8-K

UNITED STATES

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): December 25, 2011

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.)

3030 Orchard Parkway

San Jose, CA 95134

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (408) 822-2000

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On January 19, 2012, we announced consolidated financial results for the quarter and full year ended December 25, 2011. The press release announcing the results is included as Exhibit 99.1 to this report. Additional information about non-GAAP financial measures included in the press release is included in Exhibit 99.2. Each exhibit is 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: January 19, 2012	/s/ Robin A. Sawyer
	Robin A. Sawyer
	Vice President, Corporate Controller
	(Principal Accounting Officer and Duly Authorized Officer)

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated January 19, 2012 announcing financial results for the quarter and full year ended December 25, 2011.
99.2	Additional information about non-GAAP financial measures included in the press release.

EX-99.1

Exhibit 99.1

Fairchild Semiconductor Reports Results for the Fourth Quarter and Full Year 2011

Fairchild Semiconductor (NYSE: FCS), the leading global supplier of power semiconductors, today announced results for the fourth quarter ended December 25, 2011. Fairchild reported fourth quarter sales of $339.4 million, down 16 percent from the prior quarter and 15 percent lower than the fourth quarter of 2010.

Fairchild reported fourth quarter net income of $21.3 million or $0.17 per diluted share compared to $35.8 million or $0.28 per diluted share in the prior quarter and $51.0 million or $0.40 per diluted share in the fourth quarter of 2010. Gross margin was 30.0 percent compared to 35.9 percent in the prior quarter and 37 percent in the year ago quarter.

Fairchild reported fourth quarter adjusted gross margin of 30.4 percent, down 560 basis points sequentially and 670 basis points from the fourth quarter of 2010. Adjusted gross margin excludes the change in retirement plans, accelerated depreciation and inventory reserve releases/write offs related to fab closures. Adjusted net income was $19.3 million or $0.15 per diluted share, compared to $44.5 million or $0.34 per diluted share in the prior quarter and $57.3 million or $0.45 per diluted share in the fourth quarter of 2010. Adjusted net income excludes amortization of acquisition-related intangibles, restructuring and impairments, accelerated depreciation and inventory reserve releases/write offs related to fab closures, write off of deferred financing fees, charge for litigation, change in retirement plans, and associated net tax effects of these items and other acquisition-related intangibles.

Full year revenues for 2011 were $1.6 billion, roughly flat to 2010. Fairchild reported net income of $146 million or $1.12 per diluted share in 2011, compared to net income of $153 million or $1.20 per diluted share in 2010. On an adjusted basis, the company reported 2011 net income of $170 million or $1.30 per diluted share, compared to $193 million or $1.51 per diluted share in 2010.

“We reduced our overall inventory dollars in the fourth quarter despite significantly lower demand,” said Mark Thompson, Fairchild’s president and CEO. “Distribution sell-through decreased 20 percent sequentially due to lower end market demand and further downstream inventory reductions in the appliance, consumer, industrial, solar and computing supply chains. We also experienced about a 2 to 3 percentage point negative impact to sales due to supply disruptions related to the flooding in Thailand. Despite the weak sell-through and supply disruptions, we reduced channel inventory by 3 percent and internal inventory by 10 percent sequentially. There were some bright spots in demand as our mobile analog business posted solid sequential sales growth in the fourth quarter and our auto sales also held up well. In these times of uncertain demand, we focus on tightly managing the variables under our control such as inventories and expenses. We made good progress reducing inventories and operating expenses in the fourth quarter and we plan to continue these efforts as we enter 2012.

Fourth Quarter Financials

“Gross margin decreased primarily due to lower factory loadings as we tightly controlled our inventory,” said Mark Frey, Fairchild’s executive vice president and CFO. “Margins were also reduced due to 8 inch fab start-up costs and normal price reductions. Adjusted R&D and SG&A expenses were down 4 percent sequentially to $88.4 million due to spending reductions and lower variable compensation. Free cash flow was $1 million during the quarter. We decreased internal inventory dollars by 10 percent as we further reduced factory loadings in the fourth quarter.

