10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the fiscal year ended March 29, 2015

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 001-15181

Fairchild Semiconductor International, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	04-3363001
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3030 Orchard Parkway, San Jose, CA	95134
(Address of principal executive offices)	(Zip Code)

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

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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The number of shares outstanding of the Registrant’s Common Stock as of April 26, 2015 was 116,432,999.

TABLE OF CONTENTS

		Page
Part I. Financial Information			3
Item 1.	Financial Statements (Unaudited)		3
	Consolidated Balance Sheets as of March 29, 2015 and December 28, 2014		3
	Consolidated Statements of Operations for the Three Months Ended March 29, 2015 and March 30, 2014		4
	Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 29, 2015 and March 30, 2014		5
	Consolidated Statements of Cash Flows for the Three Months Ended March 29, 2015 and March 30, 2014		6
	Notes to Consolidated Financial Statements (Unaudited)		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		28
Item 4.	Controls and Procedures		28
Part II. Other Information			29
Item 1.	Legal Proceedings		29
Item 1A.	Risk Factors		29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		29
Item 6.	Exhibits		30
Signature			31

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited, in millions)

	As of
	March 29, 2015			December 28, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	277.7		$	352.9
Short-term marketable securities		0.2			0.1
Accounts receivable, net of allowances of $30.1 and $32.0 at March 29, 2015 and December 28, 2014, respectively		161.9			124.0
Inventories, net		266.0			264.9
Deferred income taxes, net of allowances		13.4			13.2
Other current assets		35.9			30.2
Total current assets		755.1			785.3
Property, plant and equipment, net		605.9			627.7
Deferred income taxes, net of allowances		5.3			5.3
Intangible assets, net		33.8			37.2
Goodwill		204.6			209.2
Long-term marketable securities		2.0			2.2
Other assets		23.2			25.2
Total assets	$	1,629.9		$	1,692.1
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	107.8		$	106.2
Accrued expenses and other current liabilities		107.4			129.6
Total current liabilities		215.2			235.8
Long-term debt		200.1			200.1
Deferred income taxes		34.2			34.2
Other liabilities		24.7			23.9
Total liabilities		474.2			494.0
Commitments and contingencies
Temporary equity – deferred stock units		4.3			4.0
Stockholders’ equity:
Common stock		1.4			1.4
Additional paid-in capital		1,540.7			1,542.5
Accumulated deficit		(46.5	)		(47.6	)
Accumulated other comprehensive income (loss)		(13.1	)		(10.3	)
Treasury stock, at cost		(331.1	)		(291.9	)
Total stockholders’ equity		1,151.4			1,194.1
Total liabilities, temporary equity and stockholders’ equity	$	1,629.9		$	1,692.1

See accompanying notes to unaudited consolidated financial statements.

3

FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in millions, except per share data)

	Three Months Ended
	March 29, 2015			March 30, 2014
Total revenue	$	355.7		$	344.1
Cost of sales		247.7			239.9
Gross margin		108.0			104.2
Gross margin %		30.4	%		30.3	%
Operating expenses:
Research and development		41.7			41.1
Selling, general and administrative		52.7			55.5
Amortization of acquisition-related intangibles		2.1			4.2
Restructuring, impairments, and other costs		4.7			6.1
Charge for litigation		—			4.4
Goodwill impairment charge		0.6			—
Total operating expenses		101.8			111.3
Operating income (loss)		6.2			(7.1	)
Other expense, net		1.2			1.1
Income (loss) before income taxes		5.0			(8.2	)
Provision for income taxes		3.9			1.1
Net income (loss)	$	1.1		$	(9.3	)
Net income (loss) per common share:
Basic	$	0.01		$	(0.07	)
Diluted	$	0.01		$	(0.07	)
Weighted average common shares:
Basic		117.3			125.4
Diluted		120.0			125.4

See accompanying notes to unaudited consolidated financial statements.

4

FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited, in millions)

	Three Months Ended
	March 29, 2015			March 30, 2014
Net income (loss)	$	1.1		$	(9.3	)
Other comprehensive income (loss), net of tax:
Net change associated with hedging transactions		2.3			(0.5	)
Net amount reclassified to earnings for hedging (1)		0.1			(1.7	)
Net change associated with fair value of securities		—			0.1
Net change associated with pension transactions		0.1			—
Foreign currency translation adjustment		(5.3	)		—
Total other comprehensive income (loss), net of tax		(2.8	)		(2.1	)
Comprehensive income (loss)	$	(1.7	)	$	(11.4	)

		Three Months Ended
		March 29, 2015			March 30, 2014
(1)	Net amount reclassified for cash flow hedges included in total revenue	$	2.2		$	0.5
	Net amount reclassified for cash flow hedges included in cost of sales		(1.7	)		(1.6	)
	Net amount reclassified for cash flow hedges included in selling, general and administrative		—			(0.6	)
	Net amount reclassified for cash flow hedges included in research and development		(0.4	)		—
	Total net amount reclassified to earnings for hedging	$	0.1		$	(1.7	)

See accompanying notes to unaudited consolidated financial statements.

5

FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in millions)

	Three Months Ended
	March 29, 2015			March 30, 2014
Cash flows from operating activities:
Net income (loss)	$	1.1		$	(9.3	)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation and amortization		36.6			36.0
Non-cash stock-based compensation expense		6.8			7.8
Non-cash restructuring and impairments expense		—			0.6
Non-cash financing expense		0.4			0.3
Non-cash goodwill impairment charge		0.6			—
(Gain) loss on disposal of property, plant and equipment		(0.5	)		0.1
Deferred income taxes, net		(0.2	)		3.1
Charge for litigation		—			4.4
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable, net		(37.9	)		(30.1	)
Inventories		(1.0	)		7.3
Other current assets		(4.9	)		5.6
Accounts payable		3.7			7.6
Accrued expenses and other current liabilities		(20.9	)		(21.2	)
Other assets and liabilities, net		1.6			(3.6	)
Net cash provided by (used in) operating activities	$	(14.6	)	$	8.6
Cash flows from investing activities:
Capital expenditures	$	(14.4	)	$	(13.7	)
Proceeds from the sale of property, plant and equipment, net		1.3			—
Purchase of molds and tooling		(0.2	)		(0.5	)
Maturity of marketable securities		0.1			—
Acquisitions and divestitures, net of cash acquired		—			(59.8	)
Net cash used in investing activities	$	(13.2	)	$	(74.0	)
Cash flows from financing activities:
Proceeds from issuance of stock for share-based compensation arrangements	$	0.9		$	0.2
Purchase of treasury stock		(39.2	)		(30.6	)
Shares withheld for employee taxes		(9.1	)		(6.2	)
Net cash used in financing activities	$	(47.4	)	$	(36.6	)
Net change in cash and cash equivalents		(75.2	)		(102.0	)
Cash and cash equivalents at beginning of period		352.9			417.8
Cash and cash equivalents at end of period	$	277.7		$	315.8

See accompanying notes to unaudited consolidated financial statements.

6

FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – Basis of Presentation

The accompanying interim consolidated financial statements of Fairchild Semiconductor International, Inc. (“Fairchild International”, “we”, “our” or “ the company”) have been prepared in conformity with accounting principles generally accepted in the United States of America, consistent in all material respects with those applied in our Annual Report on Form 10-K for the year ended December 28, 2014. The interim financial information is unaudited, but reflects all normal adjustments, which are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. The financial statements should be read in conjunction with the financial statements in our Annual Report on Form 10-K for the year ended December 28, 2014. Our accounting policies are described in the “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K and updated, as necessary, in Form 10-Q. The results for the interim periods are not necessarily indicative of the results of operations that may be expected for the full year.

Our fiscal calendar, in which each quarter ends on a Sunday, contains 53 weeks every seven years compared to the usual 52 weeks. This additional week is included in the first quarter of the year. Our results for the three months ended March 29, 2015 and March 30, 2014 both consisted of 13 weeks.

We changed our reportable segments effective in the first quarter of fiscal year 2015 to better reflect the way we currently manage the business. All periods presented have been revised accordingly to reflect the new reportable segments. Please refer to Note 12 Segments and Geographic Information for further details.

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (U.S. GAAP) requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable, inventories, goodwill, investments, intangible assets and other long-lived assets, business combinations, loss contingencies, and assumptions used in the calculation of income taxes, valuation of deferred tax assets, and customer incentives, among others. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity, and foreign currency markets, and declines in consumer spending have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

Note 2 – Fair Value Measurements

The assets and liabilities measured at fair value on a recurring basis include securities and derivatives. Financial instruments classified as Level 1 are securities traded on an active exchange as well as U.S. Treasury, and other U.S. government and agency-backed securities that are traded by dealers or brokers in active over-the-counter markets. The fair value of securities is based on quoted market prices at the date of measurement.

All of our derivatives are traded in over-the-counter markets where quoted market prices are not readily available. For those derivatives, we measured fair value using prices obtained from the counter-parties with whom we have traded. The counter-parties price the derivatives based on models that use primarily market observable inputs, such as yield curves and option volatilities. Accordingly, the fair value of these assets are categorized as Level 2 within the fair value hierarchy.

We do not have any financial instruments categorized as Level 3.

7

The tables below present information about our assets and liabilities that are regularly measured and carried at fair value and indicate the level within the fair value hierarchy of the valuation techniques we utilized to determine such fair value:

	As of March 29, 2015
	Total			Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	(In millions)
Derivative contract assets	$	3.7		$	—	$	3.7		$	—
Derivative contract liabilities		(4.1	)		—		(4.1	)		—
Total derivative contracts	$	(0.4	)	$	—	$	(0.4	)	$	—
Marketable securities	$	2.2		$	2.2	$	—		$	—
	As of December 28, 2014
	Total			Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	(In millions)
Derivative contract assets	$	2.8		$	—	$	2.8		$	—
Derivative contract liabilities		(5.5	)		—		(5.5	)		—
Total derivative contracts	$	(2.7	)	$	—	$	(2.7	)	$	—
Marketable securities	$	2.3		$	2.3	$	—		$	—

The fair values of our debt instruments, which are Level 2 liabilities, are carried at amortized cost. The carrying amount of the revolving credit facility is considered to approximate fair value as the interest rate on the loan is in line with current market rates. Please refer to Note 7 Indebtedness for further information about the revolving credit facility.

	As of March 29, 2015				As of December 28, 2014
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(In millions)
Long-term debt:
Revolving credit facility	$	200.0	$	200.0	$	200.0	$	200.0

8

Note 3 – Marketable Securities

Our marketable securities are categorized as available-for-sale and are summarized as follows:

	As of March 29, 2015
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In millions)
U.S. Treasury securities and obligations of U.S. government agencies	$	0.2	$	—	$	—	$	0.2
Total short-term marketable securities	$	0.2	$	—	$	—	$	0.2
U.S. Treasury securities and obligations of U.S. government agencies	$	1.7	$	0.2	$	—	$	1.9
Corporate debt securities		0.1		—		—		0.1
Total long-term marketable securities	$	1.8	$	0.2	$	—	$	2.0
	As of December 28, 2014
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In millions)
U.S. Treasury securities and obligations of U.S. government agencies	$	0.1	$	—	$	—	$	0.1
Total short-term marketable securities	$	0.1	$	—	$	—	$	0.1
U.S. Treasury securities and obligations of U.S. government agencies	$	1.8	$	0.2	$	—	$	2.0
Corporate debt securities		0.2		—		—		0.2
Total long-term marketable securities	$	2.0	$	0.2	$	—	$	2.2

The amortized cost and estimated fair value of our marketable securities available-for-sale by contractual maturity are summarized as follows:

	As of March 29, 2015
	Amortized Cost		Fair Value
	(In millions)
Due in one year or less	$	0.2	$	0.2
Due after one year through five years		0.7		0.8
Due after five years		1.1		1.2
	$	2.0	$	2.2

Note 4 – Derivatives

We use derivative instruments to manage exposures to changes in foreign currency exchange rates. The fair value of these hedges is recorded on the balance sheet. Please refer to Note 2 Fair Value Measurements for further information about the fair value of derivatives.

Foreign Currency Derivatives. We use currency forwards to hedge a portion of our forecasted foreign exchange denominated revenues and expenses. We monitor our foreign currency exposures in an effort to maximize the overall effectiveness of our foreign currency hedge positions. Our objective for holding derivatives is to minimize the risks using the most effective methods to eliminate or reduce the impacts of these exposures. The maturities of the cash flow hedges are 12 months or less as of March 29, 2015.

Changes in the fair value of derivative instruments related to time value are included in the assessment of hedge effectiveness. Hedge ineffectiveness did not have a material impact on earnings for the three months ended March 29, 2015. No cash flow hedges were derecognized or discontinued in the three months ended March 29, 2015.

9

Derivative gains and losses included in accumulated other comprehensive income (AOCI) are reclassified into earnings at the time the forecasted transaction is recognized. We estimate that $0.3 million of net unrealized derivative losses included in AOCI will be reclassified into earnings within the next twelve months.

The following tables present derivatives designated as hedging instruments:

	As of March 29, 2015									As of December 28, 2014
	Balance Sheet Classification	Notional Amount		Fair Value			Amount of Gain (Loss) Recognized In AOCI			Balance Sheet Classification	Notional Amount		Fair Value			Amount of Gain (Loss) Recognized In AOCI
	(In millions)									(In millions)
Derivatives in Cash Flow Hedges
Derivatives for forecasted revenues	Current assets	$	54.4	$	3.6		$	3.6		Current assets	$	43.3	$	2.7		$	2.7
Derivatives for forecasted revenues	Current liabilities		—		—			—		Current liabilities		—		—			—
Derivatives for forecasted expenses	Current assets		50.5		0.1			0.1		Current assets		13.7		—			—
Derivatives for forecasted expenses	Current liabilities		131.9		(4.0	)		(4.0	)	Current liabilities		205.2		(5.5	)		(5.5	)
Total foreign exchange contract derivatives, net		$	236.8	$	(0.3	)	$	(0.3	)		$	262.2	$	(2.8	)	$	(2.8	)

	For the Three Months Ended March 29, 2015							For the Three Months Ended March 30, 2014
	Income Statement Classification of Gain (Loss)	Amount of Gain (Loss) Recognized In Income			Amount of Gain (Loss) Reclassified from AOCI			Income Statement Classification of Gain (Loss)	Amount of Gain (Loss) Recognized In Income		Amount of Gain (Loss) Reclassified from AOCI
	(In millions)							(In millions)
Derivatives in Cash Flow Hedges
Foreign exchange contract	Revenue	$	2.2		$	2.2		Revenue	$	0.1	$	0.1
Foreign exchange contract	Expenses		(2.1	)		(2.1	)	Expenses		2.0		2.0
Total foreign exchange contracts		$	0.1		$	0.1			$	2.1	$	2.1

	Gain (Loss) Recognized in OCI for Derivative Instruments (1)
	For the Three Months Ended March 29, 2015
	(In millions)
Foreign exchange contracts	$	(0.3	)

(1) This amount is inclusive of both realized and unrealized gains and losses recognized in OCI.

The following tables present derivatives not designated as hedging instruments.

	As of March 29, 2015						As of December 28, 2014
	Balance Sheet Classification	Notional Amount		Fair Value			Balance Sheet Classification	Notional Amount		Fair Value
	(In millions)						(In millions)
Derivatives Not Designated as Hedging Instruments
Foreign exchange contracts	Current assets	$	5.7	$	—		Current assets	$	8.5	$	0.1
Foreign exchange contracts	Current liabilities		23.0		(0.1	)	Current liabilities		20.1		—
Total foreign exchange contracts, net		$	28.7	$	(0.1	)		$	28.6	$	0.1

10

	For the Three Months Ended March 29, 2015				For the Three Months Ended March 30, 2014
	Income Statement Classification of Gain (Loss)	Amount of Gain (Loss) Recognized In Income			Income Statement Classification of Gain (Loss)	Amount of Gain (Loss) Recognized In Income
		(In millions)				(In millions)
Derivatives Not Designated as Hedging Instruments
Foreign exchange contracts	Revenue	$	0.1		Revenue	$	—
Foreign exchange contracts	Expenses		(0.4	)	Expenses		—
Net gain (loss) recognized in income		$	(0.3	)		$	—

We net the fair value of all derivative financial instruments with counter-parties for which a master netting arrangement is utilized.

The gross amounts of the derivative assets and liabilities are as follows:

	As of
	March 29, 2015			December 28, 2014
	(In millions)
Gross Assets	$	3.8		$	2.8
Gross Liabilities		(0.1	)		—
Current Assets	$	3.7		$	2.8
Gross Assets	$	—		$	0.1
Gross Liabilities		(4.1	)		(5.6	)
Current Liabilities	$	(4.1	)	$	(5.5	)

Note 5 – Financial Statement Details

	As of
	March 29, 2015		December 28, 2014
	(In millions)
Inventories, net
Raw materials	$	39.9	$	44.0
Work in process		142.8		141.4
Finished goods		83.3		79.5
Total inventories, net	$	266.0	$	264.9
	As of
	March 29, 2015		December 28, 2014
	(In millions)
Property, plant and equipment
Land and improvements	$	19.8	$	19.8
Buildings and improvements		399.6		397.5
Machinery and equipment		1,895.4		1,902.4
Construction in progress		48.3		52.1
Total property, plant and equipment		2,363.1		2,371.8
Less accumulated depreciation		1,757.2		1,744.1
Total property, plant, and equipment, net	$	605.9	$	627.7

11

	As of
	March 29, 2015		December 28, 2014
	(In millions)
Accrued expenses and other current liabilities
Payroll and employee related accruals	$	46.3	$	64.0
Accrued interest		0.3		0.3
Taxes payable		9.6		9.0
Restructuring		29.5		30.2
Other		21.7		26.1
Total accrued expenses and other current liabilities	$	107.4	$	129.6

	Three Months Ended
	March 29, 2015			March 30, 2014
	(In millions)
Other expense, net
Interest expense	$	1.3		$	1.3
Interest income		(0.2	)		(0.2	)
Other, net		0.1			—
Other expense, net	$	1.2		$	1.1

Note 6 – Goodwill and Intangible Assets

We assess the impairment of goodwill on an ongoing basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Goodwill is subject to an annual impairment test in the fourth quarter of the fiscal year, or more frequently, if indicators of potential impairment arise. In the first quarter of 2015, we reorganized our operating segments. This reorganization required us to assess the impairment of our goodwill and other long-lived assets. The goodwill impairment guidance requires that entities designate reporting units at the lowest level of an entity that is a business and that can be distinguished, physically and operationally and for internal reporting purposes, from the other activities, operations, and assets of the entity. In previous periods, our reporting units were equivalent to our reportable segments and are consistent with the operating segments described in Note 12 Segments and Geographic Information.

