UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q/A

(Amendment No. 1)







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

For the quarterly period ended March 27, 2016

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





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.)
|                                                               | 
|1272 Borregas Avenue, Sunnyvale, CA                            |  | 94089                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

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





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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  | x |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  |  ̈

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 the Registrants Common Stock as of April 24, 2016 was 114,642,806.









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EXPLANATORY NOTE

Fairchild Semiconductor International, Inc. (we, our or the company) is filing this amendment no. 1 (this
Amendment) to its quarterly report on Form 10-Q for the quarter ended March 27, 2016, filed with the SEC on May 5, 2016 (the Original Form 10-Q) for the reason and in the manner described below.

As previously disclosed, during the quarter ended June 26, 2016, as a result of our discovery of an embezzlement by a former non-management employee of
our Korean subsidiary of local currency valued at approximately $630,000, we determined that a material weakness that arose at prior fiscal year and existed as of June 26, 2016. No restatement of prior period financial statements and no change in
previously released financial results were required as a result of these findings.

We are amending Item 4 (Controls and Procedures) of our Original
Form 10-Q to reflect our determination that a material weakness existed as of March 27, 2016. We are also amending Item 6 (Exhibits) to contain currently dated certifications of our CEO and CFO, which are included in this Amendment. The
foregoing summary is qualified in its entirety by reference to the complete text of the respective items that follow.

Except as specifically described in
this Amendment, information in the Original Form 10-Q remains unchanged and reflects the disclosures made at the time of the Original Form 10-Q. Also, except as specifically described herein, this Amendment does not describe events occurring after
the Original Form 10-Q, including exhibits, or modify or update disclosures affected by such

subsequent events. This Amendment should be read in
conjunction with the Original Form 10-Q and other filings we have made with the SEC, including without limitation those made subsequent to the filing of the Original Form 10-Q. Information in such subsequent reports and documents may update or
supersede information contained in the Original Form 10-Q.



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Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with
the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of March 27, 2016, the
end of the period covered by this report. When we first filed our Form 10-Q for the quarter ended March 27, 2016which was before our determination of the material weakness described belowour CEO and CFO concluded that, as of March 27,
2016, our disclosure controls and procedures were operating effectively, at a reasonable assurance level. However, after the determination of the material weakness described below, our CEO and CFO concluded that our disclosure controls and
procedures were not effective as of March 27, 2016.

During the quarter ended June 26, 2016, as a result of our discovery of an embezzlement by a former
non-management employee of our Korean subsidiary of local currency valued at approximately $630,000, we identified a deficiency in the operation of certain of our controls that would have prevented and detected a misappropriation on a timely basis,
and therefore, affected our ability to safeguard cash. We have determined that this deficiency in our internal control over financial reporting constituted a material weakness which existed as of March 27, 2016. No restatement of prior period
financial statements and no change in previously released financial results were required as a result of these findings.

Inherent Limitations on
Effectiveness of Controls

The companys management, including our 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. There can be no assurance that any control system will succeed in achieving its stated goals under all potential future
conditions. Over time, controls may become less effective if conditions change or compliance with policies or procedures deteriorates.

Changes in
Internal Control over Financial Reporting

Except as otherwise discussed above, during the quarter ended March 27, 2016, there were no changes in our
internal control over financial reporting identified in connection with managements evaluation that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Remediation

We are currently working to remediate the
material weakness. We have reviewed the design, implementation and operation of the controls and have made enhancements and identified new controls that are currently being considered for implementation as part of the remediation plan. We believe
these measures, once implemented and operating for a sufficient period of time, will remediate the control deficiency identified and strengthen our internal control over financial reporting.

Item 6. Exhibits



|      |  |                                                                                                                                                
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|      |  | Description                                                                                                                                    
|      | 
|31.01 |  | Section 302 Certification of the Chief Executive Officer.                                                                                      
|      | 
|31.02 |  | Section 302 Certification of the Chief Financial Officer.                                                                                      
|      | 
|32.01 |  | Certification of the Chief Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|      | 
|32.02 |  | Certification of the Chief Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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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./S/ MARK S. FREYMark S. FreyExecutive Vice President, Chief Financial Officer and Treasurer (Principal Accounting Officer)


Date: August 17, 2016