Forward Guidance

“We expect sales to be in the range of $340 to 370 million for the first quarter as we continue to focus on reducing channel inventory,” said Frey. “Our current scheduled backlog is sufficient to achieve the low end of this range. This guidance includes about a 1 percent impact to sales from the flooding in Thailand. We expect adjusted gross margin to be 29 to 30 percent due to low factory utilization, especially in January. We anticipate R&D and SG&A spending to be approximately $96 to 98 million in the first quarter. The adjusted tax rate is forecast at 15 percent plus or minus 3 percent for the quarter. Recall that our first quarter has 14 weeks to again synchronize our fiscal year with the actual calendar. As with last quarter, we are not assuming any obligation to update this information, although we may choose to do so before we announce first quarter results.”

Adjusted gross margin, adjusted R&D and SG&A, adjusted net income and free cash flow are non-GAAP financial measures and should not be considered replacements for GAAP results. We exclude the change in retirement plans, accelerated depreciation and inventory reserve releases/write offs related to fab closures from GAAP gross margins to determine adjusted gross margins. To determine adjusted R&D and SG&A we exclude change in retirement plans. To determine adjusted net income/loss, we exclude amortization of acquisition-related intangibles, restructuring and impairments, accelerated depreciation and inventory reserve releases/write offs related to fab closures, write off of deferred financing fees, charge for litigation, change in retirement plans, and associated net tax effects of these items and other acquisition-related intangibles. To determine free cash flow, we subtract capital expenditures from GAAP cash provided by operating activities. Fairchild presents adjusted results because its management uses them as additional measures of the company’s operating performance, and management believes adjusted financial information is useful to investors because it illuminates underlying operational trends by excluding significant non-recurring, non-cash or otherwise unusual transactions. Fairchild’s criteria for determining adjusted results may differ from methods used by other companies, and should not be regarded as a replacement for corresponding GAAP measures.

Special Note on Forward Looking Statements:

Some of the paragraphs above, including the one headed “Forward Guidance,” contain forward-looking statements that are based on management’s assumptions and expectations and involve risk and uncertainty. Other forward-looking statements may also be found in this news release. 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: failure to maintain order rates at expected levels; failure to achieve expected savings from cost reduction actions or other adverse results from those actions; changes in demand for our products; changes in inventories at our customers and distributors; technological and product development risks, including the risks of failing to maintain the right to use some technologies or failing to adequately protect our own intellectual property against misappropriation or infringement; availability of manufacturing capacity; the risk of production delays; availability of raw materials at competitive prices; competitors’ actions; loss of key customers, including but not limited to distributors; the inability to attract and retain key management and other employees; order cancellations or reduced bookings; changes in manufacturing yields or output; risks related to warranty and product liability claims; risks inherent in doing business internationally; changes in tax regulations or the migration of profits from low tax jurisdictions to higher tax jurisdictions; regulatory risks 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.

About Fairchild Semiconductor:

Fairchild Semiconductor (NYSE: FCS) – global presence, local support, smart ideas. Fairchild delivers energy-efficient, easy-to-use and value-added semiconductor solutions for power and mobile designs. We help our customers differentiate their products and solve difficult technical challenges with our expertise in power and signal path products. Please contact us on the web at www.fairchildsemi.com.

Fairchild Semiconductor International, Inc.

Consolidated Statements of Operations

(In millions, except per share amounts)

(Unaudited)

	Three Months Ended									Twelve Months Ended
	December 25, 2011			September 25, 2011			December 26, 2010			December 25, 2011			December 26, 2010
Total revenue	$	339.4		$	403.2		$	397.7		$	1,588.8		$	1,599.7
Cost of sales (1)		237.7			258.4			250.5			1,029.6			1,036.7
Gross margin		101.7			144.8			147.2			559.2			563.0
Gross margin %		30.0	%		35.9	%		37.0	%		35.2	%		35.2	%
Operating expenses:
Research and development (2)		38.8			37.8			32.2			153.4			120.2
Selling, general and administrative (3)		50.6			54.4			55.2			218.4			220.8
Amortization of acquisition-related intangibles		4.7			4.7			5.7			19.7			22.4
Restructuring and impairments		(6.7	)		4.1			3.3			2.8			7.0
Charge for litigation		—			—			—			—			8.0
Total operating expenses		87.4			101.0			96.4			394.3			378.4
Operating income		14.3			43.8			50.8			164.9			184.6
Other expense, net		1.4			1.4		$	1.1			7.2			9.9
Income before income taxes		12.9			42.4			49.7			157.7			174.7
Provision (benefit) for income taxes		(8.4	)		6.6			(1.3	)		12.2			21.5
Net income	$	21.3		$	35.8		$	51.0		$	145.5		$	153.2
Net income per common share:
Basic	$	0.17		$	0.28		$	0.41		$	1.15		$	1.23
Diluted	$	0.17		$	0.28		$	0.40		$	1.12		$	1.20
Weighted average common shares:
Basic		126.0			126.9			124.0			126.7			124.6
Diluted		128.8			129.9		$	128.0			130.3			128.0
(1) Equity compensation expense included in cost of sales	$	1.1		$	1.2		$	0.9		$	4.3		$	5.7
(2) Equity compensation expense included in research and development	$	1.3		$	1.3		$	0.9		$	4.8		$	4.1
(3) Equity compensation expense included in selling, general and administrative	$	3.4		$	3.5		$	2.7		$	15.7		$	11.1

