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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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

For the quarterly period ended July 1, 2007

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



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FAIRCHILD SEMICONDUCTOR
INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                    
|-------------------------------------------------------------- |  | -----------------------------------
|Delaware                                                       |  | 04-3363001                         
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S.Employer Identification No.)

82 Running Hill Road

South Portland, Maine 04106

(Address of principal executive offices,
including zip code)

Registrants telephone number, including area code: (207) 775-8100



---

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 is a large accelerated filer, an accelerated filer, or a
non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Large Accelerated filer  x    Accelerated filer ̈Non-accelerated filer ̈

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 each of the issuers classes
of common stock as of the close of business on July 1, 2007:



|                    |  |                 
|------------------- |  | ----------------
|Title of Each Class |  | Number of Shares
|Common Stock        |  | 124,241,952     



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##### Table of Contents

FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES

INDEX



|                              |  |                                                                                                                  |  |     
|----------------------------- |  | ---------------------------------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                                                  |  | Page
|PART I. FINANCIAL INFORMATION |  |                                                                                                                 
|                              |  |                                                                                                                 
|Item 1.                       |  | Financial Statements (Unaudited)                                                                                 |  |     
|                              |  |                                                                                                                 
|                              |  | Consolidated Balance Sheets as of July 1, 2007 and December 31, 2006                                             |  | 3   
|                              |  |                                                                                                                 
|                              |  | Consolidated Statements of Operations for the Three and Six Months Ended July 1, 2007 and July 2, 2006           |  | 4   
|                              |  |                                                                                                                 
|                              |  | Consolidated Statements of Comprehensive Income for the Three and Six Months Ended July 1, 2007 and July 2, 2006 |  | 5   
|                              |  |                                                                                                                 
|                              |  | Consolidated Statements of Cash Flows for the Six Months Ended July 1, 2007 and July 2, 2006                     |  | 6   
|                              |  |                                                                                                                 
|                              |  | Notes to Consolidated Financial Statements (Unaudited)                                                           |  | 7   
|                              |  |                                                                                                                 
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                            |  | 26  
|                              |  |                                                                                                                 
|Item 3.                       |  | Quantitative and Qualitative Disclosures about Market Risk                                                       |  | 34  
|                              |  |                                                                                                                 
|Item 4.                       |  | Controls and Procedures                                                                                          |  | 34  
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                                                 
|                              |  |                                                                                                                 
|Item 1.                       |  | Legal Proceedings                                                                                                |  | 35  
|                              |  |                                                                                                                 
|Item 1A.                      |  | Risk Factors                                                                                                     |  | 37  
|                              |  |                                                                                                                 
|Item 2.                       |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                      |  | 46  
|                              |  |                                                                                                                 
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                                              |  | 47  
|                              |  |                                                                                                                 
|Item 5.                       |  | Other Information                                                                                                |  | 47  
|                              |  |                                                                                                                 
|Item 6.                       |  | Exhibits                                                                                                         |  | 48  
|                              | 
|Signature                     |  | 49                                                                                                              



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##### Table of Contents

PART I. FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions)



|                                                                                                                  |  |              |         |   |                  |   |         |  
|----------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | - | ---------------- | - | ------- | -
|                                                                                                                  |  | July 1, 2007 |         |   | December 31,2006 |  
|                                                                                                                  |  | (Unaudited)  |         |   |                  |  
|ASSETS                                                                                                            |  |              |         |   |                  |   |         |  
|Current assets:                                                                                                   |  |              |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                         |  | $            | 372.8   |   |                  | $ | 525.2   |  
|Short-term marketable securities                                                                                  |  |              | 73.0    |   |                  |   | 59.1    |  
|Accounts receivable, net of allowances of $37.8 and $40.4 at July 1, 2007 and December 31, 2006, respectively     |  |              | 176.2   |   |                  |   | 163.3   |  
|Inventories                                                                                                       |  |              | 240.7   |   |                  |   | 238.9   |  
|Deferred income taxes, net of allowances of $32.7 and $33.1 at July 1, 2007 and December 31, 2006, respectively   |  |              | 9.4     |   |                  |   | 11.5    |  
|Other current assets                                                                                              |  |              | 29.1    |   |                  |   | 30.5    |  
|                                                                                                                  |  |              |         |   |                  |   |         |  
|Total current assets                                                                                              |  |              | 901.2   |   |                  |   | 1,028.5 |  
|Property, plant and equipment, net                                                                                |  |              | 647.2   |   |                  |   | 646.4   |  
|Deferred income taxes, net of allowances of $154.3 and $162.5 at July 1, 2007 and December 31, 2006, respectively |  |              | 9.9     |   |                  |   | 0.9     |  
|Intangible assets, net                                                                                            |  |              | 132.9   |   |                  |   | 103.6   |  
|Goodwill                                                                                                          |  |              | 346.0   |   |                  |   | 229.9   |  
|Long-term marketable securities                                                                                   |  |              | 2.0     |   |                  |   | 2.1     |  
|Other assets                                                                                                      |  |              | 33.8    |   |                  |   | 34.2    |  
|                                                                                                                  |  |              |         |   |                  |   |         |  
|Total assets                                                                                                      |  | $            | 2,073.0 |   |                  | $ | 2,045.6 |  
|                                                                                                                  |  |              |         |   |                  |   |         |  
|                                                                                                                  |  |             
|LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS EQUITY                                                            |  |              |         |   |                  |   |         |  
|Current liabilities:                                                                                              |  |              |         |   |                  |   |         |  
|Current portion of long-term debt                                                                                 |  | $            | 3.7     |   |                  | $ | 2.8     |  
|Accounts payable                                                                                                  |  |              | 125.9   |   |                  |   | 90.2    |  
|Accrued expenses and other current liabilities                                                                    |  |              | 112.3   |   |                  |   | 169.5   |  
|                                                                                                                  |  |              |         |   |                  |   |         |  
|Total current liabilities                                                                                         |  |              | 241.9   |   |                  |   | 262.5   |  
|Long-term debt, less current portion                                                                              |  |              | 586.9   |   |                  |   | 589.7   |  
|Deferred income taxes                                                                                             |  |              | 38.8    |   |                  |   | 35.0    |  
|Other liabilities                                                                                                 |  |              | 35.3    |   |                  |   | 24.0    |  
|Minority interest                                                                                                 |  |              | 1.3     |   |                  |   |        |  
|                                                                                                                  |  |              |         |   |                  |   |         |  
|Total liabilities                                                                                                 |  |              | 904.2   |   |                  |   | 911.2   |  
|Commitments and contingencies                                                                                     |  |              |         |   |                  |   |         |  
|Temporary equitydeferred stock units                                                                             |  |              | 2.5     |   |                  |   | 2.2     |  
|Stockholders equity:                                                                                             |  |              |         |   |                  |   |         |  
|Common stock                                                                                                      |  |              | 1.2     |   |                  |   | 1.2     |  
|Additional paid-in capital                                                                                        |  |              | 1,350.7 |   |                  |   | 1,319.1 |  
|Accumulated deficit                                                                                               |  |              | (170.9  | ) |                  |   | (182.5  | )
|Accumulated other comprehensive income (loss)                                                                     |  |              | (0.5    | ) |                  |   | 1.0     |  
|Less treasury stock (at cost)                                                                                     |  |              | (14.2   | ) |                  |   | (6.6    | )
|                                                                                                                  |  |              |         |   |                  |   |         |  
|Total stockholders equity                                                                                        |  |              | 1,166.3 |   |                  |   | 1,132.2 |  
|                                                                                                                  |  |              |         |   |                  |   |         |  
|Total liabilities, temporary equity and stockholders equity                                                      |  | $            | 2,073.0 |   |                  | $ | 2,045.6 |  
|                                                                                                                  |  |              |         |   |                  |   |         |  

See accompanying notes to unaudited consolidated financial statements.



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##### Table of Contents

FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

(Unaudited)



|                                                |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |       |  
|----------------------------------------------- |  | ------------------ | ----- | - | ---------------- | - | ----- | ----------- |  | - | ----------- | - |  | - | ----- | -
|                                                |  | Three Months Ended |       |   | Six Months Ended |  
|                                                |  | July 1,2007        |       |   | July 2,2006      |   |       | July 1,2007 |  |   | July 2,2006 |  
|Total revenue                                   |  | $                  | 408.9 |   |                  | $ | 406.3 |             |  | $ | 811.5       |   |  | $ | 815.8 |  
|Cost of sales                                   |  |                    | 294.3 |   |                  |   | 281.3 |             |  |   | 585.4       |   |  |   | 568.3 |  
|                                                |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |       |  
|Gross profit                                    |  |                    | 114.6 |   |                  |   | 125.0 |             |  |   | 226.1       |   |  |   | 247.5 |  
|                                                |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |       |  
|Gross profit %                                  |  |                    | 28.0  | % |                  |   | 30.8  | %           |  |   | 27.9        | % |  |   | 30.3  | %
|                                                |  |                    |       |  
|Operating expenses:                             |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |       |  
|Research and development                        |  |                    | 28.6  |   |                  |   | 26.3  |             |  |   | 55.5        |   |  |   | 52.5  |  
|Selling, general and administrative             |  |                    | 60.5  |   |                  |   | 60.3  |             |  |   | 117.7       |   |  |   | 120.3 |  
|Amortization of acquisition-related intangibles |  |                    | 5.6   |   |                  |   | 5.8   |             |  |   | 12.4        |   |  |   | 11.7  |  
|Restructuring and impairments                   |  |                    | 5.5   |   |                  |   |      |             |  |   | 6.1         |   |  |   |      |  
|Reserve for potential settlement losses         |  |                    | 1.7   |   |                  |   |      |             |  |   | 1.7         |   |  |   |      |  
|Gain on sale of product line, net               |  |                    |      |   |                  |   | (1.7  | )           |  |   |            |   |  |   | (4.9  | )
|Purchased in-process research and development   |  |                    |      |   |                  |   |      |             |  |   | 3.7         |   |  |   |      |  
|                                                |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |       |  
|Total operating expenses                        |  |                    | 101.9 |   |                  |   | 90.7  |             |  |   | 197.1       |   |  |   | 179.6 |  
|                                                |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |       |  
|Operating income                                |  |                    | 12.7  |   |                  |   | 34.3  |             |  |   | 29.0        |   |  |   | 67.9  |  
|                                                |  |                    |       |  
|Other expense, net                              |  |                    | 5.5   |   |                  |   | 5.6   |             |  |   | 10.2        |   |  |   | 11.5  |  
|                                                |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |       |  
|Income before income taxes                      |  |                    | 7.2   |   |                  |   | 28.7  |             |  |   | 18.8        |   |  |   | 56.4  |  
|                                                |  |                    |       |  
|Provision for income taxes                      |  |                    | 3.8   |   |                  |   | 5.7   |             |  |   | 9.1         |   |  |   | 6.8   |  
|                                                |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |       |  
|Net income                                      |  | $                  | 3.4   |   |                  | $ | 23.0  |             |  | $ | 9.7         |   |  | $ | 49.6  |  
|                                                |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |       |  
|Net income per common share:                    |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |       |  
|Basic                                           |  | $                  | 0.03  |   |                  | $ | 0.19  |             |  | $ | 0.08        |   |  | $ | 0.41  |  
|                                                |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |       |  
|Diluted                                         |  | $                  | 0.03  |   |                  | $ | 0.18  |             |  | $ | 0.08        |   |  | $ | 0.40  |  
|                                                |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |       |  
|Weighted average common shares:                 |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |       |  
|Basic                                           |  |                    | 123.9 |   |                  |   | 122.2 |             |  |   | 123.6       |   |  |   | 121.9 |  
|                                                |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |       |  
|Diluted                                         |  |                    | 126.3 |   |                  |   | 124.6 |             |  |   | 126.2       |   |  |   | 124.3 |  
|                                                |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |       |  

See accompanying notes to unaudited consolidated financial statements.



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FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(LOSS)

(In millions)

(Unaudited)



|                                                                                            |  |                    |     |             |                  |      |             |  |             |      |  |   |      |  
|------------------------------------------------------------------------------------------- |  | ------------------ | --- | ----------- | ---------------- | ---- | ----------- |  | ----------- | ---- |  | - | ---- | -
|                                                                                            |  | Three Months Ended |     |             | Six Months Ended |     
|                                                                                            |  | July 1,2007        |     | July 2,2006 |                  |      | July 1,2007 |  | July 2,2006 |     
|Net income                                                                                  |  |                    | 3.4 |             | $                | 23.0 |             |  | $           | 9.7  |  | $ | 49.6 |  
|Other comprehensive income (loss), net of tax:                                              |  |                    |     |             |                  |      |             |  |             |      |  |   |      |  
|Net change associated with hedging transactions                                             |  |                    | 1.3 |             |                  | (1.2 | )           |  |             | 1.0  |  |   | (0.9 | )
|Net amount reclassified to earnings for hedging                                             |  |                    | 0.3 |             |                  | (0.2 | )           |  |             | 0.3  |  |   | (0.7 | )
|Net change associated with unrealized holding loss on marketable securities and investments |  |                    |    |             |                  | (1.8 | )           |  |             |     |  |   | (2.6 | )
|                                                                                            |  |                    |     |             |                  |      |             |  |             |      |  |   |      |  
|Comprehensive income                                                                        |  | $                  | 5.0 |             | $                | 19.8 |             |  | $           | 11.0 |  | $ | 45.4 |  
|                                                                                            |  |                    |     |             |                  |      |             |  |             |      |  |   |      |  

See accompanying notes to unaudited consolidated financial statements.



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FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)



|                                                                               |  |                  |        |   |             |   |       |  
|------------------------------------------------------------------------------ |  | ---------------- | ------ | - | ----------- | - | ----- | -
|                                                                               |  | Six Months Ended |       
|                                                                               |  | July 1,2007      |        |   | July 2,2006 |  
|Cash flows from operating activities:                                          |  |                  |        |   |             |   |       |  
|Net income                                                                     |  | $                | 9.7    |   |             | $ | 49.6  |  
|Adjustments to reconcile net income to cash provided by operating activities:  |  |                  |        |   |             |   |       |  
|Depreciation and amortization                                                  |  |                  | 63.3   |   |             |   | 57.0  |  
|Non-cash stock-based compensation expense                                      |  |                  | 12.9   |   |             |   | 12.9  |  
|Non-cash restructuring and impairment expense                                  |  |                  | 2.4    |   |             |   |      |  
|Loss on disposal of property, plant, and equipment                             |  |                  | 0.2    |   |             |   | 0.5   |  
|Non-cash financing expense                                                     |  |                  | 0.9    |   |             |   | 1.2   |  
|Deferred income taxes, net                                                     |  |                  | (2.1   | ) |             |   | 1.1   |  
|Purchased in-process research and development                                  |  |                  | 3.7    |   |             |   |      |  
|Gain on sale of product line                                                   |  |                  |       |   |             |   | (4.9  | )
|Changes in operating assets and liabilities, net of acquisitions:              |  |                  |        |   |             |   |       |  
|Accounts receivable, net                                                       |  |                  | (5.6   | ) |             |   | (32.7 | )
|Inventories                                                                    |  |                  | 6.7    |   |             |   | (29.2 | )
|Other current assets                                                           |  |                  | 1.0    |   |             |   | (10.5 | )
|Current liabilities                                                            |  |                  | (30.7  | ) |             |   | 20.7  |  
|Other assets and liabilities, net                                              |  |                  | 11.1   |   |             |   | 0.2   |  
|                                                                               |  |                  |        |   |             |   |       |  
|Cash provided by operating activities                                          |  |                  | 73.5   |   |             |   | 65.9  |  
|                                                                               |  |                  |        |   |             |   |       |  
|Cash flows from investing activities:                                          |  |                  |        |   |             |   |       |  
|Purchase of marketable securities                                              |  |                  | (137.5 | ) |             |   | (94.6 | )
|Sale of marketable securities                                                  |  |                  | 124.8  |   |             |   | 116.8 |  
|Maturity of marketable securities                                              |  |                  | 0.1    |   |             |   | 19.7  |  
|Capital expenditures                                                           |  |                  | (50.7  | ) |             |   | (56.6 | )
|Purchase of molds and tooling                                                  |  |                  | (1.0   | ) |             |   | (0.7  | )
|Acquisitions and divestitures, net of cash acquired                            |  |                  | (171.2 | ) |             |   | 5.4   |  
|                                                                               |  |                  |        |   |             |   |       |  
|Cash used in investing activities                                              |  |                  | (235.5 | ) |             |   | (10.0 | )
|                                                                               |  |                  |        |   |             |   |       |  
|Cash flows from financing activities:                                          |  |                  |        |   |             |   |       |  
|Repayment of long-term debt                                                    |  |                  | (1.9   | ) |             |   | (52.2 | )
|Proceeds from issuance of common stock and from exercise of stock options, net |  |                  | 23.2   |   |             |   | 20.9  |  
|Purchase of treasury stock                                                     |  |                  | (11.7  | ) |             |   | (4.0  | )
|Debt issuance costs                                                            |  |                  |       |   |             |   | (1.4  | )
|                                                                               |  |                  |        |   |             |   |       |  
|Cash provided by (used in) financing activities                                |  |                  | 9.6    |   |             |   | (36.7 | )
|                                                                               |  |                  |        |   |             |   |       |  
|Net change in cash and cash equivalents                                        |  |                  | (152.4 | ) |             |   | 19.2  |  
|Cash and cash equivalents at beginning of period                               |  |                  | 525.2  |   |             |   | 330.7 |  
|                                                                               |  |                  |        |   |             |   |       |  
|Cash and cash equivalents at end of period                                     |  | $                | 372.8  |   |             | $ | 349.9 |  
|                                                                               |  |                  |        |   |             |   |       |  

See accompanying notes to unaudited consolidated financial statements.



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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. (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 the companys Annual Report on Form 10-K for the year ended December 31, 2006. 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 the companys Annual Report on Form 10-K for the year ended December 31, 2006. Certain amounts for prior periods have been reclassified to conform to the current presentation. The companys
results for the six months ended July 1, 2007 consists of 26 weeks, as compared to 27 weeks for the six months ended July 2, 2006. The additional week in 2006 was in the companys first quarter. The results for the interim periods are
not necessarily indicative of the results of operations that may be expected for the full year.

Note 2  Financial Statement Details



|                                               |  |               |         |                  |   |        
|---------------------------------------------- |  | ------------- | ------- | ---------------- | - | -------
|                                               |  | July 1,2007   |         | December 31,2006
|                                               |  | (In millions)
|Inventories                                    |  |               |         |                  |   |        
|Raw materials                                  |  | $             | 34.1    |                  | $ | 31.3   
|Work in process                                |  |               | 138.7   |                  |   | 130.5  
|Finished goods                                 |  |               | 67.9    |                  |   | 77.1   
|                                               |  |               |         |                  |   |        
|                                               |  | $             | 240.7   |                  | $ | 238.9  
|                                               |  |               |         |                  |   |        
|                                               |  |              
|                                               |  | July 1,2007   |         | December 31,2006
|                                               |  | (In millions)
|Property, plant and equipment                  |  |               |         |                  |   |        
|Land and improvements                          |  | $             | 26.8    |                  | $ | 26.5   
|Buildings and improvements                     |  |               | 314.7   |                  |   | 312.8  
|Machinery and equipment                        |  |               | 1,417.4 |                  |   | 1,397.3
|Construction in progress                       |  |               | 64.1    |                  |   | 59.0   
|                                               |  |               |         |                  |   |        
|Total property, plant and equipment            |  |               | 1,823.0 |                  |   | 1,795.6
|Less accumulated depreciation                  |  |               | 1,175.8 |                  |   | 1,149.2
|                                               |  |               |         |                  |   |        
|                                               |  | $             | 647.2   |                  | $ | 646.4  
|                                               |  |               |         |                  |   |        
|                                               |  |              
|                                               |  | July 1,2007   |         | December 31,2006
|                                               |  | (In millions)
|Accrued expenses and other current liabilities |  |               |         |                  |   |        
|Payroll and employee related accruals          |  | $             | 49.1    |                  | $ | 93.7   
|Accrued interest                               |  |               | 1.9     |                  |   | 1.9    
|Income taxes payable                           |  |               | 15.3    |                  |   | 25.5   
|Restructuring                                  |  |               | 2.1     |                  |   | 1.0    
|Reserve for potential settlement losses        |  |               | 14.6    |                  |   | 14.0   
|Other                                          |  |               | 29.3    |                  |   | 33.4   
|                                               |  |               |         |                  |   |        
|                                               |  | $             | 112.3   |                  | $ | 169.5  
|                                               |  |               |         |                  |   |        



7



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##### Table of Contents

Note 3  Computation of Net Income per Share

Basic net income per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted average number of common shares
outstanding during the period, plus the dilutive effect of potential future issuances of common stock relating to stock options and other potentially dilutive securities. Potentially dilutive common equivalent securities consist of stock options,
performance units (PUs), deferred stock units (DSUs), restricted stock units (RSUs) and shares obtainable upon the conversion of the 5% Convertible Senior Subordinated Notes, due November 1, 2008. In calculating diluted earnings per share, the
dilutive effect of stock options is computed using the average market price for the respective period. Potential shares related to certain of the companys outstanding stock options were excluded because they were anti-dilutive, but could be
dilutive in the future. The following table sets forth the computation of basic and diluted earnings per share.



|                                                             |  |                                      |       |                  |   |             |  |             |       |  |   |      
|------------------------------------------------------------ |  | ------------------------------------ | ----- | ---------------- | - | ----------- |  | ----------- | ----- |  | - | -----
|                                                             |  | Three Months Ended                   |       | Six Months Ended
|                                                             |  | July 1,2007                          |       | July 2,2006      |   | July 1,2007 |  | July 2,2006
|                                                             |  | (In millions, except per share data)
|Basic:                                                       |  |                                      |       |                  |   |             |  |             |       |  |   |      
|Net income                                                   |  | $                                    | 3.4   |                  | $ | 23.0        |  | $           | 9.7   |  | $ | 49.6 
|                                                             |  |                                      |       |                  |   |             |  |             |       |  |   |      
|Weighted average shares outstanding                          |  |                                      | 123.9 |                  |   | 122.2       |  |             | 123.6 |  |   | 121.9
|                                                             |  |                                      |       |                  |   |             |  |             |       |  |   |      
|Net income per share                                         |  | $                                    | 0.03  |                  | $ | 0.19        |  | $           | 0.08  |  | $ | 0.41 
|                                                             |  |                                      |       |                  |   |             |  |             |       |  |   |      
|Diluted:                                                     |  |                                      |       |                  |   |             |  |             |       |  |   |      
|Net income                                                   |  | $                                    | 3.4   |                  | $ | 23.0        |  | $           | 9.7   |  | $ | 49.6 
|                                                             |  |                                      |       |                  |   |             |  |             |       |  |   |      
|Basic weighted average shares outstanding                    |  |                                      | 123.9 |                  |   | 122.2       |  |             | 123.6 |  |   | 121.9
|Assumed exercise of common stock equivalents                 |  |                                      | 2.4   |                  |   | 2.4         |  |             | 2.6   |  |   | 2.4  
|                                                             |  |                                      |       |                  |   |             |  |             |       |  |   |      
|Diluted weighted average common and common equivalent shares |  |                                      | 126.3 |                  |   | 124.6       |  |             | 126.2 |  |   | 124.3
|                                                             |  |                                      |       |                  |   |             |  |             |       |  |   |      
|Net income per share                                         |  | $                                    | 0.03  |                  | $ | 0.18        |  | $           | 0.08  |  | $ | 0.40 
|                                                             |  |                                      |       |                  |   |             |  |             |       |  |   |      
|Anti-dilutive common stock equivalents, non-vested stock,    |  |                                      |       |                  |   |             |  |             |       |  |   |      
|DSUs, RSUs, and PUs                                          |  |                                      | 13.2  |                  |   | 16.9        |  |             | 13.5  |  |   | 16.7 
|                                                             |  |                                      |       |                  |   |             |  |             |       |  |   |      

In addition, the computation of diluted earnings per share did not include the assumed conversion of the 5%
Convertible Senior Subordinated Notes because the effect would have been anti-dilutive. As a result, $2.8 million and $5.5 million of interest expense was not added back to the numerator for the three and six months ended July 1, 2007 and
July 2, 2006, respectively. Potential common shares of 6.7 million were not included in the denominator for all periods presented.

Note 4
 Supplemental Cash Flow Information



|               |  |                  |      |             |   |     
|-------------- |  | ---------------- | ---- | ----------- | - | ----
|               |  | Six Months Ended
|               |  | July 1,2007      |      | July 2,2006
|               |  | (In millions)   
|Cash paid for: |  |                  |      |             |   |     
|Income taxes   |  | $                | 10.3 |             | $ | 16.9
|               |  |                  |      |             |   |     
|Interest       |  | $                | 18.6 |             | $ | 25.7
|               |  |                  |      |             |   |     

Note 5  Marketable Securities

The company invests excess cash in marketable securities consisting primarily of commercial paper, U.S. Government securities, and auction rate securities.

