##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q







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

For the quarterly period ended June 29, 2008

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.)

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, 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 each of the issuers classes of common stock as of the close of business on June 29, 2008:



|                    |  |                 
|------------------- |  | ----------------
|Title of Each Class |  | Number of Shares
|Common Stock        |  | 125,002,071     









---

##### 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 June 29, 2008 and December 30, 2007                                             |  | 3   
|                              |  |                                                                                                                  
|                              |  | Consolidated Statements of Operations for the Three and Six Months Ended June 29, 2008 and July 1, 2007           |  | 4   
|                              |  |                                                                                                                  
|                              |  | Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 29, 2008 and July 1, 2007 |  | 5   
|                              |  |                                                                                                                  
|                              |  | Consolidated Statements of Cash Flows for the Six Months Ended June 29, 2008 and July 1, 2007                     |  | 6   
|                              |  |                                                                                                                  
|                              |  | Notes to Consolidated Financial Statements (Unaudited)                                                            |  | 7   
|                              |  |                                                                                                                  
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                             |  | 16  
|                              |  |                                                                                                                  
|Item 3.                       |  | Quantitative and Qualitative Disclosures about Market Risk                                                        |  | 25  
|                              |  |                                                                                                                  
|Item 4.                       |  | Controls and Procedures                                                                                           |  | 25  
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                                                  
|                              |  |                                                                                                                  
|Item 1.                       |  | Legal Proceedings                                                                                                 |  | 26  
|                              |  |                                                                                                                  
|Item 1A.                      |  | Risk Factors                                                                                                      |  | 28  
|                              |  |                                                                                                                  
|Item 2.                       |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                       |  | 38  
|                              |  |                                                                                                                  
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                                               |  | 38  
|                              |  |                                                                                                                  
|Item 6.                       |  | Exhibits                                                                                                          |  | 39  
|                              | 
|Signature                     |  | 40                                                                                                               



2



---

##### Table of Contents

PART I. FINANCIAL INFORMATION



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

FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions)



