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National Semiconductor Announces Public Offering of Senior Unsecured Notes

Jun 7, 2007

June 7, 2007 - National Semiconductor Corporation (NYSE:NSM) announced today that it plans to sell $1.0 billion in aggregate principal amount of senior floating rate notes due 2010, fixed rate senior notes due 2012 and fixed rate senior notes due 2017. 

The notes offering will be made under National’s shelf registration statement filed with the Securities and Exchange Commission on June 7, 2007. 

The proceeds from the notes offering will be used to partially repay indebtedness under a bridge facility, the proceeds of which will be used to repurchase outstanding shares of National’s common stock pursuant to an accelerated share repurchase program announced on June 7, 2007.

Goldman, Sachs & Co. is the sole book-running manager for the offering.  The offering of these securities will be made only by means of a prospectus and related prospectus supplement. When available, 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.