees of the
company. The plan has been made available to a limited group of employees with
technical expertise considered important to the company. During fiscal 2000,
1999 and 1998, 166,500, 272,000 and 21,000 shares, respectively, were issued
under the restricted stock plan. Restrictions expire over time, ranging from two
to six years after issuance. Based upon the market value on the dates of
issuance, the company recorded $8.3 million, $3.5 million and $0.7 million of
unearned compensation during fiscal 2000, 1999 and 1998, respectively, included
as a separate component of shareholders' equity to be amortized to operations
ratably over the respective restriction periods. As of May 28, 2000, 1,291,500
shares were reserved for future issuances.
In May 1996, the company issued 200,000 shares of restricted stock to
Brian L. Halla, then newly hired president and chief executive officer. These
shares were not issued under the restricted stock plan and had restrictions that
expired annually over a four-year period. The shares were recorded at the market
value on the date of issuance as unearned compensation included as a separate
component of shareholders' equity to be amortized to operations over the vesting
period. Compensation expense for fiscal 2000, 1999 and 1998 related to all
shares of restricted stock was $2.0 million, $4.5 million and $4.9 million,
respectively. At May 28, 2000, the weighted-average grant date fair value for
all outstanding shares of restricted stock was $27.04.
Pro forma information regarding net income and earnings per share is
required by SFAS No. 123. This information is required to be determined as if
the company had accounted for its stock-based awards to employees under the fair
value method contained in SFAS No. 123. The weighted-average fair value of stock
options granted during fiscal 2000, 1999 and 1998 was $36.36, $6.95 and $14.22
per share, respectively. The weighted-average fair value of shares granted under
the stock purchase plans was $7.38, $5.10 and $12.60 for fiscal 2000, 1999 and
1998. The fair value of the stock-based awards to employees was estimated using
a Black-Scholes option pricing model, assuming no expected dividends and the
following weighted-average assumptions for fiscal 2000, 1999 and 1998:
2000 1999 1998
------------------ ----------------- ------------------
Stock Option Plans
Expected life (in years) 5.8 4.6 4.4
Expected volatility 64% 57% 50%
Risk-free interest rate 6.6% 5.7% 5.5%
Stock Purchase Plans
Expected life (in years) 0.3 0.3 0.3
Expected volatility 100% 78% 53%
Risk-free interest rate 5.8% 4.6% 5.4%
For pro forma purposes, the estimated fair value of stock-based awards
to employees is amortized over the options' vesting period (for options) and the
three-month purchase period (for stock purchases) under the stock purchase
plans. The pro forma information follows:
(In Millions, Except Per Share Amounts)
2000 1999 1998
-------------- ---------------- -------------
Net income (loss) - as reported $620.8 $(1,009.9) $(98.6)
Net income (loss) - pro forma $550.3 $(1,069.1) $(134.1)
Basic earnings (loss) per share - as reported $3.58 $(6.04) $(0.60)
Basic earnings (loss) per share - pro forma $3.17 $(6.40) $(0.82)
Diluted earnings (loss) per share - as reported $3.24 $(6.04) $(0.60)
Diluted earnings (loss) per share - pro forma $2.87 $(6.40) $(0.82)
Note 10. Retirement and Pension Plans
National's retirement and savings program for U.S. employees consists of
three plans, as follows:
The profit sharing plan requires contributions of the greater of 5
percent of consolidated net earnings before income taxes or 1 percent of payroll
(as defined by the plan). Contributions are made 25 percent in common stock and
75 percent in cash. Total shares contributed under the profit sharing plan
during fiscal 2000, 1999 and 1998 were 34,025 shares, 95,126 shares and 74,651
shares, respectively. As of May 28, 2000, 1.34 million shares of common stock
were reserved for future contributions.
The salary deferral 401(k) plan allows employees to defer up to 15
percent of their salaries, subject to certain limitations, with partially
matching company contributions. Contributions are invested in one or more of
eleven investment funds at the discretion of the employee. One of the investment
funds is a stock fund in which contributions are invested in National common
stock. Although 5.0 million shares of common stock are reserved for issuance to
the stock fund, shares purchased to date with contributions have been purchased
on the open market and the company has not issued any stock directly to the
stock fund.
The benefit restoration plan allows certain highly compensated
employees to receive a higher profit sharing plan allocation than would
otherwise be permitted under IRS regulations and to defer greater percentages of
compensation than would otherwise be permitted under the salary deferral 401(k)
plan and IRS regulations. The benefit restoration plan is a nonqualified plan of
deferred compensation maintained in a rabbi trust. Participants can direct the
investment of their benefit restoration plan accounts in the same investment
funds offered by the 401(k) plan (with the exception of the company stock fund,
which is not available for the nonqualified plan).
Certain non-U.S. subsidiaries have varying types of defined benefit
pension and retirement plans that are consistent with local statutes and
practices. The annual expense for all plans was as follows:
(In Millions) 2000 1999 1998
------------- ------------ ------------
Profit sharing plan $ 4.9 $ 3.7 $ 5.1
Salary deferral 401(k) plan $10.8 $ 9.1 $ 9.4
Non-U.S. pension and retirement plans $10.7 $11.2 $12.9
The defined benefit pension plans, which are maintained in the U.K.,
Germany and Japan, cover all eligible employees within each respective country.
Pension plan benefits are based primarily on participants' compensation and
years of service credited as specified under the terms of each country's plan.
The company's funding policy is consistent with the local requirements of each
country. The plans' assets consist primarily of U.S. and foreign equity
securities, bonds, property and cash.