|                                                                                                                   |  |              |         |   |                  |   |         |  
|------------------------------------------------------------------------------------------------------------------ |  | ------------ | ------- | - | ---------------- | - | ------- | -
|                                                                                                                   |  | June 29,2008 |         |   | December 30,2007 |  
|                                                                                                                   |  | (Unaudited)  |         |   |                  |  
|ASSETS                                                                                                             |  |              |         |   |                  |   |         |  
|Current assets:                                                                                                    |  |              |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                          |  | $            | 390.8   |   |                  | $ | 409.0   |  
|Short-term marketable securities                                                                                   |  |              | 0.9     |   |                  |   | 2.1     |  
|Accounts receivable, net of allowances of $36.0 and $37.5 at June 29, 2008 and December 30, 2007, respectively     |  |              | 186.3   |   |                  |   | 179.0   |  
|Inventories                                                                                                        |  |              | 240.7   |   |                  |   | 243.5   |  
|Deferred income taxes, net of allowances of $32.3 and $28.7 at June 29, 2008 and December 30, 2007, respectively   |  |              | 10.6    |   |                  |   | 9.2     |  
|Other current assets                                                                                               |  |              | 27.3    |   |                  |   | 42.7    |  
|                                                                                                                   |  |              |         |   |                  |   |         |  
|Total current assets                                                                                               |  |              | 856.6   |   |                  |   | 885.5   |  
|Property, plant and equipment, net                                                                                 |  |              | 701.9   |   |                  |   | 676.0   |  
|Deferred income taxes, net of allowances of $118.4 and $140.4 at June 29, 2008 and December 30, 2007, respectively |  |              | 8.9     |   |                  |   | 11.6    |  
|Intangible assets, net                                                                                             |  |              | 112.6   |   |                  |   | 123.7   |  
|Goodwill                                                                                                           |  |              | 365.0   |   |                  |   | 353.2   |  
|Long-term marketable securities                                                                                    |  |              | 44.6    |   |                  |   | 51.0    |  
|Other assets                                                                                                       |  |              | 31.0    |   |                  |   | 31.6    |  
|                                                                                                                   |  |              |         |   |                  |   |         |  
|Total assets                                                                                                       |  | $            | 2,120.6 |   |                  | $ | 2,132.6 |  
|                                                                                                                   |  |              |         |   |                  |   |         |  
|                                                                                                                   |  |             
|LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS EQUITY                                                             |  |              |         |   |                  |   |         |  
|Current liabilities:                                                                                               |  |              |         |   |                  |   |         |  
|Current portion of long-term debt                                                                                  |  | $            | 5.3     |   |                  | $ | 203.7   |  
|Accounts payable                                                                                                   |  |              | 146.2   |   |                  |   | 130.6   |  
|Accrued expenses and other current liabilities                                                                     |  |              | 96.9    |   |                  |   | 110.5   |  
|                                                                                                                   |  |              |         |   |                  |   |         |  
|Total current liabilities                                                                                          |  |              | 248.4   |   |                  |   | 444.8   |  
|Long-term debt, less current portion                                                                               |  |              | 532.5   |   |                  |   | 385.9   |  
|Deferred income taxes                                                                                              |  |              | 45.2    |   |                  |   | 34.6    |  
|Other liabilities                                                                                                  |  |              | 42.3    |   |                  |   | 45.6    |  
|                                                                                                                   |  |              |         |   |                  |   |         |  
|Total liabilities                                                                                                  |  |              | 868.4   |   |                  |   | 910.9   |  
|Commitments and contingencies                                                                                      |  |              |         |   |                  |   |         |  
|Temporary equity - deferred stock units                                                                            |  |              | 3.2     |   |                  |   | 3.2     |  
|Stockholders equity:                                                                                              |  |              |         |   |                  |   |         |  
|Common stock                                                                                                       |  |              | 1.3     |   |                  |   | 1.3     |  
|Additional paid-in capital                                                                                         |  |              | 1,384.8 |   |                  |   | 1,371.7 |  
|Accumulated deficit                                                                                                |  |              | (92.6   | ) |                  |   | (116.6  | )
|Accumulated other comprehensive loss                                                                               |  |              | (19.6   | ) |                  |   | (10.0   | )
|Less treasury stock (at cost)                                                                                      |  |              | (24.9   | ) |                  |   | (27.9   | )
|                                                                                                                   |  |              |         |   |                  |   |         |  
|Total stockholders equity                                                                                         |  |              | 1,249.0 |   |                  |   | 1,218.5 |  
|                                                                                                                   |  |              |         |   |                  |   |         |  
|Total liabilities, temporary equity and stockholders equity                                                       |  | $            | 2,120.6 |   |                  | $ | 2,132.6 |  
|                                                                                                                   |  |              |         |   |                  |   |         |  

See accompanying notes to unaudited consolidated financial statements.



