##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-Q
   þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    April 2, 2006ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)   OF
    THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          
    to          .   Commission File Number:
    001-15181
  FAIRCHILD SEMICONDUCTOR
    INTERNATIONAL, INC.
 (Exact name of registrant as
    specified in its charter)
   Delaware

04-3363001(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)    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
  þ o
  Rule 12b-2
 þ o o
  Rule 12b-2 o þ
    Title of Each Class

Number of SharesCommon Stock

121,598,139




---



##### 



FAIRCHILD
    SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES
  INDEX
  PagePART I.
    FINANCIAL INFORMATIONItem 1.


Financial
    Statements (Unaudited)Consolidated
    Balance Sheetsas of April 2,
    2006 and December 25, 2005


3Consolidated
    Statements of Operationsfor the Three Months
    Ended April 2, 2006 and March 27, 2005


4Consolidated
    Statements of Comprehensive Income (Loss)for the Three Months
    Ended April 2, 2006 and March 27, 2005


5Consolidated
    Statements of Cash Flowsfor the Three Months
    Ended April 2, 2006 and March 27, 2005


6Notes to
    Consolidated Financial Statements (Unaudited)


7Item 2.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


27Item 3.


Quantitative
    and Qualitative Disclosures about Market Risk


36Item 4.


Controls and
    Procedures


36PART II.
    OTHER INFORMATIONItem 1.


Legal
    Proceedings


37Item 1A.


Business
    Risks


38Item 2.


Unregistered
    Sales of Equity Securities and Use of Proceeds


48Item 6.


Exhibits


49Signature


50EX-10.01 Employment Agreement - Mark S. FreyEX-10.02  Restricted Stock Unit Agreement - Mark S. FreyEX-10.03 Restricted Stock Unit Agreement - Mark S. ThompsonEX-10.04 Form of Restricted Stock Unit AgreementEX-31.01 Section 302 Certification of CEOEX-31.02 Section 302 Certification of CFOEX-32.01 Section 906 Certification of CEOEX-32.02 Section 906 Certification of CFO   2




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  FAIRCHILD
    SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS  April 2,


December 25,2006


2005(In millions)(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
335.6


$
330.7Short-term marketable securities


186.3



182.5Accounts receivable, net of
    allowances of $38.1 and $37.8 at April 2, 2006 and
    December 25, 2005, respectively


148.5



128.6Inventories


213.6



200.5Deferred income taxes, net of
    allowances of $36.2 and $35.8 at April 2, 2006 and
    December 25, 2005, respectively


4.9



3.3Other current assets


33.3



28.9Total current assets


922.2



874.5Property, plant and equipment, net


630.1



635.0Deferred income taxes, net of
    allowances of $178.7 and $178.3 at April 2, 2006 and
    December 25, 2005, respectively


1.0



Intangible assets, net


120.2



126.1Goodwill


229.9



229.9Long-term marketable securities


13.7



32.7Other assets


29.9



30.1Total assets

$
1,947.0


$
1,928.3LIABILITIES, TEMPORARY EQUITY
    AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt

$
3.4


$
5.6Accounts payable


103.3



95.2Accrued expenses and other current
    liabilities


105.4



128.9Total current liabilities


212.1



229.7Long-term debt, less current
    portion


641.0



641.0Deferred income taxes


31.4



33.5Other liabilities


16.3



15.6Total liabilities


900.8



919.8Commitments and contingenciesTemporary
    equity  deferred stock units


2.2



Stockholders equity:Common stock


1.2



1.2Additional paid-in capital


1,284.2



1,274.1Accumulated deficit


(239.3
)


(265.9
)Accumulated other comprehensive
    income


2.9



3.9Less treasury stock (at cost)


(5.0
)


