8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 8, 2016

FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

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

1272 Borregas Avenue

Sunnyvale, CA 94089

(Address of principal executive offices, including zip code)

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

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

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

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

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

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

Item 2.02 Results of Operations and Financial Condition

On August 8, 2016, we announced consolidated financial results for the quarter ended June 26, 2016. The press release announcing the results is included as Exhibit 99.1 to this report. Additional information about non-GAAP financial measures included in the press release is included in Exhibit 99.2. Each exhibit is incorporated herein by reference.

Item 9.01 Exhibits

Exhibit 99.1	Press release dated August 8, 2016 announcing financial results for the quarter ended June 26, 2016.
Exhibit 99.2	Additional information about non-GAAP financial measures included in the press release.

Signature

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

	Fairchild Semiconductor International, Inc.
Date: August 8, 2016	/s/ Mark S. Frey
	Mark S. Frey
	Executive Vice President, Chief Financial Officer and Treasurer
	(Principal Accounting Officer and Duly Authorized Officer)

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated August 8, 2016 announcing financial results for the quarter ended June 26, 2016.
99.2	Additional information about non-GAAP financial measures included in the press release.

EX-99.1

Exhibit 99.1

Fairchild Reports Results for the Second Quarter of 2016

Fairchild Semiconductor (NASDAQ: FCS), a leading global supplier of power semiconductors, today announced results for the second quarter ended June 26, 2016. Fairchild reported second quarter sales of $350.0 million, up 7 percent from the prior quarter and 1 percent lower than the second quarter of 2015.

Fairchild reported second quarter net income of $6.9 million or $0.06 per diluted share compared to $14.8 million or $0.13 per diluted share in the prior quarter and a net loss of $0.9 million or $0.01 per diluted share in the second quarter of 2015. Gross margin was 29.5 percent compared to 30.6 percent in the prior quarter and 30.9 percent in the year-ago quarter.

Fairchild reported second quarter adjusted gross margin of 29.9 percent, down 120 basis points from the prior quarter and 330 basis points from the second quarter of 2015. Adjusted gross margin excludes accelerated depreciation, inventory write-offs related to factory closures and acquisition-related costs. Adjusted net income was $15.6 million or $0.13 per diluted share, compared to $11.6 million or $0.10 per diluted share in the prior quarter and $13.9 million or $0.12 per diluted share in the second quarter of 2015. See the Reconciliation of Net Income (Loss) to Adjusted Net Income in the tables below for more details on the other adjustment items.

“We grew sales strongly across a broad range of end markets in the second quarter,” said Mark Thompson, Fairchild’s chairman, president and CEO. “Sell through in our distribution channel was up 13% sequentially. Our starting backlog is higher than a quarter ago which should enable us to grow sales seasonally in the third quarter. We saw solid demand growth for our products serving the mobile, appliance, enterprise computing and industrial end markets. We expect demand in the mobile sector to be particularly strong in the third quarter as new models and additional design wins drive higher sales. We expect normal seasonal demand trends to continue in our other major end markets.”

Second Quarter Financials

“Adjusted gross margin decreased sequentially as we continued to reduce inventory and recognize underutilization costs from the prior quarter,” said Mark Frey, Fairchild’s executive vice president and CFO. “We increased factory utilization in the second quarter in response to higher demand and expect gross margin to improve significantly in the third quarter. R&D and SG&A expenses, excluding acquisition-related costs, were roughly flat sequentially at $85 million as the impact of lower headcount and other cost reductions offset our merit increase and seasonally higher compensation expenses. Cash flow from operations and proceeds from the sale of property plant and equipment, less capital expenditures, was $58.3 million for the second quarter due primarily to higher net income and favorable changes in working capital. At the end of the second quarter our total cash and securities exceeded debt by $132 million.”

Pending Acquisition Update

• As previously announced on November 18, 2015, Fairchild entered into an Agreement and Plan of Merger with ON Semiconductor, under which a wholly owned subsidiary of ON Semiconductor agreed to acquire all of the outstanding shares of Fairchild common stock for $20.00 per share in cash.

• As previously disclosed, Fairchild expects ON Semiconductor will dispose of its ignition IGBT business (which had 2015 revenues of less than $25 million) in order to satisfy remaining regulatory concerns.

• Fairchild and ON Semiconductor continue to work cooperatively and expeditiously to obtain remaining required regulatory approvals from the U.S. and China in connection with the transaction, which is expected to close around the end of August.