3



---

##### 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 |  
|                                                |  | June 29,2008       |       |   | July 1,2007      |   |       | June 29,2008 |  |   | July 1,2007 |  
|Total revenue                                   |  | $                  | 418.7 |   |                  | $ | 408.9 |              |  | $ | 825.0       |   |  | $ | 811.5 |  
|Cost of sales                                   |  |                    | 299.1 |   |                  |   | 294.3 |              |  |   | 582.9       |   |  |   | 585.4 |  
|                                                |  |                    |       |   |                  |   |       |              |  |   |             |   |  |   |       |  
|Gross margin                                    |  |                    | 119.6 |   |                  |   | 114.6 |              |  |   | 242.1       |   |  |   | 226.1 |  
|                                                |  |                    |       |   |                  |   |       |              |  |   |             |   |  |   |       |  
|Gross margin %                                  |  |                    | 28.6  | % |                  |   | 28.0  | %            |  |   | 29.3        | % |  |   | 27.9  | %
|Operating expenses:                             |  |                    |       |   |                  |   |       |              |  |   |             |   |  |   |       |  
|                                                |  |                    |       |  
|Research and development                        |  |                    | 30.3  |   |                  |   | 28.6  |              |  |   | 60.1        |   |  |   | 55.5  |  
|Selling, general and administrative             |  |                    | 58.6  |   |                  |   | 60.5  |              |  |   | 118.7       |   |  |   | 117.7 |  
|Amortization of acquisition-related intangibles |  |                    | 5.5   |   |                  |   | 5.6   |              |  |   | 11.1        |   |  |   | 12.4  |  
|Restructuring and impairments                   |  |                    | 11.3  |   |                  |   | 5.5   |              |  |   | 11.5        |   |  |   | 6.1   |  
|Charge for potential litigation outcomes, net   |  |                    |      |   |                  |   | 1.7   |              |  |   |            |   |  |   | 1.7   |  
|Purchased in-process research and development   |  |                    |      |   |                  |   |      |              |  |   |            |   |  |   | 3.7   |  
|                                                |  |                    |       |   |                  |   |       |              |  |   |             |   |  |   |       |  
|Total operating expenses                        |  |                    | 105.7 |   |                  |   | 101.9 |              |  |   | 201.4       |   |  |   | 197.1 |  
|                                                |  |                    |       |   |                  |   |       |              |  |   |             |   |  |   |       |  
|Operating income                                |  |                    | 13.9  |   |                  |   | 12.7  |              |  |   | 40.7        |   |  |   | 29.0  |  
|                                                |  |                    |       |  
|Other expense, net                              |  |                    | 6.3   |   |                  |   | 5.5   |              |  |   | 11.5        |   |  |   | 10.2  |  
|                                                |  |                    |       |   |                  |   |       |              |  |   |             |   |  |   |       |  
|Income before income taxes                      |  |                    | 7.6   |   |                  |   | 7.2   |              |  |   | 29.2        |   |  |   | 18.8  |  
|                                                |  |                    |       |  
|Provision for income taxes                      |  |                    | 0.7   |   |                  |   | 3.8   |              |  |   | 5.2         |   |  |   | 9.1   |  
|                                                |  |                    |       |   |                  |   |       |              |  |   |             |   |  |   |       |  
|Net income                                      |  | $                  | 6.9   |   |                  | $ | 3.4   |              |  | $ | 24.0        |   |  | $ | 9.7   |  
|                                                |  |                    |       |   |                  |   |       |              |  |   |             |   |  |   |       |  
|Net income per common share:                    |  |                    |       |   |                  |   |       |              |  |   |             |   |  |   |       |  
|Basic                                           |  | $                  | 0.06  |   |                  | $ | 0.03  |              |  | $ | 0.19        |   |  | $ | 0.08  |  
|                                                |  |                    |       |   |                  |   |       |              |  |   |             |   |  |   |       |  
|Diluted                                         |  | $                  | 0.05  |   |                  | $ | 0.03  |              |  | $ | 0.19        |   |  | $ | 0.08  |  
|                                                |  |                    |       |   |                  |   |       |              |  |   |             |   |  |   |       |  
|Weighted average common shares:                 |  |                    |       |   |                  |   |       |              |  |   |             |   |  |   |       |  
|Basic                                           |  |                    | 124.9 |   |                  |   | 123.9 |              |  |   | 124.7       |   |  |   | 123.6 |  
|                                                |  |                    |       |   |                  |   |       |              |  |   |             |   |  |   |       |  
|Diluted                                         |  |                    | 125.8 |   |                  |   | 126.3 |              |  |   | 125.4       |   |  |   | 126.2 |  
|                                                |  |                    |       |   |                  |   |       |              |  |   |             |   |  |   |       |  

See accompanying notes to unaudited consolidated financial statements.