All of the companys marketable securities are classified as available-for-sale. In accordance with Statement of Financial Accounting Standards (SFAS) 115,
Accounting for Certain Investments in Debt and Equity Securities, available-for-sale securities are carried at fair value with unrealized gains and losses included as a component of other comprehensive income within stockholders equity,
net of any related tax effect. Realized gains and losses and declines in value judged by management to be other than temporary on these investments are included in interest income and expense. For the purpose of computing realized gains and losses,
cost is identified on a specific identification basis.



8



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##### Table of Contents

The following table presents the amortized cost and estimated fair value of available-for-sale securities by contractual
maturity at July 1, 2007.



|                                        |  |               |      |             |   |     
|--------------------------------------- |  | ------------- | ---- | ----------- | - | ----
|                                        |  | AmortizedCost |      | MarketValue
|                                        |  | (In millions)
|Due in one year or less                 |  | $             | 1.9  |             | $ | 1.9 
|Due after one year through three years  |  |               | 0.4  |             |   | 0.4 
|Due after three years through ten years |  |               | 1.2  |             |   | 1.2 
|Due after ten years                     |  |               | 71.5 |             |   | 71.5
|                                        |  |               |      |             |   |     
|                                        |  | $             | 75.0 |             | $ | 75.0
|                                        |  |               |      |             |   |     

Note 6  Goodwill and Intangible Assets

The following table presents a summary of acquired intangible assets.



|                                |  |                       |                      |                    |                         |  |                         |                      |   |                         |   |       |  |   |        |  
|------------------------------- |  | --------------------- | -------------------- | ------------------ | ----------------------- |  | ----------------------- | -------------------- | - | ----------------------- | - | ----- |  | - | ------ | -
|                                |  | Period ofAmortization |                      | As of July 1, 2007 |                         |  | As of December 31, 2006 |                     
|                                |  |                       | Gross CarryingAmount |                    | AccumulatedAmortization |  |                         | Gross CarryingAmount |   | AccumulatedAmortization |  
|                                |  |                       |                      | (In millions)      |                        
|Identifiable intangible assets: |  |                       |                      |                    |                         |  |                         |                      |   |                         |   |       |  |   |        |  
|Developed technology            |  | 2 -15 years           |                      | $                  | 237.1                   |  | $                       | (134.0               | ) |                         | $ | 225.6 |  | $ | (124.8 | )
|Customer base                   |  | 8 -10 years           |                      |                    | 80.5                    |  |                         | (56.9                | ) |                         |   | 55.8  |  |   | (54.1  | )
|Core technology                 |  | 10 years              |                      |                    | 3.7                     |  |                         | (0.1                 | ) |                         |   |      |  |   |       |  
|Covenant not to compete         |  | 5 years               |                      |                    | 30.4                    |  |                         | (30.4                | ) |                         |   | 30.4  |  |   | (30.4  | )
|Assembled workforce             |  | 5 years               |                      |                    | 1.0                     |  |                         | (0.2                 | ) |                         |   | 1.0   |  |   | (0.1   | )
|Process technology              |  | 5 years               |                      |                    | 1.5                     |  |                         | (0.1                 | ) |                         |   |      |  |   |       |  
|Patents                         |  | 4 years               |                      |                    | 5.4                     |  |                         | (5.2                 | ) |                         |   | 5.4   |  |   | (5.2   | )
|Trademarks and tradenames       |  | 1 year                |                      |                    | 25.2                    |  |                         | (25.0                | ) |                         |   | 24.9  |  |   | (24.9  | )
|                                |  |                       |                      |                    |                         |  |                         |                      |   |                         |   |       |  |   |        |  
|Subtotal                        |  |                       |                      |                    | 384.8                   |  |                         | (251.9               | ) |                         |   | 343.1 |  |   | (239.5 | )
|Goodwill                        |  |                       |                      |                    | 346.0                   |  |                         |                     |   |                         |   | 229.9 |  |   |       |  
|                                |  |                       |                      |                    |                         |  |                         |                      |   |                         |   |       |  |   |        |  
|Total                           |  |                       |                      | $                  | 730.8                   |  | $                       | (251.9               | ) |                         | $ | 573.0 |  | $ | (239.5 | )
|                                |  |                       |                      |                    |                         |  |                         |                      |   |                         |   |       |  |   |        |  

The following table presents the carrying amount of goodwill by reporting unit.



|                                |  |                |       |                 |   |                  |  |       |      |  |   |      
|------------------------------- |  | -------------- | ----- | --------------- | - | ---------------- |  | ----- | ---- |  | - | -----
|                                |  | AnalogProducts |       | FunctionalPower |   | StandardProducts |  | Total
|                                |  | (In millions) 
|Balance as of July 1, 2007      |  | $              | 131.6 |                 | $ | 159.9            |  | $     | 54.5 |  | $ | 346.0
|Balance as of December 31, 2006 |  | $              | 15.5  |                 | $ | 159.9            |  | $     | 54.5 |  | $ | 229.9

During the six months ended July 1, 2007, goodwill and other gross intangible assets increased $116.1 million
and $41.7 million, respectively, due to the acquisition of System General Corporation (System General), the total of which was assigned to the Analog Products group (see Item 1, Note 13 and Part II, Item 5 for further information).

The following table presents the estimated amortization expense for intangible assets for the remainder of 2007 and for each of the five succeeding fiscal
years.



9



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##### Table of Contents

|                                |  |               |     
|------------------------------- |  | ------------- | ----
|Estimated Amortization Expense: |  | (In millions)
|Remainder of 2007               |  | $             | 11.2
|2008                            |  |               | 22.1
|2009                            |  |               | 22.0
|2010                            |  |               | 22.0
|2011                            |  |               | 17.7
|2012                            |  |               | 15.5

Note 7  Segment Information

Fairchild designs, develops, manufactures and markets high performance multi-market semiconductors. The company is currently organized into three reportable segments: Functional Power, Analog Products and Standard
Products. Functional Power includes high voltage, low voltage, automotive and radio frequency products. Analog Products includes system power, power conversion, signal conditioning, switches and interface products. Standard Products includes
optoelectronics, standard linear, logic, standard diode and transistors, bipolar and foundry products.

The following table presents selected operating
segment financial information for the three and six months ended July 1, 2007 and July 2, 2006.



|                                     |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |       |  
|------------------------------------ |  | ------------------ | ----- | - | ---------------- | - | ----- | ----------- |  | - | ----------- | - |  | - | ----- | -
|                                     |  | Three Months Ended |       |   | Six Months Ended |  
|                                     |  | July 1,2007        |       |   | July 2,2006      |   |       | July 1,2007 |  |   | July 2,2006 |  
|                                     |  | (In millions)      |      
|Revenue and operating income (loss): |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |       |  
|Functional Power                     |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |       |  
|Total revenue                        |  | $                  | 225.2 |   |                  | $ | 218.6 |             |  | $ | 452.2       |   |  | $ | 441.4 |  
|Operating income                     |  |                    | 27.3  |   |                  |   | 30.3  |             |  |   | 57.1        |   |  |   | 58.0  |  
|                                     |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |       |  
|Analog Products                      |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |       |  
|Total revenue                        |  |                    | 84.6  |   |                  |   | 80.2  |             |  |   | 164.5       |   |  |   | 161.9 |  
|Operating income (loss)              |  |                    | (9.4  | ) |                  |   | 0.3   |             |  |   | (22.7       | ) |  |   | 3.5   |  
|                                     |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |       |  
|Standard Products                    |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |       |  
|Total revenue                        |  |                    | 99.1  |   |                  |   | 107.5 |             |  |   | 194.8       |   |  |   | 212.5 |  
|Operating income                     |  |                    | 9.1   |   |                  |   | 10.0  |             |  |   | 15.6        |   |  |   | 14.8  |  
|                                     |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |       |  
|Other                                |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |       |  
|Operating loss (1)                   |  |                    | (14.3 | ) |                  |   | (6.3  | )           |  |   | (21.0       | ) |  |   | (8.4  | )
|                                     |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |       |  
|Total consolidated                   |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |       |  
|Total revenue                        |  | $                  | 408.9 |   |                  | $ | 406.3 |             |  | $ | 811.5       |   |  | $ | 815.8 |  
|Operating income                     |  | $                  | 12.7  |   |                  | $ | 34.3  |             |  | $ | 29.0        |   |  | $ | 67.9  |  

---

|(1) | The three and six months ended July 1, 2007 includes $6.8 million and $12.9 million of stock-based compensation expense, respectively, and $5.5 million and $6.1 million of
restructuring and impairments expense, respectively. In addition, the three and six months ended July 1, 2007 includes $1.7 million for potential settlement reserves and $0.3 million of other expense. The three and six months ended July 2,
2006 includes $7.6 million and $12.9 million of stock-based compensation expense, respectively, and a net gain of $1.7 million and $4.9 million on the sale of a product line, respectively. In addition, the three and six months ended July 2,
2006 includes $0.4 million of fees associated with the refinancing of the senior credit facility.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Note 8  Restructuring and
Impairments

During the three and six months ended July 1, 2007, the company recorded $5.5 million and $6.1 million, respectively, in restructuring
and impairment charges associated with the 2006 and 2007 Infrastructure Realignment Programs. In the second quarter of 2007, these charges include $2.6 million in employee separation costs, $2.4 million in asset impairment costs and $0.2 million in
contract cancellation costs, all related to the 2007 Infrastructure Realignment Program. In addition, there were $0.3 million in employee separation costs associated with the 2006 Infrastructure Realignment Program. There were no restructuring and
impairment charges recorded during the three and six months ended July 2, 2006.



10



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##### Table of Contents

The following table presents a summary of the activity in the companys accrual for restructuring and impairment
costs for the three and six months ended July 1, 2007 (in millions).



|                                         |  |                             |     |            |   |          |  |   |               |   |  |                           |      |   |  |   |    
|---------------------------------------- |  | --------------------------- | --- | ---------- | - | -------- |  | - | ------------- | - |  | ------------------------- | ---- | - |  | - | ---
|                                         |  | AccrualBalance at12/31/2006 |     | NewCharges |   | CashPaid |  |   | Non-CashItems |   |  | AccrualBalance at4/1/2007
|2005 Infrastructure Realignment Program: |  |                             |     |            |   |          |  |   |               |   |  |                           |      |   |  |   |    
|Employee Separation Costs                |  | $                           | 0.1 |            | $ |         |  | $ | (0.1          | ) |  | $                         |     |   |  | $ |   
|                                         |  |                             |     |            |  
|2006 Infrastructure Realignment Program: |  |                             |     |            |   |          |  |   |               |   |  |                           |      |   |  |   |    
|Employee Separation Costs                |  |                             | 0.9 |            |   | 0.6      |  |   | (0.7          | ) |  |                           |     |   |  |   | 0.8
|                                         |  |                             |     |            |   |          |  |   |               |   |  |                           |      |   |  |   |    
|                                         |  | $                           | 1.0 |            | $ | 0.6      |  | $ | (0.8          | ) |  | $                         |     |   |  | $ | 0.8
|                                         |  |                             |     |            |   |          |  |   |               |   |  |                           |      |   |  |   |    
|                                         |  |                             |     |            |  
|                                         |  | AccrualBalance at4/1/2007   |     | NewCharges |   | CashPaid |  |   | Non-CashItems |   |  | AccrualBalance at7/1/2007
|2006 Infrastructure Realignment Program: |  |                             |     |            |   |          |  |   |               |   |  |                           |      |   |  |   |    
|Employee Separation Costs                |  | $                           | 0.8 |            | $ | 0.3      |  | $ | (0.6          | ) |  | $                         |     |   |  | $ | 0.5
|                                         |  |                             |     |            |  
|2007 Infrastructure Realignment Program: |  |                             |     |            |   |          |  |   |               |   |  |                           |      |   |  |   |    
|Employee Separation Costs                |  |                             |    |            |   | 2.6      |  |   | (1.2          | ) |  |                           |     |   |  |   | 1.4
|Asset Impairment, Other                  |  |                             |    |            |   | 2.6      |  |   |              |   |  |                           | (2.4 | ) |  |   | 0.2
|                                         |  |                             |     |            |   |          |  |   |               |   |  |                           |      |   |  |   |    
|                                         |  | $                           | 0.8 |            | $ | 5.5      |  | $ | (1.8          | ) |  | $                         | (2.4 | ) |  | $ | 2.1
|                                         |  |                             |     |            |   |          |  |   |               |   |  |                           |      |   |  |   |    

The company expects to complete payment of substantially all of the above restructuring accruals by the second
quarter of 2008.

Note 9  Income Taxes

In June
2006, the Financial Accounting Standards Board (FASB) issued Interpretation (FIN) 48, Accounting for Uncertainty in Income Taxes. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial
statements in accordance with SFAS 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken
in a tax return. This statement also provides guidance on derecognition, classification, interest and penalties, accounting in the interim periods, disclosure, and transition. The company adopted FIN 48 on January 1, 2007. With the
implementation of FIN 48, the company recognized a cumulative effect adjustment increasing January 1, 2007 retained earnings by $1.9 million. The company also recognized a $1.8 million increase to deferred tax assets; however, due to a full
valuation allowance against the companys U.S. deferred taxes, there was no retained earnings impact. At the date of adoption, the company had $62.7 million of unrecognized tax benefits which increased to $67.0 million as of July 1, 2007.
Of the total unrecognized tax benefits at the date of adoption and July 1, 2007, $10.5 million and $11.8 million, respectively, would impact the effective tax rate, if recognized. The remaining unrecognized tax benefits, would not impact the
effective tax rate, if recognized, as the company has a full valuation allowance against its U.S. deferred taxes.

As of July 1, 2007, $0.8 million is
recorded in other current liabilities in anticipation of a resolution of some of the companys income tax recognition exposures within the next 12 months.

The companys major tax jurisdictions as of the adoption of FIN 48 are the U.S. and Korea. For the U.S., the company has open tax years dating back to 1999 due to the carryforward of tax attributes. In Korea, the company has five open
tax years dating back to 2002.



11



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##### Table of Contents

Penalties and interest relating to uncertain tax positions is recognized as a component of income tax expense. The
company had accrued $2.3 million as of January 1, 2007 and $1.9 million as of July 1, 2007. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a
reduction of the overall income tax provision.

Note 10  Stock-Based Compensation

The following table summarizes stock-based compensation expense under SFAS 123(R), Share-Based Payment, by financial statement line for the three and six months
ended July 1, 2007.



|                                    |  |                    |     |                  |   |             |  |             |      |  |   |     
|----------------------------------- |  | ------------------ | --- | ---------------- | - | ----------- |  | ----------- | ---- |  | - | ----
|                                    |  | Three Months Ended |     | Six Months Ended
|                                    |  | July 1,2007        |     | July 2,2006      |   | July 1,2007 |  | July 2,2006
|                                    |  | (In millions)     
|Cost of sales                       |  | $                  | 1.3 |                  | $ | 1.7         |  | $           | 3.0  |  | $ | 2.4 
|Research and development            |  |                    | 1.1 |                  |   | 1.3         |  |             | 2.0  |  |   | 2.3 
|Selling, general and administrative |  |                    | 4.4 |                  |   | 4.6         |  |             | 7.9  |  |   | 8.2 
|                                    |  |                    |     |                  |   |             |  |             |      |  |   |     
|                                    |  | $                  | 6.8 |                  | $ | 7.6         |  | $           | 12.9 |  | $ | 12.9
|                                    |  |                    |     |                  |   |             |  |             |      |  |   |     

The company capitalized $0.8 million of stock-based compensation cost into inventory as of July 1, 2007.

Stock Options

The following table summarizes
stock option activity for the six months ended July 1, 2007 (in thousands).



|                                   |  |        |  
|---------------------------------- |  | ------ | -
|                                   |  | Shares |  
|Outstanding at beginning of period |  | 22,844 |  
|Granted                            |  | 1,032  |  
|Exercised                          |  | (1,171 | )
|Forfeited                          |  | (235   | )
|Expired                            |  | (499   | )
|                                   |  |        |  
|Outstanding at end of period       |  | 21,971 |  
|                                   |  |        |  

The weighted average exercise price of stock options granted during the period was $17.93 and the related weighted
average grant-date fair value was $7.83.

Deferred Stock Units

The following table summarizes DSU activity for the six months ended July 1, 2007 (in thousands).



|                                 |  |        |  
|-------------------------------- |  | ------ | -
|                                 |  | Shares |  
|Nonvested at beginning of period |  | 330    |  
|Granted                          |  | 59     |  
|Vested                           |  | (58    | )
|                                 |  |        |  
|Nonvested at end of period       |  | 331    |  
|                                 |  |        |  

The weighted average grant-date fair value of DSUs granted during the period was $17.89.

Restricted Stock Units

The following table summarizes RSU
activity for the six months ended July 1, 2007 (in thousands).



12



---

##### Table of Contents

|                                 |  |        |  
|-------------------------------- |  | ------ | -
|                                 |  | Shares |  
|Nonvested at beginning of period |  | 303    |  
|Granted                          |  | 612    |  
|Vested                           |  | (65    | )
|Forfeited                        |  | (26    | )
|                                 |  |        |  
|Nonvested at end of period       |  | 824    |  
|                                 |  |        |  

The weighted average grant-date fair value of RSUs granted during the period was $17.72.

Performance Units

The following table summarizes PU activity
for the six months ended July 1, 2007 (in thousands).



|                                 |  |        |  
|-------------------------------- |  | ------ | -
|                                 |  | Shares |  
|Nonvested at beginning of period |  | 812    |  
|Granted (1)                      |  | 221    |  
|Vested                           |  | (269   | )
|Forfeited                        |  | (24    | )
|                                 |  |        |  
|Nonvested at end of period       |  | 740    |  
|                                 |  |        |  

---

|(1) | For 2007, represents the estimated award based on the 2007 full year performance metric attainment.
|--- | ---------------------------------------------------------------------------------------------------

The weighted average grant-date fair value of PUs granted during the period was $17.93.

The fair value of each option
grant for the companys plans is estimated on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions, utilizing the guidance provided in SFAS 123(R) as well as Securities and Exchange
Commission Staff Accounting Bulletin (SAB) 107. The fair value estimate of each DSU, RSU and PU is equal to the closing market price on the date of grant.



|                        |  |                  |   |  |             |  
|----------------------- |  | ---------------- | - |  | ----------- | -
|                        |  | Six Months Ended |  
|                        |  | July 1,2007      |   |  | July 2,2006 |  
|Expected volatility     |  | 41.7             | % |  | 53.2        | %
|Dividend yield          |  |                 |   |  |            |  
|Risk-free interest rate |  | 4.8              | % |  | 4.5         | %
|Expected life, in years |  | 5.0              |   |  | 3.9         |  
|Forfeiture rate         |  | 6.7              | % |  | 7.7         | %

Expected volatility.The company utilizes an average of implied volatility and the most recent historical
volatility commensurate with expected life. Effective for fiscal year 2007, the company modified its volatility assumption to include an implied volatility factor. The company determined during the annual review of its volatility assumption that it
would be appropriate to include implied volatility, as described in SAB 107. The change in assumption was immaterial to stock-based compensation expense during the three and six months ended July 1, 2007.

Dividend yield.The company does not pay a dividend, therefore this input is not applicable.

Risk-free interest rate.The company estimated the risk-free interest rate based on zero-coupon U.S. Treasury securities for a period that is commensurate with the expected life assumption.

Expected life.The company has evaluated expected life based on history and exercise patterns across its demographic population. The company believes that this
historical data is the best estimate of the expected life of a new option, and that generally all groups of our employees exhibit similar exercise behavior. Effective for fiscal year 2007, the company performed an annual review of the expected life
assumption and determined that an expected life of 5.0 years is more indicative of actual exercise behavior than the previous 3.9 years. Accordingly, all grants for 2007 will be assigned an expected life of 5.0 years. The change in assumption was
immaterial to stock-based compensation expense during the three and six months ended July 1, 2007.



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Forfeiture rate.The company has applied an annual forfeiture rate of 6.7%, 5.9%, 0.6% and 4.6% to all unvested
options, RSUs, DSUs and PUs, respectively, as of July 1, 2007. This analysis is re-evaluated at least annually and the forfeiture rate is adjusted as necessary.

Note 11  Derivatives

The company uses derivative instruments to manage exposures to changes in foreign
currency exchange rates and interest rates. In accordance with SFAS 133, Accounting for Certain Derivative Instruments and Certain Hedging Activities, the fair value of these hedges is recorded on the balance sheet.

Foreign Currency Derivatives. The company uses currency forward and combination option contracts to hedge a portion of its forecasted foreign exchange denominated
revenues and expenses. The company monitors its foreign currency exposures to maximize the overall effectiveness of its foreign currency hedge positions. Currencies hedged include the euro, Japanese yen, Philippine Peso, Malaysian ringgit, Korean
won and Chinese yuan renminbi. The companys objectives for holding derivatives are to minimize the risks using the most effective methods to eliminate or reduce the impacts of these exposures.

Changes in the fair value of derivative instruments related to time value are included in the assessment of hedge effectiveness. Hedge ineffectiveness, determined in
accordance with SFAS 133 and SFAS 138,Accounting for Certain Derivative Instruments and Certain Hedging Activities  an amendment of FASB Statement 133, did not have a material impact on earnings for the six months ended July 1,
2007. No cash flow hedges were derecognized or discontinued for the six months ended July 1, 2007 and July 2, 2006.

Derivative gains and losses
included in other comprehensive income (OCI) are reclassified into earnings at the time the forecasted transaction is recognized. The company estimates that the entire $0.1 million of net unrealized derivative gains included in OCI will be
reclassified into earnings within the next twelve months.

Interest Rate Derivatives.The companys variable-rate debt exposes the company to
variability in interest payments due to changes in interest rates. The company uses a forward interest rate swap to mitigate the interest rate risk on a portion of its variable-rate borrowings in order to manage fluctuations in cash flows resulting
from changes in interest rates on variable-rate debt.

Effectiveness of this hedge is calculated by comparing the fair value of the derivative to a
hypothetical derivative that would be a perfect hedge of floating rate debt. The value of the hedge at inception was zero and there was no ineffectiveness as of July 1, 2007.

Derivative gains and losses included in OCI are reclassified into earnings at the time the forecasted transaction is recognized. There is currently $0.6 million of unrealized gains included in OCI. The amounts are
subsequently reclassified into interest expense as a yield adjustment in the same period in which the related interest on the floating-rate debt obligations affect earnings.

Note 12  Contingencies

Phosphorus Mold Compound Litigation and Claims.From time to time since late
2001, the company has received claims from a number of customers seeking damages resulting from certain products manufactured with a phosphorus-containing mold compound. Mold compound is the plastic resin used to encapsulate semiconductor chips.
This particular mold compound causes some chips to short in some situations, resulting in chip failure. The company has been named in lawsuits relating to these mold compound claims. On August 6, 2007, the company settled a lawsuit brought against
the company by Lucent Technologies Inc. in January 2005 in New Jersey state court claiming breach of warranty and fraud. The settlement payment will occur in the third quarter of 2007. On January 5, 2007, White Rock Networks (White Rock) sued
the company and two distributors, Arrow Electronics and All American Semiconductor, in the U.S. District Court for the Eastern District of Texas, for violations of the Texas Deceptive Trade Practices Act relating to the mold compound issue, claiming
unspecified damages. On May 17, 2007 White Rock amended its complaint to include fraud, negligence, and breach of contract claims and removed All American Semiconductor as a defendant. White Rock served the company on May 25, 2007. The
company believes it has strong defenses against White Rocks claims and intends to vigorously defend the lawsuit.



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Several other customers have made claims for damages or threatened to begin litigation as a result of the mold compound
issue if their claims are not resolved according to their demands, and the company may face additional lawsuits as a result. The company has resolved similar claims with several of its leading customers. The company has exhausted insurance coverage
for such customer claims. While the exact amount of these losses is not known, the company recorded a reserve for estimated potential settlement losses of $11.0 million in the Consolidated Statement of Operations during the second quarter of 2004,
an additional $6.9 million in the fourth quarter of 2005 and an additional $1.7 million in the second quarter of 2007. The increases in the reserve balances were due to changes in the estimated reserve requirements. These reserves were based upon
assessments of the potential liability using an analysis of the claims and historical experience in defending and/or resolving these claims. At July 1, 2007 and December 31, 2006, the reserve for estimated potential settlement losses was
$6.4 million and $5.8 million, respectively. If the company continues to receive additional claims for damages from customers beyond the period of time normally observed for such claims, if more of these claims proceed to litigation, or if the
company chooses to settle claims in settlement of or to avoid litigation, then the company may incur a liability in excess of the current reserve.