Given the current acquisition process, Fairchild has discontinued its practice of providing detailed forward guidance and conducting an earnings conference call to discuss its financial results.

Adjusted gross margin and adjusted net income are non-GAAP financial measures and should not be considered replacements for GAAP results. See additional information on our non-GAAP financial measures and reconciliations to the most comparable GAAP measures in the appropriate reconciliation exhibit included in this press release as well as in our our current report on Form 8-K, filed with the SEC in connection with this announcement.

Special Note on Forward Looking Statements:

Some of the paragraphs above contain forward-looking statements that are based on management’s assumptions and expectations and involve risk and uncertainty. Other forward-looking statements may also be found in this news release. Forward-looking statements usually, but do not always, contain forward-looking terminology such as “we believe,” “we expect,” or “we anticipate,” or refer to management’s expectations about Fairchild’s future performance. Many factors could cause actual results to differ materially from those expressed in forward-looking statements. Risks related to the completion of our pending acquisition by ON Semiconductor include, but are not limited to, the failure to receive remaining regulatory approvals or to satisfy other conditions to the closing of the transaction. There can be no assurance that these approvals will be received or that such conditions will be satisfied in a timely manner or at all. Risks related to our ongoing business include, but are not limited to the following: failure to maintain order rates at expected levels; failure to achieve expected savings from cost reduction actions or other adverse results from those actions; changes in demand for our products; changes in inventories at our customers and distributors; technological and product development risks, including the risks of failing to maintain the right to use some technologies or failing to adequately protect our own intellectual property against misappropriation or infringement; availability of manufacturing capacity; the risk of production delays; availability of raw materials at competitive prices; competitors’ actions; loss of key customers, including but not limited to distributors; the inability to attract and retain key management and other employees; order cancellations or reduced bookings; changes in manufacturing yields or output; risks related to warranty and product liability claims; risks inherent in doing business internationally; changes in tax regulations or the migration of profits from lower tax jurisdictions

to higher tax jurisdictions; regulatory risks and significant litigation. These and other risk factors are discussed in the company’s quarterly and annual reports filed with the Securities and Exchange Commission (SEC) and available at the Investor Relations section of Fairchild Semiconductor’s web site at investor.fairchildsemi.com or the SEC’s web site at www.sec.gov.

Important Information Relating To Our Pending Acquisition by ON Semiconductor:

This communication is not an offer to buy nor a solicitation of an offer to sell any securities of Fairchild. The solicitation and the offer to buy shares of Fairchild common stock has been made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that ON Semiconductor and Falcon Operations Sub, Inc. have filed with the SEC, as amended and supplemented from time to time (the “Schedule TO”). In addition, Fairchild has filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer, as amended and supplemented from time to time (the “Schedule 14D-9”). Fairchild and ON Semiconductor have mailed these documents to Fairchild’s stockholders. In addition, stockholders are able to obtain the Schedule TO, including the offer to purchase and any amendments thereto, the Schedule 14D-9 and any amendments thereto, and related materials with respect to the tender offer and the merger, free of charge at the SEC’s website at www.sec.gov. Stockholders may also obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties (when available) by contacting Fairchild’s Investor Relations Department either by telephone at (207) 775-8660 or by e-mail at investor@fairchildsemi.com.

STOCKHOLDERS OF FAIRCHILD ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.

Editorial Contacts:

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

Fairchild Semiconductor International, Inc.

Consolidated Statements of Operations

(In millions, except per share and percent data)

(Unaudited)