4



---

##### Table of Contents

FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)



|                                                                                            |  |                    |      |                  |             |   |              |  |   |             |   |  |   |     
|------------------------------------------------------------------------------------------- |  | ------------------ | ---- | ---------------- | ----------- | - | ------------ |  | - | ----------- | - |  | - | ----
|                                                                                            |  | Three Months Ended |      | Six Months Ended
|                                                                                            |  | June 29,2008       |      |                  | July 1,2007 |   | June 29,2008 |  |   | July 1,2007
|Net income                                                                                  |  | $                  | 6.9  |                  |             | $ | 3.4          |  | $ | 24.0        |   |  | $ | 9.7 
|Other comprehensive income (loss), net of tax:                                              |  |                    |      |                  |             |   |              |  |   |             |   |  |   |     
|Net change associated with hedging transactions                                             |  |                    | 2.0  |                  |             |   | 1.3          |  |   | (5.5        | ) |  |   | 1.0 
|Net amount reclassified to earnings for hedging                                             |  |                    | 1.2  |                  |             |   | 0.3          |  |   | 2.1         |   |  |   | 0.3 
|Net change associated with unrealized holding loss on marketable securities and investments |  |                    | (2.5 | )                |             |   |             |  |   | (6.1        | ) |  |   |    
|Net change associated with pension transactions                                             |  |                    |     |                  |             |   |             |  |   | (0.1        | ) |  |   |    
|                                                                                            |  |                    |      |                  |             |   |              |  |   |             |   |  |   |     
|Comprehensive income                                                                        |  | $                  | 7.6  |                  |             | $ | 5.0          |  | $ | 14.4        |   |  | $ | 11.0
|                                                                                            |  |                    |      |                  |             |   |              |  |   |             |   |  |   |     

See accompanying notes to unaudited consolidated financial statements.



5



---

##### Table of Contents

FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)