Patent Litigation with Power Integrations, Inc. On October 20, 2004, the company and its wholly owned subsidiary, Fairchild Semiconductor Corporation, were sued by Power Integrations, Inc. (Power Integrations) in the United
States District Court for the District of Delaware. Power Integrations alleges that certain of the companys pulse width modulation (PWM) integrated circuit products infringe four Power Integrations U.S. patents, and seeks a permanent
injunction preventing the company from manufacturing, selling or offering the products for sale in the United States, or from importing the products into the United States, as well as money damages for past infringement. The company has analyzed the
Power Integrations patents in light of the companys products and, based on that analysis, does not believe the companys products violate Power Integrations patents. Accordingly, the company is vigorously contesting this lawsuit.
The trial in the case has been divided into three phases. The first phase, held October 2-10, 2006, was on infringement, the willfulness of any infringement, and damages. On October 10, 2006, a jury returned a verdict finding that 33 of
the companys PWM products infringe one or more of seven claims of the four patents being asserted. The jury also found that the companys infringement was willful, and assessed damages against the company of approximately $34 million.
That verdict remains subject to the companys appeal. The second phase of the trial will be on the validity of the Power Integrations patents being asserted, and will be before a different jury. The enforceability of the patents will be handled
in a third phase before the judge who is overseeing the case. For Power Integrations to prevail in the case and receive a judgment and injunction against the company, the patent claims found to have been infringed must also be found to be valid and
enforceable in the remaining phases of the trial. The company believes it has identified inventions and publications, known as prior art, that pre-date the Power Integrations patents which the company believes would invalidate the patents. The
company is also claiming that Power Integrations officials engaged in inequitable conduct before the United States Patent and Trademark Office at the time when one or more of the patents was obtained, and the company believes that conduct should
make the patent claims unenforceable.

In the second phase of the trial, the Power Integrations patents will be presumed to be valid and the company will
have the burden of proving, by clear and convincing evidence, that the patents are invalid. To the extent the company is unable to do this, Power Integrations will be entitled to a judgment and damages as further discussed below. Power Integrations
may also seek an injunction to prevent the company from making, selling or offering to sell in the United States, or from importing into the United States, products that infringe patents that are found valid and enforceable. Power Integrations has
announced its intention to seek such an injunction in such event. The second phase of the Power Integrations v. Fairchild Semiconductor jury trial on validity issues is now scheduled to begin on September 17, 2007.

The jury in the first phase of the trial assessed damages against the company of approximately $34 million. Because the jury also found that the companys
infringement was willful, the judge in the case will have discretion to increase the damages award by up to three times the amount of the final damages award. The final damages award would be determined after the next two phases of the trial. To the
extent the company succeeds in proving the patent claims invalid, the damages amount may be reduced, including to zero if the company proves all the claims invalid or unforceable. If the company is not successful, damages may also be increased by
the judge to account for certain sales by the company after October 20, 2006 and as a result of the willful infringement finding. It is also possible that the company could be required to pay Power Integrations attorneys fees and
pre-judgment interest.

Although the company believes, based on the prior art the company has identified, that the company has invalidity and
unenforceability defenses to Power Integrations patent claims, the results of litigation are difficult to predict and no assurance can be given that the company will succeed in proving the patents invalid or unenforceable. As discussed above,
the judge overseeing the case has discretion over the amount of damages awarded, and over the granting and scope of any injunction against the company. Any damages award or injunction would be subject to appeal and the company would



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expect to carefully consider an appeal at the appropriate time. In such a case, if the company chooses to appeal, the company would likely be required to
post a bond or provide other security for some or the entire amount of the final damages award during the pendency of the appeal.

The company has analyzed
the potential for a loss from this litigation in accordance with Statement of Financial Accounting Standards (SFAS) 5, Accounting for Contingencies. Due to the companys beliefs about its position in the case, and because the company is
unable to reasonably estimate the amount of loss the company would incur if the company does not prevail, the company has not recorded a reserve for contingent loss. Should the company ultimately lose the lawsuit, such result could have an adverse
impact on the companys ability to sell products found to be infringing, either directly or indirectly in the U.S.

In a separate action, the company
filed a lawsuit on April 11, 2006, against Power Integrations in the United States District Court for the Eastern District of Texas. The lawsuit asserts that Power Integrations PWM products infringe U.S. Patent No. 5,264,719. This
lawsuit has since been transferred to the United States District Court for the District of Delaware. Intersil Americas owns U.S. Patent No. 5,264,719, for High Voltage Lateral Semiconductor Devices, and is a co-plaintiff with the company in the
lawsuit. The company has held license rights under the patent since acquiring Intersils power discrete business in 2001, and the company more recently secured exclusive rights to assert the patent against Power Integrations. The company
intends to take all possible steps to seek a court order to stop Power Integrations from making, using, selling, offering for sale or importing the infringing products into the U.S. and to obtain monetary damages for Power Integrations
infringing activities.

The company has acquired another company that is also involved in patent litigation with Power Integrations. The company recently
completed the acquisition of System General Corporation (see Part II, Item 5 for further information). System General is currently appealing to the U.S. Court of Appeals for the Federal Circuit the outcome of proceedings before the U.S.
International Trade Commission (ITC) involving allegations of patent infringement, and is a defendant in a patent infringement lawsuit in the U.S. District Court for the Northern District of California. The district court action has been stayed at
least until the appeals court issues its decision on System Generals appeal of the ITCs final determination. Both the ITC proceeding and the lawsuit were initiated by Power Integrations. As in all litigation, the results of these matters
are difficult to predict and no assurance can be given as to the outcome of these proceedings. An adverse outcome in these matters could negatively impact the companys financial results. The company has analyzed the potential for a loss from
this litigation in accordance with SFAS 5. Due to the companys beliefs about its position in the case, and because the company is unable to reasonably estimate the amount of loss the company would incur if the company does not prevail,
the company has not recorded a reserve for contingent loss. Should the company ultimately lose the lawsuit, such result could have an adverse impact on the companys ability to sell products found to be infringing, either directly or indirectly
in the U.S.

ZTE Corporation v. Fairchild Semiconductor Corporation. On December 30, 2004, the companys wholly owned subsidiary,
Fairchild Semiconductor Corporation, was sued by Zhongxing Telecom Ltd. (ZTE), a communications equipment manufacturer, in the Intermediate Peoples Court of Shenzhen, Guangdong Province, Peoples Republic of China. The complaint filed by
ZTE alleges that certain of the companys products were defective and caused personal injury and/or property loss to ZTE. ZTE claims 65,733,478 Chinese yuan as damages. The company contested the lawsuit in a trial held on October 20, 2005.
On December 29, 2006, the company was informed that the court had ruled in favor of ZTE and had ordered Fairchild to pay RMB 65,733,478 (equivalent to approximately $8.5 million U.S. dollars based on exchange rates at July 1, 2007) to ZTE.
The company maintains that ZTEs product liability claims are invalid and appealed to the Higher Peoples Court of Guangdong Province. The company is awaiting the outcome of a hearing on the appeal held on April 18, 2007. The lawsuit
relates to alleged defects in products shipped in late 2002 and early 2003. The company did not sell the allegedly defective products to ZTE directly. Among other defenses, the company has argued that limitations on damages in the companys
contract with its distributor at the time of shipment should limit any damages recovery by ZTE. The company recorded a charge of approximately $8.2 million in the fourth quarter 2006 related to this legal proceeding.

Patent Litigation with Alpha & Omega Semiconductor, Inc.On May 17, 2007, Alpha & Omega Semiconductor, Inc., (AOS) filed suit against the
company in the U.S. District Court for the Northern District of California alleging that the company is infringing two of its patents. AOS is seeking unspecified damages and an injunction against the company. The company in turn filed suit against
AOS in the same court on May 18, 2007, alleging that AOS is infringing four of the companys patents. The company is also seeking unspecified damages and an injunction. The company intends to take all possible steps to seek a court order
to stop AOS from making, using, selling, offering for sale or importing any infringing products in the U.S. and to obtain monetary damages for any infringing activities. Both cases have been assigned to the same district court judge, but have not
yet been consolidated. An initial case management conference has been set for August 17, 2007, and no other court proceedings have been scheduled.



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Although the company believes, based on the prior art it has identified and the companys knowledge of its products,
that the company has invalidity, non-infringement and other defenses to AOS patent claims, the results of litigation are difficult to predict and no assurance can be given that the company will succeed in proving the AOS patents invalid, not
infringed or unenforceable. Any damages award or injunction would be subject to appeal and the company would expect to carefully consider an appeal at the appropriate time. In such a case, if the company chose to appeal, the company would likely be
required to post a bond or provide other security for some or the entire amount of the final damages award during the pendency of the appeal.

The company
has analyzed the potential for a loss from this litigation in accordance with SFAS 5. Due to the companys beliefs about its position in the case, and because the company is unable to reasonably estimate the amount of loss the company would
incur if the company does not prevail, the company has not recorded a reserve for contingent loss. Should the company ultimately lose the lawsuit, such result could have an adverse impact on the companys ability to sell products found to be
infringing, either directly or indirectly in the U.S.

From time to time the company is involved in legal proceedings in the ordinary course of business.
The company believes that there is no such ordinary-course litigation pending that could have, individually or in the aggregate, a material adverse effect on the companys business, financial condition, results of operations or cash flows.

Note 13  Acquisitions and Divestitures

On
January 2, 2007, the company launched a tender offer in Taiwan to acquire 100% of the outstanding shares of Taipei-based System General. System General is a leading supplier of analog power management semiconductors for AC/DC offline power
conversion in computers, LCD monitors, printers, chargers, and consumer products. At the closing of the tender offer on February 5, 2007, 65,459,517 shares of System General stock were acquired, representing approximately 95.6% of System
Generals outstanding shares. The total amount paid in cash for the 95.6% interest, net of cash acquired, was approximately $171.2 million. The company acquired the remaining System General shares effective August 3, 2007. The company
anticipates final purchase accounting will be completed during the third quarter of 2007.

The operating results of System General since February 5,
2007 have been included in the accompanying consolidated financial statements based on the 95.6% ownership interest of the fair value of System General. The remaining portion of the acquired net assets represents the minority interests
ownership and is reflected on our balance sheet based on the historical carrying amounts of the acquired enterprise. In connection with the acquisition, the company recorded a charge of $3.7 million for in-process research and development in the
first quarter of 2007. The company also acquired goodwill of approximately $116.1 million with the remainder of the purchase price in excess of the fair value of net tangible assets allocated to various other intangible assets. The purchase price
allocation as of July 1, 2007 is based on the companys estimate of the fair value of identifiable intangible and net tangible assets acquired. The final purchase price allocation will be completed upon completion of this analysis during
the third quarter of 2007.

No proforma results of operations are presented because System General does not constitute a significant
subsidiary.

Note 14  Condensed Consolidating Financial Statements

The company operates through its wholly owned subsidiary Fairchild Semiconductor Corporation and other indirect wholly owned subsidiaries. Fairchild Semiconductor International, Inc. and certain of Fairchild
Semiconductor Corporations subsidiaries are guarantors under the companys senior credit facility and Fairchild Semiconductor Corporations 5% Convertible Senior Subordinated Notes. These guarantees are joint and several.
Accordingly, presented below are condensed consolidating balance sheets of Fairchild Semiconductor International, Inc. as of July 1, 2007 and December 31, 2006 and related condensed consolidating statements of operations for the three and
six months ended July 1, 2007 and July 2, 2006 and condensed consolidating statements of cash flows for the six months ended July 1, 2007 and July 2, 2006.



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FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.

CONDENSED CONSOLIDATING BALANCE SHEET (Unaudited)



|                                                             |  |                                                         |         |   |                                                 |   |                       |  |   |                           |   |  |              |         |   |                                                       |   |          |   |  |   |         |  
|------------------------------------------------------------ |  | ------------------------------------------------------- | ------- | - | ----------------------------------------------- | - | --------------------- |  | - | ------------------------- | - |  | ------------ | ------- | - | ----------------------------------------------------- | - | -------- | - |  | - | ------- | -
|                                                             |  | July 1, 2007                                            |        
|                                                             |  | UnconsolidatedFairchildSemiconductorInternational, Inc. |         |   | UnconsolidatedFairchildSemiconductorCorporation |   | GuarantorSubsidiaries |  |   | Non-GuarantorSubsidiaries |   |  | Eliminations |         |   | ConsolidatedFairchildSemiconductorInternational, Inc. |  
|                                                             |  | (In millions)                                           |        
|ASSETS                                                       |  |                                                         |         |   |                                                 |   |                       |  |   |                           |   |  |              |         |   |                                                       |   |          |   |  |   |         |  
|Current assets:                                              |  |                                                         |         |   |                                                 |   |                       |  |   |                           |   |  |              |         |   |                                                       |   |          |   |  |   |         |  
|Cash and cash equivalents                                    |  | $                                                       |        |   |                                                 | $ | 134.1                 |  | $ |                          |   |  | $            | 238.7   |   |                                                       | $ |         |   |  | $ | 372.8   |  
|Short-term marketable securities                             |  |                                                         |        |   |                                                 |   | 71.2                  |  |   |                          |   |  |              | 1.8     |   |                                                       |   |         |   |  |   | 73.0    |  
|Accounts receivable, net                                     |  |                                                         |        |   |                                                 |   | 17.3                  |  |   |                          |   |  |              | 158.9   |   |                                                       |   |         |   |  |   | 176.2   |  
|Inventories                                                  |  |                                                         |        |   |                                                 |   | 42.2                  |  |   | 0.4                       |   |  |              | 198.1   |   |                                                       |   |         |   |  |   | 240.7   |  
|Deferred income taxes, net                                   |  |                                                         |        |   |                                                 |   |                      |  |   |                          |   |  |              | 9.4     |   |                                                       |   |         |   |  |   | 9.4     |  
|Other current assets                                         |  |                                                         |        |   |                                                 |   | 16.7                  |  |   |                          |   |  |              | 12.4    |   |                                                       |   |         |   |  |   | 29.1    |  
|                                                             |  |                                                         |         |   |                                                 |   |                       |  |   |                           |   |  |              |         |   |                                                       |   |          |   |  |   |         |  
|Total current assets                                         |  |                                                         |        |   |                                                 |   | 281.5                 |  |   | 0.4                       |   |  |              | 619.3   |   |                                                       |   |         |   |  |   | 901.2   |  
|                                                             |  |                                                         |         |   |                                                 |  
|Property, plant and equipment, net                           |  |                                                         |        |   |                                                 |   | 259.4                 |  |   | 1.3                       |   |  |              | 386.5   |   |                                                       |   |         |   |  |   | 647.2   |  
|Deferred income taxes                                        |  |                                                         |        |   |                                                 |   | 4.4                   |  |   |                          |   |  |              | 5.5     |   |                                                       |   |         |   |  |   | 9.9     |  
|Intangible assets, net                                       |  |                                                         |        |   |                                                 |   | 22.6                  |  |   | 10.7                      |   |  |              | 99.6    |   |                                                       |   |         |   |  |   | 132.9   |  
|Goodwill                                                     |  |                                                         |        |   |                                                 |   | 167.7                 |  |   | 61.7                      |   |  |              | 116.6   |   |                                                       |   |         |   |  |   | 346.0   |  
|Long-term marketable securities                              |  |                                                         |        |   |                                                 |   | 2.0                   |  |   |                          |   |  |              |        |   |                                                       |   |         |   |  |   | 2.0     |  
|Investment in subsidiary                                     |  |                                                         | 1,169.3 |   |                                                 |   | 1,210.0               |  |   | 440.6                     |   |  |              | 299.6   |   |                                                       |   | (3,119.5 | ) |  |   |        |  
|Other assets                                                 |  |                                                         |        |   |                                                 |   | 14.8                  |  |   | 2.0                       |   |  |              | 17.0    |   |                                                       |   |         |   |  |   | 33.8    |  
|                                                             |  |                                                         |         |   |                                                 |   |                       |  |   |                           |   |  |              |         |   |                                                       |   |          |   |  |   |         |  
|Total assets                                                 |  | $                                                       | 1,169.3 |   |                                                 | $ | 1,962.4               |  | $ | 516.7                     |   |  | $            | 1,544.1 |   |                                                       | $ | (3,119.5 | ) |  | $ | 2,073.0 |  
|                                                             |  |                                                         |         |   |                                                 |   |                       |  |   |                           |   |  |              |         |   |                                                       |   |          |   |  |   |         |  
|                                                             |  |                                                         |         |   |                                                 |  
|LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS EQUITY       |  |                                                         |         |   |                                                 |   |                       |  |   |                           |   |  |              |         |   |                                                       |   |          |   |  |   |         |  
|Current liabilities:                                         |  |                                                         |         |   |                                                 |   |                       |  |   |                           |   |  |              |         |   |                                                       |   |          |   |  |   |         |  
|Current portion of long-term debt                            |  | $                                                       |        |   |                                                 | $ | 3.7                   |  | $ |                          |   |  | $            |        |   |                                                       | $ |         |   |  | $ | 3.7     |  
|Accounts payable                                             |  |                                                         |        |   |                                                 |   | 37.4                  |  |   | 0.4                       |   |  |              | 88.1    |   |                                                       |   |         |   |  |   | 125.9   |  
|Accrued expenses and other current liabilities               |  |                                                         |        |   |                                                 |   | 53.4                  |  |   | 1.8                       |   |  |              | 57.1    |   |                                                       |   |         |   |  |   | 112.3   |  
|                                                             |  |                                                         |         |   |                                                 |   |                       |  |   |                           |   |  |              |         |   |                                                       |   |          |   |  |   |         |  
|Total current liabilities                                    |  |                                                         |        |   |                                                 |   | 94.5                  |  |   | 2.2                       |   |  |              | 145.2   |   |                                                       |   |         |   |  |   | 241.9   |  
|                                                             |  |                                                         |         |   |                                                 |  
|Long-term debt, less current portion                         |  |                                                         |        |   |                                                 |   | 586.9                 |  |   |                          |   |  |              |        |   |                                                       |   |         |   |  |   | 586.9   |  
|Net intercompany (receivable) payable                        |  |                                                         |        |   |                                                 |   | 71.1                  |  |   | (231.5                    | ) |  |              | 160.4   |   |                                                       |   |         |   |  |   |        |  
|Deferred income taxes                                        |  |                                                         |        |   |                                                 |   | 28.5                  |  |   |                          |   |  |              | 10.3    |   |                                                       |   |         |   |  |   | 38.8    |  
|Other liabilities                                            |  |                                                         |        |   |                                                 |   | 10.9                  |  |   |                          |   |  |              | 24.4    |   |                                                       |   |         |   |  |   | 35.3    |  
|Minority interest                                            |  |                                                         |        |   |                                                 |   |                      |  |   |                          |   |  |              | 1.3     |   |                                                       |   |         |   |  |   | 1.3     |  
|                                                             |  |                                                         |         |   |                                                 |   |                       |  |   |                           |   |  |              |         |   |                                                       |   |          |   |  |   |         |  
|Total liabilities                                            |  |                                                         |        |   |                                                 |   | 791.9                 |  |   | (229.3                    | ) |  |              | 341.6   |   |                                                       |   |         |   |  |   | 904.2   |  
|                                                             |  |                                                         |         |   |                                                 |  
|Commitments and contingencies                                |  |                                                         |         |   |                                                 |   |                       |  |   |                           |   |  |              |         |   |                                                       |   |          |   |  |   |         |  
|Temporary equitydeferred stock units                        |  |                                                         | 2.5     |   |                                                 |   |                      |  |   |                          |   |  |              |        |   |                                                       |   |         |   |  |   | 2.5     |  
|Stockholders equity:                                        |  |                                                         |         |   |                                                 |   |                       |  |   |                           |   |  |              |         |   |                                                       |   |          |   |  |   |         |  
|Common stock                                                 |  |                                                         | 1.2     |   |                                                 |   |                      |  |   |                          |   |  |              |        |   |                                                       |   |         |   |  |   | 1.2     |  
|Additional paid-in capital                                   |  |                                                         | 1,350.7 |   |                                                 |   |                      |  |   |                          |   |  |              |        |   |                                                       |   |         |   |  |   | 1,350.7 |  
|Retained earnings (accumulated deficit)                      |  |                                                         | (170.9  | ) |                                                 |   | 1,169.3               |  |   | 746.0                     |   |  |              | 1,204.2 |   |                                                       |   | (3,119.5 | ) |  |   | (170.9  | )
|Accumulated other comprehensive loss                         |  |                                                         |        |   |                                                 |   | 1.2                   |  |   |                          |   |  |              | (1.7    | ) |                                                       |   |         |   |  |   | (0.5    | )
|Less treasury stock (at cost)                                |  |                                                         | (14.2   | ) |                                                 |   |                      |  |   |                          |   |  |              |        |   |                                                       |   |         |   |  |   | (14.2   | )
|                                                             |  |                                                         |         |   |                                                 |   |                       |  |   |                           |   |  |              |         |   |                                                       |   |          |   |  |   |         |  
|Total stockholders equity                                   |  |                                                         | 1,166.8 |   |                                                 |   | 1,170.5               |  |   | 746.0                     |   |  |              | 1,202.5 |   |                                                       |   | (3,119.5 | ) |  |   | 1,166.3 |  
|                                                             |  |                                                         |         |   |                                                 |   |                       |  |   |                           |   |  |              |         |   |                                                       |   |          |   |  |   |         |  
|Total liabilities, temporary equity and stockholders equity |  | $                                                       | 1,169.3 |   |                                                 | $ | 1,962.4               |  | $ | 516.7                     |   |  | $            | 1,544.1 |   |                                                       | $ | (3,119.5 | ) |  | $ | 2,073.0 |  
|                                                             |  |                                                         |         |   |                                                 |   |                       |  |   |                           |   |  |              |         |   |                                                       |   |          |   |  |   |         |  



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FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited)



|                                                |  |                                                         |      |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |      
|----------------------------------------------- |  | ------------------------------------------------------- | ---- | - | ----------------------------------------------- | - | ----- | --------------------- |  | - | ------------------------- | - |  | ------------ | ----- | - | ----------------------------------------------------- | - | ------ | - |  | - | -----
|                                                |  | Three Months Ended July 1, 2007                        
|                                                |  | UnconsolidatedFairchildSemiconductorInternational, Inc. |      |   | UnconsolidatedFairchildSemiconductorCorporation |   |       | GuarantorSubsidiaries |  |   | Non-GuarantorSubsidiaries |   |  | Eliminations |       |   | ConsolidatedFairchildSemiconductorInternational, Inc.
|                                                |  | (In millions)                                          
|Total revenue                                   |  | $                                                       |     |   |                                                 | $ | 131.3 |                       |  | $ | 0.2                       |   |  | $            | 749.5 |   |                                                       | $ | (472.1 | ) |  | $ | 408.9
|Cost of sales                                   |  |                                                         |     |   |                                                 |   | 121.4 |                       |  |   | 1.0                       |   |  |              | 644.0 |   |                                                       |   | (472.1 | ) |  |   | 294.3
|                                                |  |                                                         |      |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |      
|Gross profit (loss)                             |  |                                                         |     |   |                                                 |   | 9.9   |                       |  |   | (0.8                      | ) |  |              | 105.5 |   |                                                       |   |       |   |  |   | 114.6
|                                                |  |                                                         |      |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |      
|Operating expenses:                             |  |                                                         |      |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |      
|Research and development                        |  |                                                         |     |   |                                                 |   | 15.8  |                       |  |   | 2.8                       |   |  |              | 10.0  |   |                                                       |   |       |   |  |   | 28.6 
|Selling, general and administrative             |  |                                                         |     |   |                                                 |   | 35.7  |                       |  |   | 1.3                       |   |  |              | 23.5  |   |                                                       |   |       |   |  |   | 60.5 
|Amortization of acquisition-related intangibles |  |                                                         |     |   |                                                 |   | 1.4   |                       |  |   | 0.5                       |   |  |              | 3.7   |   |                                                       |   |       |   |  |   | 5.6  
|Restructuring and impairments                   |  |                                                         |     |   |                                                 |   | 1.1   |                       |  |   | 1.6                       |   |  |              | 2.8   |   |                                                       |   |       |   |  |   | 5.5  
|Reserve for potential settlement losses         |  |                                                         |     |   |                                                 |   | 1.7   |                       |  |   |                          |   |  |              |      |   |                                                       |   |       |   |  |   | 1.7  
|                                                |  |                                                         |      |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |      
|Total operating expenses                        |  |                                                         |     |   |                                                 |   | 55.7  |                       |  |   | 6.2                       |   |  |              | 40.0  |   |                                                       |   |       |   |  |   | 101.9
|                                                |  |                                                         |      |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |      
|Operating income (loss)                         |  |                                                         |     |   |                                                 |   | (45.8 | )                     |  |   | (7.0                      | ) |  |              | 65.5  |   |                                                       |   |       |   |  |   | 12.7 
|                                                |  |                                                         |      |   |                                                 |  
|Other (income) expense, net                     |  |                                                         |     |   |                                                 |   | 7.8   |                       |  |   |                          |   |  |              | (2.3  | ) |                                                       |   |       |   |  |   | 5.5  
|Equity in subsidiary income                     |  |                                                         | (3.4 | ) |                                                 |   | (56.3 | )                     |  |   | 4.3                       |   |  |              |      |   |                                                       |   | 55.4   |   |  |   |     
|                                                |  |                                                         |      |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |      
|Income (loss) before income taxes               |  |                                                         | 3.4  |   |                                                 |   | 2.7   |                       |  |   | (11.3                     | ) |  |              | 67.8  |   |                                                       |   | (55.4  | ) |  |   | 7.2  
|                                                |  |                                                         |      |   |                                                 |  
|Provision for income taxes                      |  |                                                         |     |   |                                                 |   | (0.7  | )                     |  |   |                          |   |  |              | 4.5   |   |                                                       |   |       |   |  |   | 3.8  
|                                                |  |                                                         |      |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |      
|Net income (loss)                               |  | $                                                       | 3.4  |   |                                                 | $ | 3.4   |                       |  | $ | (11.3                     | ) |  | $            | 63.3  |   |                                                       | $ | (55.4  | ) |  | $ | 3.4  
|                                                |  |                                                         |      |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |      