The impairment assessment is based on a combination of the income approach, which estimates the fair value of our reporting units based on a discounted cash flow approach, and the market approach which estimates the fair value of our reporting units based on comparable market multiples. The average fair value is then reconciled to our market capitalization with an appropriate control premium. The discount rates utilized in the discounted cash flows in 2015 ranged from approximately 11.5% to 14.0%, reflecting market based estimates of capital costs and discount rates adjusted for a market participants view with respect to execution, concentration, and other risks associated with the projected cash flows of the individual segments. The peer companies used in the market approach are primarily the major competitors of each reporting unit. Our valuation methodology requires management to make judgments and assumptions based on historical experience and projections of future operating performance. In addition, we performed various sensitivity analyses based on several key input variables, which further supported our assessment. If these assumptions differ materially from future results, we may record impairment charges in the future. In the first quarter of 2015, we conducted step one of the quantitative goodwill impairment test as of the first day of fiscal year 2015. After completing step one of the impairment test, we determined that the estimated fair value of one of our goodwill reporting units was less than the carrying value of that reporting unit. In the first quarter of 2015, we wrote off the entire goodwill balance for the reporting unit with an estimated fair value less than the carrying value, which resulted in an impairment loss of $0.6 million. This goodwill reporting unit is included in the Analog Power and Systems Solutions (APSS) reportable segment described in Note 12 Segments and Geographic Information. The remainder of our reporting units with goodwill had fair values substantially in excess of book values. We generally allocated goodwill to the reporting units based on the relative fair value of the respective unit. In 2014, there were no goodwill impairments and the fair values of the reporting units with goodwill were substantially in excess of book values.

12

The following table presents the carrying amount of goodwill by operating segment:

	SPS		APSS			SPG		Total
	(In millions)
Balance at December 28, 2014	$	105.1	$	103.0		$	1.1	$	209.2
Impairment loss		—		(0.6	)		—		(0.6	)
Foreign exchange impact		—		(4.0	)		—		(4.0	)
Balance at March 29, 2015	$	105.1	$	98.4		$	1.1	$	204.6

The following table presents a summary of acquired intangible assets.

			As of March 29, 2015					As of December 28, 2014
	Period of Amortization		Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
			(In millions)
Identifiable intangible assets:
Developed technology		8 - 10 years	$	260.3	$	(245.9	)	$	261.4	$	(245.3	)
Customer base		6 - 10 years		85.7		(78.2	)		86.1		(77.4	)
Core technology		10 - 15 years		15.7		(6.6	)		15.7		(6.3	)
In-process R&D		3 - 10 years		3.2		(0.8	)		3.3		(0.7	)
Trademarks and trade names		5 years		0.5		(0.1	)		0.5		(0.1	)
Subtotal				365.4		(331.6	)		367.0		(329.8	)
Goodwill				204.6		—			209.2		—
Total identifiable intangible assets			$	570.0	$	(331.6	)	$	576.2	$	(329.8	)

The estimated amortization expense for intangible assets for each of the five succeeding fiscal years is as follows:

Estimated Amortization Expense:	(In millions)
Remaining Fiscal 2015		7.0
Fiscal 2016		8.1
Fiscal 2017		5.4
Fiscal 2018		4.1
Fiscal 2019		4.0

Note 7 – Indebtedness

Our indebtedness consists of the following:

	As of
	March 29, 2015		December 28, 2014
	(In millions)
Revolving credit facility borrowings	$	200.0	$	200.0
Other debt		0.1		0.1
Total long-term debt	$	200.1	$	200.1

Revolving Credit Facility

On September 26, 2014, we entered into our current $400.0 million, five-year senior secured revolving credit facility. The facility primarily consists of the credit agreement dated as of September 26, 2014 among Fairchild, the lenders named therein and Bank of America, NA, as administrative agent. At closing, we paid off all indebtedness under the prior credit facility using approximately

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$200.0 million of the proceeds provided by the new facility. The prior credit facility was terminated concurrent with the closing of the new facility. The new facility consists of a $400.0 million five-year revolving credit facility with a $50.0 million sub-limit for the issuance of standby letters of credit and a $20.0 million sub-limit for swing line loans. We have the ability to increase the facility from time to time by the addition of one or more tranches of incremental loans in the form of either (i) incremental term loan facilities or, (ii) incremental increases in the revolving credit facility.

The aggregate principal amount of all incremental facilities cannot exceed $300.0 million. After adjusting for outstanding letters of credit, we have $199.4 million available under the credit facility as of March 29, 2015. This revolving borrowing capacity is available for working capital and general corporate purposes, including acquisitions. We have additional outstanding letters of credit of $0.4 million that do not fall under the credit facility as of March 29, 2015. We also have $4.0 million of undrawn credit facilities at certain of our foreign subsidiaries as of March 29, 2015. These outstanding amounts do not impact available borrowings under the credit facility.

Note 8 – Contingencies

Litigation

From time to time, the company is involved in legal proceedings in the ordinary course of business. We analyze potential outcomes from current and potential litigation as loss contingencies in accordance with U.S. GAAP. Since most potential claims against the company may involve the enforcement of complex intellectual property rights or complicated damages calculations, we generally cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss, related to each pending matter may be.

For a limited number of matters disclosed in this note for which a loss, whether in excess of a related accrued liability or where there is no accrued liability, is reasonably possible in future periods, we are able to estimate a range of possible loss. In determining whether it is possible to estimate a range of possible loss, we review and evaluate our material litigation on an ongoing basis in light of potentially relevant factual and legal developments. These may include information learned through the discovery process, rulings on dispositive motions, settlement discussions, and other rulings by courts, arbitrators or others. If we possess sufficient information to develop an estimate of loss or range of possible loss, that estimate is disclosed either individually or in the aggregate. Finally, for loss contingencies for which we believe the possibility of loss is remote, we do not record a reserve or assess the range of possible losses.

Based on current knowledge, management does not believe that loss contingencies arising from pending matters will have a material adverse effect on our business, financial condition, results of operations or cash flows. However, in light of the inherent uncertainties involved in these matters, some of which are beyond our control, an adverse outcome in one or more of these matters could be material to our results of operations or cash flows for any particular reporting period.

Patent Litigation with Power Integrations, Inc.

There are five outstanding proceedings with Power Integrations.

POWI 1: On October 20, 2004, the company and its wholly owned subsidiary, Fairchild Semiconductor Corporation, were sued by Power Integrations, Inc. in the U.S. District Court for the District of Delaware. Power Integrations alleged that certain of the company’s pulse width modulation (PWM) integrated circuit products infringed four Power Integrations U.S. patents, and sought a permanent injunction preventing the company from manufacturing, selling or offering the products for sale in the U.S., or from importing the products into the U.S., as well as money damages for past infringement.

The trial in the case was divided into three phases. In the first phase of the trial that occurred in October of 2006, a jury returned a verdict finding that thirty-three of the company’s PWM products willfully infringed one or more of seven claims asserted in the four patents and assessed damages against the company. The company voluntarily stopped U.S. sales and importation of those products in 2007 and has been offering replacement products since 2006. Subsequent phases of the trial conducted during 2007 and 2008 focused on the validity and enforceability of the patents. In December of 2008, the judge overseeing the case reduced the jury’s 2006 damages award from $34.0 million to approximately $6.1 million and ordered a new trial on the issue of willfulness. Following the new trial held in June of 2009, the court found the company’s infringement to have been willful, and in January 2011 the court awarded Power Integrations final damages in the amount of $12.2 million. The company appealed the final damages award, willfulness finding, and other issues to the U.S. Court of Appeals for the Federal Circuit. On March 26, 2013, the court of appeals vacated almost the entire damages award, ruling that there was no basis upon which a reasonable jury could find the company liable for induced infringement. The court also vacated the earlier ruling of willful patent infringement by the company. The full court of appeals and the Supreme

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Court of the United States have since denied Power Integrations’ request to review the appeals court ruling. Although the appeals court instructed the lower court to conduct further proceedings to determine damages based upon approximately $500,000 to $750,000 worth of sales and imports of affected products, the company believes that damages on the basis of that level of infringing activity would not be material. Accordingly, the company released $12.6 million from its reserves relating to this case during the first quarter of 2013.

POWI 2: On May 23, 2008, Power Integrations filed another lawsuit against the company, Fairchild Semiconductor Corporation and its wholly owned subsidiary System General Corporation in the U.S. District Court for the District of Delaware, alleging infringement of three patents. Of the three patents asserted in that lawsuit, two were asserted against the company and Fairchild Semiconductor Corporation in the October 2004 lawsuit described above. In 2011, Power Integrations added a fourth patent to this case.

On October 14, 2008, Fairchild Semiconductor Corporation and System General Corporation filed a patent infringement lawsuit against Power Integrations in the U.S. District Court for the District of Delaware, alleging that certain PWM integrated circuit products infringe one or more claims of two U.S. patents owned by System General. The lawsuit seeks monetary damages and an injunction preventing the manufacture, use, sale, offer for sale or importation of Power Integrations products found to infringe the asserted patents.

Both lawsuits were consolidated and heard together in a jury trial in April of 2012. On April 27, 2012, the jury found that Power Integrations infringed one of the two U.S. patents owned by System General and upheld the validity of both System General patents. In the same verdict, the jury found that the company infringed two of four U.S. patents asserted by Power Integrations and that the company had induced its customers to infringe the asserted patents. (The court later ruled that the company infringed one other asserted Power Integrations patent that the jury found was not infringed.) The jury also upheld the validity of the asserted Power Integrations patents. The verdict concluded the first phase of trial in the litigation. On June 30, 2014, the court issued an order enjoining Fairchild from making, using, selling, offering to sell or importing into the United States the products found to infringe the Power Integrations patents in the case as well as certain products that were similar to the products found to infringe. Willfulness and damages in the case will be determined in a second phase, which has yet to be scheduled and will occur after appeals of the first phase. The company and Power Integrations have filed appeals from the first phase.

POWI 3: On November 4, 2009, Power Integrations filed a complaint for patent infringement against the company and two of its subsidiaries in the U.S. District Court for the Northern District of California alleging that several of its products infringe three of Power Integrations’ patents. Fairchild filed counterclaims asserting that Power Integrations infringes two Fairchild patents. A trial was held from February 10-27, 2014 on two Power Integrations’ patents and one Fairchild patent. On March 4, 2014, the jury returned a verdict finding that Fairchild willfully infringed both Power Integrations patents, awarding Power Integrations $105.0 million in damages, and finding that Power Integrations did not infringe the Fairchild patent. Both parties filed various post-trial motions, which were denied by the court with the exception of Fairchild’s motion to set aside the jury’s determination that it acted willfully. On September 9, 2014, the court granted the company’s motion and determined that, as a matter of law, Fairchild’s actions were not willful.

In addition to the ruling on willfulness, the company continued to challenge several other aspects of the verdict during post-trial review. Specifically, the company asserted that the damages award included legal and evidentiary defects that were inconsistent with recent rulings by the U.S. Court of Appeals for the Federal Circuit. On November 25, 2014, the trial court ruled that the jury lacked sufficient evidence on which to base its damages award and, consequently, vacated the $105.0 million verdict and ordered a new trial on damages. On February 12, 2015, the court denied Power Integrations’ request to enjoin the Fairchild products that were found to infringe, finding, among other things, that the evidence at trial failed to establish a causal connection between the alleged harm and the alleged infringement. The court ruled that Power Integrations can request an injunction after the new trial on damages. The new damages trial is scheduled for December of 2015.

POWI 4: On February 10, 2010, Fairchild and System General filed a lawsuit in Suzhou, China against four Power Integrations entities and seven vendors. The lawsuit claims that Power Integrations violates certain Fairchild/System General patents. Fairchild is seeking an injunction against the Power Integrations products and over $17.0 million in damages. Hearings comparable to a trial in U.S. litigation were held in January, May and July 2012. In December of 2012, the Suzhou court ruled in favor of Power Integrations and denied the company’s claims. Fairchild appealed the ruling but ultimately withdrew its appeal in the fourth quarter of 2014.

POWI 5: On May 1, 2012, the company sued Power Integrations in U.S. District Court for the District of Delaware. The lawsuit accuses Power Integration’s LinkSwitch-PH LED power conversion products of violating three of the company’s patents. Power Integrations has filed counterclaims of patent infringement against the company asserting five Power Integrations patents. Trial is currently scheduled to begin on May 26, 2015.

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Other Legal Claims

From time to time we are involved in legal proceedings in the ordinary course of business. We believe we have valid defenses with respect to matters currently pending against us and we intend to vigorously defend against those claims. For example, in December 2013, a customer of one of our distributors filed suit against us claiming damages of $30.0 million arising out of the purchase of $20,000 of our products. We are contesting that claim vigorously. We believe there is no such ordinary-course pending litigation that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, results of operations, or cash flows.

For matters where an estimate of the range of possible loss is possible, management currently estimates the aggregate range of reasonably possible loss, in excess of amounts accrued for outstanding matters, is $2.5 million to $18.9 million. The estimated range of reasonably possible loss is based upon currently available information and is subject to significant judgment and a variety of assumptions, and known and unknown uncertainties. The matters underlying the estimated range will change from time to time, and actual results may vary significantly from the current estimate. Those matters for which an estimate is not possible are not included within this estimated range. Therefore, this estimated range of possible loss represents what we believe to be an estimate of possible loss only for certain matters meeting these criteria. It does not represent our maximum exposure.

Note 9 – Common Stock Repurchases

On May 7, 2014, the board of directors authorized the repurchase of up to $100.0 million of the company’s common stock. This amount is in addition to the $100.0 million previously authorized and disclosed in December 2013. The repurchase program is currently funded using available cash. During the three months ended March 29, 2015, we repurchased 2,262,880 shares of common stock, under repurchase programs for $39.2 million, at an average purchase price of $17.32 per share.

Note 10 – Restructuring, Impairments and Other Costs

During the three months ended March 29, 2015 and March 30, 2014, we recorded restructuring, impairment and other costs, net of releases, of $4.7 million and $6.1 million, respectively. The detail of the charges for the three months ended March 29, 2015 is presented in the summary table below.

2014 Infrastructure Realignment Program

The 2014 Infrastructure Realignment Program consists of product line and sales organizational changes, costs associated with streamlining operations creating greater manufacturing flexibility and having a more balanced internal versus external production mix, and other related costs mainly associated with product qualification activities. In 2014, we announced our 2014 Manufacturing Footprint Consolidation Plan. We plan to eliminate our internal 5-inch and significantly reduce 6-inch wafer fabrication lines and rationalize our assembly and test capacity, resulting in the closure of our manufacturing and assembly facilities in West Jordan, Utah and Penang, Malaysia, as well as the remaining 5-inch wafer fabrication lines in Bucheon, South Korea.

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In addition to the amounts recorded in the summary below, we expect to incur an additional $1.6 million in restructuring costs and an additional $10.0 million in accelerated depreciation costs to complete this program by the fourth quarter of fiscal year 2015.

	Accrual Balance at December 28, 2014		Restructuring Charges			Other Charges		Reserve Release			Cash Paid			Non-Cash Items			Accrual Balance at March 29, 2015
	(In millions)
2014 Infrastructure Realignment Program:
Employee separation costs	$	28.7	$	2.2		$	—	$	(0.2	)	$	(2.1	)	$	(0.6	)	$	28.0
Asset disposal gain		—		(0.5	)		—		—			0.5			—			—
Factory closure costs		0.4		0.2			—		—			—			(0.2	)		0.4
Qualification costs		1.1		—			3.0		—			(3.0	)		—			1.1
	$	30.2	$	1.9		$	3.0	$	(0.2	)	$	(4.6	)	$	(0.8	)	$	29.5

Note 11 – Net Income (Loss) Per Share

Basic and diluted net income (loss) per share are calculated as follows:

	Three Months Ended
	March 29, 2015		March 30, 2014
	(In millions, except per share data)
Net income (loss)	$	1.1	$	(9.3	)
Weighted average number of common shares outstanding – basic		117.3		125.4
Effect of dilutive securities:
Stock options and restricted stock units		2.7		—
Weighted average number of common shares outstanding – diluted		120.0		125.4
Basic net income (loss) per share	$	0.01	$	(0.07	)
Diluted net income (loss) per share	$	0.01	$	(0.07	)
Anti-dilutive common stock equivalents		0.5		3.1

Note 12 – Segments and Geographic Information

We changed our reportable segments effective in the first quarter of fiscal year 2015 to reflect changes in the way we currently manage the business. All periods presented have been revised accordingly to reflect the new reportable segments.

The Analog Power and Signal Solutions segment (APSS) contains our mobile solutions, power conversion and motion tracking operating segments. This segment focuses on developing innovative analog solutions including power management, sensor and signal path applications. The Switching Power Solutions segment (SPS) contains our low and high voltage switch operating segments, integrated power modules, as well as our automotive and cloud operating segments. This segment provides a wide range of highly efficient discrete and integrated power management solutions across a broad range of end markets. The Standard Products Group (SPG) includes a broad portfolio of standard discrete, analog, logic and optoelectronic products.

In addition to the operating segments mentioned above, we also operate global operations, sales and marketing, information systems, finance and administration groups that are led by vice presidents who report to the Chief Executive Officer. Also, only direct SG&A and R&D spending by the segments is included in the calculation of their operating income. All other corporate level SG&A and R&D spending is included in the corporate category. We do not allocate income taxes or interest expense to our operating segments as the operating segments are principally evaluated on operating profit before interest and taxes.

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We do not specifically identify and allocate all assets by operating segment. It is our policy to fully allocate depreciation and amortization, with the exception of accelerated depreciation related to restructuring activities, to our operating segments. Operating segments do not sell products to each other, and accordingly, there are no inter-segment revenues to be reported. The accounting policies for segment reporting are the same as for the company as a whole.

The following table presents selected statement of operations information on reportable segments for the three months ended March 29, 2015 and March 30, 2014.

	Three Months Ended
	March 29, 2015			March 30, 2014
	(In millions)
Revenue and operating income:
SPS
Total revenue	$	211.2		$	203.4
Operating income		42.8			37.1
APSS
Total revenue		96.3			95.2
Operating income		11.5			8.4
SPG
Total revenue		48.2			45.5
Operating income		11.2			9.1
Corporate
Restructuring, impairments, and other costs		(4.7	)		(6.1	)
Accelerated depreciation on assets related to factory closure		(4.5	)		—
Selling, general and administrative expense		(46.6	)		(48.8	)
Charge for litigation		—			(4.4	)
Corporate research and development expense		(3.5	)		(2.4	)
Total consolidated
Total revenue	$	355.7		$	344.1
Operating income (loss)	$	6.2		$	(7.1	)
Other expense, net	$	1.2		$	1.1
Income (loss) before income taxes	$	5.0		$	(8.2	)

Note 13 – Subsequent Events

We have evaluated subsequent events and did not identify any events that required disclosure.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

This discussion and analysis of financial condition and results of operations is intended to provide investors with an understanding of our past performance, financial condition and prospects. We will discuss and provide our analysis of the following:

• Overview

• Results of Operations

• Liquidity and Capital Resources

• Forward Looking Statements

• Recently Issued Financial Accounting Standards

Overview

Fairchild increased first quarter sales sequentially at the high end of expectations while maintaining flat distribution channel inventory. Sales into the automotive, industrial and appliance markets were robust. We also posted solid growth in our computing business as we continue to gain market share with power management solutions supporting server, storage and cloud applications. Demand from the mobile sector was down from the prior year’s first quarter but improved throughout the quarter as key customers began building their new smart phone models. Fairchild is also benefiting from higher content in these flagship models. Order rates remain strong and we have a higher backlog level than a quarter ago.