|                                                                               |              |                  |        |             |  |   |        |  
|------------------------------------------------------------------------------ | ------------ | ---------------- | ------ | ----------- |  | - | ------ | -
|                                                                               |              | Six Months Ended |       
|                                                                               | June 29,2008 |                  |        | July 1,2007 | 
|Cash flows from operating activities:                                          |              |                  |        |             |  |   |        |  
|Net income                                                                     |              | $                | 24.0   |             |  | $ | 9.7    |  
|Adjustments to reconcile net income to cash provided by operating activities:  |              |                  |        |             |  |   |        |  
|Depreciation and amortization                                                  |              |                  | 66.1   |             |  |   | 63.3   |  
|Non-cash stock-based compensation expense                                      |              |                  | 12.8   |             |  |   | 12.9   |  
|Non-cash restructuring and impairment expense                                  |              |                  | 8.0    |             |  |   | 2.4    |  
|Loss on disposal of property, plant, and equipment                             |              |                  | 0.2    |             |  |   | 0.2    |  
|Non-cash financing expense                                                     |              |                  | 0.9    |             |  |   | 0.9    |  
|Non-cash write-off of deferred financing fees                                  |              |                  | 0.4    |             |  |   |       |  
|Deferred income taxes, net                                                     |              |                  | 0.7    |             |  |   | (2.1   | )
|Purchased in-process research and development                                  |              |                  |       |             |  |   | 3.7    |  
|Changes in operating assets and liabilities, net of acquisitions:              |              |                  |        |             |  |   |        |  
|Accounts receivable, net                                                       |              |                  | (7.3   | )           |  |   | (5.6   | )
|Inventories                                                                    |              |                  | 3.0    |             |  |   | 6.7    |  
|Other current assets                                                           |              |                  | 15.3   |             |  |   | 1.0    |  
|Current liabilities                                                            |              |                  | (1.5   | )           |  |   | (30.7  | )
|Other assets and liabilities, net                                              |              |                  | (0.8   | )           |  |   | 11.1   |  
|                                                                               |              |                  |        |             |  |   |        |  
|Cash provided by operating activities                                          |              |                  | 121.8  |             |  |   | 73.5   |  
|                                                                               |              |                  |        |             |  |   |        |  
|Cash flows from investing activities:                                          |              |                  |        |             |  |   |        |  
|Purchase of marketable securities                                              |              |                  | (3.5   | )           |  |   | (137.5 | )
|Sale of marketable securities                                                  |              |                  | 5.0    |             |  |   | 124.8  |  
|Maturity of marketable securities                                              |              |                  | 0.1    |             |  |   | 0.1    |  
|Capital expenditures                                                           |              |                  | (88.6  | )           |  |   | (50.7  | )
|Proceeds from sale of property, plant and equipment                            |              |                  | 0.4    |             |  |   |       |  
|Purchase of molds and tooling                                                  |              |                  | (1.4   | )           |  |   | (1.0   | )
|Acquisitions and divestitures, net of cash acquired                            |              |                  |       |             |  |   | (171.2 | )
|                                                                               |              |                  |        |             |  |   |        |  
|Cash used in investing activities                                              |              |                  | (88.0  | )           |  |   | (235.5 | )
|                                                                               |              |                  |        |             |  |   |        |  
|Cash flows from financing activities:                                          |              |                  |        |             |  |   |        |  
|Repayment of long-term debt                                                    |              |                  | (201.9 | )           |  |   | (1.9   | )
|Issuance of long-term debt                                                     |              |                  | 150.0  |             |  |   |       |  
|Proceeds from issuance of common stock and from exercise of stock options, net |              |                  | 5.2    |             |  |   | 23.2   |  
|Purchase of treasury stock                                                     |              |                  | (2.0   | )           |  |   | (11.7  | )
|Debt issuance costs                                                            |              |                  | (3.3   | )           |  |   |       |  
|                                                                               |              |                  |        |             |  |   |        |  
|Cash provided by (used in) financing activities                                |              |                  | (52.0  | )           |  |   | 9.6    |  
|                                                                               |              |                  |        |             |  |   |        |  
|Net change in cash and cash equivalents                                        |              |                  | (18.2  | )           |  |   | (152.4 | )
|Cash and cash equivalents at beginning of period                               |              |                  | 409.0  |             |  |   | 525.2  |  
|                                                                               |              |                  |        |             |  |   |        |  
|Cash and cash equivalents at end of period                                     |              | $                | 390.8  |             |  | $ | 372.8  |  
|                                                                               |              |                  |        |             |  |   |        |  

See accompanying notes to unaudited consolidated financial statements.



6



---

##### Table of Contents

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 30, 2007. 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. During the first six months of 2008, the company recorded approximately $3.6 million of adjustments to
previously recorded estimates which increased gross margin by approximately $0.8 million, reduced selling, general and administrative expense by approximately $1.1 million and reduced the provision for income taxes by approximately $1.7 million. The
cumulative effect of these adjustments is deemed immaterial. 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 30, 2007. Certain
amounts for prior periods have been reclassified to conform to the current presentation. The companys results for the six months ended June 29, 2008 and July 1, 2007 consist of 26 weeks. 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