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FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited)



|                                                |  |                                                         |      |   |                                                 |   |        |                       |  |   |                           |   |  |              |         |   |                                                       |   |        |   |  |   |      
|----------------------------------------------- |  | ------------------------------------------------------- | ---- | - | ----------------------------------------------- | - | ------ | --------------------- |  | - | ------------------------- | - |  | ------------ | ------- | - | ----------------------------------------------------- | - | ------ | - |  | - | -----
|                                                |  | Six Months Ended July 1, 2007                          
|                                                |  | UnconsolidatedFairchildSemiconductorInternational, Inc. |      |   | UnconsolidatedFairchildSemiconductorCorporation |   |        | GuarantorSubsidiaries |  |   | Non-GuarantorSubsidiaries |   |  | Eliminations |         |   | ConsolidatedFairchildSemiconductorInternational, Inc.
|                                                |  | (In millions)                                          
|Total revenue                                   |  | $                                                       |     |   |                                                 | $ | 262.6  |                       |  | $ | 0.6                       |   |  | $            | 1,491.0 |   |                                                       | $ | (942.7 | ) |  | $ | 811.5
|Cost of sales                                   |  |                                                         |     |   |                                                 |   | 238.2  |                       |  |   | 2.4                       |   |  |              | 1,287.5 |   |                                                       |   | (942.7 | ) |  |   | 585.4
|                                                |  |                                                         |      |   |                                                 |   |        |                       |  |   |                           |   |  |              |         |   |                                                       |   |        |   |  |   |      
|Gross profit (loss)                             |  |                                                         |     |   |                                                 |   | 24.4   |                       |  |   | (1.8                      | ) |  |              | 203.5   |   |                                                       |   |       |   |  |   | 226.1
|                                                |  |                                                         |      |   |                                                 |   |        |                       |  |   |                           |   |  |              |         |   |                                                       |   |        |   |  |   |      
|Operating expenses:                             |  |                                                         |      |   |                                                 |   |        |                       |  |   |                           |   |  |              |         |   |                                                       |   |        |   |  |   |      
|Research and development                        |  |                                                         |     |   |                                                 |   | 30.7   |                       |  |   | 6.1                       |   |  |              | 18.7    |   |                                                       |   |       |   |  |   | 55.5 
|Selling, general and administrative             |  |                                                         |     |   |                                                 |   | 70.9   |                       |  |   | 2.7                       |   |  |              | 44.1    |   |                                                       |   |       |   |  |   | 117.7
|Amortization of acquisition-related intangibles |  |                                                         |     |   |                                                 |   | 2.8    |                       |  |   | 1.0                       |   |  |              | 8.6     |   |                                                       |   |       |   |  |   | 12.4 
|Restructuring and impairments                   |  |                                                         |     |   |                                                 |   | 1.7    |                       |  |   | 1.6                       |   |  |              | 2.8     |   |                                                       |   |       |   |  |   | 6.1  
|Reserve for potential settlement losses         |  |                                                         |     |   |                                                 |   | 1.7    |                       |  |   |                          |   |  |              |        |   |                                                       |   |       |   |  |   | 1.7  
|Purchased in-process research & development     |  |                                                         |     |   |                                                 |   |       |                       |  |   |                          |   |  |              | 3.7     |   |                                                       |   |       |   |  |   | 3.7  
|                                                |  |                                                         |      |   |                                                 |   |        |                       |  |   |                           |   |  |              |         |   |                                                       |   |        |   |  |   |      
|Total operating expenses                        |  |                                                         |     |   |                                                 |   | 107.8  |                       |  |   | 11.4                      |   |  |              | 77.9    |   |                                                       |   |       |   |  |   | 197.1
|                                                |  |                                                         |      |   |                                                 |   |        |                       |  |   |                           |   |  |              |         |   |                                                       |   |        |   |  |   |      
|Operating income (loss)                         |  |                                                         |     |   |                                                 |   | (83.4  | )                     |  |   | (13.2                     | ) |  |              | 125.6   |   |                                                       |   |       |   |  |   | 29.0 
|                                                |  |                                                         |      |   |                                                 |  
|Other (income) expense, net                     |  |                                                         |     |   |                                                 |   | 14.7   |                       |  |   |                          |   |  |              | (4.5    | ) |                                                       |   |       |   |  |   | 10.2 
|Equity in subsidiary (income) loss              |  |                                                         | (9.7 | ) |                                                 |   | (109.5 | )                     |  |   | 8.0                       |   |  |              |        |   |                                                       |   | 111.2  |   |  |   |     
|                                                |  |                                                         |      |   |                                                 |   |        |                       |  |   |                           |   |  |              |         |   |                                                       |   |        |   |  |   |      
|Income (loss) before income taxes               |  |                                                         | 9.7  |   |                                                 |   | 11.4   |                       |  |   | (21.2                     | ) |  |              | 130.1   |   |                                                       |   | (111.2 | ) |  |   | 18.8 
|                                                |  |                                                         |      |   |                                                 |  
|Provision for income taxes                      |  |                                                         |     |   |                                                 |   | 1.7    |                       |  |   |                          |   |  |              | 7.4     |   |                                                       |   |       |   |  |   | 9.1  
|                                                |  |                                                         |      |   |                                                 |   |        |                       |  |   |                           |   |  |              |         |   |                                                       |   |        |   |  |   |      
|Net income (loss)                               |  | $                                                       | 9.7  |   |                                                 | $ | 9.7    |                       |  | $ | (21.2                     | ) |  | $            | 122.7   |   |                                                       | $ | (111.2 | ) |  | $ | 9.7  
|                                                |  |                                                         |      |   |                                                 |   |        |                       |  |   |                           |   |  |              |         |   |                                                       |   |        |   |  |   |      



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FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited)



|                                                                               |  |                                                         |       |   |                                                 |   |        |                       |  |                           |   |  |                                                       |       |   |  |   |        |  
|------------------------------------------------------------------------------ |  | ------------------------------------------------------- | ----- | - | ----------------------------------------------- | - | ------ | --------------------- |  | ------------------------- | - |  | ----------------------------------------------------- | ----- | - |  | - | ------ | -
|                                                                               |  | Six Months Ended July 1, 2007                           |      
|                                                                               |  | UnconsolidatedFairchildSemiconductorInternational, Inc. |       |   | UnconsolidatedFairchildSemiconductorCorporation |   |        | GuarantorSubsidiaries |  | Non-GuarantorSubsidiaries |   |  | ConsolidatedFairchildSemiconductorInternational, Inc. |      
|                                                                               |  |                                                         |       |   |                                                 |   |        | (In millions)         |  |                           |   |  |                                                       |      
|Cash flows provided by (used in) operating activities:                         |  | $                                                       |      |   |                                                 | $ | (37.1  | )                     |  | $                         |  |  | $                                                     | 110.6 |   |  | $ | 73.5   |  
|                                                                               |  |                                                         |       |   |                                                 |   |        |                       |  |                           |   |  |                                                       |       |   |  |   |        |  
|Investing activities:                                                          |  |                                                         |       |   |                                                 |   |        |                       |  |                           |   |  |                                                       |       |   |  |   |        |  
|Purchase of marketable securities                                              |  |                                                         |      |   |                                                 |   | (129.4 | )                     |  |                           |  |  |                                                       | (8.1  | ) |  |   | (137.5 | )
|Sale of marketable securities                                                  |  |                                                         |      |   |                                                 |   | 117.3  |                       |  |                           |  |  |                                                       | 7.5   |   |  |   | 124.8  |  
|Maturity of marketable securities                                              |  |                                                         |      |   |                                                 |   | 0.1    |                       |  |                           |  |  |                                                       |      |   |  |   | 0.1    |  
|Capital expenditures                                                           |  |                                                         |      |   |                                                 |   | (17.5  | )                     |  |                           |  |  |                                                       | (33.2 | ) |  |   | (50.7  | )
|Purchase of molds and tooling                                                  |  |                                                         |      |   |                                                 |   |       |                       |  |                           |  |  |                                                       | (1.0  | ) |  |   | (1.0   | )
|Acquisitions and divestitures, net of cash                                     |  |                                                         |      |   |                                                 |   | (171.2 | )                     |  |                           |  |  |                                                       |      |   |  |   | (171.2 | )
|Investment (in) from affiliate                                                 |  |                                                         | (11.5 | ) |                                                 |   | 11.5   |                       |  |                           |  |  |                                                       |      |   |  |   |       |  
|                                                                               |  |                                                         |       |   |                                                 |   |        |                       |  |                           |   |  |                                                       |       |   |  |   |        |  
|Cash used in investing activities                                              |  |                                                         | (11.5 | ) |                                                 |   | (189.2 | )                     |  |                           |  |  |                                                       | (34.8 | ) |  |   | (235.5 | )
|                                                                               |  |                                                         |       |   |                                                 |   |        |                       |  |                           |   |  |                                                       |       |   |  |   |        |  
|Financing activities:                                                          |  |                                                         |       |   |                                                 |   |        |                       |  |                           |   |  |                                                       |       |   |  |   |        |  
|Repayment of long-term debt                                                    |  |                                                         |      |   |                                                 |   | (1.9   | )                     |  |                           |  |  |                                                       |      |   |  |   | (1.9   | )
|Proceeds from issuance of common stock and from exercise of stock options, net |  |                                                         | 23.2  |   |                                                 |   |       |                       |  |                           |  |  |                                                       |      |   |  |   | 23.2   |  
|Purchase of treasury stock                                                     |  |                                                         | (11.7 | ) |                                                 |   |       |                       |  |                           |  |  |                                                       |      |   |  |   | (11.7  | )
|                                                                               |  |                                                         |       |   |                                                 |   |        |                       |  |                           |   |  |                                                       |       |   |  |   |        |  
|Cash provided by (used in) financing activities                                |  |                                                         | 11.5  |   |                                                 |   | (1.9   | )                     |  |                           |  |  |                                                       |      |   |  |   | 9.6    |  
|                                                                               |  |                                                         |       |   |                                                 |   |        |                       |  |                           |   |  |                                                       |       |   |  |   |        |  
|Net change in cash and cash equivalents                                        |  |                                                         |      |   |                                                 |   | (228.2 | )                     |  |                           |  |  |                                                       | 75.8  |   |  |   | (152.4 | )
|Cash and cash equivalents at beginning of period                               |  |                                                         |      |   |                                                 |   | 362.3  |                       |  |                           |  |  |                                                       | 162.9 |   |  |   | 525.2  |  
|                                                                               |  |                                                         |       |   |                                                 |   |        |                       |  |                           |   |  |                                                       |       |   |  |   |        |  
|Cash and cash equivalents at end of period                                     |  | $                                                       |      |   |                                                 | $ | 134.1  |                       |  | $                         |  |  | $                                                     | 238.7 |   |  | $ | 372.8  |  
|                                                                               |  |                                                         |       |   |                                                 |   |        |                       |  |                           |   |  |                                                       |       |   |  |   |        |  
|Supplemental Cash Flow Information:                                            |  |                                                         |       |   |                                                 |   |        |                       |  |                           |   |  |                                                       |       |   |  |   |        |  
|Cash paid during the period for:                                               |  |                                                         |       |   |                                                 |   |        |                       |  |                           |   |  |                                                       |       |   |  |   |        |  
|Income taxes                                                                   |  | $                                                       |      |   |                                                 | $ | 0.1    |                       |  | $                         |  |  | $                                                     | 10.2  |   |  | $ | 10.3   |  
|                                                                               |  |                                                         |       |   |                                                 |   |        |                       |  |                           |   |  |                                                       |       |   |  |   |        |  
|Interest                                                                       |  | $                                                       |      |   |                                                 | $ | 18.6   |                       |  | $                         |  |  | $                                                     |      |   |  | $ | 18.6   |  
|                                                                               |  |                                                         |       |   |                                                 |   |        |                       |  |                           |   |  |                                                       |       |   |  |   |        |  



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FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.

CONDENSED CONSOLIDATING BALANCE SHEET



|                                                             |  |                                                         |         |   |                                                 |   |         |                       |  |   |                           |   |              |   |         |                                                       |   |          |   |  |   |         |  
|------------------------------------------------------------ |  | ------------------------------------------------------- | ------- | - | ----------------------------------------------- | - | ------- | --------------------- |  | - | ------------------------- | - | ------------ | - | ------- | ----------------------------------------------------- | - | -------- | - |  | - | ------- | -
|                                                             |  | December 31, 2006                                       |        
|                                                             |  | UnconsolidatedFairchildSemiconductorInternational, Inc. |         |   | UnconsolidatedFairchildSemiconductorCorporation |   |         | GuarantorSubsidiaries |  |   | Non-GuarantorSubsidiaries |   | Eliminations |   |         | ConsolidatedFairchildSemiconductorInternational, Inc. |  
|                                                             |  | (In millions)                                           |        
|ASSETS                                                       |  |                                                         |         |   |                                                 |   |         |                       |  |   |                           |   |              |   |         |                                                       |   |          |   |  |   |         |  
|Current assets:                                              |  |                                                         |         |   |                                                 |   |         |                       |  |   |                           |   |              |   |         |                                                       |   |          |   |  |   |         |  
|Cash and cash equivalents                                    |  | $                                                       |        |   |                                                 | $ | 362.3   |                       |  | $ |                          |   |              | $ | 162.9   |                                                       | $ |         |   |  | $ | 525.2   |  
|Short-term marketable securities                             |  |                                                         |        |   |                                                 |   | 59.1    |                       |  |   |                          |   |              |   |        |                                                       |   |         |   |  |   | 59.1    |  
|Accounts receivable, net                                     |  |                                                         |        |   |                                                 |   | 18.3    |                       |  |   | (0.1                      | ) |              |   | 145.1   |                                                       |   |         |   |  |   | 163.3   |  
|Inventories                                                  |  |                                                         |        |   |                                                 |   | 43.7    |                       |  |   | 0.5                       |   |              |   | 194.7   |                                                       |   |         |   |  |   | 238.9   |  
|Deferred income taxes, net                                   |  |                                                         |        |   |                                                 |   |        |                       |  |   |                          |   |              |   | 11.5    |                                                       |   |         |   |  |   | 11.5    |  
|Other current assets                                         |  |                                                         |        |   |                                                 |   | 18.1    |                       |  |   |                          |   |              |   | 12.4    |                                                       |   |         |   |  |   | 30.5    |  
|                                                             |  |                                                         |         |   |                                                 |   |         |                       |  |   |                           |   |              |   |         |                                                       |   |          |   |  |   |         |  
|Total current assets                                         |  |                                                         |        |   |                                                 |   | 501.5   |                       |  |   | 0.4                       |   |              |   | 526.6   |                                                       |   |         |   |  |   | 1,028.5 |  
|                                                             |  |                                                         |         |   |                                                 |  
|Property, plant and equipment, net                           |  |                                                         |        |   |                                                 |   | 264.4   |                       |  |   | 1.6                       |   |              |   | 380.4   |                                                       |   |         |   |  |   | 646.4   |  
|Deferred income taxes                                        |  |                                                         |        |   |                                                 |   |        |                       |  |   |                          |   |              |   | 0.9     |                                                       |   |         |   |  |   | 0.9     |  
|Intangible assets, net                                       |  |                                                         |        |   |                                                 |   | 25.6    |                       |  |   | 11.7                      |   |              |   | 66.3    |                                                       |   |         |   |  |   | 103.6   |  
|Goodwill                                                     |  |                                                         |        |   |                                                 |   | 167.7   |                       |  |   | 61.8                      |   |              |   | 0.4     |                                                       |   |         |   |  |   | 229.9   |  
|Long-term marketable securities                              |  |                                                         |        |   |                                                 |   | 2.1     |                       |  |   |                          |   |              |   |        |                                                       |   |         |   |  |   | 2.1     |  
|Investment in subsidiary                                     |  |                                                         | 1,133.4 |   |                                                 |   | 985.3   |                       |  |   | 250.2                     |   |              |   | 259.6   |                                                       |   | (2,628.5 | ) |  |   |        |  
|Other assets                                                 |  |                                                         |        |   |                                                 |   | 14.8    |                       |  |   | 2.0                       |   |              |   | 17.4    |                                                       |   |         |   |  | $ | 34.2    |  
|                                                             |  |                                                         |         |   |                                                 |   |         |                       |  |   |                           |   |              |   |         |                                                       |   |          |   |  |   |         |  
|Total assets                                                 |  | $                                                       | 1,133.4 |   |                                                 | $ | 1,961.4 |                       |  | $ | 327.7                     |   |              | $ | 1,251.6 |                                                       | $ | (2,628.5 | ) |  | $ | 2,045.6 |  
|                                                             |  |                                                         |         |   |                                                 |   |         |                       |  |   |                           |   |              |   |         |                                                       |   |          |   |  |   |         |  
|                                                             |  |                                                         |         |   |                                                 |  
|LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS EQUITY       |  |                                                         |         |   |                                                 |   |         |                       |  |   |                           |   |              |   |         |                                                       |   |          |   |  |   |         |  
|Current liabilities:                                         |  |                                                         |         |   |                                                 |   |         |                       |  |   |                           |   |              |   |         |                                                       |   |          |   |  |   |         |  
|Current portion of long-term debt                            |  | $                                                       |        |   |                                                 | $ | 2.8     |                       |  | $ |                          |   |              | $ |        |                                                       | $ |         |   |  | $ | 2.8     |  
|Accounts payable                                             |  |                                                         |        |   |                                                 |   | 25.1    |                       |  |   | 0.6                       |   |              |   | 64.5    |                                                       |   |         |   |  |   | 90.2    |  
|Accrued expenses and other current liabilities               |  |                                                         |        |   |                                                 |   | 95.8    |                       |  |   | 4.2                       |   |              |   | 69.5    |                                                       |   |         |   |  |   | 169.5   |  
|                                                             |  |                                                         |         |   |                                                 |   |         |                       |  |   |                           |   |              |   |         |                                                       |   |          |   |  |   |         |  
|Total current liabilities                                    |  |                                                         |        |   |                                                 |   | 123.7   |                       |  |   | 4.8                       |   |              |   | 134.0   |                                                       |   |         |   |  |   | 262.5   |  
|                                                             |  |                                                         |         |   |                                                 |  
|Long-term debt, less current portion                         |  |                                                         |        |   |                                                 |   | 589.7   |                       |  |   |                          |   |              |   |        |                                                       |   |         |   |  |   | 589.7   |  
|Net intercompany (receivable) payable                        |  |                                                         |        |   |                                                 |   | 88.1    |                       |  |   | (245.8                    | ) |              |   | 157.7   |                                                       |   |         |   |  |   |        |  
|Deferred income taxes                                        |  |                                                         |        |   |                                                 |   | 26.1    |                       |  |   |                          |   |              |   | 8.9     |                                                       |   |         |   |  |   | 35.0    |  
|Other liabilities                                            |  |                                                         |        |   |                                                 |   | 0.5     |                       |  |   |                          |   |              |   | 23.5    |                                                       |   |         |   |  |   | 24.0    |  
|                                                             |  |                                                         |         |   |                                                 |   |         |                       |  |   |                           |   |              |   |         |                                                       |   |          |   |  |   |         |  
|Total liabilities                                            |  |                                                         |        |   |                                                 |   | 828.1   |                       |  |   | (241.0                    | ) |              |   | 324.1   |                                                       |   |         |   |  |   | 911.2   |  
|                                                             |  |                                                         |         |   |                                                 |  
|Commitments and contingencies                                |  |                                                         |         |   |                                                 |   |         |                       |  |   |                           |   |              |   |         |                                                       |   |          |   |  |   |         |  
|Temporary equitydeferred stock units                        |  |                                                         | 2.2     |   |                                                 |   |        |                       |  |   |                          |   |              |   |        |                                                       |   |         |   |  |   | 2.2     |  
|Stockholders equity:                                        |  |                                                         |         |   |                                                 |   |         |                       |  |   |                           |   |              |   |         |                                                       |   |          |   |  |   |         |  
|Common stock                                                 |  |                                                         | 1.2     |   |                                                 |   |        |                       |  |   |                          |   |              |   |        |                                                       |   |         |   |  |   | 1.2     |  
|Additional paid-in capital                                   |  |                                                         | 1,319.1 |   |                                                 |   |        |                       |  |   |                          |   |              |   |        |                                                       |   |         |   |  |   | 1,319.1 |  
|Retained earnings (accumulated deficit)                      |  |                                                         | (182.5  | ) |                                                 |   | 1,133.4 |                       |  |   | 568.7                     |   |              |   | 926.4   |                                                       |   | (2,628.5 | ) |  |   | (182.5  | )
|Accumulated other comprehensive income (loss)                |  |                                                         |        |   |                                                 |   | (0.1    | )                     |  |   |                          |   |              |   | 1.1     |                                                       |   |         |   |  |   | 1.0     |  
|Less treasury stock (at cost)                                |  |                                                         | (6.6    | ) |                                                 |   |        |                       |  |   |                          |   |              |   |        |                                                       |   |         |   |  |   | (6.6    | )
|                                                             |  |                                                         |         |   |                                                 |   |         |                       |  |   |                           |   |              |   |         |                                                       |   |          |   |  |   |         |  
|Total stockholders equity                                   |  |                                                         | 1,131.2 |   |                                                 |   | 1,133.3 |                       |  |   | 568.7                     |   |              |   | 927.5   |                                                       |   | (2,628.5 | ) |  |   | 1,132.2 |  
|                                                             |  |                                                         |         |   |                                                 |   |         |                       |  |   |                           |   |              |   |         |                                                       |   |          |   |  |   |         |  
|Total liabilities, temporary equity and stockholders equity |  | $                                                       | 1,133.4 |   |                                                 | $ | 1,961.4 |                       |  | $ | 327.7                     |   |              | $ | 1,251.6 |                                                       | $ | (2,628.5 | ) |  | $ | 2,045.6 |  
|                                                             |  |                                                         |         |   |                                                 |   |         |                       |  |   |                           |   |              |   |         |                                                       |   |          |   |  |   |         |  