A key project for the company has been our manufacturing consolidation that is designed to increase manufacturing flexibility, improve customer service and provide a more balanced internal versus external sourcing mix. This project will result in the closure of our 6-inch wafer fab in Utah and our assembly and test facility in Malaysia as well as our 5-inch wafer fab line in Korea. We are on schedule to complete the consolidation process in mid-2015 and begin to benefit from lower manufacturing costs in the second half of 2015.

In addition to investing in the business, we also repurchased more than 2 million shares of our stock during the first quarter of 2015. We used available cash to repurchase these shares.

We strive to keep inventory as lean as possible while maintaining high customer service levels. We prefer to maintain maximum flexibility by adjusting internal inventories in response to higher demand before adding more inventory to our distribution channels. At the end of the first quarter of 2015, our non-catalogue channel inventory was at approximately 9 weeks of sales which is at the low end of our target range of 9 to 10 weeks. At the end of the first quarter of 2015, internal inventories were $266 million, roughly flat from the end of 2014.

We changed our reportable segments effective in the first quarter of fiscal year 2015 to better reflect the way we currently manage the business. All periods presented have been revised accordingly to reflect the new reportable segments. Please refer to Item 1. Note 12 Segments and Geographic Information to our unaudited consolidated financial statements included in this report for details.

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Results of Operations

The following table summarizes certain information relating to our operating results as derived from our unaudited consolidated financial statements, including results as a percent of revenue.

	Three Months Ended
	March 29, 2015				March 30, 2014
	(Dollars in millions)
Total revenues	$	355.7	100.0	%	$	344.1		100.0	%
Gross margin		108.0	30.4	%		104.2		30.3	%
Operating expenses:
Research and development		41.7	11.7	%		41.1		11.9	%
Selling, general and administrative		52.7	14.8	%		55.5		16.1	%
Amortization of acquisition-related intangibles		2.1	0.6	%		4.2		1.2	%
Restructuring, impairments, and other costs		4.7	1.3	%		6.1		1.8	%
Charge for litigation		—	0.0	%		4.4		1.3	%
Goodwill impairment charge		0.6	0.2	%		—		0.0	%
Total operating expenses		101.8	28.6	%		111.3		32.3	%
Operating income (loss)		6.2	1.7	%		(7.1	)	-2.1	%
Other expense, net		1.2	0.3	%		1.1		0.3	%
Income (loss) before income taxes		5.0	1.4	%		(8.2	)	-2.4	%
Provision for income taxes		3.9	1.1	%		1.1		0.3	%
Net income (loss)	$	1.1	0.3	%	$	(9.3	)	-2.7	%

Adjusted net income (loss), adjusted gross margin, and free cash flow are also included in the table below. These are non-GAAP financial measures and should not be considered a replacement for GAAP results. We present adjusted results because 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. Our criteria for adjusted results may differ from methods used by other companies and may not be comparable and should not be considered as alternatives to net income or loss, gross margin, or other measures of consolidated operations and cash flow data prepared in accordance with U.S. GAAP as indicators of our operating performance or as alternatives to cash flow as a measure of liquidity.

	Three Months Ended
	March 29, 2015			March 30, 2014
	(Dollars in millions)
Unaudited non-GAAP measures
Adjusted net income	$	13.3		$	4.9
Adjusted gross margin	$	112.5		$	104.2
Adjusted gross margin %		31.6	%		30.3	%
Free Cash Flow	$	(29.0	)	$	(5.1	)
Reconciliation of Net Income (Loss) to Adjusted Net Income
Net income (loss)	$	1.1		$	(9.3	)
Adjustments to reconcile net income (loss) to adjusted net income:
Restructuring, impairments, and other costs		4.7			6.1
Accelerated depreciation on assets related to factory closure		4.5			—
Charge for litigation		—			4.4
Goodwill impairment charge		0.6			—
Amortization of acquisition-related intangibles		2.1			4.2
Associated tax effects of the above and other acquisition-related intangibles		0.3			(0.5	)
Adjusted net income	$	13.3		$	4.9
Reconciliation of Gross Margin to Adjusted Gross Margin
Gross margin	$	108.0		$	104.2
Adjustments to reconcile gross margin to adjusted gross margin:
Accelerated depreciation on assets related to factory closure		4.5			—
Adjusted gross margin	$	112.5		$	104.2
Reconciliation of Operating Cash Flow to Free Cash Flow
Cash provided by (used in) operating activities	$	(14.6	)	$	8.6
Capital expenditures		(14.4	)		(13.7	)
Free Cash Flow	$	(29.0	)	$	(5.1	)

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Total Revenues

	Three Months Ended
	March 29, 2015		March 30, 2014		$ Change Inc (Dec)		% Change Inc (Dec)
	(Dollars in millions)
Total revenues	$	355.7	$	344.1	$	11.6		3.4	%

Revenue was 3.4% higher in the first quarter of 2015 compared to the same period in the prior year due to solid sales growth for our products serving the industrial, appliance, automotive and computing markets offset by lower mobile demand, especially from one major customer, and continued weak sales into the consumer sector.

Geographic revenue information is based on the customer location within the indicated geographic region. The following table presents, as a percentage of sales, geographic revenue for the first quarter of 2015 and the same period in the prior year.

	Three Months Ended
	March 29, 2015			March 30, 2014
Percent of total revenue:
U.S.		8	%		10	%
Other Americas		2			1
Europe		16			16
China		41			36
Taiwan		10			11
Korea		6			6
Other Asia/Pacific (1)		17			20
Total		100	%		100	%

(1) For our geographic reporting purposes includes Japan and Singapore.

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The increase in China is due to broad-based higher demand especially in the mobile end market. The decrease in Other Asia/Pacific revenue was due to lower consumer demand.

Gross Margin

	Three Months Ended
	March 29, 2015			March 30, 2014			$ Change Inc (Dec)		% Change Inc (Dec)
	(Dollars in millions)
Gross Margin $	$	108.0		$	104.2		$	3.8		3.6	%
Gross Margin %		30.4	%		30.3	%

Gross margin increased $3.8 million or 10 basis points in the first quarter of 2015 compared to the same period a year ago due primarily to higher sales, improved product mix, higher manufacturing utilization and greater efficiency partially offset by higher spending and the annual merit increase.

Adjusted Gross Margin

	Three Months Ended
	March 29, 2015			March 30, 2014			$ Change Inc (Dec)		% Change Inc (Dec)
	(Dollars in millions)
Adjusted Gross Margin $	$	112.5		$	104.2		$	8.3		8.0	%
Adjusted Gross Margin %		31.6	%		30.3	%

Adjusted gross margin increased $8.3 million in the first quarter of 2015 compared to the same period a year ago for the same reasons listed above. Adjusted gross margin does not include the accelerated depreciation due to pending factory closures. See reconciliation of gross margin to adjusted gross margin above.

Operating Expenses

	Three Months Ended
	March 29, 2015		March 30, 2014		$ Change Inc (Dec)			% Change Inc (Dec)
	(Dollars in millions)
Research and development	$	41.7	$	41.1	$	0.6			1.5	%
Selling, general and administrative	$	52.7	$	55.5	$	(2.8	)		-5.0	%

Research and development expenses increased 1.5% in the first quarter of 2015 compared to the same period a year ago due to the annual merit increase partially offset by program rationalization and spending reductions. Selling, general and administrative expenses were 5.0% lower than the prior year due primarily to lower legal spending and ongoing cost reductions partially offset by the annual merit increase.

Restructuring, Impairments and Other Costs

	Three Months Ended
	March 29, 2015		March 30, 2014		$ Change Inc (Dec)			% Change Inc (Dec)
	(Dollars in millions)
Restructuring, impairments, and other costs	$	4.7	$	6.1	$	(1.4	)		-23.0	%

During the first quarter of 2015, we recorded restructuring, impairment charges and other costs, net of releases, totaling $4.7 million. The charges included $2.2 million in employee separation costs, ($0.5) million in asset disposal gain, $0.2 million in factory closure costs, $3.0 million in qualification costs, and $0.2 million in reserve releases associated with the 2014 Infrastructure Realignment Program.

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During the first quarter of 2014, we recorded restructuring, impairment charges and other costs, net of releases, totaling $6.1 million. The charges included $2.8 million in employee separation costs, $0.1 million in asset impairment charges, and $1.9 million in qualification costs associated with the 2014 Infrastructure Realignment Program. In addition during the first three months of 2014, we recorded $0.4 million in employee separation costs, $0.5 million in asset impairment charges, $0.9 million in factory closure costs, and $0.5 million in reserve releases associated with the 2013 and 2011 Infrastructure Realignment Programs.

Please refer to Item 1. Note 10 Restructuring, Impairments and Other Costs to our unaudited consolidated financial statements included within this report for further details regarding our restructuring plans.

Charge for Litigation

In the first quarter of 2014, we incurred a $4.4 million litigation charge as a result of ongoing developments with POWI litigation. Please refer to Item 1. Note 8 Contingencies to our unaudited consolidated financial statements included within this report for further details regarding this matter.

Goodwill Impairment Charge

In the first quarter of 2015, we incurred a $0.6 million goodwill impairment as a result of our operating segment reorganization. Please refer to Item 1. Note 6 Goodwill and Intangible Assets to our unaudited consolidated financial statements included within this report for further details regarding this matter.

Other Expense, net

The following table presents a summary of Other expense, net for the first quarter of 2015 and 2014, respectively.

	Three Months Ended
	March 29, 2015			March 30, 2014
	(In millions)
Other expense, net
Interest expense	$	1.3		$	1.3
Interest income		(0.2	)		(0.2	)
Other, net		0.1			—
Other expense, net	$	1.2		$	1.1

Income Taxes

	Three Months Ended
	March 29, 2015		March 30, 2014			$ Change Inc (Dec)		% Change Inc (Dec)
	(Dollars in millions)
Income (loss) before income taxes	$	5.0	$	(8.2	)	$	13.2		161.0	%
Provision for (benefit from) income taxes	$	3.9	$	1.1		$	2.8		254.5	%

The effective tax rate for the first quarter of 2015 was 78% compared to (13.3)% for the first quarter of 2014. The change in the effective tax rate was primarily driven by a full valuation allowance against our Korean site’s deferred tax assets established in the fourth quarter of 2014, losses incurred in foreign jurisdictions with lower statutory tax rates than that of the U.S. during the first quarter of 2014, and an increase in non-deductible expenses within our Malaysian site subject to closure in 2015.

Deferred taxes have not been provided on undistributed earnings of foreign subsidiaries which are reinvested indefinitely. Certain non-U.S. earnings, which have been taxed in the U.S. but earned offshore, have and continue to be part of our repatriation plan. As of March 29, 2015, we have recorded a deferred tax liability of $3.4 million, with no impact to the consolidated statement of operations as we have a full valuation allowance against our net U.S. deferred tax assets.

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Foreign Currency Exchange Risk

Our results of operations are subject to foreign currency exchange rate fluctuations due to the global nature of our operations. We have operations or maintain distribution relationships in the U.S., Europe, Asia/Pacific, Japan and Korea. As a result, our financial position, results of operations and cash flows can be affected by market fluctuations in foreign exchange rates, primarily with respect to the Euro, South Korean won and Malaysian ringgit. Fluctuations in the foreign currency exchange rates of the countries in which we do business will affect our operating results, often in ways that are difficult to predict. In particular, as the U.S. dollar strengthens versus other currencies the value of the non-U.S. revenue will decline when reported in U.S. dollars. The impact to net income as a result of a U.S. dollar strengthening will be partially mitigated by the value of non-U.S. expense which will also decline when reported in U.S. dollars. As the U.S. dollar weakens versus other currencies the value of the non-U.S. revenue and expenses will increase when reported in U.S. dollars. We have established revenue and expense hedging and balance sheet risk management programs to protect against short term volatility of future foreign currency cash flows and changes in fair value caused by volatility in foreign exchange rates.

Free Cash Flow

	Three Months Ended
	March 29, 2015			March 30, 2014			$ Change Inc (Dec)			% Change Inc (Dec)
	(Dollars in millions)
Free Cash Flow	$	(29.0	)	$	(5.1	)	$	(23.9	)		-468.6	%

Free cash flow is a non-GAAP financial measure. To determine free cash flow, we subtract capital expenditures from cash provided by operating activities. Free cash flow decreased in the first quarter of 2015 compared to the first quarter of 2014 primarily due to changes in working capital. Please refer to the non-GAAP measures reconciliation included within this report for our Free Cash Flow reconciliation.

Reportable Segments

The following table represents comparative disclosures of revenue, gross margin and operating income (loss) of our reportable segments.

	Three Months Ended														Three Months Ended
	March 29, 2015														March 30, 2014
	Revenue		% of Total			Gross Margin			Gross Margin %			Operating Income (Loss)			Revenue		% of Total			Gross Margin		Gross Margin %			Operating Income (Loss)
	(Dollars in millions)														(Dollars in millions)
SPS	$	211.2		59.3	%	$	63.2			29.9	%	$	42.8		$	203.4		59.1	%	$	59.3		29.2	%	$	37.1
APSS		96.3		27.1	%		36.7			38.1	%		11.5			95.2		27.7	%		34.0		35.7	%		8.4
SPG		48.2		13.6	%		12.6			26.1	%		11.2			45.5		13.2	%		10.9		24.0	%		9.1
Corporate (1,2)		—		—			(4.5	)		—			(59.3	)		—		—			—		—			(61.7	)
Total	$	355.7		100.0	%	$	108.0			30.4	%	$	6.2		$	344.1		100.0	%	$	104.2		30.3	%	$	(7.1	)

	Three Months Ended
(1)	March 29, 2015			March 30, 2014
	(In millions)
Accelerated depreciation on assets related to factory closure		(4.5	)		—
Corporate gross margin total	$	(4.5	)	$	—

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	Three Months Ended
(2)	March 29, 2015			March 30, 2014
	(In millions)
Restructuring, impairments, and other costs	$	(4.7	)	$	(6.1	)
Accelerated depreciation on assets related to factory closure		(4.5	)		—
Selling, general and administrative expense		(46.6	)		(48.8	)
Charge for litigation		—			(4.4	)
Corporate research and development expense		(3.5	)		(2.4	)
Corporate operating expense total	$	(59.3	)	$	(61.7	)

Total Revenue

	Three Months Ended
	March 29, 2015		March 30, 2014		% Change
	(Dollars in millions)
SPS	$	211.2	$	203.4		3.8	%
APSS		96.3		95.2		1.2	%
SPG		48.2		45.5		5.9	%
Total revenue	$	355.7	$	344.1		3.4	%

Total revenue increased 3.4% in the first quarter of 2015 from the same period in the prior year due primarily to solid sales growth for our products serving the industrial, appliance, automotive and computing markets offset by lower mobile demand, especially from one major customer, and continued weak sales into the consumer sector. SPS revenue increased 3.8% in the first quarter of 2015 from the same period in the prior year due to increased demand from the industrial, appliance, computing and automotive markets partially offset by lower sales into the consumer sector. APSS revenue increased 1.2% in the first quarter of 2015 from the same period in the prior year due to higher power conversion sales offset by lower demand for mobile power and signal products, especially from one large customer. SPG revenue increased 5.9% in the first quarter of 2015 from the same period in the prior year due primarily to broad-based higher demand.

Gross Margin

	Three Months Ended
	March 29, 2015			March 30, 2014		% Change
	(Dollars in millions)
SPS	$	63.2		$	59.3		6.6	%
APSS		36.7			34.0		7.9	%
SPG		12.6			10.9		15.6	%
Corporate		(4.5	)		—		—	%
Total gross margin $	$	108.0		$	104.2		3.6	%

	Three Months Ended
	March 29, 2015			March 30, 2014
SPS		29.9	%		29.2	%
APSS		38.1	%		35.7	%
SPG		26.1	%		24.0	%
Total gross margin %		30.4	%		30.3	%

Total gross margin increased 3.6% in the first quarter of 2015 from the same period in the prior year due primarily to higher sales, improved product mix and better manufacturing efficiency. SPS gross margin increased 6.6% in the first quarter of 2015 from the same period in the prior year due to the same factors as the total company as well as increased utilization of the new 8 inch wafer fab in Korea. APSS gross margin increased 7.9% and SPG gross margin increased 15.6% in the first quarter of 2015 from the same period in the prior year due to the same reasons as the total company.

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Operating Income (Loss)

	Three Months Ended
	March 29, 2015			March 30, 2014			% Change
	(Dollars in millions)
SPS	$	42.8		$	37.1			15.4	%
APSS		11.5			8.4			36.9	%
SPG		11.2			9.1			23.1	%
Corporate		(59.3	)		(61.7	)		3.9	%
Total operating income (loss)	$	6.2		$	(7.1	)		187.3	%

Total operating income increased 187.3% in the first quarter of 2015 from the same period in the prior year due primarily to lower charges for litigation, restructuring and amortization of acquisition intangibles as well as the benefits discussed in the gross margin section above. SPS operating income increased 15.4% in the first quarter of 2015 from the same period in the prior year due to lower amortization of acquisition intangibles as well as the benefits discussed in the gross margin section above. APSS operating income increased 36.9% in the first quarter of 2015 from the same period in the prior year due to the benefits discussed in the gross margin section above, offset by the goodwill impairment charge taken in the first quarter of 2015. SPG operating income increased 23.1% in the first quarter of 2015 from the same period in the prior year due primarily to lower amortization of acquisition intangibles as well as the benefits discussed in the gross margin section above. Corporate operating loss decreased 3.9% in the first quarter of 2015 from the same period in the prior year due primarily to lower charges for litigation and restructuring.

Liquidity and Capital Resources

Our main sources of liquidity are our cash flows from operations, cash and cash equivalents and our revolving credit facility. As of March 29, 2015, $72.7 million of our $279.9 million of cash and marketable securities balance was located in the U.S. We believe that funds generated from operations, together with existing cash and funds from our revolving credit facility will be sufficient to meet our cash needs over the next twelve months.

On September 26, 2014, we entered into our current $400.0 million, five-year senior secured revolving credit facility. As of March 29, 2015, $200.0 million was drawn of the $400.0 million credit facility. Please refer to Item 1. Note 8 Indebtedness to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 26, 2015, for further details on the terms of this credit facility.

As of March 29, 2015, we were in compliance with the covenants associated with the credit facility and we expect to remain in compliance. This expectation is subject to various risks and uncertainties discussed more thoroughly in Item 1A Risk Factors included in our Annual Report on Form 10-K filed with the SEC on February 26, 2015, and include, among others, the risk that our assumptions and expectations about business conditions, expenses and cash flows for the remainder of the year may be inaccurate.

While our credit facility places restrictions on the payment of dividends under certain conditions, it does not restrict the subsidiaries of Fairchild Semiconductor Corporation, except to a limited extent, from paying dividends or making advances to Fairchild Semiconductor Corporation. As a result, we believe that funds generated from operations, together with existing cash and funds from our credit facility will be sufficient to meet our debt obligations, operating requirements, capital expenditures and research and development funding needs over the next twelve months. In the first quarter of 2015, we incurred capital expenditures of $14.4 million.

We frequently evaluate opportunities to sell additional equity or debt securities, obtain credit facilities from lenders or restructure our long-term debt to further strengthen our financial position. Additional borrowing or equity investment may be required to fund future acquisitions. The sale of additional equity securities could result in additional dilution to our stockholders. In December 2013, the board of directors authorized the purchase of the company’s common stock up to $100.0 million and on May 7, 2014, the board of directors authorized the additional repurchase of up to $100.0 million of the company’s common stock.