|                                    |  |               |         |                  |   |        
|----------------------------------- |  | ------------- | ------- | ---------------- | - | -------
|                                    |  | June 29,2008  |         | December 30,2007
|                                    |  | (In millions)
|Inventories, net                    |  |               |         |                  |   |        
|Raw materials                       |  | $             | 30.1    |                  | $ | 34.6   
|Work in process                     |  |               | 130.0   |                  |   | 131.5  
|Finished goods                      |  |               | 80.6    |                  |   | 77.4   
|                                    |  |               |         |                  |   |        
|                                    |  | $             | 240.7   |                  | $ | 243.5  
|                                    |  |               |         |                  |   |        
|                                    |  |              
|                                    |  | June 29,2008  |         | December 30,2007
|                                    |  | (In millions)
|Property, plant and equipment       |  |               |         |                  |   |        
|Land and improvements               |  | $             | 24.1    |                  | $ | 24.7   
|Buildings and improvements          |  |               | 323.6   |                  |   | 319.0  
|Machinery and equipment             |  |               | 1,488.1 |                  |   | 1,465.8
|Construction in progress            |  |               | 97.8    |                  |   | 68.3   
|                                    |  |               |         |                  |   |        
|Total property, plant and equipment |  |               | 1,933.6 |                  |   | 1,877.8
|Less accumulated depreciation       |  |               | 1,231.7 |                  |   | 1,201.8
|                                    |  |               |         |                  |   |        
|                                    |  | $             | 701.9   |                  | $ | 676.0  
|                                    |  |               |         |                  |   |        



7



---

##### Table of Contents

|                                               |  |               |      |                  |   |      
|---------------------------------------------- |  | ------------- | ---- | ---------------- | - | -----
|                                               |  | June 29,2008  |      | December 30,2007
|                                               |  | (In millions)
|Accrued expenses and other current liabilities |  |               |      |                  |   |      
|Payroll and employee related accruals          |  | $             | 51.3 |                  | $ | 47.6 
|Accrued interest                               |  |               | 5.9  |                  |   | 8.4  
|Income taxes payable                           |  |               | 4.5  |                  |   | 11.2 
|Restructuring                                  |  |               | 2.5  |                  |   | 3.2  
|Reserve for potential litigation outcomes      |  |               | 1.0  |                  |   | 1.0  
|Other                                          |  |               | 31.7 |                  |   | 39.1 
|                                               |  |               |      |                  |   |      
|                                               |  | $             | 96.9 |                  | $ | 110.5
|                                               |  |               |      |                  |   |      

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), and restricted stock units (RSUs). 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
|                                                                              |  | June 29,2008                         |       | July 1,2007      |   | June 29,2008 |  | July 1,2007
|                                                                              |  | (In millions, except per share data)
|Basic:                                                                        |  |                                      |       |                  |   |              |  |             |       |  |   |      
|Net income                                                                    |  | $                                    | 6.9   |                  | $ | 3.4          |  | $           | 24.0  |  | $ | 9.7  
|                                                                              |  |                                      |       |                  |   |              |  |             |       |  |   |      
|Weighted average shares outstanding                                           |  |                                      | 124.9 |                  |   | 123.9        |  |             | 124.7 |  |   | 123.6
|                                                                              |  |                                      |       |                  |   |              |  |             |       |  |   |      
|Net income per share                                                          |  | $                                    | 0.06  |                  | $ | 0.03         |  | $           | 0.19  |  | $ | 0.08 
|                                                                              |  |                                      |       |                  |   |              |  |             |       |  |   |      
|Diluted:                                                                      |  |                                      |       |                  |   |              |  |             |       |  |   |      
|Net income                                                                    |  | $                                    | 6.9   |                  | $ | 3.4          |  | $           | 24.0  |  | $ | 9.7  
|                                                                              |  |                                      |       |                  |   |              |  |             |       |  |   |      
|Basic weighted average shares outstanding                                     |  |                                      | 124.9 |                  |   | 123.9        |  |             | 124.7 |  |   | 123.6
|Assumed exercise of common stock equivalents                                  |  |                                      | 0.9   |                  |   | 2.4          |  |             | 0.7   |  |   | 2.6  
|                                                                              |  |                                      |       |                  |   |              |  |             |       |  |   |      
|Diluted weighted average common and common equivalent shares                  |  |                                      | 125.8 |                  |   | 126.3        |  |             | 125.4 |  |   | 126.2
|                                                                              |  |                                      |       |                  |   |              |  |             |       |  |   |      
|Net income per share                                                          |  | $                                    | 0.05  |                  | $ | 0.03         |  | $           | 0.19  |  | $ | 0.08 
|                                                                              |  |                                      |       |                  |   |              |  |             |       |  |   |      
|Anti-dilutive common stock equivalents, non-vested stock, DSUs, RSUs, and PUs |  |                                      | 19.1  |                  |   | 13.2         |  |             | 19.3  |  |   | 13.5 
|                                                                              |  |                                      |       |                  |   |              |  |             |       |  |   |      

