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

December 30, 2005
Date of Report (Date of earliest event reported)

Commission File Number 1-6560

THE FAIRCHILD CORPORATION
(Exact name of Registrant as specified in its charter)

Delaware
(State of incorporation or organization)

34-0728587
(I.R.S.  Employer Identification No.)

1750 Tysons Boulevard, Suite 1400, McLean, VA 22102
(Address of principal executive offices)

(703) 478-5800
(Registrant’s telephone number, including area code)

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

FORWARD-LOOKING STATEMENTS:

        Certain statements in this filing contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operation and business. These statements relate to analyses and other information, which are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” and similar terms and phrases, including references to assumptions. These forward-looking statements involve risks and uncertainties, including current trend information, projections for deliveries, backlog and other trend estimates that may cause our actual future activities and results of operations to be materially different from those suggested or described in this financial discussion and analysis by management. These risks include: our ability to finance and successfully operate our retail businesses; our ability to accurately predict demand for our products; our ability to receive timely deliveries from vendors; our ability to raise cash to meet seasonal demands; our dependence on the retail and aerospace industries; our ability to maintain customer satisfaction and deliver products of quality; our ability to properly assess our competition; our ability to improve our operations to profitability status; our ability to liquidate non-core assets to meet cash needs; our ability to attract and retain highly qualified executive management; our ability to achieve and execute internal business plans; weather conditions in Europe during peak business season and on weekends; labor disputes; competition; worldwide political instability and economic growth; military conflicts, including terrorist activities; infectious diseases; and the impact of any economic downturns and inflation.

If one or more of these and other risks or uncertainties materializes, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated or projected. Given these uncertainties, users of the information included in this report, including investors and prospective investors are cautioned not to place undue reliance on such forward-looking statements. We do not intend to update the forward-looking statements included in this filing, even if new information, future events or other circumstances have made them incorrect or misleading.

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On December 30, 2005, we issued a press release announcing our operating results for the year ended September 30, 2005. A copy of the press release is attached hereto as Exhibit 99, and is hereby incorporated by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(C)     Exhibits.

99      Press Release Dated September 30, 2005, regarding our operating results for the year ended September 30, 2005.

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.

Dated: December 30, 2005

                                By:        /s/ DONALD E. MILLER
                                Name:  Donald E. Miller
                                Title:    Executive Vice President,
                                             Corporate Secretary and General Counsel

EX-99

Contact: James G. Fox
Chief Financial Officer
703-478-5830
Email: jfox@fairchild.com

FAIRCHILD RELEASES RESULTS FOR YEAR ENDED SEPTEMBER 30, 2005.

McLean, Virginia (December 30, 2005) — The Fairchild Corporation (NYSE: FA), reported today that revenues increased by $24.4 million, or 7.4%, in the year ended September 30, 2005, as compared to the year ended September 30, 2004. The improvement was due in part to a 5.9% increase in revenues at the Company’s Sports & Leisure segment as a result of the prior period including only eleven months of activity since the Company’s acquisition of it on November 1, 2003, and foreign sales benefiting from favorable foreign exchange rates, and a 12.1% increase in revenues at the Company’s Aerospace segment, which continues to perform well despite being adversely affected by the financial difficulties of commercial airlines.

Net loss for the year ended September 30, 2005, was $21.3 million, or $0.84 per share, as compared to net earnings of $3.4 million, or $0.13 per share, for the year ended September 30, 2004. The Company’s loss from continuing operations was $33.1 million for the year ended September 30, 2005, as compared to a loss from continuing operations of $7.7 million for the year ended September 30, 2004. The results for the year ended September 30, 2005, included a $1.0 million overall tax provision, as compared to a $24.2 million overall income tax benefit in the year ended September 30, 2004. The Company reported cash and unrestricted short-term investments of $23.3 million at September 30, 2005.

The Company recently announced it has signed a definitive agreement to sell its shopping center for approximately $95 million to enhance the Company’s financial flexibility. Results for the Company’s quarter and year ended September 30, 2005 are available in the Company’s Annual Report on Form 10-K filed on December 29, 2005.

About The Fairchild Corporation

The business of Fairchild consists of three segments: sports & leisure, aerospace, and real estate operations. Fairchild’s sports and leisure segment, known as Fairchild Sports, is comprised of Hein Gericke, PoloExpress and Intersport Fashions West. Fairchild Sports designs and sells motorcycle protective apparel, helmets, and a large selection of technical accessories, for motorcyclists. Together, Hein Gericke and PoloExpress operate 232 retail shops in Germany, the United Kingdom, Austria, Belgium, France, Italy, Luxembourg, the Netherlands, and Switzerland. Intersport Fashions West, located in Tustin, California, is a designer and distributor of motorcycle protective apparel, boots and helmets. Fairchild’s aerospace segment is engaged in the aerospace distribution business which stocks and distributes a wide variety of parts to operators and aerospace companies providing aircraft parts and services to customers worldwide. Fairchild’s real estate operations segment owns and operates a shopping center located in Farmingdale, New York. Additional information is available on The Fairchild Corporation web site (www.fairchild.com).

This news release may contain forward looking statements within the meaning of Section 27-A of the Securities Act of 1933, as amended, and Section 21-E of the Securities Exchange Act of 1934, as amended. The Company’s actual results could differ materially from those set forth in the forward-looking statements, as a result of the risks associated with the Company’s business, changes in general economic conditions, and changes in the assumptions used in making such forward-looking statements.