	Three Months Ended									Six Months Ended
	June 26,			March 27,			June 28,			June 26,			June 28,
	2016			2016			2015			2016			2015
Total revenue	$	350.0		$	327.0		$	355.2		$	677.0		$	710.9
Cost of sales (1)		246.9			226.9			245.4			473.8			493.1
Gross margin		103.1			100.1			109.8			203.2			217.8
Gross margin %		29.5	%		30.6	%		30.9	%		30.0	%		30.6	%
Operating expenses:
Research and development (2)		41.6			40.1			42.3			81.7			84.0
Selling, general and administrative (3)		47.7			48.6			57.8			96.3			110.5
Amortization of acquisition-related intangibles		1.9			1.9			2.1			3.8			4.2
Restructuring, impairments, and other costs		0.6			(10.9	)		4.2			(10.3	)		8.9
Charge for litigation		0.5			—			—			0.5			—
Goodwill impairment charge		—			—			—			—			0.6
Total operating expenses		92.3			79.7			106.4			172.0			208.2
Operating income		10.8			20.4			3.4			31.2			9.6
Other expense, net		1.2			1.6			1.6			2.8			2.8
Income before income taxes		9.6			18.8			1.8			28.4			6.8
Provision for income taxes		2.7			4.0			2.7			6.7			6.6
Net income (loss)	$	6.9		$	14.8		$	(0.9	)	$	21.7		$	0.2
Net income (loss) per common share:
Basic	$	0.06		$	0.13		$	(0.01	)	$	0.19		$	—
Diluted	$	0.06		$	0.13		$	(0.01	)	$	0.19		$	—
Weighted average common shares:
Basic		114.7			113.8			116.1			114.3			116.7
Diluted		116.4			116.5			116.1			116.5			119.2
(1)    Equity compensation expense included in cost of sales	$	1.3		$	0.7		$	1.5		$	2.0		$	2.8
(2)    Equity compensation expense included in research and development	$	2.1		$	2.4		$	2.8		$	4.5		$	4.8
(3)    Equity compensation expense included in selling, general and administrative	$	3.7		$	4.4		$	5.5		$	8.1		$	9.0

Fairchild Semiconductor International, Inc.

Reconciliation of Net Income (Loss) To Adjusted Net Income

(In millions)

(Unaudited)

	Three Months Ended									Six Months Ended
	June 26,			March 27,			June 28,			June 26,			June 28,
	2016			2016			2015			2016			2015
Net income (loss)	$	6.9		$	14.8		$	(0.9	)	$	21.7		$	0.2
Adjustments to reconcile net income (loss) to adjusted net income:
Restructuring, impairments, and other costs		0.6			1.4			4.2			2.0			8.9
Gain on disposal of held for sale assets		—			(12.3	)		—			(12.3	)		—
Charge for litigation		0.5			—			—			0.5			—
Acquisition-related costs (2)		5.9			5.5			—			11.4			—
Accelerated depreciation on assets related to factory closures (1)		—			—			3.5			—			8.0
Inventory write-offs associated with factory closures (1)		—			—			4.6			—			4.6
Goodwill impairment charge		—			—			—			—			0.6
Amortization of acquisition-related intangibles		1.9			1.9			2.1			3.8			4.2
Associated tax effects of the above and other acquisition-related intangibles		(0.2	)		0.3			0.4			0.1			0.7
Adjusted net income	$	15.6		$	11.6		$	13.9		$	27.2		$	27.2
Adjusted net income per common share:
Basic	$	0.14		$	0.10		$	0.12		$	0.24		$	0.23
Diluted	$	0.13		$	0.10		$	0.12		$	0.23		$	0.23

(1) Recorded in cost of sales

(2) Recorded in cost of sales, research and development, and selling, general and administrative

Fairchild Semiconductor International, Inc.

Reconciliation of Gross Margin To Adjusted Gross Margin

(In millions)

(Unaudited)

	Three Months Ended									Six Months Ended
	June 26,			March 27,			June 28,			June 26,			June 28,
	2016			2016			2015			2016			2015
Gross margin	$	103.1		$	100.1		$	109.8		$	203.2		$	217.8
Adjustments to reconcile gross margin to adjusted gross margin:
Accelerated depreciation on assets related to factory closures		—			—			3.5			—			8.0
Inventory write-offs associated with factory closures		—			—			4.6			—			4.6
Acquisition-related costs		1.7			1.5			—			3.2			—
Adjusted gross margin	$	104.8		$	101.6		$	117.9		$	206.4		$	230.4
Adjusted gross margin %		29.9	%		31.1	%		33.2	%		30.5	%		32.4	%

Fairchild Semiconductor International, Inc.

Consolidated Balance Sheets

(In millions)

(Unaudited)

	June 26,		March 27,		December 27,
	2016		2016		2015
ASSETS
Current assets:
Cash and cash equivalents	$	329.0	$	272.0	$	279.4
Short-term marketable securities		0.1		0.1		0.2
Receivables, net		149.2		152.1		132.6
Inventories		273.2		284.0		304.2
Other current assets		38.8		36.2		50.5
Total current assets		790.3		744.4		766.9
Property, plant and equipment, net		525.5		537.1		550.4
Intangible assets, net		24.0		25.8		27.5
Goodwill		205.9		205.3		204.5
Long-term securities		2.0		1.9		2.0
Other assets		36.9		35.1		34.6
Total assets	$	1,584.6	$	1,549.6	$	1,585.9
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	99.3	$	93.3	$	110.6
Accrued expenses and other current liabilities		93.1		79.9		115.6
Total current liabilities		192.4		173.2		226.2
Long-term debt		198.9		198.7		198.4
Other liabilities		60.8		59.9		58.8
Total liabilities		452.1		431.8		483.4
Temporary equity - deferred stock units		4.6		6.4		6.3
Total stockholders’ equity		1,127.9		1,111.4		1,096.2
Total liabilities, temporary equity and stockholders’ equity	$	1,584.6	$	1,549.6	$	1,585.9

Fairchild Semiconductor International, Inc.