(4.8
)Total stockholders equity


1,044.0



1,008.5Total liabilities, temporary
    equity and stockholders equity

$
1,947.0


$
1,928.3    3




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##### Table of Contents



FAIRCHILD
    SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES




CONSOLIDATED STATEMENTS OF OPERATIONS




|                                                    |  |                                          |       |   |           |   |       |  
|--------------------------------------------------- |  | ---------------------------------------- | ----- | - | --------- | - | ----- | -
|                                                    |  | Three Months Ended                       |      
|                                                    |  | April 2,                                 |       |   | March 27, |  
|                                                    |  | 2006                                     |       |   | 2005      |  
|                                                    |  | (In millions, except per share
    data) |      
|                                                    |  | (Unaudited)                              |      
|                                                   
|Total revenue                                       |  | $                                        | 409.5 |   |           | $ | 362.8 |  
|Cost of sales                                       |  |                                          | 287.0 |   |           |   | 279.0 |  
|                                                    |  |                                          |       |   |           |   |       |  
|Gross profit                                        |  |                                          | 122.5 |   |           |   | 83.8  |  
|                                                    |  |                                          |       |   |           |   |       |  
|Operating expenses:                                 |  |                                          |       |   |           |   |       |  
|Research and development                            |  |                                          | 26.2  |   |           |   | 19.0  |  
|Selling, general and administrative                 |  |                                          | 60.0  |   |           |   | 47.4  |  
|Amortization of
    acquisition-related intangibles |  |                                          | 5.9   |   |           |   | 6.1   |  
|Restructuring and impairments                       |  |                                          |      |   |           |   | 4.1   |  
|Gain on sale of product line, net                   |  |                                          | (3.2  | ) |           |   |      |  
|                                                    |  |                                          |       |   |           |   |       |  
|Total operating expenses                            |  |                                          | 88.9  |   |           |   | 76.6  |  
|                                                    |  |                                          |       |   |           |   |       |  
|Operating income                                    |  |                                          | 33.6  |   |           |   | 7.2   |  
|Interest expense                                    |  |                                          | 11.3  |   |           |   | 13.3  |  
|Interest income                                     |  |                                          | (5.4  | ) |           |   | (3.2  | )
|Other expense                                       |  |                                          |      |   |           |   | 23.9  |  
|                                                    |  |                                          |       |   |           |   |       |  
|Income (loss) before income taxes                   |  |                                          | 27.7  |   |           |   | (26.8 | )
|Provision (benefit) for income
    taxes            |  |                                          | 1.1   |   |           |   | (16.4 | )
|                                                    |  |                                          |       |   |           |   |       |  
|Net income (loss)                                   |  | $                                        | 26.6  |   |           | $ | (10.4 | )
|                                                    |  |                                          |       |   |           |   |       |  
|Net income (loss) per common share:                 |  |                                          |       |   |           |   |       |  
|Basic                                               |  | $                                        | 0.22  |   |           | $ | (0.09 | )
|                                                    |  |                                          |       |   |           |   |       |  
|Diluted                                             |  | $                                        | 0.21  |   |           | $ | (0.09 | )
|                                                    |  |                                          |       |   |           |   |       |  
|Weighted average common shares:                     |  |                                          |       |   |           |   |       |  
|Basic                                               |  |                                          | 121.4 |   |           |   | 119.6 |  
|                                                    |  |                                          |       |   |           |   |       |  
|Diluted                                             |  |                                          | 123.9 |   |           |   | 119.6 |  
|                                                    |  |                                          |       |   |           |   |       |  







4



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##### Table of Contents



FAIRCHILD
    SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES




CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)




|                                                                                                           |  |                    |      |   |           |   |       |  
|---------------------------------------------------------------------------------------------------------- |  | ------------------ | ---- | - | --------- | - | ----- | -
|                                                                                                           |  | Three Months Ended |     
|                                                                                                           |  | April 2,           |      |   | March 27, |  
|                                                                                                           |  | 2006               |      |   | 2005      |  
|                                                                                                           |  | (In millions)      |     
|                                                                                                           |  | (Unaudited)        |     
|                                                                                                          
|Net income (loss)                                                                                          |  | $                  | 26.6 |   |           | $ | (10.4 | )
|Other comprehensive income (loss),
    net of tax:                                                         |  |                    |      |   |           |   |       |  
|Net change associated with hedging
    transactions                                                        |  |                    | 0.3  |   |           |   | 1.2   |  
|Net amount reclassified to
    earnings for hedging                                                        |  |                    | (0.5 | ) |           |   | 0.4   |  
|Net change associated with
    unrealized holding gain (loss) on marketable securities and
    investments |  |                    | (0.8 | ) |           |   | (0.7  | )
|Net amount reclassified to
    earnings for marketable securities                                          |  |                    |     |   |           |   | 0.1   |  
|                                                                                                           |  |                    |      |   |           |   |       |  
|Comprehensive income (loss)                                                                                |  | $                  | 25.6 |   |           | $ | (9.4  | )
|                                                                                                           |  |                    |      |   |           |   |       |  







5



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##### Table of Contents



FAIRCHILD
    SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS  Three Months EndedApril 2,


March 27,2006


2005(In millions)(Unaudited)Cash flows from operating
    activities:Net income (loss)

$
26.6


$
(10.4
)Adjustments to reconcile net
    income (loss) to cash provided by (used in) operating activities:Depreciation and amortization


28.3



43.7Amortization of deferred
    compensation






0.8Non-cash stock-based compensation
    expense


5.3



Loss on disposal of property,
    plant, and equipment


0.5



0.1Non-cash vesting of equity awards






3.8Non-cash financing expense


0.6



0.8Deferred income taxes, net


0.8



(13.1
)Non-cash write off of deferred
    financing fees






5.4Gain on sale of product line


(3.2
)


Changes in operating assets and
    liabilities:Accounts receivable, net


(19.9
)


(8.7
)Inventories


(12.3
)


(3.0
)Other current assets


(4.9
)


11.0Current liabilities


(18.8
)


(64.1
)Other assets and liabilities, net






0.7Cash provided by (used in)
    operating activities


3.0



(33.0
)Cash flows from investing
    activities:Purchase of marketable securities


(61.9
)


(192.9
)Sale of marketable securities


67.8



484.8Maturity of marketable securities


9.1



Capital expenditures


(23.0
)


(29.5
)Purchase of molds and tooling


(0.5
)


(0.3
)Net proceeds from sale of product
    line


6.6



Cash provided by (used in)
    investing activities


(1.9
)