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During the first quarter of 2015, our cash (used in) provided by operating activities was ($14.6 million) compared to $8.6 million in the same period in the prior year. The following table presents a summary of net cash (used in) provided by operating activities:

	Three Months Ended
	March 29, 2015			March 30, 2014
	(In millions)
Net income (loss)	$	1.1		$	(9.3	)
Depreciation and amortization		36.6			36.0
Non-cash stock-based compensation expense		6.8			7.8
Non-cash restructuring and impairments expense		—			0.6
Non-cash goodwill impairment charge		0.6			—
Deferred income taxes, net		(0.2	)		3.1
Charge for litigation		—			4.4
Other, net		(0.1	)		0.4
Change in other working capital accounts		(59.4	)		(34.4	)
Net cash provided by (used in) operating activities	$	(14.6	)	$	8.6

Cash used in operating activities in 2015 increased by $23.2 million compared to 2014 primarily driven by changes in the other working capital accounts.

Cash used in investing activities during 2015 totaled $13.2 million compared to $74.0 million in 2014. The decrease was driven by the acquisition of a private sensor company during 2014.

Cash used in financing activities totaled $47.4 million in 2015 as compared to $36.6 million in 2014. The increase in cash used in 2014 of $10.8 million was driven by an increased amount of treasury shares purchased of $8.6 million.

Forward Looking Statements

This quarterly report contains “forward-looking statements” as that term is defined in Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the use of forward-looking terminology such as “we believe,” “we expect,” “we intend,” “may,” “will,” “should,” “seeks,” “approximately,” “plans,” “estimates,” “anticipates,” or “hopeful,” or the negative of those terms or other comparable terms, or by discussions of our strategy, plans or future performance. All forward-looking statements in this report are made based on management’s current expectations and estimates, which involve risks and uncertainties, including those described above and more specifically in the Risk Factors section included in our Annual Report on Form 10-K. Among these factors are the following: current economic uncertainty, including disruptions in the credit markets, as well as future economic conditions; changes in demand for our products; changes in inventories at our customers and distributors; changes in regional or global economic or political conditions (including as a result of terrorist attacks and responses to them); 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; the inability to attract and retain key management and other employees; 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; availability and cost of raw materials; competitors’ actions; loss of key customers, including but not limited to distributors; order cancellations or reduced bookings; changes in manufacturing yields or output; and significant litigation. Factors that may affect our operating results are described in the Risk Factors section in the Annual Reports we file with the SEC. Such risks and uncertainties could cause actual results to be materially different from those in the forward-looking statements. Readers are cautioned not to place undue reliance on the forward-looking statements.

Recently Issued Financial Accounting Standards

On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the company on January 1, 2017. Early application is not permitted. This ASU permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.

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In August 2014, the FASB issued Accounting Standards Update No. 2014-15 (ASU 2014-15) Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this ASU provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). This ASU is effective for fiscal years beginning after December 15, 2017. The adoption of ASU 2014-15 is not expected to have a material effect on our consolidated financial position and results of operations and statements of cash flows.

In January 2015, the FASB issued Accounting Standards Update No. 2015-01, (ASU 2015-01) Income Statement – Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. This ASU eliminates from U.S. GAAP the concept of extraordinary items. Prior to this ASU entities were required to separately classify, present, and disclose extraordinary events and transactions. Events or transactions were presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. If an event or transaction met the criteria for extraordinary classification, an entity was required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also was required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of ASU 2015-01 is not expected to have a material effect on our consolidated financial position and results of operations and statements of cash flows.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

Reference is made to Part II, Item 7A, Quantitative and Qualitative Disclosure about Market Risk, in our Annual Report on Form 10-K for the year ended December 28, 2014 and under the subheading “Quantitative and Qualitative Disclosures about Market Risk” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. There were no material changes in the information we provided in our Annual Report on Form 10-K for the year ended December 28, 2014 during the period covered by this Quarterly Report.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to assure, as much as is reasonably possible, that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is communicated to management and recorded, processed, summarized and disclosed within the specified time periods. As of the end of the period covered by this report, our chief executive officer (CEO) and chief financial officer (CFO), with the participation of our management, have evaluated the effectiveness of our disclosure controls and procedures. Based on the evaluation, our CEO and CFO concluded that as of March 29, 2015, our disclosure controls and procedures are effective.

Inherent Limitations on Effectiveness of Controls

The company’s management, including the CEO and CFO, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual

28

acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events. There can be no assurance that any control system will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become less effective if conditions change or compliance with policies or procedures deteriorates.

Changes in Internal Control over Financial Reporting

There were no changes in the company’s internal controls over financial reporting during the three months ended March 29, 2015 that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For a discussion of legal matters as of March  29, 2015, please read Part I. Item 1. Note 8 Contingencies to our unaudited consolidated financial statements included in this report, which is incorporated into this item by reference.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for fiscal year 2014 filed with the SEC on February 26, 2015, which could materially affect our business, financial condition, and future operating results. The risks described in our Annual Report on Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and operating results. There have been no material changes in our assessment of our risk factors set forth in our Annual Report on Form 10-K for fiscal year 2014.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no sales of unregistered equity securities in the three months ended March 29, 2015. The following table provides information with respect to purchases made by the company of its own common stock during the three months ended March 29, 2015.

Period	Total Number of Shares (or Units) Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
December 29, 2014 - January 25, 2015		75,646	$	16.38		75,646	$	55.5
January 26, 2015 - February 22, 2015		601,821		16.02		601,821		45.9
February 23, 2015 - March 29, 2015		1,585,413		17.85		1,585,413		17.6
Total		2,262,880		17.32		2,262,880		17.6

On May 7, 2014, our board of directors authorized the repurchase of up to $100.0 million of the company’s common stock. This amount is in addition to the $100.0 million previously authorized and disclosed in December 2013. Share repurchases will be made from time to time in the open market or in privately negotiated transactions. The purchase of these shares satisfied the conditions of the safe harbor provided by the Securities Exchange Act of 1934. During the three months ended March 29, 2015, we repurchased approximately $39.2 million of common stock.

For the majority of restricted stock units granted, the number of shares issued on the date the restricted stock units vest is net of the minimum statutory withholding requirements that we pay in cash to the appropriate taxing authorities on behalf of our employees. Although these withheld shares are not issued or considered common stock repurchases and are not included in the table above, the cash paid for taxes is treated in the same manner as common stock repurchases in our financial statements, as they reduce the number of shares that would have been issued upon vesting.

29

Item 6. Exhibits

	Description
10.30	Form of Performance Unit Award Agreement under the Fairchild Semiconductor 2007 Stock Plan
31.01	Section 302 Certification of the Chief Executive Officer.
31.02	Section 302 Certification of the Chief Financial Officer.
32.01	Certification of the Chief Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.02	Certification of the Chief Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101. DEF	XBRL Taxonomy Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

Items 3, 4 and 5 are not applicable and have been omitted.

30

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.
	/s/ Mark S. Frey
	Mark S. Frey
	Executive Vice President, Chief Financial Officer and Treasurer
	(Principal Accounting Officer)

        Date: May 7, 2015

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EX-10.30

Exhibit 10.30

Fairchild Semiconductor 2007 Stock Plan

Total Stockholder Return (TSR) Performance Unit Award Agreement

PARTICIPANT:	PARTICIPANT ID:
GRANT DATE:
TARGET NUMBER OF UNITS:
PERFORMANCE PERIOD:

THIS AGREEMENT, effective as of the Grant Date set forth above, is between Fairchild Semiconductor International, Inc., a Delaware corporation (the “Company”, “we”, “our” or “us”) and the Participant named above (“you” or “yours”), pursuant to the provisions of the Fairchild Semiconductor 2007 Stock Plan (the “Plan”) with respect to the award of performance units described below. Capitalized terms used and not defined in this Agreement shall have the meanings given to them in the Plan.

By accepting this Grant, you irrevocably agree, on your own behalf and on behalf of your heirs and any other person claiming rights under this Agreement, to all of the terms and conditions of the Performance Unit Award as set forth in or pursuant to this Agreement and the Plan (as such may be amended from time to time). You and the Company agree as follows:

1.	Application of Plan; Administration:	This Agreement and your rights under this Agreement are subject to all the terms and conditions of the Plan, as it may be amended from time to time, as well as to such rules and regulations as the Administrator may adopt. It is expressly understood that the Administrator that administers the Plan is authorized to administer, construe and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon you to the extent permitted by the Plan. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.
2.	Grant:	The Company hereby awards to the Participant the Target Number of Units set forth above and in Section 3 below (the “Target Units”), which, depending on the extent to which a performance award (as described by Plan) is attained during the Performance Period, may result in the Participant earning as little as zero Earned Units or as many as the Maximum Number of Earned Units. Subject to the terms of this Award Agreement and the Plan, each Target Unit, to the extent it becomes an Earned Unit, represents a right to receive one share of Common Stock (a “Share”) on the Settlement Date. Unless and until a Target Unit has been determined to be an Earned Unit, the Participant will have no right to receive any Shares in settlement of such Target Units. Prior to settlement (if any), such Target Units will represent an unfunded and unsecured obligation of the Company. Subject to the foregoing paragraph and provided that you have remained in the full time employment or service of the Company or an Affiliate from the Grant Date set forth above, the number of units earned under this Agreement (the “Earned Units”) shall be determined in accordance with the schedule set forth below.
3.	Target Number of Units:	[            ]
4.	Maximum Number of Earned Units:	[                ], which is 150% of the Target Number of Units provided that, in the event the fair market value of the Target Units on the Vesting Date exceeds three times the fair market value of the Target Units on the Grant Date (the “Maximum Dollar Amount”), the Maximum Number of Units shall be capped at an amount of shares with a fair market value on the Vesting Date equal to the Maximum Dollar Amount. In the event the Company Total Stockholder Return for the Performance Period is negative, the Maximum Number of Units shall be capped at the Target Number of Units, notwithstanding the extent to which the Company’s Total Stockholder Return exceeds the Benchmark Index Total Return.
5.	Performance Period:	The three consecutive fiscal years beginning                      and ending                     , subject to Section 17 of this Award Agreement.
6.	Performance Criteria:	The difference over the Performance Period, measured in percentage points, between the Company’s Total Stockholder Return and the Benchmark Index Total Return, both determined in accordance with this Award Agreement.
7.	Benchmark Index:	The Philadelphia Semiconductor Sector Total Return Index (NASDAQ OMX: XSOX).
8.	Earned Units:	The number of Earned Units, if any (not to exceed the Maximum Number of Earned Units), shall equal the product of (i) the Target Number of Units and (ii) the Relative Return Factor, as illustrated by Appendix A.
9.	Relative Return Factor:	A percentage (rounded to the nearest 1/10th of 1% and not greater than 150% or less than 0%) equal to the sum of (a) 100% and (b) two times the difference (whether positive or negative) equal to (i) the Company Total Stockholder Return minus (ii) the Benchmark Index Total Return, which can also be expressed as follows: Relative Return Factor or RRF = 100% + (2 x (CTSR – BITR)), rounded to the nearest 1/10th of 1%, and provided that RRF cannot be greater than 150% or less than 0%. See Appendix A.

10.	Measurement of Performance Criteria:	“Company Total Stockholder Return” or “CTSR” means the percentage point increase or decrease in (a) the Average Per Share Closing Price for the 60-calendar-day period ending on the last day of the Performance Period over (b) the Average Per Share Closing Price for the 60-calendar-day period ending on [                    ]. “Average Per Share Closing Price” means the average of the daily closing price per Share as reported on the NASDAQ Stock Market for all trading days falling within an applicable 60-calendar-day period. The Average Per Share Closing Price shall be adjusted in each case to reflect an assumed reinvestment, as of the of applicable dividend payment date, of all cash dividends (if any) and other cash distributions (excluding cash distributions resulting from share repurchases or redemptions by the Company) paid to stockholders, as applicable, during the 60-calendar-day period ending on the first day of the Performance Period and during the Performance Period. “Benchmark Index Total Return” or “BITR” means the percentage point increase or decrease in (a) the Average Index Value for the 60-calendar-day period ending on the last day of the Performance Period over (b) the Average Index Value for the 60-calendar-day period ending on [                    ]. “Average Index Value” means the average of the daily closing values of the Benchmark Index as reported by the NASDAQ Stock Market for all trading days falling within the applicable 60-calendar-day period.
11.	Level of Performance Criteria Attained:	Following the end of the Performance Period and the collection of relevant data necessary to determine the extent to which the performance goal set forth in this Paragraph 11 has been satisfied, the Administrator will determine: (a) the extent to which the performance goal was achieved by the Company for the Performance Period; and (b) the number of Earned Units under this agreement. The Administrator shall make these determinations in its sole discretion. The number and kind of shares subject to or issued under the Performance Unit Award shall be subject to adjustment as provided for in Section 12(d) of the Plan. For the avoidance of doubt, the right to receive up to 1.50 times the Target Number of Performance Units shall expire without consideration to the extent that such units do not become Earned Units. On or before the Vesting Date following completion of the Performance Period, the Committee shall certify in writing the level of attainment of the Performance Criteria during the Performance Period, the resulting Relative Return Factor and the number of Target Units which have become Earned Units.
12.	Vesting:	Earned Units (if any) will vest in full, becoming rights to receive Shares in settlement thereof on the third anniversary of the Grant Date provided that in no case shall the units vest before the date of the Administrator’s written certification of the performance goal achievement specified in Section 11 above (the “Vesting Date”).
13.	Termination of Employment:	The vesting period set forth above may be adjusted by the Administrator to reflect the decreased level of employment or service during any period in which you are on an approved leave of absence or are employed on a less than full time basis. Except as otherwise provided in Paragraph 17 of this Agreement, rights, including but not limited to rights to receive Shares, under any Target Units that have not become Earned Units at the time your employment or service with the Company terminates for any reason will be forfeited without consideration as of the date of termination.
14.	Settlement of Earned Units and Issuance of Shares:	Each Earned Unit will be settled by the delivery of one Share to you or, in the event of your death, to your designated beneficiary, promptly following the Vesting Date with respect to such Shares, subject to your satisfaction of any tax withholding obligations as described in Paragraph 18 of this Agreement. You hereby authorize any brokerage service provider determined acceptable to the Company, to open a securities account for you to be used for the settlement of Earned Units. The date on which Shares are issued may include a delay in order to provide the Company such time as it determines appropriate to address tax withholding and other administrative matters.
15.	Rights as Stockholder:	Except as otherwise provided in this Agreement, you will not be entitled to any privileges of ownership of the shares of Common Stock underlying your Target Units or Earned Units unless and until Shares are actually delivered to you under this Agreement.
16.	Dividends:	From and after the date a number of Target Units are issued to you under Paragraph 2, you will be credited with additional Target Units, or, if the number of Earned Units has by then been determined, with additional Earned Units, having a value equal to declared dividends, if any, with record dates that occur prior to the settlement of any Earned Units as if such Target Units or Earned Units, as the case may be, had been actual shares of Common Stock, based on the Fair Market Value of a share of Common Stock on the applicable dividend payment date. Any such additional Target Units or Earned Units shall be considered Target Units or Earned Units, as the case may be, under this Agreement and shall also be credited with additional Target Units or Earned Units as dividends, if any, are declared, and shall be subject to the same restrictions and conditions (including the risk of forfeiture) as the Target Units or Earned Units with respect to which they were credited. Notwithstanding the foregoing, no such additional Target Units or Earned Units will be credited with respect to any dividend in connection with any adjustment pursuant to Section 12(d) of the Plan. Any such reinvestment of dividends shall be subject to the Plan.
17.	Change in Control:	Notwithstanding anything to the contrary in this Agreement, the Target Units shall be subject to acceleration of vesting upon a Change in Control as provided with respect to Deferred Stock Units under Section 12(a)(3) of the Plan, and shall be settled as if pursuant to Paragraph 14 of this Agreement. Without limiting the generality of the foregoing, if a Change in Control occurs during the Performance Period, the number of Earned Units under this Agreement will be deemed equal to 100% of the Target Number of Units immediately prior to the Change in Control.

2

18.	Taxes:	(a)	General. You are ultimately liable and responsible for all taxes owed by you in connection with your award under this agreement, regardless of any action the Company takes or any transaction pursuant to this Paragraph 18 with respect to any tax withholding obligations that arise in connection with such award. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of Target Units or Earned Units or the subsequent issuance or sale of any Shares underlying this award. The Company does not commit and is under no obligation to structure this Agreement to reduce or eliminate your tax liability.
		(b)	Taxes. You will be subject to federal and state income and other tax withholding requirements on a date determined by applicable law (any such date, the “Taxable Date”). You will be solely responsible for the payment of all U.S. federal income and other taxes, including any state, local or non-U.S. income or employment tax obligation that may be related to the Shares, including any such taxes that are required to be withheld and paid over to the applicable tax authorities (the “Tax Withholding Obligation”). You will be responsible for the satisfaction of such Tax Withholding Obligation in a manner acceptable to the Company in its sole discretion, including through payroll withholding.
		(c)	(i) By Sale of Shares. Your acceptance of this Agreement constitutes your instruction and authorization to the Company and any brokerage firm determined acceptable to the Company for such purpose to sell on your behalf a whole number of shares from those Shares issuable to you as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligation, and to transfer the proceeds from the sale of such Shares from your securities account established with the brokerage service provider for the settlement of your Earned Units to any account held in the name of the Company. Such Shares will be sold on the Taxable Date or as soon thereafter as practicable. You will be responsible for all brokers’ fees and other costs of sale, which fees and costs may be deducted from the proceeds of the foregoing sale of Shares, and you agree to indemnify and hold the Company and any brokerage firm selling such Shares harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed your Tax Withholding Obligation, such excess cash will be deposited into the securities account established with the brokerage service provider for the settlement of your Earned Units. Such Shares will be sold through the broker at market prices; however the price you receive will reflect a weighted average sales price based on the sales price of Shares on behalf of you and others for whom the designated broker may be selling shares on the relevant day(s), and you acknowledge that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy your Tax Withholding.
			(ii) Obligation. Accordingly, you agree to pay to the Company as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares described above. Unless otherwise authorized by the Administrator in its sole discretion, the sale of Shares may be one method used by the Company to satisfy the applicable Tax Withholding Obligation, and accordingly you represent and warrant to the Company as follows:
			A.	You are accepting this Agreement during a permitted trading period, and at the time of accepting this Agreement you are not aware of any Material Nonpublic Information (as defined in the Company’s Corporate Legal Insider Trading and Tipping Policy) concerning the Company.
			B.	You will not exercise any subsequent influence over the amount of Shares to be sold hereunder to generate funds for the Tax Withholding Obligation or the price, date or time of such sale.
			C.	You are entering into this Agreement in good faith and have a bona fide intention to carry out the terms of this Agreement, and you will not enter into or alter a corresponding or hedging transaction or position with respect to the Shares.
			(iii) By Share Withholding. If so elected in the sole discretion of the Administrator, then in lieu of a market sale pursuant to Paragraph 18(c)(i) you authorize the Company to withhold from the Shares issuable to you the whole number of shares with a value equal to the Fair Market Value of the Shares on the Taxable Date or the first trading day before the Taxable Date, sufficient to satisfy the applicable Tax Withholding Obligation. You acknowledge that the withheld shares may not be sufficient to satisfy your Tax Withholding Obligation. Accordingly, you agree to pay to the Company as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the withholding of Shares described above.
19.	Electronic Delivery:		The Company may, in its sole discretion, decide to deliver any documents related to any awards granted under the Plan by electronic means or to request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, and such consent shall remain in effect throughout your term of employment or service with the Company and thereafter until withdrawn in writing by you.