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

	Three Months Ended						Six Months Ended
	June 26,			June 28,			June 26,			June 28,
	2016			2015			2016			2015
Cash flows from operating activities:
Net income (loss)	$	6.9		$	(0.9	)	$	21.7		$	0.2
Adjustments to reconcile net income (loss) to cash provided by operating activities
Depreciation and amortization		27.4			35.4			55.0			72.0
Non-cash stock-based compensation expense		7.1			9.8			14.6			16.6
Goodwill impairment charge		—			—			—			0.6
Deferred income taxes, net		(0.2	)		(0.3	)		(0.7	)		(0.5	)
Other		0.9			0.9			(11.3	)		0.8
Changes in operating assets and liabilities, net		29.0			3.6			(7.3	)		(55.8	)
Net cash provided by operating activities	$	71.1		$	48.5		$	72.0		$	33.9
Cash flows from investing activities:
Capital expenditures	$	(13.3	)	$	(14.6	)	$	(25.8	)	$	(29.0	)
Proceeds from the sale of restructuring property, plant and equipment, including held for sale assets		0.5			0.3			15.9			1.6
Proceeds from the sale of property, plant and equipment		—			0.1			—			0.1
Maturity of marketable securities		—			—			0.2			0.1
Other		(0.3	)		(0.3	)		(0.6	)		(0.5	)
Net cash used in investing activities	$	(13.1	)	$	(14.5	)	$	(10.3	)	$	(27.7	)
Cash flows from financing activities:
Proceeds from issuance of stock for share-based compensation arrangements	$	—		$	0.5		$	0.3		$	1.4
Purchase of treasury stock		—			(21.3	)		—			(60.5	)
Shares withheld for employees taxes		(1.0	)		(0.8	)		(12.4	)		(9.9	)
Other		—			(0.1	)		—			(0.1	)
Net cash used in financing activities	$	(1.0	)	$	(21.7	)	$	(12.1	)	$	(69.1	)
Net change in cash and cash equivalents		57.0			12.3			49.6			(62.9	)
Cash and cash equivalents at beginning of period		272.0			277.7			279.4			352.9
Cash and cash equivalents at end of period	$	329.0		$	290.0		$	329.0		$	290.0

EX-99.2

Exhibit 99.2

Information About Our Non-GAAP Financial Measures

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

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

For information about our financial results as reported in accordance with GAAP, see Item 8 of Part II, “Consolidated Financial Statements and Supplementary Data” in our annual report on Form 10-K for the year ended December 27, 2015. For a quantitative reconciliation of our non-GAAP financial measures to the most comparable GAAP measures, see “Reconciliation of Net Income (Loss) to Adjusted Net Income” and “Reconciliation of Gross Margin to Adjusted Gross Margin”, in Exhibit 99.1 included in this current report on Form 8-K.

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

Items That We Exclude In the Calculation of Adjusted Net Income:

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

• restructuring and impairments,

• amortization of acquisition-related intangibles,

• acquisition-related costs,

• gain on sale of equity investment,

• write down of assets held for sale,

• impairment/write-off of equity investment,

• gain associated with debt buyback,

• goodwill impairment loss,

• change in retirement plans,

• impairment of investments,

• loss on sale of securities,

• VAT expense on internal IP sale,

• charge for (release of) litigation,

• write-off of deferred financing fees,

• accelerated depreciation and inventory write-offs (releases) associated with factory closures,

• changes in deferred tax asset values,

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

• tax effects from finalized tax filings and positions.

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

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

Items That We Exclude In the Calculation of Adjusted Gross Margin

Adjusted gross margin, which we reconcile to gross margin, excludes accelerated depreciation, change in retirement plans, inventory write-offs (releases) associated with fab closure, and acquisition-related costs.

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

We exclude these items for the following reasons:

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

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

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

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

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