262.1Cash flows from financing
    activities:Repayment of long-term debt


(2.2
)


(350.8
)Issuance of long-term debt






154.5Proceeds from issuance of common
    stock and from exercise of stock options, net


8.0



3.4Purchase of treasury stock


(2.0
)


(2.0
)Debt issuance costs






(1.0
)Cash provided by (used in)
    financing activities


3.8



(195.9
)Net change in cash and cash
    equivalents


4.9



33.2Cash and cash equivalents at
    beginning of period


330.7



146.3Cash and cash equivalents at end
    of period

$
335.6


$
179.5    6




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##### Table of Contents



FAIRCHILD
    SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Note 1  Basis
    of Presentation
  Form 10-K Form 10-K
  Note 2  Stock-based
    Compensation
  Share-Based Payment Accounting for Stock
    Issued to Employees Statement of Cash Flows.
  Accounting for
    Stock-Based Compensation
      Fairchild Semiconductor Stock Plan.
 7




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##### Table of Contents



FAIRCHILD
    SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    The 2000 Executive Stock Option Plan.
  Employee Stock Purchase Plan (ESPP).
  Equity Awards Made Outside Stockholder-Approved
    Plans.
  out-of-the-money
 8




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##### Table of Contents



FAIRCHILD
    SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three Months EndedApril 2,2006WeightedWeighted


AverageAverage


Remaining


AggregateExercise


Contractual


IntrinsicShares


Price


Life


Value(000s)





(In years)


(In millions)Outstanding at December 25,
    2005


24,014


$
19.29Granted


1,747



18.44Exercised


(593
)


11.94Forfeited


(161
)


13.94Expired


(356
)


24.30Outstanding at April 2, 2006


24,651


$
19.38



5.6


$
59.8Exercisable at end of period


18,836


$
20.53



5.2


$
39.8       Three Months EndedApril 2,2006WeightedAverageGrant-DateShares


Fair ValueNonvested at December 25, 2005


799,190


$
14.24Granted


11,458



17.96Vested


(464,334
)


12.59Forfeited


(10,654
)


14.54Nonvested at April 2, 2006


335,660


$
16.57     Topic D-98.
 9




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##### Table of Contents



FAIRCHILD
    SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three Months EndedApril 2,2006WeightedAverageGrant-DateShares


Fair ValueNonvested at December 25, 2005


34,700


$
16.41Granted


218,998



18.36Vested






Forfeited






Nonvested at April 2, 2006


253,698


$
18.09       Three Months EndedApril 2,2006WeightedAverageGrant-DateShares


Fair ValueNonvested at December 25, 2005





$
Granted(1)


826,714



18.51Increase (decrease) for
    performance factors






Vested






Forfeited






Nonvested at April 2, 2006


826,714


$
18.51     (1)
    
    Represents the maximum potential award based on the 2006 fiscal
    year performance metric.    Three Months EndedApril 2,


March 27,2006


2005Total Intrinsic


Total IntrinsicValue of Awards


Value of AwardsExercised


Exercised(In millions)Options

$
4.2


$
1.2DSUs

$
8.1


$
RSUs

$



$
    10




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##### Table of Contents



FAIRCHILD
    SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Valuation
    and Expense Information under SFAS 123(R)
    Three Months EndedApril 2,2006(In millions)Cost of Sales

$
0.7Research and Development


1.0Selling, General and Administrative


3.6$
5.3           Three Months EndedApril 2,2006Unrecognized


WeightedCompensation


AverageCost for


RemainingUnvested


RecognitionAwards


Period(In millions)


(In years)Options

$
19.6



1.7DSUs

$
3.9



1.3RSUs

$
4.3



2.3PUs

$
13.8



2.9     11




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##### Table of Contents



FAIRCHILD
    SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Three Months EndedApril 2,2006Expected volatility


53.2
%Dividend yield


Risk-free interest rate


4.5
%Expected term, in years


3.9Forfeiture rate


5.6
%   Expected volatility.
  Dividend yield.
  Risk-free interest rate.
  Expected term.
  Forfeiture rate.
  Accounting for Stock Appreciation Rights and Other Variable
    Stock Option or Award Plans
 12




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##### Table of Contents



FAIRCHILD
    SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three Months EndedMarch 27,2005(In millions,except per share data)Net loss, as reported

$
(10.4
)Add: Stock compensation charge
    included in net loss determined under the intrinsic value
    method, net of tax


2.9Deduct: Total stock-based employee
    compensation expense determined under fair value based method
    for all awards, net of related tax effects


(37.1
)Pro forma net loss

$
(44.6
)Loss per share:Basic  as reported

$
(0.09
)Basic  pro forma

$
(0.37
)Diluted  as
    reported

$
(0.09
)Diluted  pro forma

$
(0.37
)     Three Months EndedMarch 27,2005Expected volatility


65.0
%Dividend yield


Risk-free interest rate


4.0
%Expected life, in years


6.0  13




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##### Table of Contents



FAIRCHILD
    SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 3  Financial
    Statement Details
  April 2,