Fairchild Semiconductor International, Inc.

Reconciliation of Net Income To Adjusted Net Income

(In millions)

(Unaudited)

	Three Months Ended									Twelve Months Ended
	December 25, 2011			September 25, 2011			December 26, 2010			December 25, 2011			December 26, 2010
Net income	$	21.3		$	35.8		$	51.0		$	145.5		$	153.2
Adjustments to reconcile net income to adjusted net income:
Restructuring and impairments		(6.7	)		4.1			3.3			2.8			7.0
Accelerated depreciation on assets related to fab closure (1)		—			0.2			0.2			0.7			2.9
Write-off of deferred financing fees		—			—			—			2.1			2.1
Charge for litigation		—			—			—			—			8.0
Inventory write off/release associated with fab closure (1)		(0.2	)		—			—			(0.2	)		(0.2	)
Change in retirement plans		2.7			—			—			2.7			—
Amortization of acquisition-related intangibles		4.7			4.7			5.7			19.7			22.4
Associated net tax effects of the above and other acquisition-related intangibles		(2.5	)		(0.3	)		(2.9	)		(3.6	)		(2.2	)
Adjusted net income	$	19.3		$	44.5		$	57.3		$	169.7		$	193.2
Adjusted net income per common share:
Basic	$	0.15		$	0.35		$	0.46		$	1.34		$	1.55
Diluted	$	0.15		$	0.34		$	0.45		$	1.30		$	1.51

(1) Recorded in cost of sales

Fairchild Semiconductor International, Inc.

Reconciliation of Gross Margin To Adjusted Gross Margin

(In millions)

(Unaudited)

	Three Months Ended									Twelve Months Ended
	December 25, 2011			September 25, 2011			December 26, 2010			December 25, 2011			December 26, 2010
Gross margin	$	101.7		$	144.8		$	147.2		$	559.2		$	563.0
Adjustments to reconcile gross margin to adjusted gross margin:
Change in retirement plans		1.7			—			—			1.7			—
Accelerated depreciation on assets related to fab closure		—			0.2			0.2			0.7			2.9
Inventory write off/release associated with fab closure		(0.2	)		—			—			(0.2	)		(0.2	)
Adjusted gross margin	$	103.2		$	145.0		$	147.4		$	561.4		$	565.7
Adjusted gross margin %		30.4	%		36.0	%		37.1	%		35.3	%		35.4	%

Fairchild Semiconductor International, Inc.

Reconciliation of R&D and SG&A to Adjusted R&D and SG&A

(In millions)

(Unaudited)

	Three Months Ended							Twelve Months Ended
	December 25, 2011			September 25, 2011		December 26, 2010		December 25, 2011			December 26, 2010
R&D and SG&A	$	89.4		$	92.2	$	87.4	$	371.8		$	341.0
Adjustments to reconcile R&D and SG&A to adjusted R&D and SG&A:
Change in retirement plans		(1.0	)		—		—		(1.0	)		—
Adjusted R&D and SG&A	$	88.4		$	92.2	$	87.4	$	370.8		$	565.7

Fairchild Semiconductor International, Inc.

