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National Semiconductor Prices $1.0 Billion Senior Unsecured Notes Offering

Jun 13, 2007

June 13, 2007 -- National Semiconductor Corporation (NYSE:NSM) announced today that it has priced a public offering of $1.0 billion principal amount of senior unsecured notes. The offering of senior unsecured notes includes $250 million in aggregate principal amount of senior floating rate notes, $375 million in aggregate principal amount of 6.15 percent senior notes due 2012 and $375 million in aggregate principal amount of 6.60 percent senior notes due 2017.  The senior floating rate notes will bear interest at a rate per year equal to the three-month LIBOR plus 0.25 percent, reset and payable quarterly, and will be callable by National beginning 18 months after issuance.  The senior fixed rate notes will be callable by National at any time. The sale of the notes is expected to close on June 18, 2007, subject to customary closing conditions.

National plans to use the net proceeds from this offering to partially repay indebtedness under its recent $1.5 billion bridge facility, the proceeds of which are being used to repurchase outstanding shares of National’s common stock pursuant to a $1.5 billion accelerated share repurchase program announced on June 7, 2007.

Goldman, Sachs & Co. is the sole book-running manager, and Banc of America Securities LLC is the co-manager for the offering.  The offering of these securities will be made only by means of a prospectus and related prospectus supplement.  Copies of the prospectus and related prospectus supplement may be obtained from Goldman, Sachs & Co. by mail at Goldman, Sachs & Co., Attention: Prospectus Department, 85 Broad Street, New York, NY 10004, by fax at (212) 902- 9316 or by email at prospectus-ny@ny.email.gs.com

This press release is neither an offer to sell nor a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Special Note Regarding Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to financial condition, results of operations, and other matters.  Statements that are not historical facts, including statements about National’s beliefs or expectations, are forward-looking statements and often include words, such as "expects, "anticipates," "intends," "plans," "believes, "seeks," "estimates," or words of similar meaning, or future or conditional verbs, such as "will," "should," "could," or "may."  Forward-looking statements provide our expectations or predictions of future conditions, events or results. They are not guarantees of future performance. By their nature forward-looking statements are subject to risks and uncertainties. These statements speak only as of the date they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made. There are a number of factors, many of which are beyond our control, that could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. The factors are generally described in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q under the captions "Outlook", "Risk Factors" and "Management's Discussion and Analysis of Financial Conditions and Results of Operations" contained therein.

About National Semiconductor
National Semiconductor creates high-value analog devices and subsystems.  National's products include power management circuits, display drivers, audio and operational amplifiers, interface products and data conversion solutions. National's key analog markets include wireless handsets, displays and a variety of broad electronics markets, including medical, automotive, industrial, and test and measurement applications. National is headquartered in Santa Clara, California.