December 25,2006


2005(In millions)InventoriesRaw materials

$
26.8


$
25.3Work in process


134.7



126.4Finished goods


52.1



48.8$
213.6


$
200.5Property, plant and
    equipmentLand and improvements

$
26.5


$
32.0Buildings and improvements


314.5



307.2Machinery and equipment


1,367.1



1,341.8Construction in progress


57.7



75.4Total property, plant and equipment


1,765.8



1,756.4Less accumulated depreciation


1,135.7



1,121.4$
630.1


$
635.0Accrued expenses and other
    current liabilitiesPayroll and employee related
    accruals

$
54.8


$
42.9Accrued interest


4.4



7.6Income taxes payable


15.3



30.2Restructuring


2.3



4.9Reserve for potential settlement
    losses


5.8



17.2Other


22.8



26.1$
105.4


$
128.9  14




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##### Table of Contents



FAIRCHILD
    SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 4  Computation
    of Net Income (Loss) Per Share
    Three Months EndedApril 2,


March 27,2006


2005(In millions, except per share
    data)Basic:Net income (loss)

$
26.6


$
(10.4
)Weighted average shares outstanding


121.4



119.6Net income (loss) per share

$
0.22


$
(0.09
)Diluted:Net income (loss)

$
26.6


$
(10.4
)Weighted average shares outstanding


121.4



119.6Assumed exercise of common stock
    equivalents


2.5



Weighted-average common and common
    equivalent shares


123.9



119.6Net income (loss) per share

$
0.21


$
(0.09
)Anti-dilutive common stock
    equivalents, non-vested stock, DSUs and RSUs


16.6



3.4     Note 5  Supplemental
    Cash Flow Information
  Three Months EndedApril 2,


March 27,2006


2005(In millions)Cash paid, net for:Income taxes

$
15.2


$
2.1Interest

$
13.4


$
24.2   Note 6  Marketable
    Securities
   15




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##### Table of Contents



FAIRCHILD
    SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    available-for-sale. Accounting for Certain
    Investments in Debt and Equity Securities available-for-sale
  available-for-sale
  Amortized


MarketCost


Value(In millions)Due in one year or less

$
91.7


$
90.6Due after one year through three
    years


14.0



13.7Due after three years through ten
    years






Due after ten years


95.7



95.7$
201.4


$
200.0   Note 7  Goodwill
    and Intangible Assets
    As of April 2,
    2006


As of December 25,
    2005Period of


Gross Carrying


Accumulated


Gross Carrying


AccumulatedAmortization


Amount


Amortization


Amount


Amortization(In millions)Identifiable intangible assets:Developed technology


5 - 15 years


$
225.6


$
(112.3
)

$
225.6


$
(108.1
)Customer base


8 years



55.8



(49.2
)


55.8



(47.5
)Covenant not to compete


5 years



30.4



(30.4
)


30.4



(30.4
)Trademarks and tradenames


4 years



24.9



(24.9
)


24.9



(24.9
)Patents


4 years



5.4



(5.1
)


5.4



(5.1
)Subtotal






342.1



(221.9
)


342.1



(216.0
)Goodwill






229.9







229.9



Total





$
572.0


$
(221.9
)

$
572.0


$
(216.0
)     Analog


Functional


StandardProducts


Power


Products


Total(In millions)Balance as of April 2, 2006
    and December 25, 2005

$
15.5


$
159.9


$
54.5


$
229.9  16




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##### Table of Contents



FAIRCHILD
    SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       (In millions)Estimated Amortization
    Expense:Remainder of 2006

$
17.52007


18.32008


16.52009


16.52010


16.42011


12.3   Note 8  Segment
    Information
      Three Months EndedApril 2,


March 27,2006


2005(In millions)Revenue and Operating Income
    (Loss):Functional PowerTotal revenue

$
235.8


$
204.6Operating income


26.6



15.3Analog ProductsTotal revenue


82.1



70.3Operating income (loss)


3.5



(6.3
)Standard ProductsTotal revenue


91.6



87.9Operating income


5.6



2.3OtherOperating loss(1)


(2.1
)


(4.1
)Total ConsolidatedTotal revenue

$
409.5


$
362.8Operating income

$
33.6


$
7.2     (1)
    
    Includes $5.3 million of stock-based compensation expense
    and a $3.2 million gain on the sale of a product line for
    the first quarter of 2006. Includes $4.1 million of
    restructuring in the first quarter of 2005. 17




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##### Table of Contents



FAIRCHILD
    SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 9  Restructuring
    and Impairments
        Accrual














AccrualBalance at


New


Cash


Reserve


Non-Cash


Balance at12/25/2005


Charges


Paid


Release


Items


4/2/20062004 Infrastructure Realignment
    Program:Employee Separation Costs

$
0.8


$



$
(0.2
)

$



$



$
0.62005 Infrastructure Realignment
    Program:Employee Separation Costs


4.1







(2.4
)










1.7$
4.9


$



$
(2.6
)

$



$



$
2.3     Note 10  Derivatives
  Accounting for Certain Derivative Instruments and Certain
    Hedging Activities
  Accounting for Certain
    Derivative Instruments and Certain Hedging
    Activities  an amendment of FASB
    Statement 133
    Note 11  Contingencies
   18




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##### Table of Contents



FAIRCHILD
    SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          and/or
   19




---



##### Table of Contents



FAIRCHILD
    SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 12  Divestitures
      Note 13  Condensed
    Consolidating Financial Statements
   20




---



##### Table of Contents



FAIRCHILD
    SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING BALANCE SHEET
  April 2, 2006Unconsolidated


Unconsolidated











ConsolidatedFairchild


Fairchild





Non-





FairchildSemiconductor


Semiconductor


Guarantor


Guarantor





SemiconductorInternational, Inc.