Net annual periodic pension cost of the plans is presented in the following
table:
(In Millions) 2000 1999 1998
----------------- ----------------- -----------------
Service cost of benefits earned during the year $ 5.5 $ 6.9 $ 6.1
Plan participant's contribution (1.3) (1.4) (1.5)
Interest cost on projected benefit obligation 6.5 5.5 3.8
Actual return on plan assets (5.2) - (9.2)
Net amortization and deferral 0.9 (4.2) 7.2
----------------- ----------------- -----------------
Net periodic pension cost $ 6.4 $ 6.8 $ 6.4
================= ================= =================
Obligation and asset data of the plans at fiscal year-end and details
of their changes during the year are presented in the following tables:
(In Millions) 2000 1999
----------------- -----------------
BENEFIT OBILGATION
Beginning balance $102.2 87.5
Service cost 5.5 6.9
Interest cost 6.5 5.5
Benefits paid (4.4) (3.1)
Actuarial gain 11.4 7.2
Exchange rate adjustment (1.2) (1.8)
----------------- -----------------
Ending balance $120.0 $102.2
================= =================
PLAN ASSETS AT FAIR VALUE
Beginning balance $ 59.9 $ 54.0
Actual return on plan assets 10.4 -
Company contributions 14.3 8.4
Plan participants' contributions 1.3 1.4
Benefits paid (4.3) (3.0)
Exchange rate adjustment 0.7 (0.9)
----------------- -----------------
Ending balance $ 82.3 $ 59.9
================= =================
RECONCILIATION OF FUNDED STATUS
Fund status - Benefit obligation in excess of plan
assets $ 37.7 $ 42.3
Unrecognized net loss (31.3) (25.7)
Unrecognized net transition obligation 3.2 2.6
Adjustment to recognize minimum liability 31.2 25.0
----------------- -----------------
Accrued pension cost $ 40.8 $ 44.2
================= =================
The projected benefit obligations and net periodic pension cost were determined
using the following assumptions:
2000 1999 1998
----------------- ----------------- -----------------
Discount rate 3.0%-6.5% 3.0%-7.0% 3.0%-7.0%
Rate of increase in compensation levels 3.0%-4.5% 3.0%-4.5% 3.0%-4.5%
Expected long-term return on assets 4.0%-8.0% 4.0%-9.0% 4.0%-9.0%
For fiscal 2000 and 1999, the company recorded adjustments for minimum
liability of $6.2 million and $12.5 million, respectively. This was related to
one of its defined benefit plans representing an excess of unfunded accumulated
benefit obligations over previously recorded pension cost liabilities. The
increase in unfunded accumulated benefit obligations was primarily attributable
to a reduction in the assumed discount rate. This was combined with the effect
of fixed rate increases in benefits under the terms of the plan in excess of
current inflation rates. The corresponding offset was recorded as a component of
accumulated other comprehensive loss.
Note 11. Commitments and Contingencies
Commitments
The company leases certain facilities and equipment under operating lease
arrangements. Rental expenses under operating leases were $28.1 million, $34.9
million and $36.9 million in fiscal 2000, 1999 and 1998, respectively.
Future minimum commitments under noncancellable operating leases are as follows:
(n Millions)
------------------------------
2001 $ 25.3
2002 21.7
2003 14.0
2004 12.2
2005 10.2
Thereafter 17.3
------------------------------
Total $100.7
==============================
In connection with the Fairchild transaction in fiscal 1997, Fairchild
and the company entered into a manufacturing agreement whereby the company
committed to purchase a minimum of $330.0 million in goods and services during
the first 39 months after the transaction, based on specified wafer prices,
which the company believes approximate market prices. The agreement expired in
June 2000. During fiscal 2000, 1999 and 1998, the company's total purchases
under the agreement were $87.5 million, $84.4 million and $155.0 million,
respectively.
In September 1999, the company reached agreement with International
Business Machines Corporation for termination of the wafer manufacturing and
marketing agreements that previously existed between Cyrix and IBM. Under terms
of the agreement, the company was relieved of its obligations to purchase wafers
from IBM and IBM ceased the competitive sale of Cyrix-designed microprocessors
to customers other than National. In addition, the company transferred to IBM
ownership of certain assets that physically resided at an IBM facility. Total
purchases under the previously existing agreements were $21.0 million and $130.7
million during fiscal 1999 and 1998, respectively.
Contingencies -- Legal Proceedings
In April 1988, the company received a notice from the district director of U.S.
Customs in San Francisco alleging underpayment of duties of approximately $19.5
million for the period June 1, 1979 to March 1, 1985 on merchandise imported
from the company's non-U.S. subsidiaries. The company filed an administrative
appeal in September 1988. On May 23, 1991, the district director revised the
customs action and issued a notice of penalty claim and demand for restoration
of duties, alleging underpayment of duties of approximately $6.9 million for the
same period. The company filed an administrative petition for relief in October
1991 and the alleged underpayment was reduced in April 1994 to approximately
$3.6 million. The revised alleged underpayment could be subject to penalties
that may be computed as a multiple of the underpayment. The company filed a
supplemental petition for relief in October 1994. The assistant commissioner of
customs issued a decision in March 1998, which left the alleged underpayment at
approximately $3.6 million. Although the company may consider an administrative
settlement of the matter, and settlement negotiations are ongoing, it intends to
continue to contest the assessment through all available means if a favorable
settlement cannot be achieved.
In July 1988, the Customs Service liquidated various duty drawback
claims previously filed by the company and demanded repayment of accelerated
drawback previously paid to the company plus accrued interest. In March 1996,
the Customs Service approved in part and denied in part administrative protests
filed by the company contesting the denied drawback claims. In order to obtain
judicial review, the company paid the denied drawback and associated interest
totaling $5.2 million and filed summonses in the Court of International Trade
seeking a refund. Settlement negotiations are underway.
The company has been named to the National Priorities List for its
Santa Clara, California, site and has completed a remedial
investigation/feasibility study with the Regional Water Quality Control Board,
acting as an agent for the Federal Environmental Protection Agency. The company
has agreed in principle with the RWQCB to a site remediation plan. The company
has been sued by Advanced Micro Devices, Inc., which seeks recovery of cleanup
costs AMD has incurred in the Santa Clara area under the RWQCB orders for
contamination that AMD alleges was originally caused by the company.