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FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited)



|                                                |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |       |  
|----------------------------------------------- |  | ------------------------------------------------------- | ----- | - | ----------------------------------------------- | - | ----- | --------------------- |  | - | ------------------------- | - |  | ------------ | ----- | - | ----------------------------------------------------- | - | ------ | - |  | - | ----- | -
|                                                |  | Three Months Ended July 2, 2006                         |      
|                                                |  | UnconsolidatedFairchildSemiconductorInternational, Inc. |       |   | UnconsolidatedFairchildSemiconductorCorporation |   |       | GuarantorSubsidiaries |  |   | Non-GuarantorSubsidiaries |   |  | Eliminations |       |   | ConsolidatedFairchildSemiconductorInternational, Inc. |  
|                                                |  | (In millions)                                           |      
|Total revenue                                   |  | $                                                       |      |   |                                                 | $ | 380.0 |                       |  | $ | 0.9                       |   |  | $            | 497.0 |   |                                                       | $ | (471.6 | ) |  | $ | 406.3 |  
|Cost of sales                                   |  |                                                         |      |   |                                                 |   | 336.4 |                       |  |   | 2.9                       |   |  |              | 413.6 |   |                                                       |   | (471.6 | ) |  |   | 281.3 |  
|                                                |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |       |  
|Gross profit (loss)                             |  |                                                         |      |   |                                                 |   | 43.6  |                       |  |   | (2.0                      | ) |  |              | 83.4  |   |                                                       |   |       |   |  |   | 125.0 |  
|                                                |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |       |  
|Operating expenses:                             |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |       |  
|Research and development                        |  |                                                         |      |   |                                                 |   | 15.2  |                       |  |   | 3.7                       |   |  |              | 7.4   |   |                                                       |   |       |   |  |   | 26.3  |  
|Selling, general and administrative             |  |                                                         |      |   |                                                 |   | 37.5  |                       |  |   | 2.3                       |   |  |              | 20.5  |   |                                                       |   |       |   |  |   | 60.3  |  
|Amortization of acquisition-related intangibles |  |                                                         |      |   |                                                 |   | 1.4   |                       |  |   | 0.4                       |   |  |              | 4.0   |   |                                                       |   |       |   |  |   | 5.8   |  
|Gain on sale of product line, net               |  |                                                         |      |   |                                                 |   |      |                       |  |   | (1.5                      | ) |  |              | (0.2  | ) |                                                       |   |       |   |  |   | (1.7  | )
|                                                |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |       |  
|Total operating expenses                        |  |                                                         |      |   |                                                 |   | 54.1  |                       |  |   | 4.9                       |   |  |              | 31.7  |   |                                                       |   |       |   |  |   | 90.7  |  
|                                                |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |       |  
|Operating income (loss)                         |  |                                                         |      |   |                                                 |   | (10.5 | )                     |  |   | (6.9                      | ) |  |              | 51.7  |   |                                                       |   |       |   |  |   | 34.3  |  
|                                                |  |                                                         |       |   |                                                 |  
|Other expense, net                              |  |                                                         |      |   |                                                 |   | 7.9   |                       |  |   | (0.2                      | ) |  |              | (2.1  | ) |                                                       |   |       |   |  |   | 5.6   |  
|Equity in subsidiary income                     |  |                                                         | (23.0 | ) |                                                 |   | (45.7 | )                     |  |   | (6.8                      | ) |  |              |      |   |                                                       |   | 75.5   |   |  |   |      |  
|                                                |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |       |  
|Income before income taxes                      |  |                                                         | 23.0  |   |                                                 |   | 27.3  |                       |  |   | 0.1                       |   |  |              | 53.8  |   |                                                       |   | (75.5  | ) |  |   | 28.7  |  
|                                                |  |                                                         |       |   |                                                 |  
|Provision for income taxes                      |  |                                                         |      |   |                                                 |   | 4.3   |                       |  |   |                          |   |  |              | 1.4   |   |                                                       |   |       |   |  |   | 5.7   |  
|                                                |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |       |  
|Net income                                      |  | $                                                       | 23.0  |   |                                                 | $ | 23.0  |                       |  | $ | 0.1                       |   |  | $            | 52.4  |   |                                                       | $ | (75.5  | ) |  | $ | 23.0  |  
|                                                |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |       |  



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FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited)



|                                                |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |       |  
|----------------------------------------------- |  | ------------------------------------------------------- | ----- | - | ----------------------------------------------- | - | ----- | --------------------- |  | - | ------------------------- | - |  | ------------ | ----- | - | ----------------------------------------------------- | - | ------ | - |  | - | ----- | -
|                                                |  | Six Months Ended July 2, 2006                           |      
|                                                |  | UnconsolidatedFairchildSemiconductorInternational, Inc. |       |   | UnconsolidatedFairchildSemiconductorCorporation |   |       | GuarantorSubsidiaries |  |   | Non-GuarantorSubsidiaries |   |  | Eliminations |       |   | ConsolidatedFairchildSemiconductorInternational, Inc. |  
|                                                |  | (In millions)                                           |      
|Total revenue                                   |  | $                                                       |      |   |                                                 | $ | 757.1 |                       |  | $ | 1.9                       |   |  | $            | 997.0 |   |                                                       | $ | (940.2 | ) |  | $ | 815.8 |  
|Cost of sales                                   |  |                                                         |      |   |                                                 |   | 673.8 |                       |  |   | 3.7                       |   |  |              | 831.0 |   |                                                       |   | (940.2 | ) |  |   | 568.3 |  
|                                                |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |       |  
|Gross profit (loss)                             |  |                                                         |      |   |                                                 |   | 83.3  |                       |  |   | (1.8                      | ) |  |              | 166.0 |   |                                                       |   |       |   |  |   | 247.5 |  
|                                                |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |       |  
|Operating expenses:                             |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |       |  
|Research and development                        |  |                                                         |      |   |                                                 |   | 30.6  |                       |  |   | 7.3                       |   |  |              | 14.6  |   |                                                       |   |       |   |  |   | 52.5  |  
|Selling, general and administrative             |  |                                                         |      |   |                                                 |   | 76.7  |                       |  |   | 4.1                       |   |  |              | 39.5  |   |                                                       |   |       |   |  |   | 120.3 |  
|Amortization of acquisition-related intangibles |  |                                                         |      |   |                                                 |   | 2.7   |                       |  |   | 1.0                       |   |  |              | 8.0   |   |                                                       |   |       |   |  |   | 11.7  |  
|Gain on sale of product line, net               |  |                                                         |      |   |                                                 |   |      |                       |  |   | (4.5                      | ) |  |              | (0.4  | ) |                                                       |   |       |   |  |   | (4.9  | )
|                                                |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |       |  
|Total operating expenses                        |  |                                                         |      |   |                                                 |   | 110.0 |                       |  |   | 7.9                       |   |  |              | 61.7  |   |                                                       |   |       |   |  |   | 179.6 |  
|                                                |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |       |  
|Operating income (loss)                         |  |                                                         |      |   |                                                 |   | (26.7 | )                     |  |   | (9.7                      | ) |  |              | 104.3 |   |                                                       |   |       |   |  |   | 67.9  |  
|                                                |  |                                                         |       |   |                                                 |  
|Other expense, net                              |  |                                                         |      |   |                                                 |   | 15.7  |                       |  |   | (0.2                      | ) |  |              | (4.0  | ) |                                                       |   |       |   |  |   | 11.5  |  
|Equity in subsidiary income                     |  |                                                         | (49.6 | ) |                                                 |   | (91.9 | )                     |  |   | (10.2                     | ) |  |              |      |   |                                                       |   | 151.7  |   |  |   |      |  
|                                                |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |       |  
|Income before income taxes                      |  |                                                         | 49.6  |   |                                                 |   | 49.5  |                       |  |   | 0.7                       |   |  |              | 108.3 |   |                                                       |   | (151.7 | ) |  |   | 56.4  |  
|                                                |  |                                                         |       |   |                                                 |  
|Provision (benefit) for income taxes            |  |                                                         |      |   |                                                 |   | (0.1  | )                     |  |   |                          |   |  |              | 6.9   |   |                                                       |   |       |   |  |   | 6.8   |  
|                                                |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |       |  
|Net income                                      |  | $                                                       | 49.6  |   |                                                 | $ | 49.6  |                       |  | $ | 0.7                       |   |  | $            | 101.4 |   |                                                       | $ | (151.7 | ) |  | $ | 49.6  |  
|                                                |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |              |       |   |                                                       |   |        |   |  |   |       |  



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FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited)



|                                                                               |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |                                                       |       |   |  |   |       |  
|------------------------------------------------------------------------------ |  | ------------------------------------------------------- | ----- | - | ----------------------------------------------- | - | ----- | --------------------- |  | - | ------------------------- | - |  | ----------------------------------------------------- | ----- | - |  | - | ----- | -
|                                                                               |  | Six Months Ended July 2, 2006                           |      
|                                                                               |  | UnconsolidatedFairchildSemiconductorInternational, Inc. |       |   | UnconsolidatedFairchildSemiconductorCorporation |   |       | GuarantorSubsidiaries |  |   | Non-GuarantorSubsidiaries |   |  | ConsolidatedFairchildSemiconductorInternational, Inc. |      
|                                                                               |  | (In millions)                                           |      
|Cash flows provided by (used in) operating activities:                         |  | $                                                       |      |   |                                                 | $ | (20.8 | )                     |  | $ | 0.1                       |   |  | $                                                     | 86.6  |   |  | $ | 65.9  |  
|                                                                               |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |                                                       |       |   |  |   |       |  
|Investing activities:                                                          |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |                                                       |       |   |  |   |       |  
|Purchase of marketable securities                                              |  |                                                         |      |   |                                                 |   | (94.6 | )                     |  |   |                          |   |  |                                                       |      |   |  |   | (94.6 | )
|Sale of marketable securities                                                  |  |                                                         |      |   |                                                 |   | 116.8 |                       |  |   |                          |   |  |                                                       |      |   |  |   | 116.8 |  
|Maturity of marketable securities                                              |  |                                                         |      |   |                                                 |   | 19.7  |                       |  |   |                          |   |  |                                                       |      |   |  |   | 19.7  |  
|Capital expenditures                                                           |  |                                                         |      |   |                                                 |   | (15.1 | )                     |  |   | (0.1                      | ) |  |                                                       | (41.4 | ) |  |   | (56.6 | )
|Purchase of molds and tooling                                                  |  |                                                         |      |   |                                                 |   |      |                       |  |   |                          |   |  |                                                       | (0.7  | ) |  |   | (0.7  | )
|Acquisitions and divestitures, net of cash                                     |  |                                                         |      |   |                                                 |   | 5.4   |                       |  |   |                          |   |  |                                                       |      |   |  |   | 5.4   |  
|Investment (in) from affiliate                                                 |  |                                                         | (16.9 | ) |                                                 |   | 16.9  |                       |  |   |                          |   |  |                                                       |      |   |  |   |      |  
|                                                                               |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |                                                       |       |   |  |   |       |  
|Cash provided by (used in) investing activities                                |  |                                                         | (16.9 | ) |                                                 |   | 49.1  |                       |  |   | (0.1                      | ) |  |                                                       | (42.1 | ) |  |   | (10.0 | )
|                                                                               |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |                                                       |       |   |  |   |       |  
|Financing activities:                                                          |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |                                                       |       |   |  |   |       |  
|Repayment of long-term debt                                                    |  |                                                         |      |   |                                                 |   | (52.2 | )                     |  |   |                          |   |  |                                                       |      |   |  |   | (52.2 | )
|Proceeds from issuance of common stock and from exercise of stock options, net |  |                                                         | 20.9  |   |                                                 |   |      |                       |  |   |                          |   |  |                                                       |      |   |  |   | 20.9  |  
|Purchase of treasury stock                                                     |  |                                                         | (4.0  | ) |                                                 |   |      |                       |  |   |                          |   |  |                                                       |      |   |  |   | (4.0  | )
|Debt issuance costs                                                            |  |                                                         |      |   |                                                 |   | (1.4  | )                     |  |   |                          |   |  |                                                       |      |   |  |   | (1.4  | )
|                                                                               |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |                                                       |       |   |  |   |       |  
|Cash provided by (used in) financing activities                                |  |                                                         | 16.9  |   |                                                 |   | (53.6 | )                     |  |   |                          |   |  |                                                       |      |   |  |   | (36.7 | )
|                                                                               |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |                                                       |       |   |  |   |       |  
|Net change in cash and cash equivalents                                        |  |                                                         |      |   |                                                 |   | (25.3 | )                     |  |   |                          |   |  |                                                       | 44.5  |   |  |   | 19.2  |  
|Cash and cash equivalents at beginning of period                               |  |                                                         |      |   |                                                 |   | 180.9 |                       |  |   |                          |   |  |                                                       | 149.8 |   |  |   | 330.7 |  
|                                                                               |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |                                                       |       |   |  |   |       |  
|Cash and cash equivalents at end of period                                     |  | $                                                       |      |   |                                                 | $ | 155.6 |                       |  | $ |                          |   |  | $                                                     | 194.3 |   |  | $ | 349.9 |  
|                                                                               |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |                                                       |       |   |  |   |       |  
|Supplemental Cash Flow Information:                                            |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |                                                       |       |   |  |   |       |  
|Cash paid during the period for:                                               |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |                                                       |       |   |  |   |       |  
|Income taxes                                                                   |  | $                                                       |      |   |                                                 | $ | 12.4  |                       |  | $ |                          |   |  | $                                                     | 4.5   |   |  | $ | 16.9  |  
|                                                                               |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |                                                       |       |   |  |   |       |  
|Interest                                                                       |  | $                                                       |      |   |                                                 | $ | 25.7  |                       |  | $ |                          |   |  | $                                                     |      |   |  | $ | 25.7  |  
|                                                                               |  |                                                         |       |   |                                                 |   |       |                       |  |   |                           |   |  |                                                       |       |   |  |   |       |  



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Except as otherwise indicated in this Quarterly Report on Form 10-Q, the terms we, our, the company, Fairchild and Fairchild International refer to Fairchild
Semiconductor International, Inc. and its consolidated subsidiaries, including Fairchild Semiconductor Corporation, our principal operating subsidiary. We refer to individual corporations where appropriate.

Overview

Our primary business goal for 2007 is to focus on new
product development. The development of new products will increase our mix of more proprietary, higher margin products as we continue to deemphasize outdated, lower margin products. We anticipate annual capital expenditures to be at the high end of
our stated range of 6 to 8% of sales as we focus on opportunities to increase capacity at our factories. When opportunity for rapid payback exists, we may exceed the high end of this range.Another important business goal is to decrease the
volatility of our sales and earnings across the semiconductor business cycle.We continue to tightly control our production output to match end market demand through tight control of our inventory by maintaining a foundation of strong supply
chain and inventory channel management. This includes keeping our distribution inventory on hand at 11 weeks, plus or minus a week. At the end of the second quarter of 2007, distribution inventory on hand was at slightly less than 12 weeks or within
our acceptable level. We also continue to manage our internal inventories, with a target range of 10 weeks of internal inventory, plus or minus a week. Our internal inventory was within the target range at just under 11 weeks at the end of the
second quarter of 2007. By tightly controlling inventories we reduce the impact that inventory corrections can have on our shipments and revenues.

The
Analog Products Group strategy is to develop leading edge products that provide performance and cost advantages to our customers. As part of this strategy, we have accelerated investments in research and development for continued development of
advanced process and package technology. We provide differentiated products with clear performance advantages by working closely with our customers to understand their system needs and delivering products on time with stable lead times. We believe
our R&D investments in Analog Products will generate sales growth opportunities in the future. In addition, we completed our acquisition of System General Corporation (System General) in August 2007. We believe the integration of System General
with the Analog Products Group will contribute to sales and gross margin increases across our entire power conversion business.

The Functional Power Group
continues to develop leading edge MOSFET silicon technology, state of the art packaging technologies and integrated custom power system solutions. By integrating our technology, expertise and packaging technologies into a complete solution for our
customers, we expect to steadily improve gross margins and at the same time, the value proposition to our customers. In our low voltage product line, we are able to deliver exceptional product performance by optimizing silicon processes to satisfy
specific application requirements for our customers. This typically enables us to deliver solutions with greater energy efficiency than is commonly available. Our high voltage solutions are designed to provide improved energy efficiency and battery
lifetimes in consumer, industrial, and automotive applications. We produce a wide range of Smart Power Modules that enable the transition from single speed AC motors to variable speed AC and DC motors which are as much as 60% more energy efficient.
We believe the growing focus on energy efficiency around the world will continue to drive strong growth in this product line.

The Standard Products Group
continues to follow our asset-light investment strategy for many of our standard products, which typically have lower gross margins and lower or negative long-term sales growth potential. Through this strategy we are gradually
transferring the manufacturing for these mature products to third-party subcontractors, where appropriate, thereby allowing our own manufacturing facilities to focus on building higher growth, higher margin and more proprietary products. This
business also improves return on invested capital by minimizing the operating expenses required to support the business. We believe that by following this long term asset-light approach for mature products, we will improve our return on
invested capital and lessen our exposure to falling prices on commodity products during industry downturns.

Results of Operations

The following table summarizes certain information relating to our operating results as derived from our unaudited consolidated financial statements.



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|                                                |  |                       |       |  |                  |   |  |              |       |   |              |       |   |  |   |       |  |       |   |  |   |       |   |  |       |  
|----------------------------------------------- |  | --------------------- | ----- |  | ---------------- | - |  | ------------ | ----- | - | ------------ | ----- | - |  | - | ----- |  | ----- | - |  | - | ----- | - |  | ----- | -
|                                                |  | Three Months Ended    |       |  | Six Months Ended |  
|                                                |  | July 1, 2007          |       |  | July 2, 2006     |   |  | July 1, 2007 |       |   | July 2, 2006 |      
|                                                |  | (Dollars in millions) |      
|Total revenues                                  |  | $                     | 408.9 |  | 100.0            | % |  | $            | 406.3 |   |              | 100.0 | % |  | $ | 811.5 |  | 100.0 | % |  | $ | 815.8 |   |  | 100.0 | %
|Gross profit                                    |  |                       | 114.6 |  | 28.0             | % |  |              | 125.0 |   |              | 30.8  | % |  |   | 226.1 |  | 27.9  | % |  |   | 247.5 |   |  | 30.3  | %
|                                                |  |                       |       |  |                  |   |  |             
|Operating expenses:                             |  |                       |       |  |                  |   |  |              |       |   |              |       |   |  |   |       |  |       |   |  |   |       |   |  |       |  
|Research and development                        |  |                       | 28.6  |  | 7.0              | % |  |              | 26.3  |   |              | 6.5   | % |  |   | 55.5  |  | 6.8   | % |  |   | 52.5  |   |  | 6.4   | %
|Selling, general and administrative             |  |                       | 60.5  |  | 14.8             | % |  |              | 60.3  |   |              | 14.8  | % |  |   | 117.7 |  | 14.5  | % |  |   | 120.3 |   |  | 14.7  | %
|Amortization of acquisition-related intangibles |  |                       | 5.6   |  | 1.4              | % |  |              | 5.8   |   |              | 1.4   | % |  |   | 12.4  |  | 1.5   | % |  |   | 11.7  |   |  | 1.4   | %
|Restructuring and impairments                   |  |                       | 5.5   |  | 1.3              | % |  |              |      |   |              | 0.0   | % |  |   | 6.1   |  | 0.8   | % |  |   |      |   |  | 0.0   | %
|Reserve for potential losses                    |  |                       | 1.7   |  | 0.4              | % |  |              |      |   |              | 0.0   | % |  |   | 1.7   |  | 0.2   | % |  |   |      |   |  | 0.0   | %
|Gain on sale of product line, net               |  |                       |      |  | 0.0              | % |  |              | (1.7  | ) |              | -0.4  | % |  |   |      |  | 0.0   | % |  |   | (4.9  | ) |  | -0.6  | %
|Purchased in-process research and development   |  |                       |      |  | 0.0              | % |  |              |      |   |              | 0.0   | % |  |   | 3.7   |  | 0.5   | % |  |   |      |   |  | 0.0   | %
|                                                |  |                       |       |  |                  |   |  |              |       |   |              |       |   |  |   |       |  |       |   |  |   |       |   |  |       |  
|Total operating expenses                        |  |                       | 101.9 |  | 24.9             | % |  |              | 90.7  |   |              | 22.3  | % |  |   | 197.1 |  | 24.3  | % |  |   | 179.6 |   |  | 22.0  | %
|                                                |  |                       |       |  |                  |   |  |             
|Operating income                                |  |                       | 12.7  |  | 3.1              | % |  |              | 34.3  |   |              | 8.4   | % |  |   | 29.0  |  | 3.6   | % |  |   | 67.9  |   |  | 8.3   | %
|                                                |  |                       |       |  |                  |   |  |             
|Other expense, net                              |  |                       | 5.5   |  | 1.3              | % |  |              | 5.6   |   |              | 1.4   | % |  |   | 10.2  |  | 1.3   | % |  |   | 11.5  |   |  | 1.4   | %
|                                                |  |                       |       |  |                  |   |  |              |       |   |              |       |   |  |   |       |  |       |   |  |   |       |   |  |       |  
|Income before income taxes                      |  |                       | 7.2   |  | 1.8              | % |  |              | 28.7  |   |              | 7.1   | % |  |   | 18.8  |  | 2.3   | % |  |   | 56.4  |   |  | 6.9   | %
|                                                |  |                       |       |  |                  |   |  |             
|Provision for income taxes                      |  |                       | 3.8   |  | 0.9              | % |  |              | 5.7   |   |              | 1.4   | % |  |   | 9.1   |  | 1.1   | % |  |   | 6.8   |   |  | 0.8   | %
|                                                |  |                       |       |  |                  |   |  |              |       |   |              |       |   |  |   |       |  |       |   |  |   |       |   |  |       |  
|Net income                                      |  | $                     | 3.4   |  | 0.8              | % |  | $            | 23.0  |   |              | 5.7   | % |  | $ | 9.7   |  | 1.2   | % |  | $ | 49.6  |   |  | 6.1   | %
|                                                |  |                       |       |  |                  |   |  |              |       |   |              |       |   |  |   |       |  |       |   |  |   |       |   |  |       |  

Total Revenues.Total revenues for the second quarter of 2007 increased $2.6 million or
approximately 1%, while total revenues for the first six months of 2007 decreased $4.3 million or 1%, as compared to the same periods in 2006. Our results for the first six months of 2007 consist of 26 weeks as compared to 27 weeks in the same
period in 2006. Revenues in the first six months of 2007 were negatively impacted by reduced demand from both distributors and OEM customers as they rebalanced their inventory levels. This decrease was partially offset by an increase in revenue as
the result of the System General acquisition.

Geographic revenue information is based on the customer location within the indicated geographic region. The
following table presents, as a percentage of sales, geographic sales for the United States, Other Americas, Europe, China, Taiwan, Korea and Other Asia/Pacific (which for our geographic reporting purposes includes Japan and Singapore) for the three
and six months ended July 1, 2007.



|                   |  |                    |   |  |                  |   |  |             |   |  |             |  
|------------------ |  | ------------------ | - |  | ---------------- | - |  | ----------- | - |  | ----------- | -
|                   |  | Three Months Ended |   |  | Six Months Ended |  
|                   |  | July 1,2007        |   |  | July 2,2006      |   |  | July 1,2007 |   |  | July 2,2006 |  
|United States      |  | 9                  | % |  | 10               | % |  | 9           | % |  | 10          | %
|Other Americas     |  | 3                  |   |  | 3                |   |  | 3           |   |  | 3           |  
|Europe             |  | 12                 |   |  | 12               |   |  | 13          |   |  | 12          |  
|China              |  | 28                 |   |  | 27               |   |  | 28          |   |  | 26          |  
|Taiwan             |  | 21                 |   |  | 19               |   |  | 20          |   |  | 20          |  
|Korea              |  | 14                 |   |  | 15               |   |  | 14          |   |  | 15          |  
|Other Asia/Pacific |  | 13                 |   |  | 14               |   |  | 13          |   |  | 14          |  
|                   |  |                    |   |  |                  |   |  |             |   |  |             |  
|Total              |  | 100                | % |  | 100              | % |  | 100         | % |  | 100         | %
|                   |  |                    |   |  |                  |   |  |             |   |  |             |  

Gross Profit.The decrease in gross profit for the second quarter and first six months of
2007, as compared to 2006, was primarily due to higher manufacturing costs as the result of decreased factory utilization and weaker end market demand. The gross profit decline was partially offset by reduced variable compensation accruals of
approximately $6.2 million and



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$10.9 million, respectively. Included in gross profit in the second quarter and first six months of 2007 is a purchase accounting charge related to the
System General acquisition of $1.6 million and $3.7 million, respectively, related to the incremental expense for the recognition of the step-up of inventory to fair value at the acquisition date (see Item 1, Note 13 and Part II, Item 5
for further information).

Operating Expenses. Research and development (R&D) expenses were slightly higher as a percentage of sales for
the first six months of 2007, as compared to the same periods in 2006. Increases in R&D spending was due to spending to support continued growth, which is in alignment with our strategic decision to increase new product development in 2007, as
well as incremental expense relating to the System General acquisition. This increase was offset by a decrease in variable compensation accruals during the second quarter and first six months of 2007 of approximately $3.0 million and $4.7 million,
respectively. Selling, general and administrative (SG&A) expenses were roughly flat as a percentage of sales during the second quarter and first six months of 2007, as compared to the same periods in 2006, primarily as a result of tighter
spending controls and decreased variable compensation accruals of approximately $4.5 million and $7.9 million, respectively.

The increase in amortization
of acquisition-related intangibles during the first six months of 2007 was due to the amortizable intangible assets acquired as part of the System General acquisition (see Item 1, Note 6 and Note 13 for additional information); this was
partially offset by certain intangibles becoming fully amortized during the second quarter of 2007.

Gain on Sale of Product Line, net. In 2006, we
announced the sale of the light-emitting diode (LED) lamps and displays product line to Everlight International Corporation, a U.S. subsidiary of Everlight Electronics Company Ltd., of Taiwan, as the LED lamps and displays product line did not fit
our strategic direction. As a result of the sale, we recorded a net gain of $1.7 million and $4.9 million during the three and six months ended July, 2, 2006, respectively.

Restructuring and Impairments.In the three and six months ended July 1, 2007, we recorded restructuring and impairment charges of $5.5 million and $6.1 million, respectively, relating to our 2006 and 2007
Infrastructure Realignment Programs. In the second quarter of 2007, these charges include $2.6 million in employee separation costs, primarily associated with the closure of a small manufacturing facility in Singapore and the consolidation of two
product developmental operations in Colorado, $2.4 million in asset impairment costs and $0.2 million in contract cancellation costs, all related to the 2007 Infrastructure Realignment Program. In addition, there was $0.3 million in employee
separation costs associated with the 2006 Infrastructure Realignment Program.