Corporation


Subsidiaries


Subsidiaries


Eliminations


International, Inc.(In millions)(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$



$
167.2


$



$
168.4


$



$
335.6Short-term marketable securities






186.3















186.3Accounts receivable, net






16.0



3.7



128.8







148.5Inventories






110.1



1.5



102.0







213.6Deferred income taxes, net














4.9







4.9Other current assets






23.3







10.0







33.3Total current assets






502.9



5.2



414.1







922.2Property, plant and equipment, net






278.9



1.3



349.9







630.1Deferred income taxes














1.0







1.0Intangible assets, net






29.1



13.2



77.9







120.2Goodwill






167.7



61.8



0.4







229.9Long-term marketable securities






13.7















13.7Investment in subsidiary


1,043.3



932.3



259.0



92.3



(2,326.9
)


Other assets






13.9



2.1



13.9







29.9Total assets

$
1,043.3


$
1,938.5


$
342.6


$
949.5


$
(2,326.9
)

$
1,947.0LIABILITIES, TEMPORARY EQUITY
    AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt

$



$
3.4


$



$



$



$
3.4Accounts payable






64.3



7.0



32.0







103.3Accrued expenses and other current
    liabilities






59.0



1.4



45.0







105.4Total current liabilities






126.7



8.4



77.0







212.1Long-term debt, less current portion






641.0















641.0Net intercompany (receivable)
    payable






101.8



(253.1
)


151.3







Deferred income taxes






22.3







9.1







31.4Other liabilities






0.5







15.8







16.3Total liabilities






892.3



(244.7
)


253.2







900.8Commitments and contingenciesTemporary equity  deferred
    stock units


2.2



















2.2Stockholders equity:Common stock


1.2



















1.2Additional paid-in capital


1,284.2



















1,284.2Retained earnings (accumulated
    deficit)


(239.3
)


1,043.3



587.3



696.3



(2,326.9
)


(239.3
)Accumulated other comprehensive
    income






2.9















2.9Less treasury stock (at cost)


(5.0
)


















(5.0
)Total stockholders equity


1,041.1



1,046.2



587.3



696.3



(2,326.9
)


1,044.0Total liabilities, temporary equity
    and stockholders equity

$
1,043.3


$
1,938.5


$
342.6


$
949.5


$
(2,326.9
)

$
1,947.0  21




---



##### Table of Contents



FAIRCHILD
    SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
  Three Months Ended April 2,
    2006Unconsolidated


Unconsolidated











ConsolidatedFairchild


Fairchild





Non-





FairchildSemiconductor


Semiconductor


Guarantor


Guarantor





SemiconductorInternational, Inc.


Corporation


Subsidiaries


Subsidiaries


Eliminations


International, Inc.(In millions)(Unaudited)Total revenue

$



$
50.3


$



$
359.2


$



$
409.5Cost of sales






15.3



(0.2
)


271.9







287.0Gross profit






35.0



0.2



87.3







122.5Operating expenses:Research and development






15.4



3.6



7.2







26.2Selling, general and administrative






39.2



1.8



19.0







60.0Amortization of
    acquisition-related intangibles






1.3



0.6



4.0







5.9Gain on sale of product line, net










(3.0
)


(0.2
)






(3.2
)Total operating expenses






55.9



3.0



30.0







88.9Operating income (loss)






(20.9
)


(2.8
)


57.3







33.6Interest expense






11.3















11.3Interest income






(3.5
)






(1.9
)






(5.4
)Equity in subsidiary (income) loss


(26.6
)


(50.9
)


(3.4
)






80.9



Income (loss) before income taxes


26.6



22.2



0.6



59.2



(80.9
)


27.7Provision (benefit) for income
    taxes






(4.4
)






5.5







1.1Net income

$
26.6


$
26.6


$
0.6


$
53.7


$
(80.9
)

$
26.6  22




---



##### Table of Contents



FAIRCHILD
    SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
  Three Months Ended April 2,
    2006Unconsolidated


Unconsolidated








ConsolidatedFairchild


Fairchild





Non-


FairchildSemiconductor


Semiconductor


Guarantor


Guarantor


SemiconductorInternational, Inc.