In addition to the Santa Clara site, the company has been designated as
a potentially responsible party by federal and state agencies with respect to
certain sites with which the company may have had direct or indirect
involvement. Such designations are made regardless of the extent of the
company's 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 with respect to a number of
the PRP claims, have been asserted against a number of other entities for the
same cost recovery or other relief as was asserted against the company. The
company accrues costs associated with environmental matters when they become
probable and reasonably estimable. The amount of all environmental charges to
earnings, including charges relating to the Santa Clara site remediation, which
did not include potential reimbursements from insurance coverage, were not
material during fiscal 2000, 1999 and 1998.
In connection with disposition in fiscal 1996 of the Dynacraft, Inc.
assets and business, the company retained responsibility for environmental
claims connected with Dynacraft's Santa Clara, California, operations and for
environmental claims arising from National's conduct of the Dynacraft business
prior to the disposition. With respect to environmental matters involved in the
Fairchild disposition, the company agreed to retain liability for current
remediation projects and environmental matters arising from National's prior
operation of Fairchild's plants in South Portland, Maine; West Jordan, Utah;
Cebu, Philippines; and Penang, Malaysia; and Fairchild agreed to arrange for and
perform the remediation and cleanup. The company prepaid to Fairchild the
estimated costs of the remediation and cleanup and remains responsible for costs
and expenses incurred by Fairchild in excess of the prepaid amounts.
The company's tax returns for certain years are under examination in the
U.S. by the IRS (See Note 7).
In January 1999, a class action suit was filed against the company by
former and present employees claiming damages for personal injuries. The
complaint alleges that cancer and reproductive harm were caused to employees
exposed to chemicals in the workplace. The company filed demurrers to the
initial complaints and has now answered the fifth amended complaint. Only
limited discovery has taken place to date.
In addition to the foregoing, National is a party to other suits and claims
that arise in the normal course of business. With respect to these proceedings
discussed above, based on current information, the company does not believe that
there is a reasonable possibility that losses associated with the proceedings
exceeding amounts already recognized will be incurred in an amount that would be
material to the company's financial position or results of operations.
Note 12. Segment and Geographic Information
The company designs, develops, manufactures and markets a wide array of
semiconductor products for applications in a variety of markets. It is organized
by various product line business units. For segment reporting purposes, each of
the company's product line business units represents an operating segment as
defined under Statement of Financial Accounting Standards No. 131, Disclosures
about Segments of an Enterprise and Related Information. Business units that
have similar economic characteristics have been combined to form three main
operating segments that include the Analog segment, the Information Appliance
segment and the Network Products segment. All operating segments are managed by
one of three vice presidents who report directly to the chief executive officer,
who is considered the company's chief operating decision-maker. Based on the
criteria under SFAS No. 131, only the Analog segment and the Information
Appliance segment are considered reportable segments. The Network Products
segment, as well as other business units that did not meet the aggregation
criteria to be included in the three main operating segments, is included in the
caption, "All Others." Prior to fiscal 2000, the former Cyrix business unit was
also considered a separate reportable operating segment.
The Analog segment includes a wide range of building block products
such as high-performance operational amplifiers, power management circuits, data
acquisition circuits, interface circuits and circuits targeted towards
leading-edge monitor applications such as ultra-thin flat panel displays. The
Analog segment's wireless circuits perform the radio, baseband controller, power
management and other related functions primarily for handsets and base stations
in the cellular and cordless telephone markets. The segment is heavily focused
on using its analog expertise as the initial point to integrate systems on a
chip aimed at the cellular, personal systems and information appliance markets.
Current offerings include scanners on a chip, systems health monitoring and
integrated power management systems, and wireless handset integrations.
The Information Appliance segment contains all business units focused
on providing component and system solutions to the emerging information
appliance market, where the company is strategically directed to provide
next-generation solutions. These products include application-specific
integrated microprocessors based on National's GeodeTM technology, MPEG software
and hardware products and diverse advanced input/output controllers. The
Information Appliance segment is focused on three key market segments that
include interactive TV set-top boxes (equipped with digital video), enterprise
thin clients (computers that have minimal memory and access software from a
centralized server network) and personal information access devices, such as
WebPADTM.
The Network Products segment offers a line of ethernet products that
address a range of applications. The majority of network product sales for
fiscal 2000 were derived from relatively mature 10/100 Mb products. Utilizing
the digital signal processing technology that was initially obtained through the
ComCore acquisition, the company has now developed new network products with
higher bandwidth applications. These include MACPHYTERTM, a fast ethernet 10/100
Mb device combined with a media access controller, and GIGPHYTERTM, which offers
expanded 10/100/1000 Mbps bandwidth and addresses transmission over copper
networks.
The former Cyrix business unit primarily offered a line of Cyrix M II
microprocessors, which were stand-alone central processing units that were
targeted toward the sub-$1,000 PC market. In this market, which is currently
dominated by two major competitors, the company experienced highly competitive
pricing trends and constant pressure to rapidly release new microprocessors with
higher operating speeds. As a result, the company decided to exit the Cyrix PC
microprocessor business in May 1999 and completed the sale of the assets of this
business to VIA Technologies, Inc. in September 1999 (See Note 3).
Aside from these operating segments, the company's corporate structure
also includes centralized Worldwide Marketing and Sales, the Central Technology
and Manufacturing Group, and the Corporate Group. Certain expenses of these
groups are allocated to the operating segments and are included in their segment
operating results.
With the exception of the allocation of certain expenses, the
significant accounting policies and practices used to prepare the consolidated
financial statements as described in Note 1 are generally followed in measuring
the sales, segment income or loss and determination of assets for each
reportable segment. The company allocates certain expenses associated with
centralized manufacturing, selling, marketing and general administration to
reporting segments based on either the percentage of net trade sales for each
operating segment to total net trade sales or headcount, as appropriate. Certain
R&D expenses primarily associated with process development are allocated to
operating segments based on the percentage of dedicated R&D expenses for each
operating segment to total dedicated R&D expenses. For fiscal 1998, interest
income and interest expense were allocated to operating segments based on the
percentage of their net trade sales to total net trade sales. For fiscal 2000
and 1999, a portion of interest income and interest expense was indirectly
allocated to operating segments.