3

20.	Miscellaneous:	(a)	This Agreement shall not confer upon you any right to continue as an employee, or otherwise in the service of, the Company or any Affiliate, nor shall this Agreement interfere in any way with the Company’s or such Affiliate’s right to terminate your employment or service at any time.
		(b)	Without limiting the generality of Paragraph 20(a) above, this Agreement and the Plan may be amended without your consent to the extent provided in Section 19 of the Plan.
		(c)	This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or stock exchanges as may be required. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by you or other subsequent transfers by you of any shares of Common Stock issued as a result of or under this Agreement, including without limitation (i) restrictions under an insider trading policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act of 1933, as amended, covering the Target Units and (iii) restrictions as to the use of a specified brokerage firm or other agent for such resales or other transfers. Any sale of shares of Common Stock issued pursuant to this Agreement must also comply with other applicable laws and regulations governing the sale of such shares.
		(d)	To the extent not preempted by U.S. federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.
		(e)	Any question concerning the interpretation of this Agreement or the Plan, any adjustments required to be made under the Plan, and any controversy that may arise under the Plan or this Agreement shall be determined by the Administrator (including any person(s) to whom the Administrator has delegated its authority) in its sole and absolute discretion. Such decision by the Administrator shall be final and binding.
21.	Language:	This Agreement and the related documents are drawn up in English at the express wish of the parties.
22.	Signatures:	By the signatures below, you and the authorized representative of the Company acknowledge agreement to this Performance Unit Award Agreement as of the Grant Date specified above. FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
		Mark S. Thompson President and CEO

4

APPENDIX A

ILLUSTRATION OF RELATIVE RETURN FACTOR AND RESULTING NUMBER OF EARNED UNITS

Percentage Point Difference of Company TSR Over/Under Benchmark Index Total Return			Relative Return Factor			Earned Units (Per 1,000 Target Units)
	25	%		150	%		1,500
	24	%		148	%		1,480
	23	%		146	%		1,460
	22	%		144	%		1,440
	21	%		142	%		1,420
	20	%		140	%		1,400
	19	%		138	%		1,380
	18	%		136	%		1,360
	17	%		134	%		1,340
	16	%		132	%		1,320
	15	%		130	%		1,300
	14	%		128	%		1,280
	13	%		126	%		1,260
	12	%		124	%		1,240
	11	%		122	%		1,220
	10	%		120	%		1,200
	9	%		118	%		1,180
	8	%		116	%		1,160
	7	%		114	%		1,140
	6	%		112	%		1,120
	5	%		110	%		1,100
	4	%		108	%		1,080
	3	%		106	%		1,060
	2	%		104	%		1,040
	1	%		102	%		1,020
	0	%		100	%		1,000
	-1	%		98	%		980
	-2	%		96	%		960
	-3	%		94	%		940
	-4	%		92	%		920
	-5	%		90	%		900
	-6	%		88	%		880
	-7	%		86	%		860
	-8	%		84	%		840
	-9	%		82	%		820
	-10	%		80	%		800
	-11	%		78	%		780
	-12	%		76	%		760
	-13	%		74	%		740
	-14	%		72	%		720
	-15	%		70	%		700
	-16	%		68	%		680
	-17	%		66	%		660
	-18	%		64	%		640
	-19	%		62	%		620
	-20	%		60	%		600
	-21	%		58	%		580
	-22	%		56	%		560
	-23	%		54	%		540
	-24	%		52	%		520
	-25	%		50	%		500
	-26	%		0	%		0	=

5

EX-31.01

Exhibit 31.01

CERTIFICATION

I, Mark S. Thompson, certify that:

1. I have reviewed this annual report on Form 10-Q of Fairchild Semiconductor International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2015	By:	/s/ Mark S. Thompson
	Mark S. Thompson
	Chairman, President, and Chief Executive Officer

EX-31.02

Exhibit 31.02

CERTIFICATION

I, Mark S. Frey, certify that:

1. I have reviewed this annual report on Form 10-Q of Fairchild Semiconductor International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2015	By:	/s/ Mark S. Frey
	Mark S. Frey
	Executive Vice President, Chief Financial Officer and Treasurer

EX-32.01

Exhibit 32.01

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Fairchild Semiconductor International, Inc. (the “company”) on Form 10-Q for the period ended March 29, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark S. Thompson, Chief Executive Officer of the company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the company.

/s/ Mark S. Thompson

Mark S. Thompson

Chairman, President, and Chief Executive Officer

May 7, 2015

EX-32.02

Exhibit 32.02

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Fairchild Semiconductor International, Inc. (the “company”) on Form 10-Q for the period ended March 29, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark S. Frey, Chief Financial Officer of the company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the company.

/s/ Mark S. Frey

Mark S. Frey

Executive Vice President, Chief Financial Officer and Treasurer

May 7, 2015

XML

Schedule of Inventories, Net (Detail) (USD $) In Millions, unless otherwise specified	Mar. 29, 2015	Dec. 28, 2014
Inventory [Line Items]
Raw materials	$ 39.9	$ 44.0
Work in process	142.8	141.4
Finished goods	83.3	79.5
Total inventories, net	$ 266.0	$ 264.9

XML

Schedule of Selected Operating Segment Financial Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 29, 2015	Mar. 30, 2014
Segment Reporting Information [Line Items]
Restructuring, impairments, and other costs	$ (4.7)	$ (6.1)
Selling, general and administrative expense	(52.7)	(55.5)
Charge for litigation		(4.4)
Corporate research and development expense	(41.7)	(41.1)
Revenue	355.7	344.1
Operating income	6.2	(7.1)
Other expense, net	1.2	1.1
Income (loss) before income taxes	5.0	(8.2)
Corporate
Segment Reporting Information [Line Items]
Restructuring, impairments, and other costs	(4.7)	(6.1)
Accelerated depreciation on assets related to factory closure	(4.5)
Selling, general and administrative expense	(46.6)	(48.8)
Charge for litigation		(4.4)
Corporate research and development expense	(3.5)	(2.4)
SPS | Operating Segments
Segment Reporting Information [Line Items]
Revenue	211.2	203.4
Operating income	42.8	37.1
APSS | Operating Segments
Segment Reporting Information [Line Items]
Revenue	96.3	95.2
Operating income	11.5	8.4
SPG | Operating Segments
Segment Reporting Information [Line Items]
Revenue	48.2	45.5
Operating income	$ 11.2	$ 9.1

XML

Indebtedness - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 29, 2015	Sep. 26, 2014
Foreign Subsidiary
Debt Instrument [Line Items]
Credit facility borrowing capacity amount	$ 4.0
Senior Secured Revolving Credit Facility
Debt Instrument [Line Items]
Credit facility borrowing capacity amount		400.0
Revolving credit facility, expiration period	5 years
Borrowing from revolving credit facility	200.0
Aggregate principal amount under incremental credit facilities	300.0
Credit Facility, remained available amount	199.4
Senior Secured Revolving Credit Facility | Standby letters of credit
Debt Instrument [Line Items]
Credit facility borrowing capacity amount		50.0
Senior Secured Revolving Credit Facility | Swing line loans
Debt Instrument [Line Items]
Credit facility borrowing capacity amount		20.0
Other Credit Facility
Debt Instrument [Line Items]
Letter of credit outstanding amount	$ 0.4

XML

Schedule of Estimated Amortization Expense for Intangible Assets (Detail) (USD $) In Millions, unless otherwise specified	Mar. 29, 2015
Estimated Amortization Expense:
Remaining Fiscal 2015	$ 7.0
Fiscal 2016	8.1
Fiscal 2017	5.4
Fiscal 2018	4.1
Fiscal 2019	$ 4.0

XML

Schedule of Available for Sale Securities by Contractual Maturity (Detail) (USD $) In Millions, unless otherwise specified	Mar. 29, 2015
Investments Classified by Contractual Maturity Date [Line Items]
Due in one year or less, Amortized Cost	$ 0.2
Due after one year through five years, Amortized Cost	0.7
Due after five years, Amortized Cost	1.1
Total available for sale securities, Amortized Cost	2.0
Due in one year or less, Fair Value	0.2
Due after one year through five years, Fair Value	0.8
Due after five years, Fair Value	1.2
Total available for sale securities, Fair Value	$ 2.2

XML

Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 29, 2015

Schedule of Carrying Value of Goodwill by Operating Segment

The following table presents the carrying amount of goodwill by operating segment:

	SPS		APSS			SPG		Total
	(In millions)
Balance at December 28, 2014	$	105.1	$	103.0		$	1.1	$	209.2
Impairment loss		—		(0.6	)		—		(0.6	)
Foreign exchange impact		—		(4.0	)		—		(4.0	)
Balance at March 29, 2015	$	105.1	$	98.4		$	1.1	$	204.6

Summary of Acquired Intangible Assets

The following table presents a summary of acquired intangible assets.

			As of March 29, 2015					As of December 28, 2014
	Period of Amortization		Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
			(In millions)
Identifiable intangible assets:
Developed technology		8 - 10 years	$	260.3	$	(245.9	)	$	261.4	$	(245.3	)
Customer base		6 - 10 years		85.7		(78.2	)		86.1		(77.4	)
Core technology		10 - 15 years		15.7		(6.6	)		15.7		(6.3	)
In-process R&D		3 - 10 years		3.2		(0.8	)		3.3		(0.7	)
Trademarks and trade names		5 years		0.5		(0.1	)		0.5		(0.1	)
Subtotal				365.4		(331.6	)		367.0		(329.8	)
Goodwill				204.6		—			209.2		—
Total identifiable intangible assets			$	570.0	$	(331.6	)	$	576.2	$	(329.8	)

Schedule of Estimated Amortization Expense for Intangible Assets

The estimated amortization expense for intangible assets for each of the five succeeding fiscal years is as follows:

Estimated Amortization Expense:	(In millions)
Remaining Fiscal 2015		7.0
Fiscal 2016		8.1
Fiscal 2017		5.4
Fiscal 2018		4.1
Fiscal 2019		4.0

XML

Common Stock Repurchases - Additional Information (Detail) (Share Repurchase Program, USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended
	Mar. 29, 2015	May 07, 2014	Dec. 29, 2013
Share Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Common stock repurchases, number of shares authorized for repurchases		100,000,000	100,000,000
Common stock repurchases, number of shares repurchased during the period	2,262,880
Common stock repurchases, value of shares repurchased during the period	$ 39.2
Common stock repurchases, average purchase price	$ 17.32

XML

Schedule of Other Expense Net (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 29, 2015	Mar. 30, 2014
Components of Other Income (Expense) [Line Items]
Interest expense	$ 1.3	$ 1.3
Interest income	(0.2)	(0.2)
Other, net	0.1
Other expense, net	$ 1.2	$ 1.1

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Schedule of Derivatives not Designated as Hedging Instruments (Detail) (Not Designated as Hedging Instrument, USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 29, 2015	Dec. 28, 2014
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	$ 28.7	$ 28.6
Fair Value	(0.1)	0.1
Amount of Gain (Loss) Recognized In Income	(0.3)
Foreign Exchange Contracts | Revenue
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized In Income	0.1
Foreign Exchange Contracts | Expenses
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized In Income	(0.4)
Foreign Exchange Contracts | Current Assets
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	5.7	8.5
Fair Value		0.1
Foreign Exchange Contracts | Current Liabilities
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	23.0	20.1
Fair Value	$ (0.1)

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Summary of Restructuring and Impairment Costs (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 29, 2015
Restructuring Cost and Reserve [Line Items]
Accrual Balance, Beginning balance	$ 30.2
Restructuring Charges	1.9
Other Charges	3.0
Reserve Release	(0.2)
Cash Paid	(4.6)
Non-Cash Items	(0.8)
Accrual Balance, Ending balance	29.5
2014 Infrastructure Realignment Program | Employee Separation Costs
Restructuring Cost and Reserve [Line Items]
Accrual Balance, Beginning balance	28.7
Restructuring Charges	2.2
Reserve Release	(0.2)
Cash Paid	(2.1)
Non-Cash Items	(0.6)
Accrual Balance, Ending balance	28.0
2014 Infrastructure Realignment Program | Asset Impairments Costs
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	(0.5)
Cash Paid	0.5
2014 Infrastructure Realignment Program | Factory Closure Costs
Restructuring Cost and Reserve [Line Items]
Accrual Balance, Beginning balance	0.4
Restructuring Charges	0.2
Non-Cash Items	(0.2)
Accrual Balance, Ending balance	0.4
2014 Infrastructure Realignment Program | Qualification Costs
Restructuring Cost and Reserve [Line Items]
Accrual Balance, Beginning balance	1.1
Other Charges	3.0
Cash Paid	(3.0)
Accrual Balance, Ending balance	$ 1.1

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Schedule of Indebtedness (Detail) (USD $) In Millions, unless otherwise specified	Mar. 29, 2015	Dec. 28, 2014
Debt Instrument [Line Items]
Revolving credit facility borrowings	$ 200.0	$ 200.0
Other debt	0.1	0.1
Total debt	$ 200.1	$ 200.1

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Fair Value Measurements

3 Months Ended

Mar. 29, 2015

Fair Value Measurements

Note 2 – Fair Value Measurements

The assets and liabilities measured at fair value on a recurring basis include securities and derivatives. Financial instruments classified as Level 1 are securities traded on an active exchange as well as U.S. Treasury, and other U.S. government and agency-backed securities that are traded by dealers or brokers in active over-the-counter markets. The fair value of securities is based on quoted market prices at the date of measurement.

All of our derivatives are traded in over-the-counter markets where quoted market prices are not readily available. For those derivatives, we measured fair value using prices obtained from the counter-parties with whom we have traded. The counter-parties price the derivatives based on models that use primarily market observable inputs, such as yield curves and option volatilities. Accordingly, the fair value of these assets are categorized as Level 2 within the fair value hierarchy.

We do not have any financial instruments categorized as Level 3.

The tables below present information about our assets and liabilities that are regularly measured and carried at fair value and indicate the level within the fair value hierarchy of the valuation techniques we utilized to determine such fair value:

	As of March 29, 2015
	Total			Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	(In millions)
Derivative contract assets	$	3.7		$	—	$	3.7		$	—
Derivative contract liabilities		(4.1	)		—		(4.1	)		—
Total derivative contracts	$	(0.4	)	$	—	$	(0.4	)	$	—
Marketable securities	$	2.2		$	2.2	$	—		$	—
	As of December 28, 2014
	Total			Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	(In millions)
Derivative contract assets	$	2.8		$	—	$	2.8		$	—
Derivative contract liabilities		(5.5	)		—		(5.5	)		—
Total derivative contracts	$	(2.7	)	$	—	$	(2.7	)	$	—
Marketable securities	$	2.3		$	2.3	$	—		$	—

The fair values of our debt instruments, which are Level 2 liabilities, are carried at amortized cost. The carrying amount of the revolving credit facility is considered to approximate fair value as the interest rate on the loan is in line with current market rates. Please refer to Note 8 Indebtedness for further information about the revolving credit facility.

	As of March 29, 2015				As of December 28, 2014
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(In millions)
Long-term debt:
Revolving credit facility	$	200.0	$	200.0	$	200.0	$	200.0

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Goodwill and Intangible Assets - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 29, 2015	Dec. 28, 2014
Goodwill and Intangible Assets Disclosure [Line Items]
Goodwill impairment loss	$ 0.6	$ 0
Minimum
Goodwill and Intangible Assets Disclosure [Line Items]
Discount rates utilized in discounted cash flows	11.50%
Maximum
Goodwill and Intangible Assets Disclosure [Line Items]
Discount rates utilized in discounted cash flows	14.00%

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Operating Segments and Geographic Information (Tables)

3 Months Ended

Mar. 29, 2015

Schedule of Selected Operating Segment Financial Information

The following table presents selected statement of operations information on reportable segments for the three months ended March 29, 2015 and March 30, 2014.

	Three Months Ended
	March 29, 2015			March 30, 2014
	(In millions)
Revenue and operating income:
SPS
Total revenue	$	211.2		$	203.4
Operating income		42.8			37.1
APSS
Total revenue		96.3			95.2
Operating income		11.5			8.4
SPG
Total revenue		48.2			45.5
Operating income		11.2			9.1
Corporate
Restructuring, impairments, and other costs		(4.7	)		(6.1	)
Accelerated depreciation on assets related to factory closure		(4.5	)		—
Selling, general and administrative expense		(46.6	)		(48.8	)
Charge for litigation		—			(4.4	)
Corporate research and development expense		(3.5	)		(2.4	)
Total consolidated
Total revenue	$	355.7		$	344.1
Operating income (loss)	$	6.2		$	(7.1	)
Other expense, net	$	1.2		$	1.1
Income (loss) before income taxes	$	5.0		$	(8.2	)

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Net Income (Loss) Per Share (Tables)

3 Months Ended

Mar. 29, 2015

Basic and Diluted Net Income (loss) per share

Basic and diluted net income (loss) per share are calculated as follows:

	Three Months Ended
	March 29, 2015		March 30, 2014
	(In millions, except per share data)
Net income (loss)	$	1.1	$	(9.3	)
Weighted average number of common shares outstanding – basic		117.3		125.4
Effect of dilutive securities:
Stock options and restricted stock units		2.7		—
Weighted average number of common shares outstanding – diluted		120.0		125.4
Basic net income (loss) per share	$	0.01	$	(0.07	)
Diluted net income (loss) per share	$	0.01	$	(0.07	)
Anti-dilutive common stock equivalents		0.5		3.1

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Schedule of Carrying Value of Goodwill by Operating Segment (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 29, 2015	Dec. 28, 2014
Goodwill [Line Items]
Balance at December 28, 2014	$ 209.2
Impairment loss	(0.6)	0
Foreign exchange impact	(4.0)
Balance at March 29, 2015	204.6	209.2
SPS
Goodwill [Line Items]
Balance at March 29, 2015	105.1	105.1
APSS
Goodwill [Line Items]
Balance at December 28, 2014	103.0
Impairment loss	(0.6)
Foreign exchange impact	(4.0)
Balance at March 29, 2015	98.4
SPG
Goodwill [Line Items]
Balance at March 29, 2015	$ 1.1	$ 1.1

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Schedule of Fair Value of Assets and Liabilities (Detail) (USD $) In Millions, unless otherwise specified	Mar. 29, 2015	Dec. 28, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	$ 2.2
Fair Value Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative contract assets	3.7	2.8
Derivative contract liabilities	(4.1)	(5.5)
Total derivative contracts	(0.4)	(2.7)
Marketable securities	2.2	2.3
Fair Value Measurements, Recurring | Fair Value, Quoted Prices In Active Markets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	2.2	2.3
Fair Value Measurements, Recurring | Fair Value, Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative contract assets	3.7	2.8
Derivative contract liabilities	(4.1)	(5.5)
Total derivative contracts	$ (0.4)	$ (2.7)

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Fair Value of Long Term Debt (Detail) (USD $) In Millions, unless otherwise specified	Mar. 29, 2015	Dec. 28, 2014
Debt Instrument [Line Items]
Revolving credit facility, Carrying Amount	$ 200.0	$ 200.0
Fair Value, Significant Other Observable Inputs (Level 2)
Debt Instrument [Line Items]
Revolving credit facility, Estimated Fair Value	$ 200.0	$ 200.0

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Basis of Presentation

3 Months Ended

Mar. 29, 2015

Basis of Presentation

NOTE 1 – Basis of Presentation

The accompanying interim consolidated financial statements of Fairchild Semiconductor International, Inc. (“Fairchild International”, “we”, “our” or “ the company”) have been prepared in conformity with accounting principles generally accepted in the United States of America, consistent in all material respects with those applied in our Annual Report on Form 10-K for the year ended December 28, 2014. The interim financial information is unaudited, but reflects all normal adjustments, which are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. The financial statements should be read in conjunction with the financial statements in our Annual Report on Form 10-K for the year ended December 28, 2014. Our accounting policies are described in the “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K and updated, as necessary, in Form 10-Q. The results for the interim periods are not necessarily indicative of the results of operations that may be expected for the full year.