Corporation


Subsidiaries


Subsidiaries


International, Inc.(In millions)(Unaudited)Cash flows provided by (used in)
    operating activities:

$



$
(31.6
)

$



$
34.6


$
3.0Investing activities:Purchase of marketable securities






(61.9
)










(61.9
)Sale of marketable securities






67.8











67.8Maturity of marketable securities






9.1











9.1Capital expenditures






(7.5
)






(15.5
)


(23.0
)Purchase of molds and tooling














(0.5
)


(0.5
)Net proceeds from sale of product
    line






6.6











6.6Investment (in) from affiliate


(6.0
)


6.0











Cash provided by (used in)
    investing activities


(6.0
)


20.1







(16.0
)


(1.9
)Financing activities:Repayment of long-term debt






(2.2
)










(2.2
)Proceeds from issuance of common
    stock and from exercise of stock options, net


8.0















8.0Purchase of treasury stock


(2.0
)














(2.0
)Cash provided by (used in)
    financing activities


6.0



(2.2
)










3.8Net change in cash and cash
    equivalents






(13.7
)






18.6



4.9Cash and cash equivalents at
    beginning of period






180.9







149.8



330.7Cash and cash equivalents at end
    of period

$



$
167.2


$



$
168.4


$
335.6Supplemental Cash Flow Information:Cash paid during the period for:Income taxes

$



$
12.3


$



$
2.9


$
15.2Interest

$



$
13.4


$



$



$
13.4  23




---



##### Table of Contents



FAIRCHILD
    SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING BALANCE SHEET
  December 25, 2005Unconsolidated


Unconsolidated











ConsolidatedFairchild


Fairchild





Non-





FairchildSemiconductor


Semiconductor


Guarantor


Guarantor





SemiconductorInternational, Inc.


Corporation


Subsidiaries


Subsidiaries


Eliminations


International, Inc.(In millions)(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$



$
180.9


$



$
149.8


$



$
330.7Short-term marketable securities






182.5















182.5Accounts receivable, net






16.5







112.1







128.6Inventories






101.9



1.3



97.3







200.5Deferred income taxes, net














3.3







3.3Other current assets






18.7







10.2







28.9Total current assets






500.5



1.3



372.7







874.5Property, plant and equipment, net






281.5



1.4



352.1







635.0Intangible assets, net






30.6



13.8



81.7







126.1Goodwill






167.7



61.8



0.4







229.9Long-term marketable securities






32.7















32.7Investment in subsidiary


1,004.6



906.6



263.2



92.3



(2,266.7
)


Other assets






14.1



1.8



14.2







30.1Total assets

$
1,004.6


$
1,933.7


$
343.3


$
913.4


$
(2,266.7
)

$
1,928.3LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt

$



$
5.6


$



$



$



$
5.6Accounts payable






56.5



0.5



38.2







95.2Accrued expenses and other current
    liabilities






87.3



0.6



41.0







128.9Total current liabilities






149.4



1.1



79.2







229.7Long-term debt, less current portion






641.0















641.0Net intercompany (receivable)
    payable






112.0



(247.7
)


135.7







Deferred income taxes






22.3







11.2







33.5Other liabilities






0.5







15.1







15.6Total liabilities






925.2



(246.6
)


241.2







919.8Commitments and contingenciesStockholders equity:Common stock


1.2



















1.2Additional paid-in capital


1,274.1



















1,274.1Retained earnings (accumulated
    deficit)


(265.9
)


1,004.6



589.9



672.2



(2,266.7
)


(265.9
)Accumulated other comprehensive
    income






3.9















3.9Less treasury stock (at cost)


(4.8
)


















(4.8
)Total stockholders equity


1,004.6



1,008.5



589.9



672.2



(2,266.7
)


1,008.5Total liabilities and
    stockholders equity

$
1,004.6


$
1,933.7


$
343.3


$
913.4


$
(2,266.7
)

$
1,928.3  24




---



##### Table of Contents



FAIRCHILD
    SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
  Three Months Ended
    March 27, 2005Unconsolidated


Unconsolidated











ConsolidatedFairchild


Fairchild





Non-





FairchildSemiconductor


Semiconductor


Guarantor


Guarantor





SemiconductorInternational, Inc.


Corporation


Subsidiaries


Subsidiaries


Eliminations


International, Inc.(In millions)(Unaudited)Total revenue

$



$
356.6


$
1.7


$
448.8


$
(444.3
)

$
362.8Cost of sales






329.3



2.0



392.0



(444.3
)


279.0Gross profit (loss)






27.3



(0.3
)


56.8







83.8Operating expenses:Research and development






10.5



2.6



5.9







19.0Selling, general and administrative






32.5



1.0



13.9







47.4Amortization of
    acquisition-related intangibles






1.4



0.7



4.0







6.1Restructuring and impairments






3.3







0.8







4.1Total operating expenses






47.7



4.3



24.6







76.6Operating income (loss)






(20.4
)


(4.6
)


32.2







7.2Interest expense






13.3















13.3Interest income






(3.1
)






(0.1
)






(3.2
)Other expense






23.9















23.9Equity in subsidiary (income) loss


10.4



(26.9
)


(8.5
)






25.0



Income (loss) before income taxes


(10.4
)


(27.6
)


3.9



32.3



(25.0
)


(26.8
)Provision (benefit) for income
    taxes






(17.2
)






0.8







(16.4
)Net income (loss)

$
(10.4
)

$
(10.4
)

$
3.9


$
31.5


$
(25.0
)

$
(10.4
)  25




---



##### Table of Contents



FAIRCHILD
    SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
  Three Months Ended
    March 27, 2005Unconsolidated


Unconsolidated








ConsolidatedFairchild


Fairchild





Non-


FairchildSemiconductor


Semiconductor


Guarantor


Guarantor


SemiconductorInternational, Inc.