The following table presents specified amounts included in the measure
of segment results or the determination of segment assets:
Information Cyrix
(In Millions) Analog Appliance Business Total
Segment Segment Unit All Others Eliminations Consolidated
----------- --------------- ----------- ------------- --------------- ---------------
2000
Sales to unaffiliated customers $1,514.1 $ 239.1 $ 18.6 $ 368.1 $ - $2,139.9
Inter-segment sales - 0.3 - - (0.3) -
----------- --------------- ----------- ------------- --------------- ---------------
Net sales $1,514.1 $ 239.4 $ 18.6 $ 368.1 $ (0.3) $2,139.9
=========== =============== =========== ============= =============== ===============
Segment income (loss) before
income taxes and extraordinary item $ 642.5
$ 454.1 $ (99.8) $ (22.6) $ 310.8
=========== =============== =========== ============= ===============
Depreciation and amortization $ 13.8 $ 13.9 $ 3.3 $ 232.8 $ 263.8
Interest income $ - $ - $ - $ 33.2 $ 33.2
Interest expense $ - $ - $ - $ 17.9 $ 17.9
Segment assets $ 133.0 $ 30.8 $ - $2,218.4 $2,382.2
1999
Sales to unaffiliated customers $1,164.1 $ 203.4 $ 179.2 $ 410.1 $ - $1,956.8
Inter-segment sales - 0.5 - - (0.5) -
----------- --------------- ----------- ------------- --------------- ---------------
Net sales $1,164.1 $ 203.9 $ 179.2 $ 410.1 $ (0.5) $1,956.8
=========== =============== =========== ============= =============== ===============
Segment income (loss) before $(1,085.4)
income taxes $ 35.9 $ (190.7) $ (161.9) $ (768.7)
=========== =============== =========== ============= ===============
Depreciation and amortization $ 13.8 $ 19.0 $ 11.2 $ 361.6 $ 405.6
Interest income $ - $ - $ - $ 26.9 $ 26.9
Interest expense $ - $ - $ - $ 29.1 $ 29.1
Segment assets $ 98.4 $ 16.1 $ 10.9 $1,918.9 $2,044.3
1998
Sales to unaffiliated customers $1,333.6 $ 307.6 $ 226.0 $ 669.5 $ - $2,536.7
Inter-segment sales - 0.9 - - (0.9) -
----------- --------------- ----------- ------------- --------------- ---------------
Net sales $1,333.6 $ 308.5 $ 226.0 $ 669.5 $ (0.9) $2,536.7
=========== =============== =========== ============= =============== ===============
Segment income (loss) before
income taxes $ 151.1 $ (90.6) $ (108.4) $ (51.8) $ (99.7)
=========== =============== =========== ============= ===============
Depreciation and amortization $ 9.8 $ 8.9 $ 14.4 $ 273.6 $ 306.7
Interest income $ - $ - $ 2.7 $ 45.9 $ 48.6
Interest expense $ 2.6 $ 0.8 $ 6.4 $ 16.5 $ 26.3
Segment assets $ 149.4 $ 56.0 $ 30.1 $2,865.2 $3,100.7
Depreciation and amortization presented for each segment includes only
such charges on dedicated segment assets. The measurement of segment profit and
loss includes an allocation of depreciation expense for shared manufacturing
facilities contained in each segment's product standard cost.
Segment profit or loss for fiscal 1999 of each reportable segment
included allocations of expenses associated with the shared manufacturing
facility in Maine, expenses associated with activity of the development wafer
fabrication facility in Santa Clara and expenses incurred at corporate
headquarters. The outcome of the actions announced in May 1999 significantly
reduced allocations of these expenses to operating segments for fiscal 2000.
The company operates in three main geographic areas that include the
Americas, Europe and the Asia Pacific region including Japan. In the information
that follows, sales include local sales and exports made by operations within
each area. Total sales by geographic area include sales to unaffiliated
customers and inter-geographic transfers, which are based on standard cost. To
control costs, a substantial portion of National's products are transported
between the Americas, Europe and the Asia Pacific region in the process of being
manufactured and sold. Sales to unaffiliated customers have little correlation
with the location of manufacture.
National is not dependent upon any single customer, the loss of which
would have a material effect on the company. In addition, no one customer or
distributor accounted for 10 percent or more of total net sales in fiscal 2000,
1999 and 1998.