There were no restructuring and impairment charges recorded during the
second quarter and first six months of 2006.

The 2007 Infrastructure Realignment Program is expected to be substantially complete by the second quarter of
2008 and impacts approximately 66 manufacturing and non-manufacturing personnel. We anticipate annual cost savings associated with the employee separation of approximately $1.8 million beginning in the second quarter of 2008. In addition, we expect
annualized cost savings of $0.6 million associated with depreciation savings related to the asset impairment charge.

The 2006 Infrastructure Realignment
Program is expected to be substantially complete by the third quarter of 2007 and impacts approximately 33 non-manufacturing personnel. We anticipate annual cost savings associated with the employee separation of approximately $3.4 million beginning
in the third quarter of 2007. In addition, we expect annualized cost savings of $0.3 million associated with depreciation savings related to the asset impairment charge.

Purchased In-Process Research and Development (IPR&D).In the first quarter of 2007, we recorded $3.7 million of IPR&D as a result of the acquisition of System General (see Item 1, Note 13 and Part
II, Item 5 for further information). These charges are considered immaterial for the six months ended July 1, 2007.

Reserve for Potential
Settlement Losses.In the second quarter of 2007, we recorded an additional $1.7 million reserve for potential settlement losses related to phosphorous mold compound litigation and claims. The reserves are based on our analysis of the claims and
our historical experience in defending and/or resolving these claims (see Part II, Item 1 of this report for additional information).

Other
Expense, net.

The following table presents a summary of Other expense, net for the three and six months ended July 1, 2007 and July 2,
2006.



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|                   |  |                    |      |   |                  |   |      |             |  |   |             |   |  |   |       |  
|------------------ |  | ------------------ | ---- | - | ---------------- | - | ---- | ----------- |  | - | ----------- | - |  | - | ----- | -
|                   |  | Three Months Ended |      |   | Six Months Ended |  
|                   |  | July 1,2007        |      |   | July 2,2006      |   |      | July 1,2007 |  |   | July 2,2006 |  
|                   |  | (In millions)      |     
|Interest expense   |  | $                  | 9.6  |   |                  | $ | 11.1 |             |  | $ | 19.3        |   |  | $ | 22.4  |  
|Interest income    |  |                    | (4.3 | ) |                  |   | (5.6 | )           |  |   | (9.4        | ) |  |   | (11.0 | )
|Other expense, net |  |                    | 0.2  |   |                  |   | 0.1  |             |  |   | 0.3         |   |  |   | 0.1   |  
|                   |  |                    |      |   |                  |   |      |             |  |   |             |   |  |   |       |  
|Other expense, net |  | $                  | 5.5  |   |                  | $ | 5.6  |             |  | $ | 10.2        |   |  | $ | 11.5  |  
|                   |  |                    |      |   |                  |   |      |             |  |   |             |   |  |   |       |  

Interest expense.Interest expense in the second quarter and first six months of 2007
decreased $1.5 million and $3.1 million, respectively, as compared to the same periods in 2006, due to the refinancing of our variable rate term loan in the second quarter of 2006 and lower term loan balances. In addition, there was an extra week of
interest expense in the first quarter of 2006.

Interest income.Interest income in the second quarter and first six months of 2007
decreased $1.3 million and $1.6 million, respectively, as compared to the same periods in 2006, due to a lower level of invested cash balances, despite improved rates of return earned on cash and short-term marketable securities. In addition, there
was an extra week of interest income in the first quarter of 2006.

Income Taxes.The effective tax rate for the second quarter and first six
months of 2007 was 52.8% and 48.4% respectively, compared to 19.9% and 12.1% for the second quarter and first six months of 2006. The effective tax rate for the second quarter of 2007 includes an underlying effective tax rate of 34.2%, which has
been impacted in 2007 by the overall reduction of taxable income specific to certain jurisdictions. Other items continuing to impact the underlying effective tax rate are discrete tax benefits associated with future foreign tax rate increases
impacting current deferred tax assets and benefits as a result of our recent System General acquisition. Offsetting these tax benefits are tax expenses as a result of increasing estimates on finalization of tax filings and audit outcomes, and
foreign tax rate increases that were effective at the beginning of 2007. The effective tax rate for the second quarter of 2006 includes an underlying effective tax rate of 19.9%.

Changes in the location of taxable income and losses could result in significant changes in the underlying effective tax rate.

In accordance with Accounting Principles Board (APB) Opinion 23, Accounting of Income Taxes  Special Areas, 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. After further analysis of our APB 23 position regarding the February 2007 acquisition of System
General in Taiwan, a decision was made in the second quarter not to be permanently reinvested as the local laws incent companies to declare and distribute annual dividends. In addition, with the anticipated closing of one of our foreign operations,
which ultimately will result in the repatriating of undistributed earnings, a decision was made not to be permanently reinvested at that site. In the second quarter of 2007, a deferred tax liability of $2.9 million was recorded with no impact to the
consolidated statements of operations as we have a full valuation allowance against our net U.S. deferred tax assets.

Reportable Segments.

Beginning in the first quarter of 2007, we transferred responsibility for our bipolar transistors product line from the Functional Power Group (FPG) to the
Standard Products Group (SPG). Management believes that the opportunities and challenges facing this business are better suited to the management focus and capabilities of the SPG management team. The financial performance of FPG and SPG has been
restated for 2006 to reflect this change.

The following table presents comparative disclosures of revenue and gross profit of our reportable segments.



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|                  |  |                       |       |            |              |   |               |      |   |                        |   |       |         |  |            |       |  |               |   |  |                        |   |  |   |      |  
|----------------- |  | --------------------- | ----- | ---------- | ------------ | - | ------------- | ---- | - | ---------------------- | - | ----- | ------- |  | ---------- | ----- |  | ------------- | - |  | ---------------------- | - |  | - | ---- | -
|                  |  | Three Months Ended    |      
|                  |  | July 1, 2007          |       |            | July 2, 2006 |  
|                  |  | Revenue               |       | % of total |              |   | GrossProfit % |      |   | OperatingIncome (loss) |   |       | Revenue |  | % of total |       |  | GrossProfit % |   |  | OperatingIncome (loss) |  
|                  |  | (Dollars in millions) |      
|Functional Power  |  | $                     | 225.2 |            | 55.1         | % |               | 31.3 | % |                        | $ | 27.3  |         |  | $          | 218.6 |  | 53.8          | % |  | 32.6                   | % |  | $ | 30.3 |  
|Analog Products   |  |                       | 84.6  |            | 20.7         | % |               | 29.1 | % |                        |   | (9.4  | )       |  |            | 80.2  |  | 19.7          | % |  | 37.7                   | % |  |   | 0.3  |  
|Standard Products |  |                       | 99.1  |            | 24.2         | % |               | 21.0 | % |                        |   | 9.1   |         |  |            | 107.5 |  | 26.5          | % |  | 23.5                   | % |  |   | 10.0 |  
|Other (1)         |  |                       |      |            | 0.0          | % |               | 0.0  | % |                        |   | (14.3 | )       |  |            |      |  | 0.0           | % |  | 0.0                    | % |  |   | (6.3 | )
|                  |  |                       |       |            |              |   |               |      |   |                        |   |       |         |  |            |       |  |               |   |  |                        |   |  |   |      |  
|Total             |  | $                     | 408.9 |            | 100.0        | % |               | 28.0 | % |                        | $ | 12.7  |         |  | $          | 406.3 |  | 100.0         | % |  | 30.8                   | % |  | $ | 34.3 |  
|                  |  |                       |       |            |              |   |               |      |   |                        |   |       |         |  |            |       |  |               |   |  |                        |   |  |   |      |  



|                  |  |                       |       |            |              |   |               |      |   |                        |   |       |         |  |            |       |  |               |   |  |                        |   |  |   |      |  
|----------------- |  | --------------------- | ----- | ---------- | ------------ | - | ------------- | ---- | - | ---------------------- | - | ----- | ------- |  | ---------- | ----- |  | ------------- | - |  | ---------------------- | - |  | - | ---- | -
|                  |  | Six Months Ended      |      
|                  |  | July 1, 2007          |       |            | July 2, 2006 |  
|                  |  | Revenue               |       | % of total |              |   | GrossProfit % |      |   | OperatingIncome (loss) |   |       | Revenue |  | % of total |       |  | GrossProfit % |   |  | OperatingIncome (loss) |  
|                  |  | (Dollars in millions) |      
|Functional Power  |  | $                     | 452.2 |            | 55.7         | % |               | 31.4 | % |                        | $ | 57.1  |         |  | $          | 441.4 |  | 54.1          | % |  | 31.9                   | % |  | $ | 58.0 |  
|Analog Products   |  |                       | 164.5 |            | 20.3         | % |               | 28.7 | % |                        |   | (22.7 | )       |  |            | 161.9 |  | 19.8          | % |  | 38.9                   | % |  |   | 3.5  |  
|Standard Products |  |                       | 194.8 |            | 24.0         | % |               | 20.4 | % |                        |   | 15.6  |         |  |            | 212.5 |  | 26.1          | % |  | 21.7                   | % |  |   | 14.8 |  
|Other (1)         |  |                       |      |            | 0.0          | % |               | 0.0  | % |                        |   | (21.0 | )       |  |            |      |  | 0.0           | % |  | 0.0                    | % |  |   | (8.4 | )
|                  |  |                       |       |            |              |   |               |      |   |                        |   |       |         |  |            |       |  |               |   |  |                        |   |  |   |      |  
|Total             |  | $                     | 811.5 |            | 100.0        | % |               | 27.9 | % |                        | $ | 29.0  |         |  | $          | 815.8 |  | 100.0         | % |  | 30.3                   | % |  | $ | 67.9 |  
|                  |  |                       |       |            |              |   |               |      |   |                        |   |       |         |  |            |       |  |               |   |  |                        |   |  |   |      |  

---

|(1) | The three and six months ended July 1, 2007 includes $6.8 million and $12.9 million of stock-based compensation expense, respectively, and $5.5 million and $6.1 million of
restructuring and impairments expense, respectively. In addition, the three and six months ended July 1, 2007 includes $1.7 million for potential settlement reserves and $0.3 million of other expense. The three and six months ended July 2,
2006 includes $7.6 million and $12.9 million of stock-based compensation expense, respectively, and a net gain of $1.7 million and $4.9 million on the sale of a product line, respectively. In addition, the three and six months ended July 2,
2006 includes $0.4 million of fees associated with the refinancing of the senior credit facility.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Functional Power.Functional Power revenues increased approximately 3% and 2% in the second quarter and first six months of 2007, respectively, compared to the same periods in 2006. Our results for the first six months of 2007 include 26 weeks compared to 27
weeks in the first six months of 2006. In the first six months of 2007, increases in average selling prices due to product mix and price related improvements contributed approximately 4% to the revenue increase, offset by decreases in unit volumes
of approximately 2%, including one less week of revenue. Revenue increases were primarily driven by strong market demand for our high voltage products, partially offset by a decrease in low voltage products due to pricing pressure and an unfavorable
product mix. Gross profits were relatively flat as a percentage of sales in the first six months of 2007 due to improved product mix and demand for high voltage products, offset somewhat by lower unit volumes, pricing pressure and weak demand for
low voltage products.

Functional Power had operating income of $27.3 million and $57.1 million in the second quarter and first six months of 2007,
respectively, compared to $30.3 million and $58.0 million for the comparable periods in 2006. The decrease in operating income was due to higher SG&A and R&D expenses. R&D expenses increased due to new product development and higher
allocated expenses, which was slightly offset by lower variable compensation accruals of approximately $1.0 million and $1.8 million in the second quarter and first six months of 2007, respectively. SG&A expenses increased due to higher
allocated expenses and promotional expenses, which was offset by lower variable compensation accruals of approximately $2.1 million and $3.7 million in the second quarter and first six months of 2007, respectively. The decrease in amortization of
acquisition-related intangibles was due to certain intangibles becoming fully amortized during the second quarter of 2007.



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Analog Products.Analog Products revenues increased approximately 5% and 2% in the second quarter and first six
months of 2007, respectively, as compared to the same periods in 2006. Our results for the first six months of 2007 include 26 weeks compared to 27 weeks in the first six months of 2006. The increase in revenue in the first six months of 2007 is the
result of the acquisition of System General, offset by a decrease in revenue as a result of lower unit volumes in the computing business and also one less week. In the first six months of 2007, excluding System General, increases in average selling
prices due to product mix and price related improvements contributed approximately 7% to the revenue increase, offset by decreases in unit volumes of approximately 5%. Gross profit decreased mainly due to lower factory utilization and lower unit
volumes. Included in gross profit in the second quarter and first six months of 2007 is a purchase accounting charge related to the System General acquisition of $1.6 million and $3.7 million, respectively, related to the incremental expense for the
recognition of the step-up of inventory to fair value at the acquisition date (see Item 1, Note 13 and Part II, Item 5 for further information).

Analog Products had operating loss of $9.4 million and $22.7 million in the second quarter and first six months of 2007, respectively, compared to operating income of $0.3 million and $3.5 million for the comparable periods in 2006. The
change in operating income (loss) was due to lower gross profit, higher R&D and SG&A expenses and a charge of $3.7 million for IPR&D related to the acquisition of System General. R&D expenses increased primarily due to the
acquisition of System General, which was slightly offset by lower variable compensation accruals of approximately $1.9 million and $3.2 million in the second quarter and first six months of 2007, respectively. SG&A expenses increased primarily
due to the acquisition of System General and higher allocated costs, which was slightly offset by savings due to reduced headcount and lower variable compensation accruals of approximately $1.4 million and $2.4 million in the second quarter and
first six months of 2007, respectively. The increase in amortization of acquisition-related intangibles during the first six months of 2007 was due to expense related to intangible assets acquired from System General, which was partially offset by
certain intangibles becoming fully amortized during the second quarter of 2007.

Standard Products.Standard Products revenues
decreased approximately 8% in both the second quarter and first six months of 2007, as compared to the same periods in 2006. Our results for the first six months of 2007 include 26 weeks compared to 27 weeks in the first six months of 2006. In the
first six months of 2007, decreases in unit volumes contributed approximately 9% to the revenue decline, offset by product mix and price related increases in average selling prices of 1%. The decrease in unit volumes was driven by weaker demand and
one less week. Generally, we anticipate that Standard Products as a percentage of total revenue will continue to decrease, as we expect to experience faster growth in our Analog Products and Functional Power segments.While we anticipate
revenues will continue to decline as a percentage of our total revenues, our strategy is to manage Standard Products more selectively, while maintaining or increasing our margins in this business. Gross profit decreased due to lower unit volumes and
higher manufacturing costs as the result of lower factory utilization.

Standard Products had operating income of $9.1 million and $15.6 million in the
second quarter and first six months of 2007, respectively, compared to $10.0 million and $14.8 million for the comparable periods in 2006. The decrease in operating income in the second quarter of 2007 was due to lower gross profit, as compared to
the same periods in 2006. The increase in operating income in the first six months of 2007 was primarily due to lower R&D and SG&A spending, as compared to the same periods in 2006. R&D expenses decreased due to lower allocated costs and
lower variable compensation accruals of approximately $0.2 million and $0.3 million in the second quarter and first six months of 2007, respectively. SG&A expenses decreased due to tighter spending controls, lower allocated costs and lower
variable compensation accruals of approximately $1.2 million and $2.0 million in the second quarter and first six months of 2007, respectively. The decrease in amortization of acquisition-related intangibles was due to certain intangibles becoming
fully amortized during the second quarter of 2007.

Liquidity and Capital Resources

We have a borrowing capacity of $100.0 million on a revolving basis for working capital and general corporate purposes, including acquisitions, under our senior credit facility. At July 1, 2007, $19.4 million was
drawn on the revolver and after adjusting for outstanding letters of credit we had up to $78.6 million available under this senior credit facility. We had additional outstanding letters of credit of $1.1 million that do not fall under the senior
credit facility. We also had $14.8 million of undrawn credit facilities at certain of our foreign subsidiaries. These amounts outstanding do not impact available borrowings under the senior credit facility.

Our senior credit facility, which includes the $375.0 million term loan and the $100.0 million revolving line of credit, the indenture governing our 5% Convertible
Senior Subordinated Notes, and other debt instruments we may enter into in the future, impose various restrictions and contain various covenants that could limit our ability to respond to market



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conditions, to provide for unanticipated capital investments or to take advantage of business opportunities. The restrictive covenants include limitations on
consolidations, mergers and acquisitions, creating liens, paying dividends or making other similar restricted payments, asset sales, capital expenditures and incurring indebtedness, among other restrictions. The covenants in the senior credit
facility also include financial measures such as a minimum interest coverage ratio, a maximum net leverage ratio and a minimum EBITDA (earnings before interest, taxes, depreciation and amortization) less capital expenditures measure. At July 1,
2007, we were in compliance with these covenants. The senior credit facility also limits our ability to modify our certificate of incorporation and bylaws, or enter into shareholder agreements, voting trusts or similar arrangements. Under our debt
instruments, the subsidiaries of Fairchild Semiconductor Corporation cannot be restricted, except to a limited extent, from paying dividends or making advances to Fairchild Semiconductor Corporation. We believe that funds to be generated from
operations, together with existing cash, will be sufficient to meet our debt obligations over the next twelve months. We expect that existing cash and available funds from our senior credit facility and funds generated from operations will be
sufficient to meet our anticipated operating requirements and to fund our research and development and planned capital expenditures over the next twelve months. We had capital expenditures of $50.7 million in the first six months of 2007.

While we currently have substantial amounts of cash to fund operations, we are currently evaluating the jurisdictional location of available cash in
comparison to anticipated long-term liquidity needs in those jurisdictions. Based upon the completion of our analysis, it may become necessary for us to change our election with regards to our indefinitely reinvested earnings of certain foreign
subsidiaries. As noted in our Managements Discussion and Analysis, we have elected to begin repatriation back to the United States of previously undistributed earnings of certain foreign locations. The completion of this analysis and any tax
implications are not expected to be material to our effective tax rate as there are full valuation allowances on net operating loss carryforwards in the United States.

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. The sale of
additional equity or convertible securities could result in additional dilution to our stockholders. Additional borrowing or equity investment may be required to fund future acquisitions. We funded our acquisition of System General with cash (see
Item 1, Note 13 and Part II, Item 5 for further information).

While not deemed material, we have noted in Item 1, Note 9 that as of
July 1, 2007, we had $11.8 million of unrecognized tax benefits, compared to approximately $8.5 million at December 31, 2006. As of July 1, 2007, $0.8 million of the unrecognized tax benefit is classified as a current liability and is
expected to be settled within the next year. The timing of the expected cash outflow relating to the remaining balance is not reliably determinable at this time.

As of July 1, 2007, our cash, cash equivalents and short-term and long-term marketable securities were $447.8 million, a decrease of $138.6 million from December 31, 2006.

During the first six months of 2007, our cash provided by operating activities was $73.5 million compared to $65.9 million in the comparable period of 2006. The
following table presents a summary of net cash provided by operating activities during the first six months of 2007 and 2006.



|                                            |  |                  |       |   |             |   |       |  
|------------------------------------------- |  | ---------------- | ----- | - | ----------- | - | ----- | -
|                                            |  | Six Months Ended |      
|                                            |  | July 1,2007      |       |   | July 2,2006 |  
|                                            |  | (In millions)    |      
|Net income                                  |  | $                | 9.7   |   |             | $ | 49.6  |  
|Depreciation and amortization               |  |                  | 63.3  |   |             |   | 57.0  |  
|Non-cash stock-based compensation           |  |                  | 12.9  |   |             |   | 12.9  |  
|Deferred income taxes, net                  |  |                  | (2.1  | ) |             |   | 1.1   |  
|Purchased in-process research & development |  |                  | 3.7   |   |             |   |      |  
|Other, net                                  |  |                  | 3.5   |   |             |   | (3.2  | )
|Change in other working capital accounts    |  |                  | (17.5 | ) |             |   | (51.5 | )
|                                            |  |                  |       |   |             |   |       |  
|Cash provided by operating activities       |  | $                | 73.5  |   |             | $ | 65.9  |  
|                                            |  |                  |       |   |             |   |       |  



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The increase in cash provided by operating activities was driven by changes in working capital accounts, primarily
accounts receivable and inventory in the first six months of 2007, as compared to the same period in 2006, which was offset by increased payments in 2007 on our variable compensation accruals and reduced net income.

Cash used in investing activities during the first six months of 2007 totaled $235.5 million compared to $10.0 million for the comparable period of 2006. The increase in
the use of cash is primarily the result of the net cash payment of $171.2 million for the acquisition of System General. Our capital expenditures as a percent of sales during the first six months of 2007 was 6% compared to 7% in the comparable
period in 2006.

Cash provided by (used in) financing activities totaled $9.6 million in the first six months of 2007 as compared to $(36.7) million in the
comparable period of 2006. The increase was primarily due to the first six months of 2007 including only normal debt payments of $1.9 million versus voluntary debt payments of $50.0 million during the first six months of 2006. Additionally, the
increase was impacted by proceeds received from the purchase of stock by three executives of a subsidiary and their designees, offset by an increase in cash paid for the purchase of treasury stock.

Liquidity and Capital Resources of Fairchild International, Excluding Subsidiaries

Fairchild Semiconductor International, Inc. is a holding company, the principal asset of which is the stock of its sole subsidiary, Fairchild Semiconductor Corporation. Fairchild Semiconductor International, Inc. on a
stand-alone basis had no cash flow from operations and has no cash requirements for the next twelve months.

Forward Looking Statements

This quarterly report includes 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. For
example, the Outlook section below contains numerous forward-looking statements. 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 below and more specifically in the Risk Factors section. Among these factors are the following: our ability to complete the remaining steps of our acquisition of System General Corporation, including failing to satisfy the conditions
to the merger; changes in regional or global economic or political conditions (including as a result of terrorist attacks and responses to them); 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; 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 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 quarterly and annual reports we file with the Securities and
Exchange Commission. 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.

Policy on Business Outlook Disclosure and Quiet Periods

It is our
current policy to update our business outlook near the beginning of each quarter, within the press release that announces the previous quarters results. The business outlook below is consistent with the business outlook included in our July
19, 2007 press release announcing second quarter results. The current business outlook is accessible at the Investor Relations section of our website at http://investor.fairchildsemi.com. Toward the end of each quarter, and until that
quarters results are publicly announced, we observe a quiet period, when the business outlook is not updated to reflect managements current expectations. The quiet period for the third quarter of 2007 will be from
September 15, 2007 until October 18, 2007 when we plan to release our third quarter results. Except during quiet periods, the business outlook posted on our website reflects current guidance unless and until updated through a press
release, SEC filing or other public announcement. During quiet periods, our business outlook, as posted on our website, announced in press releases and provided in quarterly, annual and special reports or other filings with the SEC, should be
considered to be historical, speaking as of prior to the quiet period only and not subject to update by the company. During quiet periods, Fairchild Semiconductor representatives will not comment about the business outlook of the companys
financial results or expectations for the quarter in question.



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Outlook

We expect
our third quarter revenues to increase 2%  4% and gross margin to be approximately 100  200 basis points higher than the second quarter of 2007. At the start of the third quarter, we had approximately 90% of our sales guidance booked and
scheduled to ship. We expect R&D and SG&A spending to be approximately $88.0  $90.0 million in the third quarter as we continue to exercise strict controls over spending. Net interest and other expenses are expected to be $5.0 
$5.5 million for the third quarter.

Recently Issued Financial Accounting Standards

In February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an amendment of FASB Statement 115. This statement permits entities to choose to
measure many financial instruments and certain other items at fair value. The objective of this statement is to improve financial reporting by providing entities with the opportunity to mitigate volatility in earnings caused by measuring related
assets and liabilities differently without having to apply complex hedge accounting provisions. This statement is effective as of the beginning of the fiscal year that begins after November 15, 2007. We have yet to determine the impact, if any,
of SFAS 159 on our consolidated financial position and results of operations.



|Item 3. | Quantitative and Qualitative Disclosures about Market Risk
|------- | ----------------------------------------------------------

Reference is made to Part II, Item 7A, Quantitative and Qualitative Disclosure about Market Risk, in Fairchild Semiconductor Internationals annual report on Form 10-K for the year ended December 31, 2006 and under the
subheading Quantitative and Qualitative Disclosures about Market Risk in Managements Discussion and Analysis of Financial Condition and Results of Operations on page 52 of the Form 10-K. There were no material changes
in the information we provided in our Form 10-K 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) have evaluated, with the participation of our management, the effectiveness of our disclosure controls and procedures. Based on the evaluation, our CEO and CFO concluded that as of
July 1, 2007, 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 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, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of
a control effectiveness in future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or a deterioration in the degree of compliance with policies or procedures.



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Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the first six months of 2007 that have materially affected, or are reasonably likely to materially affect, our own internal control over
financial reporting.

PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

Phosphorus Mold Compound Litigation and
Claims. From time to time since late 2001, we have received claims from a number of customers seeking damages resulting from certain products manufactured with a phosphorus-containing mold compound. Mold compound is the plastic resin used to
encapsulate semiconductor chips. This particular mold compound causes some chips to short in some situations, resulting in chip failure. We have been named in lawsuits relating to these mold compound claims. On August 6, 2007, we settled a lawsuit
brought against us by Lucent Technologies Inc. in January 2005 in New Jersey state court claiming breach of warranty and fraud. The settlement payment will occur in the third quarter of 2007. On January 5, 2007, White Rock Networks sued us and
two distributors, Arrow Electronics and All American Semiconductor, in the U.S. District Court for the Eastern District of Texas, for violations of the Texas Deceptive Trade Practices Act relating to the mold compound issue, claiming unspecified
damages. On May 17, 2007 White Rock amended its complaint to include fraud, negligence, and breach of contract claims and removed All American as a defendant. White Rock served us on May 25, 2007. We believe we have strong defenses against
White Rocks claims and intend to vigorously defend the lawsuit.

Several other customers have made claims for damages or threatened to begin
litigation as a result of the mold compound issue if their claims are not resolved according to their demands, and we may face additional lawsuits as a result. We have resolved similar claims with several of our leading customers. We have exhausted
insurance coverage for such customer claims. While the exact amount of these losses is not known, we recorded a reserve for estimated potential settlement losses of $11.0 million in the Consolidated Statement of Operations during the second quarter
of 2004, an additional $6.9 million in the fourth quarter of 2005 and an additional $1.7 million in the second quarter of 2007. The increases in the reserve balances were due to changes in the estimated reserve requirements. These reserves were
based upon assessments of the potential liability using an analysis of the claims and historical experience in defending and/or resolving these claims. At July 1, 2007 and December 31, 2006, the reserve for estimated potential settlement
losses was $6.4 million and $5.8 million, respectively. If we continue to receive additional claims for damages from customers beyond the period of time normally observed for such claims, if more of these claims proceed to litigation, or if we
choose to settle claims in settlement of or to avoid litigation, then we may incur a liability in excess of the current reserve.

Patent Litigation with
Power Integrations, Inc. On October 20, 2004, we and our wholly owned subsidiary, Fairchild Semiconductor Corporation, were sued by Power Integrations, Inc. in the United States District Court for the District of Delaware. Power
Integrations alleges that certain of our pulse width modulation (PWM) integrated circuit products infringe four Power Integrations U.S. patents, and seeks a permanent injunction preventing us from manufacturing, selling or offering the products for
sale in the United States, or from importing the products into the United States, as well as money damages for past infringement. We have analyzed the Power Integrations patents in light of our products and, based on that analysis, do not believe
our products violate Power Integrations patents. Accordingly, we are vigorously contesting this lawsuit. The trial in the case has been divided into three phases. The first phase, held October 2-10, 2006, was on infringement, the
willfulness of any infringement, and damages. On October 10, 2006, a jury returned a verdict finding that 33 of our PWM products infringe one or more of seven claims of the four patents being asserted. The jury also found that our infringement
was willful, and assessed damages against us of approximately $34 million. That verdict remains subject to our appeal. The second phase of the trial will be on the validity of the Power Integrations patents being asserted, and will be before a
different jury. The enforceability of the patents will be handled in a third phase before the judge who is overseeing the case. For Power Integrations to prevail in the case and receive a judgment and injunction against us, the patent claims found
to have been infringed must also be found to be valid and enforceable in the remaining phases of the trial. We believe we have identified inventions and publications, known as prior art, that pre-date the Power Integrations patents which we believe
would invalidate the patents. We are also claiming that Power Integrations officials engaged in inequitable conduct before the United States Patent and Trademark Office at the time when one or more of the patents was obtained, and we believe that
conduct should make the patent claims unenforceable.

In the second phase of the trial, the Power Integrations patents will be presumed to be valid and we
will have the burden of proving, by clear and convincing evidence, that the patents are invalid. To the extent we are unable to do this, Power Integrations will be entitled to a judgment and damages as further discussed below. Power Integrations may
also seek an injunction to prevent us from making, selling or offering to sell in the United States, or from importing into the United



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States, products that infringe patents that are found valid and enforceable. Power Integrations has announced its intention to seek such an injunction in
such event. The second phase of the Power Integrations v. Fairchild Semiconductor jury trial on validity issues is now scheduled to begin on September 17, 2007.

The jury in the first phase of the trial assessed damages against us of approximately $34 million. Because the jury also found that our infringement was willful, the judge in the case will have discretion to increase
the damages award by up to three times the amount of the final damages award. The final damages award would be determined after the next two phases of the trial. To the extent we succeed in proving the patent claims invalid, the damages amount may
be reduced, including to zero if we prove all the claims invalid or unforceable. If we are not successful, damages may also be increased by the judge to account for certain sales by us after October 20, 2006 and as a result of the willful
infringement finding. It is also possible that we could be required to pay Power Integrations attorneys fees and pre-judgment interest.

Although we believe, based on the prior art we have identified, that we have invalidity and unenforceability defenses to Power Integrations patent claims, the results of litigation are difficult to predict and no assurance can be
given that we will succeed in proving the patents invalid or unenforceable. As discussed above, the judge overseeing the case has discretion over the amount of damages awarded, and over the granting and scope of any injunction against us. Any
damages award or injunction would be subject to appeal and we would expect to carefully consider an appeal at the appropriate time. In such a case, if we choose to appeal, we would likely be required to post a bond or provide other security for some
or the entire amount of the final damages award during the pendency of the appeal.

We have analyzed the potential for a loss from this litigation in
accordance with Statement of Financial Accounting Standards (SFAS) 5, Accounting for Contingencies. Due to our beliefs about our position in the case, and because we are unable to reasonably estimate the amount of loss we would incur if we do
not prevail, we have not recorded a reserve for contingent loss. Should we ultimately lose the lawsuit, such result could have an adverse impact on our ability to sell products found to be infringing, either directly or indirectly in the U.S.

In a separate action, we filed a lawsuit on April 11, 2006, against Power Integrations in the United States District Court for the Eastern District
of Texas. The lawsuit asserts that Power Integrations PWM products infringe U.S. Patent No. 5,264,719. This lawsuit has since been transferred to the United States District Court for the District of Delaware. Intersil Americas owns U.S.
Patent No. 5,264,719, for High Voltage Lateral Semiconductor Devices, and is a co-plaintiff with us in the lawsuit. We have held license rights under the patent since acquiring Intersils power discrete business in 2001, and we more
recently secured exclusive rights to assert the patent against Power Integrations. We intend to take all possible steps to seek a court order to stop Power Integrations from making, using, selling, offering for sale or importing the infringing
products into the U.S. and to obtain monetary damages for Power Integrations infringing activities.

A company that we have acquired is also involved
in patent litigation with Power Integrations. We recently completed the acquisition of System General Corporation (see Part II, Item 5 for further information). System General is currently appealing to the U.S. Court of Appeals for the Federal
Circuit the outcome of proceedings before the U.S. International Trade Commission (ITC) involving allegations of patent infringement, and is a defendant in a patent infringement lawsuit in the U.S. District Court for the Northern District of
California. The district court action has been stayed at least until the appeals court issues its decision on System Generals appeal of the ITCs final determination. Both the ITC proceeding and the lawsuit were initiated by Power
Integrations. As in all litigation, the results of these matters are difficult to predict and no assurance can be given as to the outcome of these proceedings. An adverse outcome in these matters after completion of the acquisition could negatively
impact our financial results.

ZTE Corporation v. Fairchild Semiconductor Corporation. On December 30, 2004, our wholly owned subsidiary,
Fairchild Semiconductor Corporation, was sued by Zhongxing Telecom Ltd. (ZTE), a communications equipment manufacturer, in the Intermediate Peoples Court of Shenzhen, Guangdong Province, Peoples Republic of China. The complaint filed by
ZTE alleges that certain of our products were defective and caused personal injury and/or property loss to ZTE. ZTE claims 65,733,478 Chinese yuan as damages. We contested the lawsuit in a trial held on October 20, 2005. On December 29,
2006, we were informed that the court had ruled in favor of ZTE and had ordered Fairchild to pay RMB 65,733,478 (equivalent to approximately $8.5 million U.S. dollars based on exchange rates at July 1, 2007) to ZTE. We maintain that ZTEs
product liability claims are invalid and appealed to the Higher Peoples Court of Guangdong Province. The lawsuit relates to alleged defects in products shipped in late 2002 and early 2003. We did not sell the allegedly defective products to
ZTE directly. Among other defenses, we have argued that limitations on damages in our contract with our distributor at the time of shipment should limit any damages recovery by ZTE. We recorded a charge of approximately $8.2 million in the fourth
quarter 2006 related to this legal proceeding.



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Patent Litigation with Alpha & Omega Semiconductor, Inc.On May 17, 2007, Alpha & Omega
Semiconductor, Inc., (AOS) filed suit against us in the U.S. District Court for the Northern District of California alleging that we are infringing two of its patents. AOS is seeking unspecified damages and an injunction against us. We in turn filed
suit against AOS in the same court on May 18, 2007, alleging that AOS is infringing four of our patents. We are also seeking unspecified damages and an injunction. We intend to take all possible steps to seek a court order to stop AOS from
making, using, selling, offering for sale or importing any infringing products in the U.S. and to obtain monetary damages for any infringing activities. Both cases have been assigned to the same district court judge, but have not yet been
consolidated. An initial case management conference has been set for August 17, 2007, and no other court proceedings have been scheduled.

Although we
believe, based on the prior art we have identified and our knowledge of our products, that we have invalidity, non-infringement and other defenses to AOS patent claims, the results of litigation are difficult to predict and no assurance can be
given that we will succeed in proving the AOS patents invalid, not infringed or unenforceable. Any damages award or injunction would be subject to appeal and we would expect to carefully consider an appeal at the appropriate time. In such a case, if
we choose to appeal, we would likely be required to post a bond or provide other security for some or the entire amount of the final damages award during the pendency of the appeal.

We have analyzed the potential for a loss from this litigation in accordance with SFAS 5. Due to our beliefs about our position in the case, and because we are unable to reasonably estimate the amount of loss we would
incur if we do not prevail, we have not recorded a reserve for contingent loss. Should we ultimately lose the lawsuit, such result could have an adverse impact on our ability to sell products found to be infringing, either directly or indirectly in
the U.S.

From time to time we are involved in legal proceedings in the ordinary course of business. We believe that there is no such ordinary-course
litigation pending that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, results of operations or cash flows.



|Item 1A. | Risk Factors
|-------- | ------------

A description of the risk factors associated with our
business is set forth below. We review and update our risk factors each quarter. The description set forth below includes any changes to and supersedes the description of the risk factors associated with our business previously disclosed in Part I,
Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006. The risks described below are not the only ones facing us. Additional risks not currently known to us or that we currently believe are immaterial also
may impair our business operations and financial condition.

The price of our common stock has fluctuated widely in the past and may fluctuate widely in
the future.

Our common stock, which is traded on The New York Stock Exchange, has experienced and may continue to experience significant price and
volume fluctuations that could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in financial results, earnings below analysts
estimates and financial performance and other activities of other publicly traded companies in the semiconductor industry could cause the price of our common stock to fluctuate substantially. In addition, in recent periods, our common stock, the
stock market in general and the market for shares of semiconductor industry-related stocks in particular have experienced extreme price fluctuations which have often been unrelated to the operating performance of the affected companies. Any similar
fluctuations in the future could adversely affect the market price of our common stock.

We maintain a backlog of customer orders that is subject to
cancellation, reduction or delay in delivery schedules, which may result in lower than expected revenues.

We manufacture products primarily pursuant
to purchase orders for current delivery or to forecast, rather than pursuant to long-term supply contracts. The semiconductor industry is subject to rapid changes in customer outlooks or unexpected build ups of inventory in the supply channel as a
result of shifts in end market demand. Accordingly, many of these purchase orders or forecasts may be revised or canceled without penalty. As a result, we must commit resources to the production of products without any advance purchase commitments
from customers. Even in cases where our standard terms and conditions of sale or other contractual arrangements do not permit a customer to cancel an order without penalty, we may from time to time accept cancellations because of industry practice
or custom or other factors. Our inability to sell products after we devote significant resources to them could have a material adverse effect on both our levels of inventory and revenues.



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Downturns in the highly cyclical semiconductor industry or changes in end user market demands could reduce the
profitability and overall value of our business, which could cause the trading price of our stock to decline or have other adverse effects on our financial position.

The semiconductor industry is highly cyclical, and the value of our business may decline during the down portion of these cycles. In the past, we and the rest of the semiconductor industry have experienced
backlog cancellations and reduced demand for our products, resulting in significant revenue declines, due to excess inventories at computer and telecommunications equipment manufacturers and general economic conditions, especially in the technology
sector. We may experience renewed, possibly more severe and prolonged, downturns in the future as a result of such cyclical changes. Even as demand increases following such downturns, our profitability may not increase because of price competition
that historically accompanies recoveries in demand. In addition, we may experience significant changes in our profitability as a result of variations in sales, changes in product mix, changes in end user markets and the costs associated with the
introduction of new products, and our efforts to reduce excess inventories that may have built up as a result of any of these factors. The markets for our products depend on continued demand for consumer electronics such as personal computers,
cellular telephones, and digital cameras, and automotive, household and industrial goods. These end user markets may experience changes in demand that could adversely affect our prospects.

We may not be able to develop new products to satisfy changing demands from customers.

Our failure to develop new technologies, or react to changes in existing technologies, could materially delay development of new products, which could result in decreased revenues and a loss of market share to our
competitors. The semiconductor industry is characterized by rapidly changing technologies and industry standards, together with frequent new product introductions. Our financial performance depends on our ability to design, develop, manufacture,
assemble, test, market and support new products and enhancements on a timely and cost-effective basis. New products often command higher prices and, as a result, higher profit margins. We may not successfully identify new product opportunities and
develop and bring new products to market or succeed in selling them into new customer applications in a timely and cost-effective manner. Products or technologies developed by other companies may render our products or technologies obsolete or
noncompetitive. Many of our competitors are larger, older and well established international companies with greater engineering and research and development resources than us. A fundamental shift in technologies in our product markets that we fail
to identify correctly or adequately, or that we fail to capitalize on, in each case relative to our competitors, could have material adverse effects on our competitive position within the industry. In addition, to remain competitive, we must
continue to reduce die sizes, develop new packages and improve manufacturing yields. We cannot assure you that we can accomplish these goals.

If some
original equipment manufacturers do not design our products into their equipment, our revenue may be adversely affected.

The success of our products
often depends on whether original equipment manufacturers (OEMs), or their contract manufacturers, choose to incorporate or design in our products, or identify our products, with those from a limited number of other vendors, as approved
for use in particular OEM applications. Even receiving design wins from a customer does not guarantee future sales to that customer. We may be unable to achieve these design wins due to competition over the subject
products functionality, size, electrical characteristics or other aspect of its design, price, or due to our inability to service expected demand from the customer or other factors. Without design wins, we would only be able to sell our
products to customers as a second source, if at all. If an OEM designs another suppliers product into one of its applications, it is more difficult for us to achieve future design wins with that application because, for the customer, changing
suppliers involves significant cost, time, effort and risk. In addition, achieving a design win with a customer does not ensure that we will receive significant revenue from that customer and we may be unable to convert design into actual sales.

We depend on demand from the consumer, original equipment manufacturer, contract manufacturing, industrial, automotive and other markets we serve for
the end market applications which incorporate our products. Reduced consumer or corporate spending due to increased oil prices or other economic factors could affect our revenues.

Our revenue and gross margin guidance are based on certain levels of consumer and corporate spending. If our projections of these expenditures fail to materialize, due to reduced consumer or corporate spending from
increased oil prices or otherwise, our revenues and gross margins could be adversely affected.



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Our failure to protect our intellectual property rights could adversely affect our future performance and growth.

Failure to protect our existing intellectual property rights may result in the loss of valuable technologies. We rely on patent, trade secret, trademark
and copyright law to protect such technologies. Some of our technologies are not covered by any patent or patent application, and we cannot assure you that:



| |  |  | the patents owned by us or numerous other patents which third parties license to us will not be invalidated, circumvented, challenged or licensed to other
companies; or
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | any of our pending or future patent applications will be issued within the scope of the claims sought by us, if at all.
| | - |  | -----------------------------------------------------------------------------------------------------------------------

In addition, effective patent, trademark, copyright and trade secret protection may be unavailable, limited or not applied for in some countries.

We also seek to protect our proprietary technologies, including technologies that may not be patented or patentable, in part by confidentiality agreements and, if
applicable, inventors rights agreements with our collaborators, advisors, employees and consultants. We cannot assure you that these agreements will not be breached, that we will have adequate remedies for any breach or that such persons or
institutions will not assert rights to intellectual property arising out of such research. Some of our technologies have been licensed on a non-exclusive basis from National Semiconductor, Samsung Electronics and other companies which may license
such technologies to others, including our competitors. In addition, under a technology licensing and transfer agreement, National Semiconductor has limited royalty-free, worldwide license rights (without right to sublicense) to some of our
technologies. If necessary or desirable, we may seek licenses under patents or intellectual property rights claimed by others. However, we cannot assure you that we will obtain such licenses or that the terms of any offered licenses will be
acceptable to us. The failure to obtain a license from a third party for technologies we use could cause us to incur substantial liabilities and to suspend the manufacture or shipment of products or our use of processes requiring the technologies.

Our failure to obtain or maintain the right to use some technologies may negatively affect our financial results.

Our future success and competitive position depend in part upon our ability to obtain or maintain proprietary technologies used in our principal products, which is
achieved in part by defending claims by competitors and others of intellectual property infringement. The semiconductor industry is characterized by claims of intellectual property infringement and litigation regarding patent and other intellectual
property rights. From time to time, we may be notified of claims (often implicit in offers to sell us a license to another companys patents) that we may be infringing patents issued to other companies, and we may subsequently engage in license
negotiations regarding these claims. Such claims relate both to products and manufacturing processes. Even though we maintain procedures to avoid infringing others rights as part of our product and process development efforts, it is impossible
to be aware of every possible patent which our products may infringe, and we cannot assure you that we will be successful. Furthermore, even if we conclude our products do not infringe anothers patents, others may not agree. We have been and
are involved in lawsuits, and could become subject to other lawsuits, in which it is alleged that we have infringed upon the patent or other intellectual property rights of other companies. For example, since October 2004, we have been in litigation
with Power Integrations, Inc. See Item 1, Legal Proceedings. Our involvement in this lawsuit and future intellectual property litigation, or the costs of avoiding or settling litigation by purchasing licenses rights or by other means, could
result in significant expense to our company, adversely affecting sales of the challenged products or technologies and diverting the efforts and attention of our technical and management personnel, whether or not such litigation is resolved in our
favor. We may decide to settle patent infringement claims or litigation by purchasing license rights from the claimant, even if we believe we are not infringing, in order to reduce the expense of continuing the dispute or because we are not
sufficiently confident that we would eventually prevail. In the event of an adverse outcome as a defendant in any such litigation, we may be required to:



| |  |  | pay substantial damages;
| | - |  | ------------------------



| |  |  | indemnify our customers for damages they might suffer if the products they purchase from us violate the intellectual property rights of others;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | stop our manufacture, use, sale or importation of infringing products;
| | - |  | ----------------------------------------------------------------------



| |  |  | expend significant resources to develop or acquire non-infringing technologies;
| | - |  | -------------------------------------------------------------------------------



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| |  |  | discontinue manufacturing processes; or
| | - |  | ---------------------------------------



| |  |  | obtain licenses to the intellectual property we are found to have infringed.
| | - |  | ----------------------------------------------------------------------------

We cannot assure you that we would be successful in such development or acquisition or that such licenses would be available under reasonable terms. Any such development, acquisition or license could require the
expenditure of substantial time and other resources.

We may not be able to consummate future acquisitions or successfully integrate acquisitions into
our business.

We have made thirteen acquisitions of various sizes since we became an independent company in 1997, including our recent acquisition of
System General Corporation completed in August 2007, and we plan to pursue additional acquisitions of related businesses. The costs of acquiring and integrating related businesses, or our failure to integrate them successfully into our existing
businesses, could result in our company incurring unanticipated expenses and losses. In addition, we may not be able to identify or finance additional acquisitions or realize any anticipated benefits from acquisitions we do complete.

We are constantly pursuing acquisition opportunities and consolidation possibilities and are frequently conducting due diligence or holding preliminary discussions with
respect to possible acquisition transactions, some of which could be significant. No material potential acquisition transactions are subject to a letter of intent or otherwise so far advanced as to make the transaction reasonably certain, other than
the System General transaction discussed above.

If we acquire another business, the process of integrating acquired operations into our existing
operations may result in unforeseen operating difficulties and may require significant financial resources that would otherwise be available for the ongoing development or expansion of existing operations. Some of the risks associated with
acquisitions include:



| |  |  | unexpected losses of key employees, customers or suppliers of the acquired company;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | conforming the acquired companys standards, processes, procedures and controls with our operations;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | coordinating new product and process development;
| | - |  | -------------------------------------------------



| |  |  | hiring additional management and other critical personnel;
| | - |  | ----------------------------------------------------------



| |  |  | negotiating with labor unions; and
| | - |  | ----------------------------------



| |  |  | increasing the scope, geographic diversity and complexity of our operations.
| | - |  | ----------------------------------------------------------------------------

In addition, we may encounter unforeseen obstacles or costs in the integration of other businesses we acquire.

Possible
future acquisitions could result in the incurrence of additional debt, contingent liabilities and amortization expenses related to intangible assets, all of which could have a material adverse effect on our financial condition and operating results.

We depend on suppliers for timely deliveries of raw materials of acceptable quality. Production time and product costs could increase if we were to
lose a primary supplier or if a primary supplier increased the prices of raw materials. Product performance could be affected and quality issues could develop as a result of a significant degradation in the quality of raw materials we use in our
products.

Our manufacturing operations depend upon obtaining adequate supplies of raw materials on a timely basis. Our results of operations could be
adversely affected if we were unable to obtain adequate supplies of raw materials in a timely manner or if the costs of raw materials increased significantly. Results could also be adversely affected if there is a significant degradation in the
quality of raw materials used in our products, or if the raw materials give rise to compatibility or performance issues in our products, any of which could lead to an increase in customer returns or product warranty claims. Although we maintain
rigorous quality control systems, errors or defects may arise from a supplied raw material and be beyond our detection or control. For example, some phosphorus-containing mold compound received from one supplier and incorporated into our products
has resulted in a number of claims for damages from customers. We purchase raw materials such as silicon wafers, lead frames, mold compound, ceramic packages and chemicals and gases from a limited number of



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suppliers on a just-in-time basis. From time to time, suppliers may extend lead times, limit supplies or increase prices due to capacity constraints or other
factors. We subcontract a minority of our wafer fabrication needs, primarily to Advanced Semiconductor Manufacturing Corporation, Phenitec Semiconductor, Taiwan Semiconductor Manufacturing Company, Central Semiconductor Manufacturing Corporation,
UMC, WIN Semiconductor, Jilin Magic Semiconductor, More Power Electric Corporation and New Japan Radio Corporation. In order to maximize our production capacity, some of our back-end assembly and testing operations are also subcontracted. Primary
back-end subcontractors include Amkor, AUK, Enoch, SP Semiconductor, UTAC Thai Ltd., Liteon, GEM Services and STATS ChipPAC.

Our operations and ability to
satisfy customer obligations could be adversely affected if our relationships with these subcontractors were disrupted or terminated.

Delays in
beginning production at new facilities, expanding capacity at existing facilities, implementing new production techniques, or incurring problems associated with technical equipment malfunctions, all could adversely affect our manufacturing
efficiencies.

Our manufacturing efficiency is an important factor in our profitability, and we cannot assure you that we will be able to maintain our
manufacturing efficiency or increase manufacturing efficiency to the same extent as our competitors. Our manufacturing processes are highly complex, require advanced and costly equipment and are continuously being modified in an effort to improve
yields and product performance. Impurities or other difficulties in the manufacturing process can lower yields. In 2003, we began initial production at a new assembly and test facility in Suzhou, China. We are transferring some production from
subcontractors to this facility. Delays or technical problems in completing these transfers could lead to order cancellations and lost revenue. In addition, we are currently engaged in an effort to expand capacity at some of our manufacturing
facilities. As is common in the semiconductor industry, we have from time to time experienced difficulty in beginning production at new facilities or in completing transitions to new manufacturing processes at existing facilities. As a consequence,
we have suffered delays in product deliveries or reduced yields.

We may experience delays or problems in bringing our factory in Suzhou, China or other
new manufacturing capacity to full production. Such delays, as well as possible problems in achieving acceptable yields, or product delivery delays relating to existing or planned new capacity could result from, among other things, capacity
constraints, construction delays, upgrading or expanding existing facilities or changing our process technologies, any of which could result in a loss of future revenues. Our operating results could also be adversely affected by the increase in
fixed costs and operating expenses related to increases in production capacity if revenues do not increase proportionately.