Corporation


Subsidiaries


Subsidiaries


International, Inc.(In millions)(Unaudited)Cash flows provided by (used in)
    operating activities:

$



$
(45.0
)

$



$
12.0


$
(33.0
)Investing activities:Purchase of marketable securities






(192.9
)










(192.9
)Sale of marketable securities






484.8











484.8Capital expenditures






(7.2
)






(22.3
)


(29.5
)Purchase of molds and tooling














(0.3
)


(0.3
)Investment (in) from affiliate


(1.4
)


1.4











Cash provided by (used in)
    financing activities


(1.4
)


286.1







(22.6
)


262.1Financing activities:Repayment of long-term debt






(350.8
)










(350.8
)Issuance of long-term debt






154.5











154.5Proceeds from issuance of common
    stock and from exercise of stock options, net


3.4















3.4Purchase of treasury stock


(2.0
)














(2.0
)Other






(1.0
)










(1.0
)Cash provided by (used in)
    financing activities


1.4



(197.3
)










(195.9
)Net change in cash and cash
    equivalents






43.8







(10.6
)


33.2Cash and cash equivalents at
    beginning of period






96.6







49.7



146.3Cash and cash equivalents at end
    of period

$



$
140.4


$



$
39.1


$
179.5Supplemental Cash Flow Information:Cash paid during the period for:Income taxes

$



$



$



$
2.1


$
2.1Interest

$



$
24.2


$



$



$
24.2  26




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-Q,
  Overview
               27




---



##### Table of Contents



Results
    of Operations
    Three Months EndedApril 2,


March 27,2006


2005(Dollars in millions)Total revenues

$
409.5



100
%

$
362.8



100
%Gross profit


122.5



30
%


83.8



23
%Operating expenses:Research and development


26.2



6
%


19.0



5
%Selling, general and administrative


60.0



15
%


47.4



13
%Amortization of
    acquisition-related intangibles


5.9



1
%


6.1



2
%Restructuring and impairments






0
%


4.1



1
%Gain on sale of product line, net


(3.2
)


(1
)%






0
%Reserve for potential settlement
    losses






0
%






0
%Total operating expenses


88.9



22
%


76.6



21
%Operating income


33.6



8
%


7.2



2
%Interest expense


11.3



3
%


13.3



4
%Interest income


(5.4
)


(1
)%


(3.2
)


(1
)%Other (income) expense






0
%


23.9



7
%Income (loss) before income taxes


27.7



7
%


(26.8
)


(7
)%Provision (benefit) for income
    taxes


1.1



0
%


(16.4
)


(5
)%Net income (loss)

$
26.6



6
%

$
(10.4
)


(3
)%   Total Revenues.
 28




---



##### Table of Contents



Three Months EndedApril 2,


March 27,2006


2005United States


10
%


10
%Other Americas


3



2Europe


12



11China


24



23Taiwan


21



21Korea


15



18Other Asia/Pacific


15



15Total


100
%


100
%     Gross Profit.
  Stock-Based Compensation Expense. SFAS 123(R) stock-based
     29




---



##### Table of Contents



stock-based
        out-of-the-money
    Operating Expenses.
 30




---



##### Table of Contents



Interest Expense. 1 2 1 2
  Interest Income.
  Other Expense. 1 2
  Income Taxes.
     31




---



##### Table of Contents



Reportable
    Segments.
    Three Months EndedApril 2,


March 27,2006


2005Gross


Operating








Gross


OperatingRevenue


% of Total


Profit %


Income (Loss)


Revenue


% of Total


Profit %


Income (Loss)(Dollars in millions)Functional Power

$
235.8



57.6
%


30.3
%

$
26.6


$
204.6



56.4
%


25.6
%

$
15.3Analog Products


82.1



20.0
%


40.3
%


3.5



70.3



19.4
%


22.3
%


(6.3
)Standard Products


91.6



22.4
%


20.4
%


5.6



87.9



24.2
%


17.9
%


2.3Other(1)






0.0
%


(0.2
)%


(2.1
)






0.0
%


0.0
%


(4.1
)Total

$
409.5



100.0
%


29.9
%

$
33.6


$
362.8



100.0
%


23.1
%

$
7.2     (1)
    
    Gross profit as a percent of sales includes $0.7 of stock-based
    compensation expense. Operating loss includes $5.3 million
    of stock-based compensation expense and a $(3.2) million
    gain on the sale of a product line for the first quarter of
    2006. Operating loss includes $4.1 million of restructuring
    expense in the first quarter of 2005.  Functional
    Power
  ® ® tm
    Analog
    Products
  tm
   32




---



##### Table of Contents



Standard
    Products
      Liquidity
    and Capital Resources
     33




---



##### Table of Contents



Three Months EndedApril 2,


March 27,2006


2005(In millions)Net income (loss)

