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): March 2, 2005

Fairchild Semiconductor International, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	001-15181	043363001
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
82 Running Hill Road, South Portland, Maine		04106
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

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

Not Applicable
______________________________________________
Former name or former address, if changed since last report

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 7.01. Regulation FD Disclosure.

On March 2, 2005 we updated our first quarter 2005 outlook. Further information is included in our press release included as Exhibit 99.1 to this report and incorporated herein by reference.

SIGNATURES

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 hereunto duly authorized.

	Fairchild Semiconductor International, Inc.
March 2, 2005	By:	Robin Sawyer
		Name: Robin Sawyer
		Title: Vice President, Corporate Controller (Principal Accounting Officer and Duly Authorized Officer)

Exhibit Index

Exhibit No.	Description
99.1	Press Release issued March 2, 2005

EX-99.1

FOR IMMEDIATE RELEASE            Corporate Communications:
March 2, 2005 Fran Harrison

207-775-8576

fran.harrison@fairchildsemi.com

Investor Relations:

Dan Janson

207-775-8660

investor@fairchildsemi.com

Public Relations Firm:

Barbara Ewen

CHEN PR

781-466-8282

bewen@chenpr.com

NEWS RELEASE

FAIRCHILD SEMICONDUCTOR REITERATES PREVIOUS GUIDANCE

FOR THE FIRST QUARTER

South Portland, Maine — Fairchild Semiconductor (NYSE: FCS), the leading
supplier of high performance semiconductor products that optimize power,
today reiterated its previous guidance for first quarter 2005.

“Bookings improved in the first half of this quarter, and we continue to
expect a normal seasonally slow revenue quarter with sales 2-6% lower
than last quarter and gross margins down about 200 basis points
sequentially,” said Kirk Pond, Fairchild’s president, CEO and chairman
of the Board. “As expected, order rates slowed during the week of
Chinese New Year and started to rebound in the last two weeks. We
continue to expect orders to accelerate during March.

“Turning to our end markets, we’ve seen the strongest demand continue to
be for power products going into notebook, storage, TV, DVD, set-top box,
power supply and battery charger applications,” stated Pond. “Order
rates for the other end markets are as expected. We continue to enjoy
strong demand for our power analog and high power switches, which benefit
from the strength in the computing, consumer and industrial end markets.
Demand for our low power switches in support of the notebook and ultra-
portable end markets has also improved during the first half of the
quarter.

“Price pressure on new orders for our standard products and low power
switches has moderated somewhat from the decreases we saw in the fourth
quarter,” said Pond. “We continue to see less price pressure on bookings
for our power analog and high power switches, which are in tighter supply
and have lead times in excess of our current average of 8-10 weeks.

“New product design wins are driving our power business growth,” stated
Pond. “We won designs in power supply applications for the computing
end market at a number of large Asian customers with our high power
switches and analog controllers. We also won designs with our power
supply controllers for LCD TVs and displays this quarter. Our Smart
Power Modules (SPM™), which provide an integrated power management
solution, continue to gain designs in the white goods, industrial power
supply, lighting and plasma display end markets. With now more than 40%
of our power sales coming from new products, Fairchild remains focused
on designing and delivering innovative new power solutions that our
customers require.”

Fairchild expects to report its first quarter financial results before the
market opens on April 14, 2005.

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 that involve risk
and uncertainty. Forward-looking statements usually, but do not always,
contain forward-looking terminology such as “we believe,” “we expect,” or
“we anticipate,” or refer to management’s expectations about Fairchild’s
future performance. Many factors could cause actual results to differ
materially from those expressed in forward-looking statements. Among
these factors are the following: changes in overall global or regional
economic conditions; changes in demand for our products; changes in
inventories at our customers and distributors; technological and product
development risks, 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; 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; 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 are available at the Investor Relations section of
Fairchild Semiconductor’s web site at investor.fairchildsemi.com or the
SEC’s web site at www.sec.gov.

ABOUT FAIRCHILD SEMICONDUCTOR:
Fairchild Semiconductor (NYSE: FCS) is the leading global supplier of high
performance power products critical to today’s leading electronic appli-
cations in the computing, communications, consumer, industrial and
automotive segments. As The Power Franchise®, Fairchild offers the
industry’s broadest portfolio of components that optimize system power
through minimization, conversion, management and distribution functions.
Fairchild’s 9,000 employees design, manufacture and market power, analog
& mixed signal, interface, logic, and optoelectronics products from its
headquarters in South Portland, Maine, USA and numerous locations around
the world. Please contact us on the web at www.fairchildsemi.com.