Approximately two-thirds of
our sales are made to distributors who can terminate their relationships with us with little or no notice. The termination of a distributor could reduce sales and result in inventory returns.

Distributors accounted for 68% of our net sales for the quarter ended July 1, 2007. Our top five distributors worldwide accounted for 21% of our net sales for the
quarter ended July 1, 2007. As a general rule, we do not have long-term agreements with our distributors, and they may terminate their relationships with us with little or no advance notice. Distributors generally offer competing products. The
loss of one or more of our distributors, or the decision by one or more of them to reduce the number of our products they offer or to carry the product lines of our competitors, could have a material adverse effect on our business, financial
condition and results of operations. The termination of a significant distributor, whether at our or the distributors initiative, or a disruption in the operations of one or more of our distributors, could reduce our net sales in a given
quarter and could result in an increase in inventory returns.

The semiconductor business is very competitive, especially in the markets we serve, and
increased competition could reduce the value of an investment in our company.

The semiconductor industry is, and the standard component or
multi-market semiconductor product markets in particular are, highly competitive. Competitors offer equivalent or similar versions of many of our products, and customers may switch from our products to competitors products on the
basis of price, delivery terms, product performance, quality, reliability and customer service or a combination of any of these factors. Competition is especially intense in the multi-market semiconductor segment because it is relatively easier for
customers to switch suppliers of more standardized, multi-market products like ours, compared to switching suppliers of more highly integrated or customized semiconductor products such as processors or system-on-a-chip products, which we do not
manufacture. Even in strong markets, price pressures may emerge as competitors attempt to gain a greater market share by lowering prices. Competition in the various markets in which we participate comes from companies of various sizes, many of which
are larger and have greater financial and other resources than we have and thus are better able to pursue acquisition candidates and can better withstand adverse economic or market conditions. In addition, companies not currently in direct
competition with us may introduce competing products in the future.



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We may not be able to attract or retain the technical or management employees necessary to remain competitive in our
industry.

Our continued success depends on the retention and recruitment of skilled personnel, including technical, marketing, management and staff
personnel. In the semiconductor industry, the competition for qualified personnel, particularly experienced design engineers and other technical employees, is intense, particularly in the up portions of our business cycle, when
competitors may try to recruit our most valuable technical employees. There can be no assurance that we will be able to retain our current personnel or recruit the key personnel we require.

If we must reduce our use of stock options and other equity awards, our competitiveness in the employee marketplace could be adversely affected. Our results of
operations could vary as a result of the methods, estimates and judgments we use to value our stock-based compensation.

Like most technology
companies, we have a history of using broad-based employee stock option programs to recruit and retain our workforce in a competitive employment marketplace. Although we have reduced our use of traditional stock options in the past several years in
favor of restricted stock units, deferred stock units and performance-based equity awards, we still use stock options and expect to continue to use them as one component of our stock-based compensation program. As a result, our success will depend
in part upon the continued use of stock options as a compensation tool. We plan to seek stockholder approval for increases in the number of shares available for grant under the Fairchild Semiconductor 2007 Stock Plan as well as other amendments that
may be adopted from time to time which require stockholder approval. If these proposals do not receive stockholder approval, we may not be able to grant stock options and other equity awards to employees at the same levels as in the past, which
could adversely affect our ability to attract, retain and motivate qualified personnel, and we may need to increase cash compensation in order to attract, retain and motivate employees, which could adversely affect our results of operations.

The calculation of stock-based compensation expense under SFAS 123(R) requires us to use valuation methodologies and a number of estimates, assumptions
and conclusions regarding matters such as the expected volatility of our share price, the expected life of our options, the expected dividend rate with respect to our common stock, expected forfeitures and the exercise behavior of our employees. See
Item 1, Note 10 of this report for further information. There are no means, under applicable accounting principles, to compare and adjust this expense if and when we learn of additional information that may affect the estimates that we
previously made, with the exception of changes in expected forfeitures of stock-based awards. Certain factors may arise over time that lead us to change our estimates and assumptions with respect to future stock-based compensation, resulting in
variability in our stock-based compensation expense over time. Changes in forecasted stock-based compensation expense could impact our gross margin percentage, research and development expenses, marketing, general and administrative expenses and our
tax rate.

We may face product warranty or product liability claims that are disproportionately higher than the value of the products involved.

Our products are typically sold at prices that are significantly lower than the cost of the equipment or other goods in which they are incorporated. For
example, our products that are incorporated into a personal computer may be sold for several dollars, whereas the personal computer might be sold by the computer maker for several hundred dollars. Although we maintain rigorous quality control
systems, we manufacture and sell approximately 16 billion individual semiconductor devices per year to customers around the world, and in the ordinary course of our business we receive warranty claims for some of these products that are defective or
that do not perform to published specifications. Since a defect or failure in our product could give rise to failures in the goods that incorporate them (and consequential claims for damages against our customers from their customers), we may face
claims for damages that are disproportionate to the revenues and profits we receive from the products involved. We attempt, through our standard terms and conditions of sale and other customer contracts, to limit our liability by agreeing only to
replace the defective goods or refund the purchase price. Nevertheless, we have received claims for other charges, such as for labor and other costs of replacing defective parts or repairing the products into which the defective products are
incorporated, lost profits and other damages. In addition, our ability to reduce such liabilities, whether by contracts or otherwise, may be limited by the laws or the customary business practices of the countries where we do business. And, even in
cases where we do not believe we have legal liability for such claims, we may choose to pay for them to retain a customers business or goodwill or to settle claims to avoid protracted litigation. Our results of operations and business could be
adversely affected as a result of a significant quality or performance issue in our products, if we are required or choose to pay for the damages that result.



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For example, from time to time since late 2001, we have received claims from a number of customers seeking damages
resulting from certain products manufactured with a phosphorus-containing mold compound. Mold compound is the plastic resin used to encapsulate semiconductor chips. This particular mold compound causes some chips to short in some situations,
resulting in chip failure. We have been named in lawsuits relating to these mold compound claims. On August 6, 2007, we settled a lawsuit brought against us by Lucent Technologies Inc. in January 2005 in New Jersey state court claiming breach of
warranty and fraud. The settlement payment will occur in the third quarter of 2007. On January 5, 2007, White Rock Networks sued us and two distributors, Arrow Electronics and All American Semiconductor, in the U.S. District Court for the
Eastern District of Texas, for violations of the Texas Deceptive Trade Practices Act relating to the mold compound issue, claiming unspecified damages. On May 17, 2007 White Rock amended their complaint to include fraud, negligence, and breach
of contract claims and removed All American as a defendant. White Rock served us on May 25, 2007. We believe we have strong defenses against White Rock Networks claims and intend to vigorously defend the lawsuit.

Several other customers have made claims for damages or threatened to begin litigation as a result of the mold compound issue if their claims are not resolved according
to their demands, and we may face additional lawsuits as a result. We have resolved similar claims with several of our leading customers. We have exhausted insurance coverage for such customer claims. While the exact amount of these losses is not
known, we recorded a reserve for estimated potential settlement losses of $11.0 million in the Consolidated Statement of Operations during the second quarter of 2004, an additional $6.9 million the fourth quarter of 2005 and an additional $1.7
million in the second quarter of 2007. The increases in the reserve balances were due to changes in the estimated reserve requirements. These reserves were based upon assessments of the potential liability using an analysis of the claims and
historical experience in defending and/or resolving these claims. At July 1, 2007 and December 31, 2006, the reserve for estimated potential settlement losses was $6.4 million and $5.8 million, respectively. If we continue to receive
additional claims for damages from customers beyond the period of time normally observed for such claims, if more of these claims proceed to litigation, or if we choose to settle claims in settlement of or to avoid litigation, then we may incur a
liability in excess of the current reserve.

Our international operations subject our company to risks not faced by domestic competitors.

Through our subsidiaries we maintain significant operations and facilities in the Philippines, Malaysia, China, South Korea and Singapore. We have
sales offices and customers around the world. Approximately 76% of our revenues in the second quarter of 2007 were from Asia. The following are some of the risks inherent in doing business on an international level:



| |  |  | economic and political instability;
| | - |  | -----------------------------------



| |  |  | foreign currency fluctuations;
| | - |  | ------------------------------



| |  |  | transportation delays;
| | - |  | ----------------------



| |  |  | trade restrictions;
| | - |  | -------------------



| |  |  | changes in laws and regulations relating to, amongst other things, import and export tariffs, taxation, environmental regulations, land use rights and property,
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | work stoppages; and
| | - |  | -------------------



| |  |  | the laws of, including tax laws, and the policies of the United States toward, countries in which we manufacture our products.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------

We acquired significant operations and revenues when we acquired a business from Samsung Electronics and, as a result, are subject to risks inherent in doing business
in Korea, including political risk, labor risk and currency risk.

As a result of the acquisition of the power device business from Samsung Electronics
in 1999, we have significant operations and sales in South Korea and are subject to risks associated with doing business there. Korea accounted for 14% of our revenue for the quarter ended July 1, 2007.



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Relations between South Korea and North Korea have been tense over most of South Koreas history, and more recent
concerns over North Koreas nuclear capability, and relations between the United States and North Korea, have created a global security issue that may adversely affect Korean business and economic conditions. We cannot assure you as to whether
or when this situation will be resolved or change abruptly as a result of current or future events. An adverse change in economic or political conditions in South Korea or in its relations with North Korea could have a material adverse effect on our
Korean subsidiary and our company. In addition to other risks disclosed relating to international operations, some businesses in South Korea are subject to labor unrest.

Our Korean sales are increasingly denominated primarily in U.S. dollars while a significant portion of our Korean operations costs of goods sold and operating expenses are denominated in South Korean won.
Although we have taken steps to fix the costs subject to currency fluctuations and to balance won revenues and won costs as much as possible, a significant change in this balance, coupled with a significant change in the value of the won relative to
the dollar, could have a material adverse effect on our financial performance and results of operations (see Item 3, Quantitative and Qualitative Disclosures about Market Risk).

A change in foreign tax laws or a difference in the construction of current foreign tax laws by relevant foreign authorities could result in us not recognizing the benefits we anticipated in connection with the
transaction structure used to consummate the acquisition of the power device business.

The transaction structure we used for the acquisition of the
power device business is based on assumptions about the various tax laws, including income and withholding tax, and other relevant laws of foreign jurisdictions. In addition, our Korean subsidiary was granted a ten-year tax holiday under Korean law
in 1999. The first seven years are tax-free, followed by three years of income taxes at 50% of the statutory rate. In 2000, the tax holiday was extended such that the exemption amounts were increased to 78% in the eighth year and a 28% exemption was
added to the eleventh year.

Our Chinese subsidiary, Fairchild Semiconductor (Suzhou), Co. Ltd, as one of the incentives for locating in the Suzhou
Industrial Park, was granted by the Chinese government a 10 year preferential income tax holiday. On March 16, 2007, the Chinese government passed the unified enterprise income tax law with the intention to unify the taxing structure amongst
both foreign invested enterprises as well as domestic enterprises. The new legislation, which becomes effective January 1, 2008, grandfathers enterprises currently enjoying tax incentives for a maximum period of five years.
Fairchild Semiconductor (Suzhou), Co. Ltd will continue to enjoy these tax incentives gradually transitioning to the new statutory rate of 25% by 2013. We will continue to monitor the new income tax law and any guidance provided as we approach the
January 1, 2008 effective date to refine the extent of the impact for 2008 and future years.

We have significantly expanded our manufacturing
operations in China and, as a result, will be increasingly subject to risks inherent in doing business in China, which may adversely affect our financial performance.

In 2003, we began construction of a new assembly and test facility in Suzhou, China. The factory began production in July 2003 and is steadily increasing its output. Although we expect a significant portion of our
production from this facility will be exported out of China, especially initially, we are hopeful that a significant portion of our future revenue will result from the Chinese markets in which our products are sold, and from demand in China for
goods that include our products. Our ability to operate in China may be adversely affected by changes in that countrys laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use
rights, property and other matters. In addition, our results of operations in China are subject to the economic and political situation there. We believe that our operations in China are in compliance with all applicable legal and regulatory
requirements. However, there can be no assurance that Chinas central or local governments will not impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures. Changes in the political
environment or government policies could result in revisions to laws or regulations or their interpretation and enforcement, increased taxation, restrictions on imports, import duties or currency revaluations. In addition, a significant
destabilization of relations between China and the United States could result in restrictions or prohibitions on our operations or the sale of our products in China. The legal system of China relating to foreign trade is relatively new and continues
to evolve. There can be no certainty as to the application of its laws and regulations in particular instances. Enforcement of existing laws or agreements may be sporadic and implementation and interpretation of laws inconsistent. Moreover, there is
a high degree of fragmentation among regulatory authorities resulting in uncertainties as to which authorities have jurisdiction over particular parties or transactions.



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We are subject to many environmental laws and regulations that could affect our operations or result in significant
expenses.

Increasingly stringent environmental regulations restrict the amount and types of pollutants that can be released from our operations into
the environment. While the cost of compliance with environmental laws has not had a material adverse effect on our results of operations historically, compliance with these and any future regulations could require significant capital investments in
pollution control equipment or changes in the way we make our products. In addition, because we use hazardous and other regulated materials in our manufacturing processes, we are subject to risks of liabilities and claims, regardless of fault,
resulting from our use, transportation, emission, discharge, storage, recycling or disposal of hazardous materials, including personal injury claims and civil and criminal fines, any of which could be material to our cash flow or earnings. For
example:



| |  |  | we currently are remediating contamination at some of our operating plant sites;
| | - |  | --------------------------------------------------------------------------------



| |  |  | we have been identified as a potentially responsible party at a number of Superfund sites where we (or our predecessors) disposed of wastes in the past; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | significant regulatory and public attention on the impact of semiconductor operations on the environment may result in more stringent regulations, further
increasing our costs.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Although most of our known environmental liabilities are covered by indemnification agreements with Raytheon
Company, National Semiconductor, Samsung Electronics and Intersil Corporation, these indemnities are limited to conditions that occurred prior to the consummation of the transactions through which we acquired facilities from those companies.
Moreover, we cannot assure you that their indemnity obligations to us for the covered liabilities will be available, or, if available, adequate to protect us.

We are a leveraged company with a ratio of debt to equity at July 1, 2007 of approximately 0.5 to 1, which could adversely affect our financial health and limit our ability to grow and compete.

At July 1, 2007, we had total debt of $590.6 million and the ratio of this debt to equity was approximately 0.5 to 1. On June 22, 2006 we reduced the
outstanding balance on the term loan by $50 million to $394 million. On June 26, 2006 we refinanced the existing senior credit facility consisting of a term loan of $375 million, replacing the previous $450 million term loan and replacing the
previous $180 million revolving line of credit with a $100 million revolving line of credit, of which $78.6 million remained undrawn as of July 1, 2007, adjusted for outstanding letters of credit. In addition, there is a $200 million
uncommitted incremental term loan feature. Despite reducing some of our long-term debt, we continue to carry substantial indebtedness which could have important consequences. For example, it could:



| |  |  | require us to dedicate a portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund
working capital, capital expenditures, research and development efforts and other general corporate purposes;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | increase the amount of our interest expense, because certain of our borrowings (namely borrowings under our senior credit facility) are at variable rates of
interest, which, if interest rates increase, could result in higher interest expense;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | increase our vulnerability to general adverse economic and industry conditions;
| | - |  | -------------------------------------------------------------------------------



| |  |  | limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | restrict us from making strategic acquisitions, introducing new technologies or exploiting business opportunities;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | make it more difficult for us to satisfy our obligations with respect to the instruments governing our indebtedness;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | place us at a competitive disadvantage compared to our competitors that have less indebtedness; or
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | limit, along with the financial and other restrictive covenants in our debt instruments, among other things, our ability to borrow additional funds, dispose of
assets, repurchase stock or pay cash dividends. Failing to comply with those covenants could result in an event of default which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of
operations.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Despite current indebtedness levels, we may still be able to incur substantially more indebtedness. Incurring more
indebtedness could exacerbate the risks described above.

We may be able to incur substantial additional indebtedness in the future. The indenture
governing Fairchild Semiconductor Corporations outstanding 5% Convertible Senior Subordinated Notes Due 2008 does not limit the amount of additional debt that we may incur. Although the terms of the credit agreement relating to the senior
credit facility contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and, under certain circumstances, additional indebtedness incurred in compliance with
these restrictions or upon further amendment of the credit facility could be substantial. The senior credit facility, from June 2006, permits borrowings of up to $100 million in revolving loans under the line of credit and up to $200 million under
the uncommitted incremental term loan feature, in addition to the outstanding $375 million term loan that is currently outstanding under that facility. As of July 1, 2007, adjusted for outstanding letters of credit, we had up to $78.6 million
available under the revolving loan portion of the senior credit facility. If new debt is added to our subsidiaries current debt levels, the substantial risks described above would intensify.

We may not be able to generate the necessary amount of cash to service our indebtedness, which may require us to refinance our indebtedness or default on our
scheduled debt payments. Our ability to generate cash depends on many factors beyond our control.

Our historical financial results have been, and our
future financial results are anticipated to be, subject to substantial fluctuations. We cannot assure you that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will
be realized on schedule or at all, or that future borrowings will be available to us under our senior credit facility in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. In addition, because our senior
credit facility has variable interest rates, the cost of those borrowings will increase if market interest rates increase. If we are unable to meet our expenses and debt obligations, we may need to refinance all or a portion of our indebtedness on
or before maturity, sell assets or raise equity. We cannot assure you that we would be able to refinance any of our indebtedness, sell assets or raise equity on commercially reasonable terms or at all, which could cause us to default on our
obligations and impair our liquidity. Restrictions imposed by the credit agreement relating to our senior credit facility restrict or prohibit our ability to engage in or enter into some business operating and financing arrangements, which could
adversely affect our ability to take advantage of potentially profitable business opportunities.

The operating and financial restrictions and covenants in
the credit agreement relating to our senior credit facility may limit our ability to finance our future operations or capital needs or engage in other business activities that may be in our interests. The credit agreement imposes significant
operating and financial restrictions that affect our ability to incur additional indebtedness or create liens on our assets, pay dividends, sell assets, engage in mergers or acquisitions, make investments or engage in other business activities.
These restrictions could place us at a disadvantage relative to competitors not subject to such limitations.

In addition, the senior credit facility also
requires us to maintain specified financial ratios. Our ability to meet those financial ratios can be affected by events beyond our control, and we cannot assure you that we will meet those ratios. As of July 1, 2007, we were in compliance with
these ratios. A breach of any of these covenants, ratios or restrictions could result in an event of default under the senior credit facility. Upon the occurrence of an event of default under the senior credit facility, the lenders could elect to
declare all amounts outstanding under the senior credit facility, together with accrued interest, to be immediately due and payable. If we were unable to repay those amounts, the lenders could proceed against our assets, including any collateral
granted to them to secure the indebtedness. If the lenders under the senior credit facility accelerate the payment of the indebtedness, we cannot assure you that our assets would be sufficient to repay in full that indebtedness and our other
indebtedness.



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

There
were no sales of unregistered securities in the second quarter of 2007. The following table provides information with respect to purchases made by the company of its own common stock during the second quarter of 2007.



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|                               |  |                                               |  |                             |       |                                                                               |   |                                                                                                          |  
|------------------------------ |  | --------------------------------------------- |  | --------------------------- | ----- | ----------------------------------------------------------------------------- | - | -------------------------------------------------------------------------------------------------------- | -
|Period                         |  | Total Number ofShares (or Units)Purchased (1) |  | Average PricePaid per Share |       | Total Number of SharesPurchased as Part ofPublicly AnnouncedPlans or Programs |   | Maximum Number (orApproximate Dollar Value)of Shares that May Yet BePurchased Under the Plansor
Programs
|April 2, 2007 - April 29, 2007 |  | 300,000                                       |  | $                           | 17.41 |                                                                               |  |                                                                                                          | 
|April 30, 2007 - May 27, 2007  |  |                                              |  |                             |      |                                                                               |  |                                                                                                          | 
|May 28, 2007 - July 1, 2007    |  |                                              |  |                             |      |                                                                               |  |                                                                                                          | 
|                               |  |                                               |  |                             |       |                                                                               |   |                                                                                                          |  
|Total                          |  | 300,000                                       |  | $                           | 17.41 |                                                                               |  |                                                                                                          | 
|                               |  |                                               |  |                             |       |                                                                               |   |                                                                                                          |  

---

|(1) | All of these shares were purchased by the company in open-market transactions to satisfy its obligations to deliver shares under the companys employee stock purchase plan or
for other Board of Director authorized transactions. The purchase of these shares satisfied the conditions of the safe harbor provided by the Securities Exchange Act of 1934.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

(a) Our annual
meeting of stockholders was held on May 2, 2007.

(b) The following directors were elected at the meeting by the following votes:



|                     |  |             |  |               
|-------------------- |  | ----------- |  | --------------
|                     |  | VOTES FOR   |  | VOTES WITHHELD
|Richard A. Aurelio   |  | 112,812,773 |  | 1,549,329     
|Charles P. Carinalli |  | 112,139,682 |  | 2,222,420     
|Robert F. Friel      |  | 112,835,565 |  | 1,526,537     
|Thomas L. Magnanti   |  | 112,138,015 |  | 2,224,087     
|Kevin J. McGarity    |  | 112,138,989 |  | 2,223,113     
|Bryan R. Roub        |  | 112,835,054 |  | 1,527,048     
|Ronald W. Shelly     |  | 108,040,474 |  | 6,321,628     
|William N. Stout     |  | 112,812,819 |  | 1,549,283     
|Mark S. Thompson     |  | 112,816,134 |  | 1,545,968     

(c) In addition to the election of directors described above, the following matters were voted on at the meeting:

A proposal to approve the adoption of the Fairchild Semiconductor 2007 Stock Plan, as described in our definitive proxy statement filed with the Securities
and Exchange Commission on March 30, 2007, was approved by the following votes:



|                |  |                     |  |                 |  |                            
|--------------- |  | ------------------- |  | --------------- |  | ---------------------------
|FOR: 63,728,045 |  | AGAINST: 41,128,512 |  | ABSTAIN: 23,188 |  | BROKER NON-VOTES: 9,482,357

A proposal to ratify the appointment of KPMG LLP as the independent registered public accounting firm of the
company for 2007 was approved by the following votes:



|                 |  |                    |  |                 |  | 
|---------------- |  | ------------------ |  | --------------- |  | 
|FOR: 113,068,295 |  | AGAINST: 1,279,314 |  | ABSTAIN: 14,493 |  | 



|Item 5. | Other Information
|------- | -----------------

Completion of Acquisition or Disposition of
Assets. On February 8, 2007, we filed a Current Report on Form 8-K announcing that on February 5, 2007, our indirect wholly-owned Taiwanese subsidiary, New Conversion Co., Ltd., through a previously-announced tender offer, acquired
65,459,517 shares of Taipei-based System General Corporation (which represented approximately 95.6% of System Generals outstanding shares) at a price of NT$93 per share (or approximately US$185.7 million based on then-current exchange rates).



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On August 3, 2007, New Conversion Co. completed the acquisition of the 3,017,758 remaining outstanding System
General shares pursuant to a share swap. On June 23, 2007, New Conversion Co. issued redeemable preferred shares to the remaining System General shareholders in exchange for their shares in System General. The redemption date of the outstanding
redeemable preferred shares was August 3, 2007. The redemption price is NT$93 per share (or approximately US$8.6 million based on current exchange rates). New Conversion Co. will be merged into System General in the second half of 2007, so that
System General will be the surviving entity of the merger.

Settlement of Lawsuit. On August 6, 2007, we settled a lawsuit brought against us by
Lucent Technologies Inc. in January 2005 in New Jersey state court claiming breach of warranty and fraud, on undisclosed terms. The settlement payment will occur in the third quarter of 2007.



|Item 6. | Exhibits
|------- | --------



|            |  |                                                                                                                                      
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                          
|10.01       |  | Fairchild Semiconductor 2007 Stock Plan (incorporated by reference from our current report on Form 8-K filed on May 4, 2007).        
|            | 
|10.02       |  | Form of Restricted Stock Unit Award Agreement under the Fairchild Semiconductor 2007 Stock Plan.                                     
|            | 
|10.03       |  | Form of Performance Unit Award Agreement under the Fairchild Semiconductor 2007 Stock Plan.                                          
|            | 
|10.04       |  | Form of Non-Qualified Stock Option Agreement under the Fairchild Semiconductor 2007 Stock Plan.                                      
|            | 
|10.05       |  | Form of Deferred Stock Unit Agreement for non-employee directors 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, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Mark S. Thompson.
|            | 
|32.02       |  | Certification, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Mark S. Frey.    

Item 3 is not applicable and has been omitted.



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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 9, 2007 |  |  |  | /s/ Robin A. Sawyer                        
|                     |  |  |  | Robin A. Sawyer                            
|                     |  |  |  | Vice President, Corporate Controller       
|                     |  |  |  | (Principal Accounting Officer)             



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