$
26.6


$
(10.4
)Depreciation and amortization


28.3



43.7Non-cash stock-based compensation


5.3



4.6Deferred income taxes, net


0.8



(13.1
)Other, net


(2.1
)


6.3Change in other working capital
    accounts


(55.9
)


(64.1
)Cash provided by (used in)
    operating activities

$
3.0


$
(33.0
)       1 2
  Liquidity
    and Capital Resources of Fairchild International, Excluding
    Subsidiaries
    Forward
    Looking Statements
   34




---



##### Table of Contents



Policy on
    Business Outlook Disclosure and Quiet Periods
  http://investor.fairchildsemi.com
  Outlook
    mid-30%
  Recently
    Issued Financial Accounting Standards
  Accounting
    for Certain Hybrid Financial Instruments  An
    Amendment of FASB Statements 133, Accounting for Derivative
    Instruments and Hedging Activities, and 140,
 35




---



##### Table of Contents



Accounting for Transfers and Servicing of Financial Assets
    and Extinguishments of Liabilities.
  Accounting
    Changes and Error Corrections. Accounting Changes Reporting Accounting Changes in Interim Financial
    Statements  an Amendment of APB Opinion 28
  Inventory
    Costs. Inventory
    Pricing
  Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk  Form 10-K Form 10-K. Form 10-K
  Item 4.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
    Inherent
    Limitations on Effectiveness of Controls
   36




---



##### Table of Contents



Changes
    in Internal Control over Financial Reporting
   PART II.
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    and/or
    co-plantiff
 37




---



##### Table of Contents



and/or
    Item 1A.
    Business
    Risks  Form 10-K
  The
    price of our common stock has fluctuated widely in the past and
    may fluctuate widely in the future.
    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.
    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.
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We may
    not be able to develop new products to satisfy changing demands
    from customers.
    If
    some original equipment manufacturers do not design our products
    into their equipment, our revenue may be adversely
    affected.
    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.
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Our
    failure to protect our intellectual property rights could
    adversely affect our future performance and
    growth.
    
    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.      Our
    failure to obtain or maintain the right to use some technologies
    may negatively affect our financial results.
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
    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;
    discontinue manufacturing processes; or
    obtain licenses to the intellectual property we are found to
    have infringed.    We may
    not be able to consummate future acquisitions or successfully
    integrate acquisitions into our business.
        
    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.     41




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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.
  just-in-time
    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.
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Approximately
    66% 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.
    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.
  system-on-a-chip
  We may
    not be able to attract or retain the technical or management
    employees necessary to remain competitive in our
    industry.
    If we
    must reduce our use of 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.
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We may
    face product warranty or product liability claims that are
    disproportionately higher than the value of the products
    involved.
       44




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Our
    international operations subject our company to risks not faced
    by domestic competitors.
    
    economic and political instability;
    foreign currency fluctuations;
    transportation delays;
    trade restrictions;
    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.
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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.
    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.
    We are
    subject to many environmental laws and regulations that could
    affect our operations or result in significant
    expenses.
    
    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. 46




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We are
    a leveraged company with a ratio of debt to equity at
    April 2, 2006 of approximately 0.6 to 1, which could
    adversely affect our financial health and limit our ability to
    grow and compete.
  3 8 1 2
  
    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.  Despite
    current indebtedness levels, we may still be able to incur
    substantially more indebtedness. Incurring more indebtedness
    could exacerbate the risks described above.
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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.
        Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Total Number of


Maximum Number (orShares Purchased


Approximate Dollar Value)Total Number of


Average


as Part of Publicly


of Shares That May yet beShares (or Units)


Price Paid


Announced Plans


Purchased Under the PlansPeriod

Purchased(1)


per Share


or Programs


or ProgramsDecember 26, 2005 -
    January 29, 2006





$








January 30, 2006 -
    February 26, 2006


110,000



18.12







February 27, 2006 -
    April 2, 2006














Total


110,000


$
18.12







  48




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(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. The purchase of
    these shares satisfied the conditions of the safe harbor
    provided by the Securities Exchange Act of 1934.  Item 6.
    Exhibits  ExhibitNo.

Description10
.01

Employment Agreement, dated
    February 27, 2006, between Fairchild Semiconductor
    Corporation and Mark S. Frey.10
.02

Restricted Stock Unit Agreement
    under the Fairchild Semiconductor Stock Plan dated
    February 27, 2006, between Fairchild Semiconductor
    International, Inc. and Mark S. Frey.10
.03

Restricted Stock Unit Agreement
    under the Fairchild Semiconductor Stock Plan dated
    February 10, 2006, between Fairchild Semiconductor
    International, Inc. and Mark S. Thompson.10
.04

Form of Restricted Stock Unit
    Agreement under the Fairchild Semiconductor Stock Plan.14
.01

Code of Business Conduct and
    Ethics (incorporated by reference from our current report on
    Form 8-K
    filed on January 31, 2006).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.   Items 3, 4,
    and 5 are not applicable and have been omitted.
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SIGNATURE      Date: May 12, 2006

By: /s/  Robin A.
    Sawyer        Robin
    A. Sawyer
    Vice President, Corporate Controller
    (Principal Accounting Officer)  50