The following tables provides geographic sales and asset information by major
countries within the main geographic areas (Japan is included with the rest of
the world):
(In Millions)
United United Hong Kong Singapore Rest of Eliminations Total
States Kingdom World Consolidated
2000
Sales to unaffiliated
customers $ 761.7 $ 348.8 $ 439.1 $ 214.6 $ 375.7 $2,139.9
Transfers between
geographic area 544.2 192.1 0.1 875.8 0.7 $(1,612.9) -
------------ ------------ ----------- ------------- ----------- --------------- ---------------
Net sales $1,305.9 $ 540.9 $ 439.2 $1,090.4 $ 376.4 $(1,612.9) $2,139.9
============ ============ =========== ============= =========== =============== ===============
Total assets $1,557.7 $ 111.2 $ 52.9 $ 297.7 $ 362.7 $2,382.2
============ ============ =========== ============= =========== ===============
1999
Sales to unaffiliated
customers $ 738.3 $ 325.5 $ 386.4 $ 218.0 $ 288.6 $1,956.8
Transfer between
geographic area 555.8 162.4 2.2 883.1 2.1 $(1,605.6) -
------------ ------------ ----------- ------------- ----------- --------------- ---------------
Net sales $1,294.1 $ 487.9 $ 388.6 $1,101.1 $ 290.7 $(1,605.6) $1,956.8
============ ============ =========== ============= =========== ===============
Total assets $1,181.5 $ 104.3 $ 40.6 $ 372.2 $ 345.7 $2,044.3
============ ============ =========== ============= =========== ===============
1998
Sales to unaffiliated
customers $1,101.1 $ 436.1 $ 435.9 $ 213.5 $ 350.1 $2,536.7
Transfers between
geographic area 571.5 203.0 2.1 987.8 3.2 $(1,767.6) -
------------ ------------ ----------- ------------- ----------- --------------- ---------------
Net sales $1,672.6 $ 639.1 $438.0 $1,201.3 $ 353.3 $(1,767.6) $2,536.7
============ ============ =========== ============= =========== =============== ===============
Total assets $2,177.7 $ 155.2 $58.8 $ 329.5 $ 379.5 $3,100.7
============ ============ =========== ============= =========== ===============
Note 13. Supplemental Disclosure of Cash Flow Information and Noncash
Investing and Financing Activities
(In Millions) 2000 1999 1998
--------------- -------------- -------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid (refunded) for:
Interest expense $ 21.5 $ 26.1 $ 34.8
Interest payment on tax settlements $ - $ 2.8 $ 0.1
Income taxes (refund) $ 18.1 $(17.0) $ 12.0
(In Millions) 2000 1999 1998
--------------- -------------- -------------
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES
Issuance of stock for employee benefit plans $ 0.9 $ 0.3 $ 2.5
Issuance of stock for director stock plan $ 0.4 $ - $ -
Tax benefit for employee stock option plans $ - $ - $ 17.5
Change in unrealized gain on available-for-sale securities $ 8.6 $ 22.2 $ (4.2)
Unearned compensation charge relating
to restricted stock issuance $ 8.3 $ 3.5 $ 0.7
Issuance of convertible subordinated promissory notes
in connection with ComCore acquisition $ - $ - $ 15.0
Issuance of common stock upon conversion of convertible
subordinated promissory notes $ 7.1 $ - $ -
Fair value of stock options assumed in ComCore acquisition $ - $ - $ 4.3
Restricted stock cancellation $ 6.0 $ 2.0 $ 0.9
Minimum pension liability $ 6.2 $ 12.5 $ 12.5
Note 14. Financial Information by Quarter (Unaudited)
The following table presents the quarterly information for fiscal 2000 and 1999:
First Second Third Fourth
(In Millions, Except Per Share Amounts) Quarter Quarter Quarter Quarter
-------------- --------------- --------------- ---------------
2000
Net sales $ 481.8 $ 513.9 $ 548.9 $ 595.3
Gross margin $ 185.1 $ 232.4 $ 263.7 $ 303.8
Income before extraordinary item $ 47.1 $ 98.8 $ 327.8 $ 153.9
Net income $ 47.1 $ 92.0 $ 327.8 $ 153.9
- --------------------------------------------------- -------------- --------------- --------------- ---------------
Basic earnings per share:
Income before extraordinary item $ 0.28 $ 0.57 $ 1.88 $ 0.87
Net income $ 0.28 $ 0.53 $ 1.88 $ 0.87
- --------------------------------------------------- -------------- --------------- --------------- ---------------
Weighted-average common shares outstanding used
in basic earnings per share 170.3 172.2 174.7 177.1
- --------------------------------------------------- -------------- --------------- --------------- ---------------
Diluted loss per share:
Income before extraordinary item $ 0.25 $ 0.52 $ 1.68 $ 0.78
Net income $ 0.25 $ 0.49 $ 1.68 $ 0.78
- --------------------------------------------------- -------------- --------------- --------------- ---------------
Weighted-average common and potential common
shares outstanding used in diluted earnings per
share 185.4 189.5 194.8 197.0
- --------------------------------------------------- -------------- --------------- --------------- ---------------
Common stock price - high $ 31.13 $ 42.69 $ 74.00 $ 85.94
Common stock price - low $ 17.69 $ 23.50 $ 40.56 $ 43.75
- --------------------------------------------------- -------------- --------------- --------------- ---------------
1999
Net sales $ 469.6 $ 510.1 $ 500.1 $ 477.0
Gross margin $ 55.0 $ 93.0 $ 155.1 $ 100.2
Net loss $(104.8) $ (94.4) $ (27.2) $(783.5)
- --------------------------------------------------- -------------- --------------- --------------- ---------------
Basic and diluted loss per share $ (0.63) $ (0.57) $ (0.16) $ (4.65)
- --------------------------------------------------- -------------- --------------- --------------- ---------------
Weighted-average common shares outstanding used
in basic and diluted loss per share 165.8 166.6 167.5 168.5
- --------------------------------------------------- -------------- --------------- --------------- ---------------
Common stock price - high $ 16.88 $ 15.75 $ 17.63 $ 22.75
Common stock price - low $ 9.63 $ 7.44 $ 10.25 $ 8.88
- --------------------------------------------------- -------------- --------------- --------------- ---------------
The company's common stock is traded on the New York Stock Exchange and
the Pacific Exchange. The quoted market prices are as reported on the New York
Stock Exchange Composite Tape. At May 28, 2000, there were approximately 9,019
holders of common stock.
Note 15. Subsequent Event
On July 11, 2000, a jury returned a verdict in favor of the company and its
board of directors in connection with a federal securities class action suit
that was originally filed in November 1997. The case arose out of the 1997
merger between National and Cyrix (See Note 4). The plaintiff, who represented a
class of approximately 25,000 former Cyrix shareholders, claimed that the
company's proxy and prospectus misrepresented material information about the
company's ability to manufacture Cyrix PC microprocessors. The company does not
know at this time if plaintiff intends to appeal.
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
National Semiconductor Corporation:
We have audited the accompanying consolidated balance sheets of
National Semiconductor Corporation and subsidiaries (the Company) as of May 28,
2000 and May 30, 1999, and the related consolidated statements of operations,
comprehensive income (loss), shareholders' equity and cash flows for each of the
years in the three-year period ended May 28, 2000. In connection with our audits
of the consolidated financial statements, we also have audited the related
financial statement Schedule II, "Valuation and Qualifying Accounts." These
consolidated financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement
schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of National
Semiconductor Corporation and subsidiaries as of May 28, 2000 and May 30, 1999,
and the results of their operations and their cash flows for each of the years
in the three-year period ended May 28, 2000 in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, the related financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.