Consolidated Balance Sheets

(In millions)

(Unaudited)

	December 25, 2011		September 25, 2011		December 26, 2010
ASSETS
Current assets:
Cash and cash equivalents	$	423.3	$	433.4	$	404.6
Short-term marketable securities		0.2		0.2		0.1
Receivables, net		142.9		148.7		156.4
Inventories		234.2		259.6		232.7
Other current assets		52.4		57.7		49.3
Total current assets		853.0		899.6		843.1
Property, plant and equipment, net		765.4		746.7		689.3
Intangible assets, net		65.4		70.1		69.7
Goodwill		169.3		169.3		164.8
Long-term securities		32.3		31.5		30.3
Other assets		51.5		52.8		51.9
Total assets	$	1,936.9	$	1,970.0	$	1,849.1
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	—	$	—	$	3.8
Accounts payable		132.5		140.3		139.0
Accrued expenses and other current liabilities		125.7		149.3		139.2
Total current liabilities		258.2		289.6		282.0
Long-term debt, less current portion		300.1		300.1		316.9
Other liabilities		54.1		75.5		71.5
Total liabilities		612.4		665.2		670.4
Temporary equity - deferred stock units		2.3		2.1		2.4
Total stockholders’ equity		1,322.2		1,302.7		1,176.3
Total liabilities, temporary equity and stockholders’ equity	$	1,936.9	$	1,970.0	$	1,849.1

Fairchild Semiconductor International, Inc.

Condensed Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

	Three Months Ended			Twelve Months Ended
	December 25, 2011			December 25, 2011			December 26, 2010
Cash flows from operating activities:
Net income	$	21.3			145.5		$	153.2
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		37.0			150.5			156.3
Non-cash stock-based compensation expense		5.8			24.8			20.4
Deferred income taxes, net		(4.9	)		(12.5	)		(1.2	)
Other		0.8			4.4			0.5
Changes in operating assets and liabilities, net of acquisitions		(14.2	)		(44.2	)		3.3
Cash provided by operating activities		45.8			268.5			332.5
Cash flows from investing activities:
Capital expenditures		(44.8	)		(186.4	)		(158.0	)
Purchase of marketable securities		—			(0.1	)		1.6
Purchase of equity investment		—			—			(3.0	)
Maturity of marketable securities		—			0.1			—
Other		(1.5	)		(3.5	)		(1.8	)
Acquisitions, net of cash acquired		—			(16.5	)		(11.0	)
Cash used in investing activities		(46.3	)		(206.4	)		(172.2	)
Cash flows from financing activities:
Repayment of long-term debt		—			(320.6	)		(151.5	)
Issuance of long-term debt		—			300.0			—
Proceeds from issuance of common stock and from exercise of stock options, net		0.1			35.5			6.4
Purchase of treasury stock		(9.2	)		(42.3	)		(25.6	)
Shares withheld for employees taxes		(0.5	)		(10.8	)		(0.8	)
Other		—			(5.2	)		—
Cash provided by (used in) financing activities		(9.6	)		(43.4	)		(171.5	)
Net change in cash and cash equivalents		(10.1	)		18.7			(11.2	)
Cash and cash equivalents at beginning of period		433.4			404.6			415.8
Cash and cash equivalents at end of period	$	423.3		$	423.3		$	404.6

Fairchild Semiconductor International, Inc.

Reconciliation of Cash Provided by Operating Activities to Free Cash Flow

(In millions)

(Unaudited)

	Three Months Ended			Twelve Months Ended
	December 25, 2011			December 25, 2011			December 26, 2010
Cash provided by operating activities	$	45.8		$	268.5		$	332.5
Capital expenditures		(44.8	)		(186.4	)		(158.0	)
Free cash flow	$	1.0		$	82.1		$	174.5

Editorial Contacts:

Fairchild Semiconductor:	Agency Contact:
Dan Janson	Topaz Partners
Investor Relations	Sarah Thomas
(207) 775-8660	(781) 404-2427
Email: investor@fairchildsemi.com	fairchild@topazpartners.com

EX-99.2

Exhibit 99.2

Information About Our Non-GAAP Financial Measures

Regulation G and other provisions of the securities laws regulate the use of financial measures that are not prepared in accordance with generally accepted accounting principles (we refer to such measures as “non-GAAP financial measures”). In the press release included in this current report on Form 8-K, we provide information on “free cash flow”, “adjusted net income”, the related “adjusted earnings per share” (or “adjusted EPS”), “adjusted gross margin” and the related “adjusted gross margin percent,” each of which is a non-GAAP financial measure.