Our fiscal calendar, in which each quarter ends on a Sunday, contains 53 weeks every seven years compared to the usual 52 weeks. This additional week is included in the first quarter of the year. Our results for the three months ended March 29, 2015 and March 30, 2014 both consisted of 13 weeks.

We changed our reportable segments effective in the first quarter of fiscal year 2015 to better reflect the way we currently manage the business. All periods presented have been revised accordingly to reflect the new reportable segments. Please refer to Note 12 Segments and Geographic Information for further details.

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (U.S. GAAP) requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable, inventories, goodwill, investments, intangible assets and other long-lived assets, business combinations, loss contingencies, and assumptions used in the calculation of income taxes, valuation of deferred tax assets, and customer incentives, among others. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity, and foreign currency markets, and declines in consumer spending have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

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Summary of Securities (Detail) (USD $) In Millions, unless otherwise specified	Mar. 29, 2015	Dec. 28, 2014
Schedule of Fair Value of Separate Accounts by Major Category of Investment [Line Items]
Fair Value	$ 2.2
Short-Term Available for Sale
Schedule of Fair Value of Separate Accounts by Major Category of Investment [Line Items]
Amortized Cost	0.2	0.1
Gross Unrealized Losses	0	0
Fair Value	0.2	0.1
Short-Term Available for Sale | U.S. Treasury Securities and Obligations of U.S. Government Agencies
Schedule of Fair Value of Separate Accounts by Major Category of Investment [Line Items]
Amortized Cost	0.2	0.1
Gross Unrealized Losses	0	0
Fair Value	0.2	0.1
Long-Term Available for Sale
Schedule of Fair Value of Separate Accounts by Major Category of Investment [Line Items]
Amortized Cost	1.8	2.0
Gross Unrealized Gains	0.2	0.2
Gross Unrealized Losses	0	0
Fair Value	2.0	2.2
Long-Term Available for Sale | U.S. Treasury Securities and Obligations of U.S. Government Agencies
Schedule of Fair Value of Separate Accounts by Major Category of Investment [Line Items]
Amortized Cost	1.7	1.8
Gross Unrealized Gains	0.2	0.2
Gross Unrealized Losses	0	0
Fair Value	1.9	2.0
Long-Term Available for Sale | Corporate Debt Securities
Schedule of Fair Value of Separate Accounts by Major Category of Investment [Line Items]
Amortized Cost	0.1	0.2
Gross Unrealized Losses	0	0
Fair Value	$ 0.1	$ 0.2

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Schedule of Property Plant and Equipment (Detail) (USD $) In Millions, unless otherwise specified	Mar. 29, 2015	Dec. 28, 2014
Property, Plant and Equipment [Line Items]
Land and improvements	$ 19.8	$ 19.8
Buildings and improvements	399.6	397.5
Machinery and equipment	1,895.4	1,902.4
Construction in progress	48.3	52.1
Total property, plant and equipment	2,363.1	2,371.8
Less accumulated depreciation	1,757.2	1,744.1
Total property, plant, and equipment, net	$ 605.9	$ 627.7

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Schedule of Computation of Basic and Diluted Net Income Per Share (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 29, 2015	Mar. 30, 2014
Earnings Per Share Disclosure [Line Items]
Net income (loss)	$ 1.1	$ (9.3)
Weighted average number of common shares outstanding - basic	117.3	125.4
Stock options and restricted stock units	$ 2.7
Weighted average number of common shares outstanding - diluted	120.0	125.4
Basic net income (loss) per share	$ 0.01	$ (0.07)
Diluted net income (loss) per share	$ 0.01	$ (0.07)
Anti-dilutive common stock equivalents	0.5	3.1

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Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Mar. 29, 2015	Dec. 28, 2014
Current assets:
Cash and cash equivalents	$ 277.7	$ 352.9
Short-term marketable securities	0.2	0.1
Accounts receivable, net of allowances of $30.1 and $32.0 at March 29, 2015 and December 28, 2014, respectively	161.9	124.0
Inventories, net	266.0	264.9
Deferred income taxes, net of allowances	13.4	13.2
Other current assets	35.9	30.2
Total current assets	755.1	785.3
Property, plant and equipment, net	605.9	627.7
Deferred income taxes, net of allowances	5.3	5.3
Intangible assets, net	33.8	37.2
Goodwill	204.6	209.2
Long-term marketable securities	2.0	2.2
Other assets	23.2	25.2
Total assets	1,629.9	1,692.1
Current liabilities:
Accounts payable	107.8	106.2
Accrued expenses and other current liabilities	107.4	129.6
Total current liabilities	215.2	235.8
Long-term debt	200.1	200.1
Deferred income taxes	34.2	34.2
Other liabilities	24.7	23.9
Total liabilities	474.2	494.0
Commitments and contingencies
Temporary equity - deferred stock units	4.3	4.0
Stockholders' equity:
Common stock	1.4	1.4
Additional paid-in capital	1,540.7	1,542.5
Accumulated deficit	(46.5)	(47.6)
Accumulated other comprehensive income (loss)	(13.1)	(10.3)
Treasury stock, at cost	(331.1)	(291.9)
Total stockholders' equity	1,151.4	1,194.1
Total liabilities, temporary equity and stockholders' equity	$ 1,629.9	$ 1,692.1

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Summary of Acquired Intangible Assets (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 29, 2015	Dec. 28, 2014
Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets, Gross Carrying Amount	$ 365.4	$ 367.0
Goodwill	204.6	209.2
Identifiable intangible assets, Accumulated Amortization	(331.6)	(329.8)
Identifiable intangible assets, including goodwill, Gross Carrying Amount	570.0	576.2
Developed Technology
Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets, Gross Carrying Amount	260.3	261.4
Identifiable intangible assets, Accumulated Amortization	(245.9)	(245.3)
Developed Technology | Minimum
Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets, Period of Amortization	8 years
Developed Technology | Maximum
Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets, Period of Amortization	10 years
Customer Base
Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets, Gross Carrying Amount	85.7	86.1
Identifiable intangible assets, Accumulated Amortization	(78.2)	(77.4)
Customer Base | Minimum
Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets, Period of Amortization	6 years
Customer Base | Maximum
Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets, Period of Amortization	10 years
Core Technology
Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets, Gross Carrying Amount	15.7	15.7
Identifiable intangible assets, Accumulated Amortization	(6.6)	(6.3)
Core Technology | Minimum
Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets, Period of Amortization	10 years
Core Technology | Maximum
Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets, Period of Amortization	15 years
In Process R&D
Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets, Gross Carrying Amount	3.2	3.3
Identifiable intangible assets, Accumulated Amortization	(0.8)	(0.7)
In Process R&D | Minimum
Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets, Period of Amortization	3 years
In Process R&D | Maximum
Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets, Period of Amortization	10 years
Trademarks and trade names
Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets, Period of Amortization	5 years
Identifiable intangible assets, Gross Carrying Amount	0.5	0.5
Identifiable intangible assets, Accumulated Amortization	$ (0.1)	$ (0.1)

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Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 29, 2015		Mar. 30, 2014
Net amount reclassified to earnings for hedging	$ 0.1	[1]	$ (1.7)	[1]
Revenue
Net amount reclassified to earnings for hedging	2.2		0.5
Cost of Sales
Net amount reclassified to earnings for hedging	(1.7)		(1.6)
Selling, General and Administrative Expenses
Net amount reclassified to earnings for hedging			(0.6)
Research and Development Expense
Net amount reclassified to earnings for hedging	$ (0.4)

[1] Three Months Ended March 29, 2015 March 30, 2014 (1) Net amount reclassified for cash flow hedges included in total revenue $ 2.2 $ 0.5 Net amount reclassified for cash flow hedges included in cost of sales (1.7 ) (1.6 ) Net amount reclassified for cash flow hedges included in selling, general and administrative - (0.6 ) Net amount reclassified for cash flow hedges included in research and development (0.4 ) - Total net amount reclassified to earnings for hedging $ 0.1 $ (1.7 )

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Schedule of Derivatives Designated as Hedging Instruments (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended			12 Months Ended
	Mar. 29, 2015		Mar. 30, 2014	Dec. 28, 2014
Foreign Exchange Contracts
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized In AOCI	$ (0.3)	[1]
Designated as Hedging Instrument
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized In Income	0.1		2.1
Amount of Gain (Loss) Reclassified from AOCI	0.1		2.1
Designated as Hedging Instrument | Foreign Exchange Contracts | Revenue
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized In Income	2.2		0.1
Amount of Gain (Loss) Reclassified from AOCI	2.2		0.1
Designated as Hedging Instrument | Foreign Exchange Contracts | Expenses
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized In Income	(2.1)		2.0
Amount of Gain (Loss) Reclassified from AOCI	(2.1)		2.0
Designated as Hedging Instrument | Cash Flow Hedging
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	236.8			262.2
Fair Value	(0.3)			(2.8)
Amount of Gain (Loss) Recognized In AOCI	(0.3)			(2.8)
Designated as Hedging Instrument | Cash Flow Hedging | Derivatives For Forecasted Revenues | Current Assets
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	54.4			43.3
Fair Value	3.6			2.7
Amount of Gain (Loss) Recognized In AOCI	3.6			2.7
Designated as Hedging Instrument | Cash Flow Hedging | Derivatives For Forecasted Expenses | Current Assets
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	50.5			13.7
Fair Value	0.1
Amount of Gain (Loss) Recognized In AOCI	0.1
Designated as Hedging Instrument | Cash Flow Hedging | Derivatives For Forecasted Expenses | Current Liabilities
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	131.9			205.2
Fair Value	(4.0)			(5.5)
Amount of Gain (Loss) Recognized In AOCI	$ (4.0)			$ (5.5)

[1] This amount is inclusive of both realized and unrealized gains and losses recognized in OCI.

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Marketable Securities (Tables)

3 Months Ended

Mar. 29, 2015

Summary of Securities

Our marketable securities are categorized as available-for-sale and are summarized as follows:

	As of March 29, 2015
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In millions)
U.S. Treasury securities and obligations of U.S. government agencies	$	0.2	$	—	$	—	$	0.2
Total short-term marketable securities	$	0.2	$	—	$	—	$	0.2
U.S. Treasury securities and obligations of U.S. government agencies	$	1.7	$	0.2	$	—	$	1.9
Corporate debt securities		0.1		—		—		0.1
Total long-term marketable securities	$	1.8	$	0.2	$	—	$	2.0
	As of December 28, 2014
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In millions)
U.S. Treasury securities and obligations of U.S. government agencies	$	0.1	$	—	$	—	$	0.1
Total short-term marketable securities	$	0.1	$	—	$	—	$	0.1
U.S. Treasury securities and obligations of U.S. government agencies	$	1.8	$	0.2	$	—	$	2.0
Corporate debt securities		0.2		—		—		0.2
Total long-term marketable securities	$	2.0	$	0.2	$	—	$	2.2

Schedule of Available-for-Sale Securities by Contractual Maturity

The amortized cost and estimated fair value of our marketable securities available-for-sale by contractual maturity are summarized as follows:

	As of March 29, 2015
	Amortized Cost		Fair Value
	(In millions)
Due in one year or less	$	0.2	$	0.2
Due after one year through five years		0.7		0.8
Due after five years		1.1		1.2
	$	2.0	$	2.2

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Schedule of Gain Loss Recognized in OCI for Derivative Instruments (Detail) (Foreign Exchange Contracts, USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 29, 2015
Foreign Exchange Contracts
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) Recognized in OCI for Derivative Instruments	$ (0.3)	[1]

[1] This amount is inclusive of both realized and unrealized gains and losses recognized in OCI.

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Financial Statement Details (Tables)

3 Months Ended

Mar. 29, 2015

Schedule of Inventories, Net

	As of
	March 29, 2015		December 28, 2014
	(In millions)
Inventories, net
Raw materials	$	39.9	$	44.0
Work in process		142.8		141.4
Finished goods		83.3		79.5
Total inventories, net	$	266.0	$	264.9

Schedule of Property Plant and Equipment

	As of
	March 29, 2015		December 28, 2014
	(In millions)
Property, plant and equipment
Land and improvements	$	19.8	$	19.8
Buildings and improvements		399.6		397.5
Machinery and equipment		1,895.4		1,902.4
Construction in progress		48.3		52.1
Total property, plant and equipment		2,363.1		2,371.8
Less accumulated depreciation		1,757.2		1,744.1
Total property, plant, and equipment, net	$	605.9	$	627.7

Schedule of Accrued Expenses and Other Current Liabilities

	As of
	March 29, 2015		December 28, 2014
	(In millions)
Accrued expenses and other current liabilities
Payroll and employee related accruals	$	46.3	$	64.0
Accrued interest		0.3		0.3
Taxes payable		9.6		9.0
Restructuring		29.5		30.2
Other		21.7		26.1
Total accrued expenses and other current liabilities	$	107.4	$	129.6

Schedule of Other Expense, Net

	Three Months Ended
	March 29, 2015			March 30, 2014
	(In millions)
Other expense, net
Interest expense	$	1.3		$	1.3
Interest income		(0.2	)		(0.2	)
Other, net		0.1			—
Other expense, net	$	1.2		$	1.1

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Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 29, 2015	Mar. 30, 2014
Cash flows from operating activities:
Net income (loss)	$ 1.1	$ (9.3)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation and amortization	36.6	36.0
Non-cash stock-based compensation expense	6.8	7.8
Non-cash restructuring and impairments expense		0.6
Non-cash financing expense	0.4	0.3
Non-cash goodwill impairment charge	0.6
(Gain) loss on disposal of property, plant and equipment	(0.5)	0.1
Deferred income taxes, net	(0.2)	3.1
Charge for litigation		4.4
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable, net	(37.9)	(30.1)
Inventories	(1.0)	7.3
Other current assets	(4.9)	5.6
Accounts payable	3.7	7.6
Accrued expenses and other current liabilities	(20.9)	(21.2)
Other assets and liabilities, net	1.6	(3.6)
Net cash provided by (used in) operating activities	(14.6)	8.6
Cash flows from investing activities:
Capital expenditures	(14.4)	(13.7)
Proceeds from the sale of property, plant and equipment, net	1.3
Purchase of molds and tooling	(0.2)	(0.5)
Maturity of marketable securities	0.1
Acquisitions and divestitures, net of cash acquired		(59.8)
Net cash used in investing activities	(13.2)	(74.0)
Cash flows from financing activities:
Proceeds from issuance of stock for share-based compensation arrangements	0.9	0.2
Purchase of treasury stock	(39.2)	(30.6)
Shares withheld for employee taxes	(9.1)	(6.2)
Net cash used in financing activities	(47.4)	(36.6)
Net change in cash and cash equivalents	(75.2)	(102.0)
Cash and cash equivalents at beginning of period	352.9	417.8
Cash and cash equivalents at end of period	$ 277.7	$ 315.8

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Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, unless otherwise specified	Mar. 29, 2015	Dec. 28, 2014
Accounts receivable, allowances	$ 30.1	$ 32.0

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Restructuring, Impairments and Other Costs

3 Months Ended

Mar. 29, 2015

Restructuring, Impairments and Other Costs

Note 10 – Restructuring, Impairments and Other Costs

During the three months ended March 29, 2015 and March 30, 2014, we recorded restructuring, impairment and other costs, net of releases, of $4.7 million and $6.1 million, respectively. The detail of the charges for the three months ended March 29, 2015 is presented in the summary table below.

2014 Infrastructure Realignment Program

The 2014 Infrastructure Realignment Program consists of product line and sales organizational changes, costs associated with streamlining operations creating greater manufacturing flexibility and having a more balanced internal versus external production mix, and other related costs mainly associated with product qualification activities. In 2014, we announced our 2014 Manufacturing Footprint Consolidation Plan. We plan to eliminate our internal 5-inch and significantly reduce 6-inch wafer fabrication lines and rationalize our assembly and test capacity, resulting in the closure of our manufacturing and assembly facilities in West Jordan, Utah and Penang, Malaysia, as well as the remaining 5-inch wafer fabrication lines in Bucheon, South Korea.

In addition to the amounts recorded in the summary below, we expect to incur an additional $1.6 million in restructuring costs and an additional $10.0 million in accelerated depreciation costs to complete this program by the fourth quarter of fiscal year 2015.