KPMG LLP
Mountain View, California
June 7, 2000 (except as to Note 15,
which is as of July 11, 2000)
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information with respect to directors, appearing under the caption "Election
of Directors" including subcaptions thereof, and "Section 16(a) Beneficial
Ownership Reporting Compliance" in the registrant's Proxy Statement for the 2000
annual meeting of shareholders to be held on or about September 22, 2000 and
which will be filed in definitive form pursuant to Regulation 14a on or about
August 18, 2000 (hereinafter "2000 Proxy Statement"), is incorporated herein by
reference. Information concerning executive officers is set forth in Part I
hereof under the caption "Executive Officers of the Registrant."
ITEM 11. EXECUTIVE COMPENSATION
The information appearing under the captions "Director Compensation",
"Compensation Committee Interlocks and Insider Participation" and "Executive
Compensation" (including all related sub captions thereof) in the 2000 Proxy
Statement is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information concerning the only known ownership of more than 5 percent of
the company's outstanding common stock "Outstanding Capital Stock, Quorum and
Voting" in the 2000 Proxy Statement, is incorporated herein by reference. The
information concerning the ownership of the company's equity securities by
directors, certain executive officers and directors and officers as a group,
appearing under the caption "Security Ownership of Management" in the 2000 Proxy
Statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information appearing under the caption "Compensation Committee Interlocks
and Insider Participation" in the 2000 Proxy Statement is incorporated herein by
reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Pages in
(a)1. Financial Statements this document
- --------------------------- -------------
For the three years ended May 28, 2000- 27
refer to Index in Item 8
Independent Auditors' Report 60
(a) 2. Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts 64
All other schedules are omitted since the required information is
inapplicable or the information is presented in the consolidated financial
statements or notes thereto.
Separate financial statements of the registrant are omitted because the
registrant is primarily an operating company and all subsidiaries included in
the consolidated financial statements being filed, in the aggregate, do not have
minority equity interest or indebtedness to any person other than the registrant
in an amount which exceeds five percent of the total assets as shown by the most
recent year end consolidated balance sheet filed herein.
(a)3. Exhibits
The exhibits listed in the accompanying Index to Exhibits on pages 67 to 69 of
this report are filed or incorporated by reference as part of this report.
(b) Reports on Form 8-K
During the quarter ended May 28, 2000, no reports on Form 8-K were filed by the
registrant.
NATIONAL SEMICONDUCTOR CORPORATION
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(In Millions)
Deducted from receivables
in the consolidated balance sheets
Doubtful Returns and
Description Accounts Allowances Total
Balances at May 25, 1997 $ 4.1 $ 37.3 $ 41.4
Additions charged against revenue - 214.0 214.0
Additions charged against
costs and expenses 5.4 - 5.4
Deductions (0.6) (1) (209.9) (210.5)
---------- ---------- ---------
Balances at May 31, 1998 8.9 41.4 50.3
Additions charged against revenue - 222.2 225.2
Additions charged against
costs and expenses 3.4 - 3.4
Deductions (3.2) (1) (204.7) (207.9)
---------- ----------- ---------
Balances at May 30, 1999 9.1 58.9 68.0
Additions charged against revenue - 223.9 223.9
Additions charged against
costs and expenses 0.3 - 0.3
Deductions (2.0) (1) (231.6) (233.6)
---------- ---------- ---------
Balances at May 28, 2000 $ 7.4 $ 51.2 $ 58.6
======= ======= =======
- ------------------------------------------------
(1) Doubtful accounts written off, less recoveries.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
NATIONAL SEMICONDUCTOR CORPORATION
Date: August 1, 2000 By: /S/ BRIAN L. HALLA*
---------------
Brian L. Halla
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities stated and on the 1st day of August 2000.
Signature Title
/S/ BRIAN L. HALLA* Chairman of the Board, President
--------------- and Chief Executive Officer
Brian L. Halla (Principal Executive Officer)
/S/ DONALD MACLEOD Executive Vice President, Finance
--------------- and Chief Financial Officer
Donald Macleod (Principal Financial Officer)
/S/ LEWIS CHEW * Vice President and Controller
---------- (Principal Accounting Officer)
Lewis Chew
/S/ GARY P. ARNOLD * Director
--------------
Gary P. Arnold
/S/ ROBERT J. FRANKENBERG * Director
---------------------
Robert J. Frankenberg
/S/ E. FLOYD KVAMME* Director
---------------
E. Floyd Kvamme
/S/ MODESTO A. MAIDIQUE * Director
-------------------
Modesto A. Maidique
/S/ EDWARD R. McCRACKEN * Director
-------------------
Edward R. McCracken
/S/ DONALD E. WEEDEN * Director
----------------
Donald E. Weeden
* By /S/ DONALD MACLEOD
----------------
Donald Macleod, Attorney-in-fact
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
National Semiconductor Corporation:
We consent to incorporation by reference in the Registration Statements
No. 33-48935, 33-54931, 33-55699, 33-55703, 33-61381, 333-09957, 333-23477,
333-36733, 333-53801, 333-77195, and 333-88269 on Form S-8, and Post Effective
Amendment No. 1 on Form S-8 to Form S-4 Registration Statement No. 333-38033-01
of National Semiconductor Corporation and subsidiaries of our report dated June
7, 2000 (except as to Note 15, which is as of July 11, 2000), relating to the
consolidated balance sheets of National Semiconductor Corporation and
subsidiaries as of May 28, 2000 and May 30, 1999, and the related consolidated
statements of operations, comprehensive income (loss), shareholders' equity, and
cash flows for each of the years in the three-year period ended May 28, 2000 and
the related financial statement schedule, which report appears on page 60 of the
2000 Annual Report on Form 10-K of National Semiconductor Corporation.
KPMG LLP
Mountain View, California
August 1, 2000
INDEX TO EXHIBITS
Item 14(a) (3)
The following documents are filed as part of this report:
1. Financial Statements: reference is made to the Financial Statements
described under Part IV, Item 14(a) (1).
