8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 2, 2004

FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-15181	04-3363001
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

82 Running Hill Road
South Portland, Maine 04106
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (207) 775-8100

TABLE OF CONTENTS

EX-99.1 PRESS RELEASE DATED 3-2-2004

Item 9. Regulation FD Disclosure

     On March 2, 2004 we updated our first quarter 2004 outlook. Further information is included in our press release included as Exhibit 99.1 to this report and incorporated herein by reference.

Signature

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Fairchild Semiconductor International, Inc.
Date: March 2, 2004	/s/	Robin A. Sawyer Robin A. Sawyer Vice President, Corporate Controller (Principal Accounting Officer and Duly Authorized Officer)

EX-99.1

Exhibit 99.1

For Immediate Release March 2, 2004	www.fairchildsemi.com
	Corporate Communications:
	Fran Harrison
	207-775-8576
	fran.harrison@fairchildsemi.com
	Investor Relations:
	Dan Janson
	207-775-8660
	investor@fairchildsemi.com
	Public Relations Firm:
	Barbara Ewen m
	CHEN PR
	781-466-8282
	bewen@chenpr.com

NEWS RELEASE

Fairchild Semiconductor Raises First Quarter 2004
Revenue Guidance

• Revenues Expected to be 3 to 5% higher than
Fourth Quarter 2003

• Strong, Broad-Based Demand Continues for Power Products

South Portland, Maine — Fairchild Semiconductor (NYSE: FCS), the leading supplier of high performance products that optimize power, today announced the company now expects its first quarter revenues to be 3 to 5% higher than the fourth quarter 2003 due to continued robust, broad-based demand. Fairchild previously guided 1 to 4% sequential revenue growth.

Fairchild’s President, CEO and Chairman of the Board, Kirk Pond, speaking at the Raymond James Institutional Investors Conference, commented, “We continue to book orders at a very strong pace, driving our 13 week backlog up 8% from the start of the quarter. With the exception of the week of Chinese New Year, we have booked at roughly the same, very robust rate as the prior quarter. Demand remains broad-based with particular strength in the consumer end market, where bookings are tracking well above the prior quarter, driving our backlog for this end market 24% higher since the start of the quarter. Bookings into the display end market are also running ahead of last quarter’s order rate, increasing backlog more than 6%. The computing, industrial, communications, and automotive end markets began picking up, as expected, after Chinese New Year. Through the first two months of this quarter, distribution re-sales continue to be robust, and distribution inventories remain lean at just under 12 weeks supply on hand.

“Average lead times have increased to over 11 weeks while our overall factory utilization rate continues to exceed 90%,” stated Pond. “Fairchild is in good shape to support this increased

demand through the current expansion at our 8 inch wafer fab in Mountaintop, Pennsylvania, as well as our on-going production ramp at our new, state-of-the-art assembly and test facility in Suzhou, China. We’re continuing to execute our plans to accelerate capital expenditures into the first half of 2004 to prudently increase capacity to support our customers and grow our business. Fairchild is well positioned to grow at or above the growth rate for our target markets.

“Our demand visibility continues to increase with much of this quarter’s bookings scheduled for delivery in the second quarter of 2004,” said Pond. “The longer lead times are generating a more favorable pricing environment reflected in our backlog for second quarter, especially for low voltage products and standard analog. Our new power products continue to gain market share and drive higher revenue as well. Driving the demand for these new power products are factors including the need for longer battery life, requirements for smaller and lighter power supplies, the need to extend service life of consumer electronics and appliances, as well as the latest energy efficiency guidelines such as Energy Star and Blue Angel. Fairchild has a lot of momentum going forward, and I’m very optimistic about our future performance.”

Fairchild expects to report its first quarter financial results before the market opens on April 15, 2004.

About Fairchild Semiconductor:
Fairchild Semiconductor (NYSE: FCS) is a leading global supplier of high performance products for multiple end markets. With a focus on developing leading edge power and interface solutions to enable the electronics of today and tomorrow, Fairchild’s components are used in computing, communications, consumer, industrial and automotive applications. Fairchild’s 10,000 employees design, manufacture and market power, analog & mixed signal, interface, logic, and optoelectronics products from its headquarters in South Portland, Maine, USA and numerous locations around the world. Please contact us on the web at www.fairchildsemi.com.

Special Note on Forward-Looking Statements:
The paragraphs above contain forward-looking statements that are based on management’s assumptions and expectations and that involve risk and uncertainty. Forward-looking statements usually, but do not always, contain forward-looking terminology such as “we believe,” “we expect,” or “we anticipate,” or refer to management’s expectations about Fairchild’s future performance. Many factors could cause actual results to differ materially from those expressed in forward-looking statements. Among these factors are the following: changes in overall global or regional economic conditions; changes in demand for our products; changes in inventories at our customers and distributors; technological and product development risks; availability of manufacturing capacity; availability of raw materials; competitors’ actions; loss of key customers; order cancellations or reduced bookings; changes in manufacturing yields or output; and significant litigation. These and other risk factors are discussed in the company’s quarterly and annual reports filed with the Securities and Exchange Commission (SEC) and available at the Investor Relations section of Fairchild Semiconductor’s web site at investor.fairchildsemi.com or the SEC’s web site at www.sec.gov.