	Accrual Balance at December 28, 2014		Restructuring Charges			Other Charges		Reserve Release			Cash Paid			Non-Cash Items			Accrual Balance at March 29, 2015
	(In millions)
2014 Infrastructure Realignment Program:
Employee separation costs	$	28.7	$	2.2		$	—	$	(0.2	)	$	(2.1	)	$	(0.6	)	$	28.0
Asset disposal gain		—		(0.5	)		—		—			0.5			—			—
Factory closure costs		0.4		0.2			—		—			—			(0.2	)		0.4
Qualification costs		1.1		—			3.0		—			(3.0	)		—			1.1
	$	30.2	$	1.9		$	3.0	$	(0.2	)	$	(4.6	)	$	(0.8	)	$	29.5

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Document and Entity Information	3 Months Ended
	Mar. 29, 2015	Apr. 26, 2015
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 29, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Trading Symbol	FCS
Entity Registrant Name	FAIRCHILD SEMICONDUCTOR INTERNATIONAL INC
Entity Central Index Key	0001036960
Current Fiscal Year End Date	--12-28
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		116,432,999

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Net Income (Loss) Per Share

3 Months Ended

Mar. 29, 2015

Net Income (Loss) Per Share

Note 11 – Net Income (Loss) Per Share

Basic and diluted net income (loss) per share are calculated as follows:

	Three Months Ended
	March 29, 2015		March 30, 2014
	(In millions, except per share data)
Net income (loss)	$	1.1	$	(9.3	)
Weighted average number of common shares outstanding – basic		117.3		125.4
Effect of dilutive securities:
Stock options and restricted stock units		2.7		—
Weighted average number of common shares outstanding – diluted		120.0		125.4
Basic net income (loss) per share	$	0.01	$	(0.07	)
Diluted net income (loss) per share	$	0.01	$	(0.07	)
Anti-dilutive common stock equivalents		0.5		3.1

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Consolidated Statements of Operations (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 29, 2015	Mar. 30, 2014
Total revenue	$ 355.7	$ 344.1
Cost of sales	247.7	239.9
Gross margin	108.0	104.2
Gross margin %	30.40%	30.30%
Operating expenses:
Research and development	41.7	41.1
Selling, general and administrative	52.7	55.5
Amortization of acquisition-related intangibles	2.1	4.2
Restructuring, impairments, and other costs	4.7	6.1
Charge for litigation		4.4
Goodwill impairment charge	0.6
Total operating expenses	101.8	111.3
Operating income (loss)	6.2	(7.1)
Other expense, net	1.2	1.1
Income (loss) before income taxes	5.0	(8.2)
Provision for income taxes	3.9	1.1
Net income (loss)	$ 1.1	$ (9.3)
Net income (loss) per common share:
Basic	$ 0.01	$ (0.07)
Diluted	$ 0.01	$ (0.07)
Weighted average common shares:
Basic	117.3	125.4
Diluted	120.0	125.4

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Financial Statement Details

3 Months Ended

Mar. 29, 2015

Financial Statement Details

Note 5 – Financial Statement Details

	As of
	March 29, 2015		December 28, 2014
	(In millions)
Inventories, net
Raw materials	$	39.9	$	44.0
Work in process		142.8		141.4
Finished goods		83.3		79.5
Total inventories, net	$	266.0	$	264.9
	As of
	March 29, 2015		December 28, 2014
	(In millions)
Property, plant and equipment
Land and improvements	$	19.8	$	19.8
Buildings and improvements		399.6		397.5
Machinery and equipment		1,895.4		1,902.4
Construction in progress		48.3		52.1
Total property, plant and equipment		2,363.1		2,371.8
Less accumulated depreciation		1,757.2		1,744.1
Total property, plant, and equipment, net	$	605.9	$	627.7

	As of
	March 29, 2015		December 28, 2014
	(In millions)
Accrued expenses and other current liabilities
Payroll and employee related accruals	$	46.3	$	64.0
Accrued interest		0.3		0.3
Taxes payable		9.6		9.0
Restructuring		29.5		30.2
Other		21.7		26.1
Total accrued expenses and other current liabilities	$	107.4	$	129.6

	Three Months Ended
	March 29, 2015			March 30, 2014
	(In millions)
Other expense, net
Interest expense	$	1.3		$	1.3
Interest income		(0.2	)		(0.2	)
Other, net		0.1			—
Other expense, net	$	1.2		$	1.1

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Derivatives

3 Months Ended

Mar. 29, 2015

Derivatives

Note 4 – Derivatives

We use derivative instruments to manage exposures to changes in foreign currency exchange rates. The fair value of these hedges is recorded on the balance sheet. Please refer to Note 2 Fair Value Measurements for further information about the fair value of derivatives.

Foreign Currency Derivatives. We use currency forwards to hedge a portion of our forecasted foreign exchange denominated revenues and expenses. We monitor our foreign currency exposures in an effort to maximize the overall effectiveness of our foreign currency hedge positions. Our objective for holding derivatives is to minimize the risks using the most effective methods to eliminate or reduce the impacts of these exposures. The maturities of the cash flow hedges are 12 months or less as of March 29, 2015.

Changes in the fair value of derivative instruments related to time value are included in the assessment of hedge effectiveness. Hedge ineffectiveness did not have a material impact on earnings for the three months ended March 29, 2015. No cash flow hedges were derecognized or discontinued in the three months ended March 29, 2015.

Derivative gains and losses included in accumulated other comprehensive income (AOCI) are reclassified into earnings at the time the forecasted transaction is recognized. We estimate that $0.3 million of net unrealized derivative losses included in AOCI will be reclassified into earnings within the next twelve months.

The following tables present derivatives designated as hedging instruments:

	As of March 29, 2015									As of December 28, 2014
	Balance Sheet Classification	Notional Amount		Fair Value			Amount of Gain (Loss) Recognized In AOCI			Balance Sheet Classification	Notional Amount		Fair Value			Amount of Gain (Loss) Recognized In AOCI
	(In millions)									(In millions)
Derivatives in Cash Flow Hedges
Derivatives for forecasted revenues	Current assets	$	54.4	$	3.6		$	3.6		Current assets	$	43.3	$	2.7		$	2.7
Derivatives for forecasted revenues	Current liabilities		—		—			—		Current liabilities		—		—			—
Derivatives for forecasted expenses	Current assets		50.5		0.1			0.1		Current assets		13.7		—			—
Derivatives for forecasted expenses	Current liabilities		131.9		(4.0	)		(4.0	)	Current liabilities		205.2		(5.5	)		(5.5	)
Total foreign exchange contract derivatives, net		$	236.8	$	(0.3	)	$	(0.3	)		$	262.2	$	(2.8	)	$	(2.8	)

	For the Three Months Ended March 29, 2015							For the Three Months Ended March 30, 2014
	Income Statement Classification of Gain (Loss)	Amount of Gain (Loss) Recognized In Income			Amount of Gain (Loss) Reclassified from AOCI			Income Statement Classification of Gain (Loss)	Amount of Gain (Loss) Recognized In Income		Amount of Gain (Loss) Reclassified from AOCI
	(In millions)							(In millions)
Derivatives in Cash Flow Hedges
Foreign exchange contract	Revenue	$	2.2		$	2.2		Revenue	$	0.1	$	0.1
Foreign exchange contract	Expenses		(2.1	)		(2.1	)	Expenses		2.0		2.0
Total foreign exchange contracts		$	0.1		$	0.1			$	2.1	$	2.1

	Gain (Loss) Recognized in OCI for Derivative Instruments (1)
	For the Three Months Ended March 29, 2015
	(In millions)
Foreign exchange contracts	$	(0.3	)

(1) This amount is inclusive of both realized and unrealized gains and losses recognized in OCI.

The following tables present derivatives not designated as hedging instruments.

	As of March 29, 2015						As of December 28, 2014
	Balance Sheet Classification	Notional Amount		Fair Value			Balance Sheet Classification	Notional Amount		Fair Value
	(In millions)						(In millions)
Derivatives Not Designated as Hedging Instruments
Foreign exchange contracts	Current assets	$	5.7	$	—		Current assets	$	8.5	$	0.1
Foreign exchange contracts	Current liabilities		23.0		(0.1	)	Current liabilities		20.1		—
Total foreign exchange contracts, net		$	28.7	$	(0.1	)		$	28.6	$	0.1

	For the Three Months Ended March 29, 2015				For the Three Months Ended March 30, 2014
	Income Statement Classification of Gain (Loss)	Amount of Gain (Loss) Recognized In Income			Income Statement Classification of Gain (Loss)	Amount of Gain (Loss) Recognized In Income
		(In millions)				(In millions)
Derivatives Not Designated as Hedging Instruments
Foreign exchange contracts	Revenue	$	0.1		Revenue	$	—
Foreign exchange contracts	Expenses		(0.4	)	Expenses		—
Net gain (loss) recognized in income		$	(0.3	)		$	—

We net the fair value of all derivative financial instruments with counter-parties for which a master netting arrangement is utilized.

The gross amounts of the derivative assets and liabilities are as follows:

	As of
	March 29, 2015			December 28, 2014
	(In millions)
Gross Assets	$	3.8		$	2.8
Gross Liabilities		(0.1	)		—
Current Assets	$	3.7		$	2.8
Gross Assets	$	—		$	0.1
Gross Liabilities		(4.1	)		(5.6	)
Current Liabilities	$	(4.1	)	$	(5.5	)

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Derivatives (Tables)

3 Months Ended

Mar. 29, 2015

Schedule of Derivatives Designated as Hedging Instruments

The following tables present derivatives designated as hedging instruments:

	As of March 29, 2015									As of December 28, 2014
	Balance Sheet Classification	Notional Amount		Fair Value			Amount of Gain (Loss) Recognized In AOCI			Balance Sheet Classification	Notional Amount		Fair Value			Amount of Gain (Loss) Recognized In AOCI
	(In millions)									(In millions)
Derivatives in Cash Flow Hedges
Derivatives for forecasted revenues	Current assets	$	54.4	$	3.6		$	3.6		Current assets	$	43.3	$	2.7		$	2.7
Derivatives for forecasted revenues	Current liabilities		—		—			—		Current liabilities		—		—			—
Derivatives for forecasted expenses	Current assets		50.5		0.1			0.1		Current assets		13.7		—			—
Derivatives for forecasted expenses	Current liabilities		131.9		(4.0	)		(4.0	)	Current liabilities		205.2		(5.5	)		(5.5	)
Total foreign exchange contract derivatives, net		$	236.8	$	(0.3	)	$	(0.3	)		$	262.2	$	(2.8	)	$	(2.8	)

Schedule of Derivatives Designated as Hedging Instruments - Income Statement

	For the Three Months Ended March 29, 2015							For the Three Months Ended March 30, 2014
	Income Statement Classification of Gain (Loss)	Amount of Gain (Loss) Recognized In Income			Amount of Gain (Loss) Reclassified from AOCI			Income Statement Classification of Gain (Loss)	Amount of Gain (Loss) Recognized In Income		Amount of Gain (Loss) Reclassified from AOCI
	(In millions)							(In millions)
Derivatives in Cash Flow Hedges
Foreign exchange contract	Revenue	$	2.2		$	2.2		Revenue	$	0.1	$	0.1
Foreign exchange contract	Expenses		(2.1	)		(2.1	)	Expenses		2.0		2.0
Total foreign exchange contracts		$	0.1		$	0.1			$	2.1	$	2.1

Schedule of Gain (Loss) Recognized in OCI for Derivative Instruments

	Gain (Loss) Recognized in OCI for Derivative Instruments (1)
	For the Three Months Ended March 29, 2015
	(In millions)
Foreign exchange contracts	$	(0.3	)

(1) This amount is inclusive of both realized and unrealized gains and losses recognized in OCI.

Schedule of Derivatives Not Designated as Hedging Instruments

The following tables present derivatives not designated as hedging instruments.

	As of March 29, 2015						As of December 28, 2014
	Balance Sheet Classification	Notional Amount		Fair Value			Balance Sheet Classification	Notional Amount		Fair Value
	(In millions)						(In millions)
Derivatives Not Designated as Hedging Instruments
Foreign exchange contracts	Current assets	$	5.7	$	—		Current assets	$	8.5	$	0.1
Foreign exchange contracts	Current liabilities		23.0		(0.1	)	Current liabilities		20.1		—
Total foreign exchange contracts, net		$	28.7	$	(0.1	)		$	28.6	$	0.1

	For the Three Months Ended March 29, 2015				For the Three Months Ended March 30, 2014
	Income Statement Classification of Gain (Loss)	Amount of Gain (Loss) Recognized In Income			Income Statement Classification of Gain (Loss)	Amount of Gain (Loss) Recognized In Income
		(In millions)				(In millions)
Derivatives Not Designated as Hedging Instruments
Foreign exchange contracts	Revenue	$	0.1		Revenue	$	—
Foreign exchange contracts	Expenses		(0.4	)	Expenses		—
Net gain (loss) recognized in income		$	(0.3	)		$	—

Gross amounts of Fair Value of All Derivative Financial Instruments with Counterparties for Which Master Netting Arrangement is Utilized

The gross amounts of the derivative assets and liabilities are as follows:

	As of
	March 29, 2015			December 28, 2014
	(In millions)
Gross Assets	$	3.8		$	2.8
Gross Liabilities		(0.1	)		—
Current Assets	$	3.7		$	2.8
Gross Assets	$	—		$	0.1
Gross Liabilities		(4.1	)		(5.6	)
Current Liabilities	$	(4.1	)	$	(5.5	)

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Operating Segments and Geographic Information

3 Months Ended

Mar. 29, 2015

Operating Segments and Geographic Information

Note 12 – Segments and Geographic Information

We changed our reportable segments effective in the first quarter of fiscal year 2015 to reflect changes in the way we currently manage the business. All periods presented have been revised accordingly to reflect the new reportable segments.

The Analog Power and Signal Solutions segment (APSS) contains our mobile solutions, power conversion and motion tracking operating segments. This segment focuses on developing innovative analog solutions including power management, sensor and signal path applications. The Switching Power Solutions segment (SPS) contains our low and high voltage switch operating segments, integrated power modules, as well as our automotive and cloud operating segments. This segment provides a wide range of highly efficient discrete and integrated power management solutions across a broad range of end markets. The Standard Products Group (SPG) includes a broad portfolio of standard discrete, analog, logic and optoelectronic products.

In addition to the operating segments mentioned above, we also operate global operations, sales and marketing, information systems, finance and administration groups that are led by vice presidents who report to the Chief Executive Officer. Also, only direct SG&A and R&D spending by the segments is included in the calculation of their operating income. All other corporate level SG&A and R&D spending is included in the corporate category. We do not allocate income taxes or interest expense to our operating segments as the operating segments are principally evaluated on operating profit before interest and taxes.

We do not specifically identify and allocate all assets by operating segment. It is our policy to fully allocate depreciation and amortization, with the exception of accelerated depreciation related to restructuring activities, to our operating segments. Operating segments do not sell products to each other, and accordingly, there are no inter-segment revenues to be reported. The accounting policies for segment reporting are the same as for the company as a whole.

The following table presents selected statement of operations information on reportable segments for the three months ended March 29, 2015 and March 30, 2014.

	Three Months Ended
	March 29, 2015			March 30, 2014
	(In millions)
Revenue and operating income:
SPS
Total revenue	$	211.2		$	203.4
Operating income		42.8			37.1
APSS
Total revenue		96.3			95.2
Operating income		11.5			8.4
SPG
Total revenue		48.2			45.5
Operating income		11.2			9.1
Corporate
Restructuring, impairments, and other costs		(4.7	)		(6.1	)
Accelerated depreciation on assets related to factory closure		(4.5	)		—
Selling, general and administrative expense		(46.6	)		(48.8	)
Charge for litigation		—			(4.4	)
Corporate research and development expense		(3.5	)		(2.4	)
Total consolidated
Total revenue	$	355.7		$	344.1
Operating income (loss)	$	6.2		$	(7.1	)
Other expense, net	$	1.2		$	1.1
Income (loss) before income taxes	$	5.0		$	(8.2	)

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Contingencies

3 Months Ended

Mar. 29, 2015

Contingencies

Note 8 – Contingencies

Litigation

From time to time, the company is involved in legal proceedings in the ordinary course of business. We analyze potential outcomes from current and potential litigation as loss contingencies in accordance with U.S. GAAP. Since most potential claims against the company may involve the enforcement of complex intellectual property rights or complicated damages calculations, we generally cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss, related to each pending matter may be.

For a limited number of matters disclosed in this note for which a loss, whether in excess of a related accrued liability or where there is no accrued liability, is reasonably possible in future periods, we are able to estimate a range of possible loss. In determining whether it is possible to estimate a range of possible loss, we review and evaluate our material litigation on an ongoing basis in light of potentially relevant factual and legal developments. These may include information learned through the discovery process, rulings on dispositive motions, settlement discussions, and other rulings by courts, arbitrators or others. If we possess sufficient information to develop an estimate of loss or range of possible loss, that estimate is disclosed either individually or in the aggregate. Finally, for loss contingencies for which we believe the possibility of loss is remote, we do not record a reserve or assess the range of possible losses.

Based on current knowledge, management does not believe that loss contingencies arising from pending matters will have a material adverse effect on our business, financial condition, results of operations or cash flows. However, in light of the inherent uncertainties involved in these matters, some of which are beyond our control, an adverse outcome in one or more of these matters could be material to our results of operations or cash flows for any particular reporting period.

Patent Litigation with Power Integrations, Inc.

There are five outstanding proceedings with Power Integrations.

POWI 1: On October 20, 2004, the company and its wholly owned subsidiary, Fairchild Semiconductor Corporation, were sued by Power Integrations, Inc. in the U.S. District Court for the District of Delaware. Power Integrations alleged that certain of the company’s pulse width modulation (PWM) integrated circuit products infringed four Power Integrations U.S. patents, and sought a permanent injunction preventing the company from manufacturing, selling or offering the products for sale in the U.S., or from importing the products into the U.S., as well as money damages for past infringement.

The trial in the case was divided into three phases. In the first phase of the trial that occurred in October of 2006, a jury returned a verdict finding that thirty-three of the company’s PWM products willfully infringed one or more of seven claims asserted in the four patents and assessed damages against the company. The company voluntarily stopped U.S. sales and importation of those products in 2007 and has been offering replacement products since 2006. Subsequent phases of the trial conducted during 2007 and 2008 focused on the validity and enforceability of the patents. In December of 2008, the judge overseeing the case reduced the jury’s 2006 damages award from $34.0 million to approximately $6.1 million and ordered a new trial on the issue of willfulness. Following the new trial held in June of 2009, the court found the company’s infringement to have been willful, and in January 2011 the court awarded Power Integrations final damages in the amount of $12.2 million. The company appealed the final damages award, willfulness finding, and other issues to the U.S. Court of Appeals for the Federal Circuit. On March 26, 2013, the court of appeals vacated almost the entire damages award, ruling that there was no basis upon which a reasonable jury could find the company liable for induced infringement. The court also vacated the earlier ruling of willful patent infringement by the company. The full court of appeals and the Supreme Court of the United States have since denied Power Integrations’ request to review the appeals court ruling. Although the appeals court instructed the lower court to conduct further proceedings to determine damages based upon approximately $500,000 to $750,000 worth of sales and imports of affected products, the company believes that damages on the basis of that level of infringing activity would not be material. Accordingly, the company released $12.6 million from its reserves relating to this case during the first quarter of 2013.

POWI 2: On May 23, 2008, Power Integrations filed another lawsuit against the company, Fairchild Semiconductor Corporation and its wholly owned subsidiary System General Corporation in the U.S. District Court for the District of Delaware, alleging infringement of three patents. Of the three patents asserted in that lawsuit, two were asserted against the company and Fairchild Semiconductor Corporation in the October 2004 lawsuit described above. In 2011, Power Integrations added a fourth patent to this case.

On October 14, 2008, Fairchild Semiconductor Corporation and System General Corporation filed a patent infringement lawsuit against Power Integrations in the U.S. District Court for the District of Delaware, alleging that certain PWM integrated circuit products infringe one or more claims of two U.S. patents owned by System General. The lawsuit seeks monetary damages and an injunction preventing the manufacture, use, sale, offer for sale or importation of Power Integrations products found to infringe the asserted patents.

Both lawsuits were consolidated and heard together in a jury trial in April of 2012. On April 27, 2012, the jury found that Power Integrations infringed one of the two U.S. patents owned by System General and upheld the validity of both System General patents. In the same verdict, the jury found that the company infringed two of four U.S. patents asserted by Power Integrations and that the company had induced its customers to infringe the asserted patents. (The court later ruled that the company infringed one other asserted Power Integrations patent that the jury found was not infringed.) The jury also upheld the validity of the asserted Power Integrations patents. The verdict concluded the first phase of trial in the litigation. On June 30, 2014, the court issued an order enjoining Fairchild from making, using, selling, offering to sell or importing into the United States the products found to infringe the Power Integrations patents in the case as well as certain products that were similar to the products found to infringe. Willfulness and damages in the case will be determined in a second phase, which has yet to be scheduled and will occur after appeals of the first phase. The company and Power Integrations have filed appeals from the first phase.