2. Other Exhibits:
2.1 Agreement and Plan of Merger by and among National Semiconductor
Corporation, Nova Acquisition Corporation and Cyrix Corporation dated as of
July 28, 1997 (incorporated by reference from the Exhibits to the Company's
Form 10-K for the fiscal year ended May 25, 1997 filed August 6, 1997).
3.1 Second Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference from the Exhibits to the Company's 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
the Company's Registration Statement on Form S-8 Registration No. 333-09957
which became effective August 12, 1996).
3.2 By-Laws of the Company
4.1 Form of Common Stock Certificate (incorporated by reference from the
Exhibits to the Company's Registration Statement on Form S-3 Registration
No. 33-48935, which became effective October 5, 1992).
4.2 Rights Agreement (incorporated by reference from the Exhibits to the
Company's Registration Statement on Form 8-A filed August 10, 1988). First
Amendment to the Rights Agreement dated as of October 31, 1995
(incorporated by reference from the Exhibits to the Company's Amendment No.
1 to the Registration Statement on Form 8-A filed December 11, 1995).
Second Amendment to the Rights Agreement dated as of December 17, 1996
(incorporated by reference from the Exhibits to the Company's Amendment No.
2 to the Registration Statement on Form 8-A filed January 17, 1997).
4.3 Indenture dated as of September 15, 1995 (incorporated by reference from
the Exhibits to the Company's Registration Statement on Form S-3
Registration No. 33-63649, which became effective November 6, 1995).
4.4 Form of Note (incorporated by reference from the Exhibits to the Company's
Registration Statement on From S-3 Registration No. 33-63649, which became
effective November 6, 1995).
4.5 Indenture dated as of May 28, 1996 between Cyrix Corporation ("Cyrix") and
Bank of Montreal Trust Company as Trustee (incorporated by reference from
the Exhibits to Cyrix's Registration Statement on Form S-3 Registration No.
333-10669, which became effective August 22, 1996).
4.6 Registration Rights Agreement dated as of May 28, 1996 between Cyrix and
Goldman, Sachs & Co. (incorporated by reference from the Exhibits to
Cyrix's Registration Statement on Form S-3 Registration No. 333-10669,
which became effective August 22, 1996).
10.1 Stock Option Agreement between National Semiconductor Corporation and Cyrix
Corporation (incorporated by reference from the Exhibits to the Company's
10-K for the fiscal year ended May 25, 1997 filed August 6, 1997).
10.2 Management Contract or Compensatory Plan or Arrangement: Executive Officer
Incentive Plan (incorporated by reference from the Exhibits to the
Company's Form 10-K for the fiscal year ended May 30, 1999 filed July 29,
1999). Fiscal Year 2000 Executive Officer Incentive Plan Agreement
(incorporated by reference from the Exhibits to the Company's Form 10-Q for
the quarter ended August 29, 1999 filed October 12, 1999).
10.3 Management Contract or Compensatory Plan or Agreement: Stock Option Plan,
as amended through April 26, 1998 (incorporated by reference from the
Exhibits to the Company's Registration Statement on Form S-8 Registration
No. 333-57029, which became effective June 17, 1998).
10.4 Management Contract or Compensatory Plan or Agreement: Executive Officer
Stock Option Plan.
10.5 Management Contract or Compensatory Plan or Arrangement: Benefit
Restoration Plan as amended through January 1, 2000 (incorporated by
reference from the Exhibits to the Company's Form 10-Q for the quarter
ended November 28, 1999 filed January 12, 2000).
10.6 Management Contract or Compensatory Plan or Arrangement: Agreement with
Peter J. Sprague dated May 17, 1995. Non Qualified Stock Option Agreement
with Peter J. Sprague dated May 18, 1995 (incorporated by reference from
the Exhibits to the Company's Registration Statement on Form S-8
Registration No. 33-61381 which became effective July 28, 1995).
10.7 Management Contract or Compensatory Plan or Arrangement: Director Stock
Plan as amended through June 26, 1997 (incorporated by reference from the
Exhibits to the Company's definitive Proxy Statement for the Annual Meeting
of Stockholders held September 26, 1997 filed August 12, 1997).
10.8 Management Contract or Compensatory Plan or Arrangement: Director Stock
Option Plan (incorporated by reference from the Exhibits to the Company's
Form 10-Q for the quarter ended August 29, 1999 filed October 12, 1999).
10.9 Management Contract or Compensatory Plan or Arrangement: Director Deferral
Plan (incorporated by reference from the Exhibits to the Company's Form
10-Q for the quarter ended August 29, 1999 filed October 12, 1999).
10.10Management Contract or Compensatory Plan or Arrangement: Board Retirement
Policy (incorporated by reference from the Exhibits to the Company's Form
10-K for the fiscal year ended May 30, 1999 filed July 29, 1999).
10.11Management Contract or Compensatory Plan or Arrangement: Preferred Life
Insurance Program (incorporated by reference from the Exhibits to the
Company's Form 10-K for the fiscal year ended May 30, 1999 filed July 29,
1999).
10.12Management Contract or Compensatory Plan or Arrangement: Retired Officers
and Directors Health Plan.
10.13Management Contract or Compensatory Plan or Arrangement: Terms of
Employment Offered Brian L. Halla (incorporated by reference from the
Exhibits to the Company's Form 10-K for the fiscal year ended May 26, 1996
filed August 5, 1996).
10.14Management Contract Compensatory Plan or Arrangement: Restricted Stock
Agreement with Brian L. Halla (incorporated by reference from the Exhibits
to the Company's Registration Statement No. 333-09957, which became
effective August 12, 1996).