We believe these measures provide important supplemental information to investors. We use these measures, together with GAAP measures, for internal managerial purposes and as a means to evaluate period-to-period comparisons. However, we do not, and you should not, rely on non-GAAP financial measures alone as measures of our performance. We believe that non-GAAP financial measures reflect an additional way of viewing aspects of our operations that – when taken together with GAAP results and the reconciliations to corresponding GAAP financial measures that we also provide in our press releases – provide a more complete understanding of factors and trends affecting our business. We strongly encourage you to review all of our financial statements and publicly-filed reports in their entirety and to not rely on any single financial measure.

For information about our financial results as reported in accordance with GAAP, see Item 8 of Part II, “Consolidated Financial Statements and Supplementary Data” in our annual report on Form 10-K for the year ended December 26, 2010. For a quantitative reconciliation of our non-GAAP financial measures to the most comparable GAAP measures, see “Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss)”, “Reconciliation of Gross Margin to Adjusted Gross Margin” and “Reconciliation of Cash Provided by Operating Activities to Free Cash Flow” in Exhibit 99.1 included in this current report on Form 8-K.

Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures, even if they have similar names.

Items That We Exclude In the Calculation of Adjusted Net Income (Loss)

Adjusted net income (loss), which we reconcile to net income (loss), excludes the following items:

• restructuring and impairments,

• costs associated with redemption of convertible debt,

• amortization of acquisition-related intangibles,

• gain on sale of equity investment,

• impairment of equity investment,

• gain associated with debt buyback,

• goodwill impairment loss,

• change in retirement plans,

• impairment of investments,

• charge (release) for litigation,

• write-off of deferred financing fees

• accelerated depreciation and inventory write-off (release) associated with fab closure,

• the tax effects associated with the above and other acquisition-related intangibles, and

• tax effects from finalized tax filings and positions.

Not all of these items are necessarily included in the calculation of net income (loss) each quarter. To understand which of the above items are included in the calculation of net income (loss), and excluded from the calculation of adjusted net income (loss), see the reconciliation data in Exhibit 99.1 included in this current report on Form 8-K.

Adjusted EPS is derived from adjusted net income (loss), using the same measures of outstanding shares as are used to calculate net income (loss) per share in accordance with GAAP.

Items That We Exclude In the Calculation of Adjusted Gross Margin

Adjusted gross margin, which we reconcile to gross margin, excludes accelerated depreciation, change in retirement plans, and inventory write-off (release) associated with fab closure.

Adjusted gross margin percent is derived from adjusted gross margin using the same measures of revenue as are used to calculate gross margin percent in accordance with GAAP.

Items That We Exclude In the Calculation of Adjusted R&D and SG&A

Adjusted R&D and SG&A, which we reconcile to R&D and SG&A, excludes change in retirement plans.

We use adjusted net income and adjusted gross margin to manage and evaluate our business operations and overall financial performance because they exclude some cash and non-cash items that are either beyond our immediate control or are not characteristic of our underlying business operations for the periods in which they are recorded, or both.

Items That We Exclude In the Calculation of Free Cash Flow

Free cash flow, which we reconcile to cash provided by operating activities, excludes capital expenditures. Free cash flow is not intended as an alternative measure of cash flows provided by operating activities, as determined in accordance with GAAP.

We exclude these items for the following reasons:

• We believe such charges do not reflect results of our ongoing operations.

• We believe that, since such charges are not recorded in all periods, excluding them provides better comparability of our results of operations from period-to-period.

• Adjusted results provide an additional measure that our stockholders and debtholders have requested and expect as a means to project future results of operations.

• Although, for the reasons given above, our adjusted results may not be directly comparable with those of other companies, we believe they provide an additional point of comparison (particularly when viewed in the context of the reconciling data that we also provide) that investors may use to compare us with other companies in our industry, many of which also provide non-GAAP financial measures or highlight certain charges in their GAAP presentations.

• For comparison and projection purposes, GAAP measures alone may not provide all information that an investor may wish to consider. For example, amortization of acquisition-related intangibles, included in the GAAP measure, would be higher for a company that has grown through acquisitions than for a company that has grown internally. Excluding and explaining such charges as part of the presentation of the non-GAAP financial measure provides additional information for an investor to use, together with the GAAP measure, in comparing the performance of the two companies.