POWI 3: On November 4, 2009, Power Integrations filed a complaint for patent infringement against the company and two of its subsidiaries in the U.S. District Court for the Northern District of California alleging that several of its products infringe three of Power Integrations’ patents. Fairchild filed counterclaims asserting that Power Integrations infringes two Fairchild patents. A trial was held from February 10-27, 2014 on two Power Integrations’ patents and one Fairchild patent. On March 4, 2014, the jury returned a verdict finding that Fairchild willfully infringed both Power Integrations patents, awarding Power Integrations $105.0 million in damages, and finding that Power Integrations did not infringe the Fairchild patent. Both parties filed various post-trial motions, which were denied by the court with the exception of Fairchild’s motion to set aside the jury’s determination that it acted willfully. On September 9, 2014, the court granted the company’s motion and determined that, as a matter of law, Fairchild’s actions were not willful.

In addition to the ruling on willfulness, the company continued to challenge several other aspects of the verdict during post-trial review. Specifically, the company asserted that the damages award included legal and evidentiary defects that were inconsistent with recent rulings by the U.S. Court of Appeals for the Federal Circuit. On November 25, 2014, the trial court ruled that the jury lacked sufficient evidence on which to base its damages award and, consequently, vacated the $105.0 million verdict and ordered a new trial on damages. On February 12, 2015, the court denied Power Integrations’ request to enjoin the Fairchild products that were found to infringe, finding, among other things, that the evidence at trial failed to establish a causal connection between the alleged harm and the alleged infringement. The court ruled that Power Integrations can request an injunction after the new trial on damages. The new damages trial is scheduled for December of 2015.

POWI 4: On February 10, 2010, Fairchild and System General filed a lawsuit in Suzhou, China against four Power Integrations entities and seven vendors. The lawsuit claims that Power Integrations violates certain Fairchild/System General patents. Fairchild is seeking an injunction against the Power Integrations products and over $17.0 million in damages. Hearings comparable to a trial in U.S. litigation were held in January, May and July 2012. In December of 2012, the Suzhou court ruled in favor of Power Integrations and denied the company’s claims. Fairchild appealed the ruling but ultimately withdrew its appeal in the fourth quarter of 2014.

POWI 5: On May 1, 2012, the company sued Power Integrations in U.S. District Court for the District of Delaware. The lawsuit accuses Power Integration’s LinkSwitch-PH LED power conversion products of violating three of the company’s patents. Power Integrations has filed counterclaims of patent infringement against the company asserting five Power Integrations patents. Trial is currently scheduled to begin on May 26, 2015.

Other Legal Claims

From time to time we are involved in legal proceedings in the ordinary course of business. We believe we have valid defenses with respect to matters currently pending against us and we intend to vigorously defend against those claims. For example, in December 2013, a customer of one of our distributors filed suit against us claiming damages of $30.0 million arising out of the purchase of $20,000 of our products. We are contesting that claim vigorously. We believe there is no such ordinary-course pending litigation that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, results of operations, or cash flows.

For matters where an estimate of the range of possible loss is possible, management currently estimates the aggregate range of reasonably possible loss, in excess of amounts accrued for outstanding matters, is $2.5 million to $18.9 million. The estimated range of reasonably possible loss is based upon currently available information and is subject to significant judgment and a variety of assumptions, and known and unknown uncertainties. The matters underlying the estimated range will change from time to time, and actual results may vary significantly from the current estimate. Those matters for which an estimate is not possible are not included within this estimated range. Therefore, this estimated range of possible loss represents what we believe to be an estimate of possible loss only for certain matters meeting these criteria. It does not represent our maximum exposure.

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Goodwill and Intangible Assets

3 Months Ended

Mar. 29, 2015

Goodwill and Intangible Assets

Note 6 – Goodwill and Intangible Assets

We assess the impairment of goodwill on an ongoing basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Goodwill is subject to an annual impairment test in the fourth quarter of the fiscal year, or more frequently, if indicators of potential impairment arise. In the first quarter of 2015, we reorganized our operating segments. This reorganization required us to assess the impairment of our goodwill and other long-lived assets. The goodwill impairment guidance requires that entities designate reporting units at the lowest level of an entity that is a business and that can be distinguished, physically and operationally and for internal reporting purposes, from the other activities, operations, and assets of the entity. In previous periods, our reporting units were equivalent to our reportable segments and are consistent with the operating segments described in Note 12 Segments and Geographic Information.

The impairment assessment is based on a combination of the income approach, which estimates the fair value of our reporting units based on a discounted cash flow approach, and the market approach which estimates the fair value of our reporting units based on comparable market multiples. The average fair value is then reconciled to our market capitalization with an appropriate control premium. The discount rates utilized in the discounted cash flows in 2015 ranged from approximately 11.5% to 14.0%, reflecting market based estimates of capital costs and discount rates adjusted for a market participants view with respect to execution, concentration, and other risks associated with the projected cash flows of the individual segments. The peer companies used in the market approach are primarily the major competitors of each reporting unit. Our valuation methodology requires management to make judgments and assumptions based on historical experience and projections of future operating performance. In addition, we performed various sensitivity analyses based on several key input variables, which further supported our assessment. If these assumptions differ materially from future results, we may record impairment charges in the future. In the first quarter of 2015, we conducted step one of the quantitative goodwill impairment test as of the first day of fiscal year 2015. After completing step one of the impairment test, we determined that the estimated fair value of one of our goodwill reporting units was less than the carrying value of that reporting unit. In the first quarter of 2015, we wrote off the entire goodwill balance for the reporting unit with an estimated fair value less than the carrying value, which resulted in an impairment loss of $0.6 million. This goodwill reporting unit is included in the Analog Power and Systems Solutions (APSS) reportable segment described in Note 12 Segments and Geographic Information. The remainder of our reporting units with goodwill had fair values substantially in excess of book values. We generally allocated goodwill to the reporting units based on the relative fair value of the respective unit. In 2014, there were no goodwill impairments and the fair values of the reporting units with goodwill were substantially in excess of book values.

The following table presents the carrying amount of goodwill by operating segment:

	SPS		APSS			SPG		Total
	(In millions)
Balance at December 28, 2014	$	105.1	$	103.0		$	1.1	$	209.2
Impairment loss		—		(0.6	)		—		(0.6	)
Foreign exchange impact		—		(4.0	)		—		(4.0	)
Balance at March 29, 2015	$	105.1	$	98.4		$	1.1	$	204.6

The following table presents a summary of acquired intangible assets.

			As of March 29, 2015					As of December 28, 2014
	Period of Amortization		Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
			(In millions)
Identifiable intangible assets:
Developed technology		8 - 10 years	$	260.3	$	(245.9	)	$	261.4	$	(245.3	)
Customer base		6 - 10 years		85.7		(78.2	)		86.1		(77.4	)
Core technology		10 - 15 years		15.7		(6.6	)		15.7		(6.3	)
In-process R&D		3 - 10 years		3.2		(0.8	)		3.3		(0.7	)
Trademarks and trade names		5 years		0.5		(0.1	)		0.5		(0.1	)
Subtotal				365.4		(331.6	)		367.0		(329.8	)
Goodwill				204.6		—			209.2		—
Total identifiable intangible assets			$	570.0	$	(331.6	)	$	576.2	$	(329.8	)

The estimated amortization expense for intangible assets for each of the five succeeding fiscal years is as follows:

Estimated Amortization Expense:	(In millions)
Remaining Fiscal 2015		7.0
Fiscal 2016		8.1
Fiscal 2017		5.4
Fiscal 2018		4.1
Fiscal 2019		4.0

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Indebtedness

3 Months Ended

Mar. 29, 2015

Indebtedness

Note 7 – Indebtedness

Our indebtedness consists of the following:

	As of
	March 29, 2015		December 28, 2014
	(In millions)
Revolving credit facility borrowings	$	200.0	$	200.0
Other debt		0.1		0.1
Total long-term debt	$	200.1	$	200.1

Revolving Credit Facility

On September 26, 2014, we entered into our current $400.0 million, five-year senior secured revolving credit facility. The facility primarily consists of the credit agreement dated as of September 26, 2014 among Fairchild, the lenders named therein and Bank of America, NA, as administrative agent. At closing, we paid off all indebtedness under the prior credit facility using approximately $200.0 million of the proceeds provided by the new facility. The prior credit facility was terminated concurrent with the closing of the new facility. The new facility consists of a $400.0 million five-year revolving credit facility with a $50.0 million sub-limit for the issuance of standby letters of credit and a $20.0 million sub-limit for swing line loans. We have the ability to increase the facility from time to time by the addition of one or more tranches of incremental loans in the form of either (i) incremental term loan facilities or, (ii) incremental increases in the revolving credit facility.

The aggregate principal amount of all incremental facilities cannot exceed $300.0 million. After adjusting for outstanding letters of credit, we have $199.4 million available under the credit facility as of March 29, 2015. This revolving borrowing capacity is available for working capital and general corporate purposes, including acquisitions. We have additional outstanding letters of credit of $0.4 million that do not fall under the credit facility as of March 29, 2015. We also have $4.0 million of undrawn credit facilities at certain of our foreign subsidiaries as of March 29, 2015. These outstanding amounts do not impact available borrowings under the credit facility.

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Common Stock Repurchases

3 Months Ended

Mar. 29, 2015

Common Stock Repurchases

Note 9 – Common Stock Repurchases

On May 7, 2014, the board of directors authorized the repurchase of up to $100.0 million of the company’s common stock. This amount is in addition to the $100.0 million previously authorized and disclosed in December 2013. The repurchase program is currently funded using available cash. During the three months ended March 29, 2015, we repurchased 2,262,880 shares of common stock, under repurchase programs for $39.2 million, at an average purchase price of $17.32 per share.

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Derivatives - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 29, 2015
Derivative [Line Items]
Maturities of the cash flow hedges, in months	12 months
Net unrealized derivative loss included in AOCI that will be reclassified into earnings within the next twelve months	$ (0.3)

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Restructuring Impairments and Other Costs - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 29, 2015	Mar. 30, 2014	Dec. 27, 2015
Restructuring Cost and Reserve [Line Items]
Restructuring, impairment and other costs, net of releases	$ 4.7	$ 6.1
Description of restructuring activity	We plan to eliminate our internal 5-inch and significantly reduce 6-inch wafer fabrication lines and rationalize our assembly and test capacity, resulting in the closure of our manufacturing and assembly facilities in West Jordan, Utah and Penang, Malaysia, as well as the remaining 5-inch wafer fabrication lines in Bucheon, South Korea
Scenario, Forecast
Restructuring Cost and Reserve [Line Items]
Expected additional restructuring costs			1.6
Accelerated depreciation costs			$ 10.0

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 29, 2015

Schedule of Fair Value of Assets and Liabilities

The tables below present information about our assets and liabilities that are regularly measured and carried at fair value and indicate the level within the fair value hierarchy of the valuation techniques we utilized to determine such fair value:

	As of March 29, 2015
	Total			Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	(In millions)
Derivative contract assets	$	3.7		$	—	$	3.7		$	—
Derivative contract liabilities		(4.1	)		—		(4.1	)		—
Total derivative contracts	$	(0.4	)	$	—	$	(0.4	)	$	—
Marketable securities	$	2.2		$	2.2	$	—		$	—
	As of December 28, 2014
	Total			Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	(In millions)
Derivative contract assets	$	2.8		$	—	$	2.8		$	—
Derivative contract liabilities		(5.5	)		—		(5.5	)		—
Total derivative contracts	$	(2.7	)	$	—	$	(2.7	)	$	—
Marketable securities	$	2.3		$	2.3	$	—		$	—

Schedule of Fair Value of Long-Term Debt

	As of March 29, 2015				As of December 28, 2014
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(In millions)
Long-term debt:
Revolving credit facility	$	200.0	$	200.0	$	200.0	$	200.0

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Indebtedness (Tables)

3 Months Ended

Mar. 29, 2015

Indebtedness

Our indebtedness consists of the following:

	As of
	March 29, 2015		December 28, 2014
	(In millions)
Revolving credit facility borrowings	$	200.0	$	200.0
Other debt		0.1		0.1
Total long-term debt	$	200.1	$	200.1

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Contingencies - Additional Information (Detail) (USD $)	3 Months Ended	12 Months Ended	0 Months Ended	1 Months Ended			3 Months Ended		0 Months Ended
	Mar. 30, 2014	Dec. 29, 2013	Oct. 20, 2004 Patent	Jan. 31, 2011	Dec. 31, 2008	Oct. 31, 2006	Mar. 29, 2015 Product Claim Patent Phase	Mar. 31, 2013	Apr. 27, 2012 Patent	May 01, 2012 Patent	Mar. 26, 2013
Loss Contingencies [Line Items]
Damages awarded for infringement of the patents		$ 30,000,000
Charge for (release of) litigation	4,400,000
Product sales value		20,000
Possible losses, minimum							2,500,000
Possible losses, maximum							18,900,000
Power Integrations
Loss Contingencies [Line Items]
Number of outstanding proceedings with power integrations							5
POWI 1
Loss Contingencies [Line Items]
Number of patents in lawsuit			4				4
Number of phases in trial							3
Number of products in violation							33
Number of claims in lawsuit							7
Damages awarded for infringement of the patents				12,200,000	6,100,000	34,000,000
Charge for (release of) litigation								12,600,000
POWI 2
Loss Contingencies [Line Items]
Number of patents in lawsuit							3
Number of claims in lawsuit							1
POWI 2 | Power Integrations
Loss Contingencies [Line Items]
Number of patents in lawsuit									4
Number of patents infringed									2
POWI 2 | System General
Loss Contingencies [Line Items]
Number of patents in lawsuit									2
Number of patents infringed									1
POWI 3
Loss Contingencies [Line Items]
Number of patents in lawsuit							3
Damages awarded for infringement of the patents							105,000,000
Number of patents infringed							2
Number of company entities included in complaint							2
POWI 4
Loss Contingencies [Line Items]
Number of company entities included in complaint							4
Number of vendors included in lawsuit							7
Assessed damages for infringement of Fairchild patents							17,000,000
Powi5
Loss Contingencies [Line Items]
Number of patents in lawsuit										3
Powi5 | Power Integrations
Loss Contingencies [Line Items]
Number of patents in lawsuit										5
Minimum | POWI 1
Loss Contingencies [Line Items]
Damages awarded for infringement of the patents											500,000
Maximum | POWI 1
Loss Contingencies [Line Items]
Damages awarded for infringement of the patents											$ 750,000

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Schedule of Accrued Expenses and Other Current Liabilities (Detail) (USD $) In Millions, unless otherwise specified	Mar. 29, 2015	Dec. 28, 2014
Other Liabilities [Line Items]
Payroll and employee related accruals	$ 46.3	$ 64.0
Accrued interest	0.3	0.3
Taxes payable	9.6	9.0
Restructuring	29.5	30.2
Other	21.7	26.1
Total accrued expenses and other current liabilities	$ 107.4	$ 129.6

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Consolidated Statements of Comprehensive Income (Loss) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 29, 2015		Mar. 30, 2014
Net income (loss)	$ 1.1		$ (9.3)
Other comprehensive income (loss), net of tax:
Net change associated with hedging transactions	2.3		(0.5)
Net amount reclassified to earnings for hedging	0.1	[1]	(1.7)	[1]
Net change associated with fair value of securities			0.1
Net change associated with pension transactions	0.1
Foreign currency translation adjustment	(5.3)
Total other comprehensive income (loss), net of tax	(2.8)		(2.1)
Comprehensive income (loss)	$ (1.7)		$ (11.4)

[1] Three Months Ended March 29, 2015 March 30, 2014 (1) Net amount reclassified for cash flow hedges included in total revenue $ 2.2 $ 0.5 Net amount reclassified for cash flow hedges included in cost of sales (1.7 ) (1.6 ) Net amount reclassified for cash flow hedges included in selling, general and administrative - (0.6 ) Net amount reclassified for cash flow hedges included in research and development (0.4 ) - Total net amount reclassified to earnings for hedging $ 0.1 $ (1.7 )

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Marketable Securities

3 Months Ended

Mar. 29, 2015

Marketable Securities

Note 3 – Marketable Securities

Our marketable securities are categorized as available-for-sale and are summarized as follows:

	As of March 29, 2015
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In millions)
U.S. Treasury securities and obligations of U.S. government agencies	$	0.2	$	—	$	—	$	0.2
Total short-term marketable securities	$	0.2	$	—	$	—	$	0.2
U.S. Treasury securities and obligations of U.S. government agencies	$	1.7	$	0.2	$	—	$	1.9
Corporate debt securities		0.1		—		—		0.1
Total long-term marketable securities	$	1.8	$	0.2	$	—	$	2.0
	As of December 28, 2014
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In millions)
U.S. Treasury securities and obligations of U.S. government agencies	$	0.1	$	—	$	—	$	0.1
Total short-term marketable securities	$	0.1	$	—	$	—	$	0.1
U.S. Treasury securities and obligations of U.S. government agencies	$	1.8	$	0.2	$	—	$	2.0
Corporate debt securities		0.2		—		—		0.2
Total long-term marketable securities	$	2.0	$	0.2	$	—	$	2.2

The amortized cost and estimated fair value of our marketable securities available-for-sale by contractual maturity are summarized as follows:

	As of March 29, 2015
	Amortized Cost		Fair Value
	(In millions)
Due in one year or less	$	0.2	$	0.2
Due after one year through five years		0.7		0.8
Due after five years		1.1		1.2
	$	2.0	$	2.2

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Restructuring, Impairments and Other Costs (Tables)

3 Months Ended

Mar. 29, 2015

Summary of Restructuring and Impairment Costs

	Accrual Balance at December 28, 2014		Restructuring Charges			Other Charges		Reserve Release			Cash Paid			Non-Cash Items			Accrual Balance at March 29, 2015
	(In millions)
2014 Infrastructure Realignment Program:
Employee separation costs	$	28.7	$	2.2		$	—	$	(0.2	)	$	(2.1	)	$	(0.6	)	$	28.0
Asset disposal gain		—		(0.5	)		—		—			0.5			—			—
Factory closure costs		0.4		0.2			—		—			—			(0.2	)		0.4
Qualification costs		1.1		—			3.0		—			(3.0	)		—			1.1
	$	30.2	$	1.9		$	3.0	$	(0.2	)	$	(4.6	)	$	(0.8	)	$	29.5

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Gross amounts of Fair Value of All Derivative Financial Instruments with Counterparties for Which Master Netting Arrangement Utilized (Detail) (USD $) In Millions, unless otherwise specified	Mar. 29, 2015	Dec. 28, 2014
Derivative [Line Items]
Gross Assets	$ 3.8	$ 2.8
Gross Liabilities	(0.1)
Current Assets	3.7	2.8
Gross Assets		0.1
Gross Liabilities	(4.1)	(5.6)
Current Liabilities	$ (4.1)	$ (5.5)

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Subsequent Events

3 Months Ended

Mar. 29, 2015

Subsequent Events

Note 13 – Subsequent Events

We have evaluated subsequent events and did not identify any events that required disclosure.