10.15Management Contract or Compensatory Plan or Agreement: National
Semiconductor Corporation Long Term Disability Coverage Plan Summary,
National Semiconductor Corporate Executive Staff as amended January 1, 2000
(incorporated by reference from the Exhibits to the Company's Form 10-Q for
the quarter ended February 27, 2000 filed April 11, 2000).
10.16Management Contract or Compensatory Plan or Agreement: Long Term Disability
Plan Summary, National Semiconductor Executive Employees (incorporated by
reference from the Exhibits to the Company's Form 10-Q for the quarter
ended February 27, 2000 filed April 11, 2000).
10.17Management Contract or Compensatory Plan or Agreement: Form of Change of
Control Employment Agreement entered into with Executive Officers of the
Company (incorporated by reference from the Company's Form 10-K for fiscal
year ended May 31, 1998 filed August 3, 1998).
10.18Management Contract or Compensatory Plan or Agreement: Cyrix Corporation
1988 Incentive Stock Plan (incorporated by reference from the exhibits to
the Post Effective Amendment No. 1 on Form S-8 to Form S-4 Registration No.
333-38033-01, which became effective November 18, 1997).
10.19Management Contract on Compensatory Plan or Agreement: Settlement Agreement
and General Release with Michael Bereziuk, dated December 22, 1999 as
amended May 31, 2000.
21.0 List of Subsidiaries.
23.0 Consent of Independent Auditors (included in Part IV).
24.0 Power of Attorney.
27.0 Financial Data Schedule.
Exhibit 21.0
NATIONAL SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
SUBSIDIARIES OF THE REGISTRANT
The following table shows certain information with respect to the active
subsidiaries of the Company as of May 28, 2000, all of which are included in the
consolidated financial statements of the Company:
Percent of
Other Country Voting
State or Other In Which Securities
Jurisdiction of Subisidiary is Owned by
Name Incorporation Registered National
Algorex Inc. California 100%
ComCore Semiconductor, Inc. California 100%
National Semiconductor
(Texas), Inc. Delaware 100%
Mediamatics, Inc. California 100%
National Semiconductor Delaware 100%
International, Inc.
National Semiconductor
Netsales, Inc. Delaware 100%
National Semiconductor
(Maine), Inc. Delaware 100%
ASIC II Limited Hawaii 100%
National Semiconductor B.V.
Corporation Delaware 100%
National Semiconductor
France S.A.R.L. France 100%
National Semiconductor GmbH Germany Belgium 100%
National Semiconductor
(I.C.) Ltd. Israel 100%
National Semiconductor S.r.l. Italy 100%
National Semiconductor
Aktiebolog (A.B). Sweden 100%
National Semiconductor
(U.K.) Ltd. Great Britain Denmark/Ireland 100%
Finland/Norway/Spain
National Semiconductor (U.K.) Great Britain 100%
Pension Trust Company Ltd.
National Semiconductor
Benelux B.V. Netherlands 100%
National Semiconductor B.V. Netherlands 100%
National Semiconductor
International B.V. Netherlands 100%
National Semiconductor
International Finance S.A. Switzerland 100%
Natsem India Designs Pvt.Ltd. India 100%
National Semiconductor
(Australia)Pty. Ltd. Australia 100%
National Semiconductor
Hong Kong Limited Hong Kong 100%
National Semiconductor
Hong Kong Sales Limited Hong Kong 100%
National Semiconductor
(Far East)Limited Hong Kong Taiwan 100%
National Semiconductor Hong Kong 100%
Services Limited
National Semiconductor Japan 100%
Japan Ltd.
N.S. Microelectronics
Co., Ltd. Japan 49%
National Semiconductor
SDN. BHD. Malaysia 100%
National Semiconductor
Technology SDN. BHD. Malaysia 100%
National Semiconductor
Services Malaysia SDN.BHD. Malaysia 100%
National Semiconductor
Pte. Ltd. Singapore 100%
National Semiconductor
Asia Pacific Singapore 100%
Pte. Ltd.
National Semiconductor
Manufacturer Singapore
Pte. Ltd. Singapore 100%
Shanghai National
Semiconductor People's Republic
Technology Limited of China 95%
National Semiconductor
Korea Limited Korea 100%
National Semiconductor
Canada Inc. Canada 100%
National Semiconductores Brazil 100%
do Brazil Ltda.
Electronica NSC de
Mexico, S.A. Mexico 100%
ASIC Limited Bermuda 100%
National Semiconductor
(Barbados) Barbados 100%
Limited
Exhibit 24.0
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
persons hereby constitutes and appoints Brian L. Halla, Donald Macleod, and John
M. Clark III, and each of them singly, his true and lawful attorney-in-fact and
in his name, place, and stead, and in any and all of his offices and capacities
with National Semiconductor Corporation (the "Company"), to sign the Annual
Report on Form 10-K for the Company's 2000 fiscal year, and any and all
amendments to said Annual Report on Form 10-K, and generally to do and perform
all things and acts necessary or advisable in connection therewith, and each of
the undersigned hereby ratifies and confirms all that each of said
attorneys-in-fact may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto
executed this Power of Attorney as of the date set forth opposite his signature.
SIGNATURE DATE
//S// BRIAN L. HALLA June 21, 2000
- ----------------------------------
Brian L. Halla
//S// GARY P. ARNOLD June 21, 2000
- ----------------------------------
Gary P. Arnold
//S// ROBERT J. FRANKENBERG June 21, 2000
- ----------------------------------
Robert J. Frankenberg
//S// E. FLOYD KVAMME June 21, 2000
- ----------------------------------
E. Floyd Kvamme
//S// MODESTO A. MAIDIQUE June 20, 2000
- ----------------------------------
Modesto A. Maidique
//S// EDWARD R. McCRACKEN June 21, 2000
- ----------------------------------
Edward R. McCracken
//S// DONALD E. WEEDEN June 20, 2000
- ----------------------------------
Donald E. Weeden
//S// DONALD MACLEOD June 22, 2000
- ----------------------------------
Donald Macleod
//S// LEWIS CHEW June 22, 2000
- ----------------------------------
Lewis Chew
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