In addition, the computation of diluted earnings per share did not include the assumed conversion of the 5%
Convertible Senior Subordinated Notes (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 June 29, 2008
and July 1, 2007, respectively. Potential common shares of 6.7 million were not included in the denominator for all periods presented. The Notes were redeemed in the second quarter of 2008. (See Note 11 for further discussion of the
redemption of the Notes.)



8



---

##### Table of Contents

Note 4  Supplemental Cash Flow Information



|               |               |                  |             |  |   |     
|-------------- | ------------- | ---------------- | ----------- |  | - | ----
|               |               | Six Months Ended
|               | June 29,2008  |                  | July 1,2007
|               | (In millions)
|Cash paid for: |               |                  |             |  |   |     
|Income taxes   |               | $                | 11.8        |  | $ | 10.3
|               |               |                  |             |  |   |     
|Interest       |               | $                | 19.1        |  | $ | 18.6
|               |               |                  |             |  |   |     

Note 5  Financial Instruments

Fair Value of Financial Instruments.On January 1, 2008, the company partially adopted Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) 157,Fair Value
Measurements. In accordance with FASB Staff Position (FSP) 157-2, Effective Date of FASB Statement 157, the company has deferred the adoption of SFAS 157 for nonfinancial assets and liabilities including intangible assets, reporting units
measured at fair value in the first step of a goodwill impairment test, and asset retirement obligations. The company will fully adopt SFAS 157 on the first day of fiscal year 2009. In accordance with SFAS 157, the company groups its financial
assets and liabilities measured at fair value on a recurring basis in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:



| |  |  | Level 1  Valuation is based upon quoted market price for identical instruments traded in active markets.
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | Level 2  Valuation is based on quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets
that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3  Valuation is generated from model-based techniques that use significant assumptions not observable in the market. Valuation techniques include use of
discounted cash flow models and similar techniques.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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. All of
the companys derivatives are traded in over-the-counter markets where quoted market prices are not readily available. For those derivatives, the company measures fair value using prices obtained from the counterparties with whom the company
has traded. The counterparties price the derivatives based on models that use primarily market observable inputs, such as yield curves and option volatilities. Accordingly, the company classifies these derivatives as Level 2.

The following table presents the balances of liabilities measured at fair value on a recurring basis as of June 29, 2008.



|                             |  |               |                                                                |                         |                                           |   |                                        |   |     |  |   |  
|---------------------------- |  | ------------- | -------------------------------------------------------------- | ----------------------- | ----------------------------------------- | - | -------------------------------------- | - | --- |  | - | -
|                             |  | Total         |                                                                | Fair Value Measurements
|                             |  |               | Quoted Pricesin ActiveMarkets forIdenticalLiabilities(Level 1) |                         | SignificantOtherObservableInputs(Level 2) |   | SignificantUnobservableInputs(Level
3)
|                             |  | (In millions)
|Foreign Currency Derivatives |  | $             | 3.5                                                            |                         | $                                         |  |                                        | $ | 3.5 |  | $ | 
|Interest Rate Swap           |  |               | 4.7                                                            |                         |                                           |  |                                        |   | 4.7 |  |   | 
|                             |  |               |                                                                |                         |                                           |   |                                        |   |     |  |   |  
|                             |  | $             | 8.2                                                            |                         | $                                         |  |                                        | $ | 8.2 |  | $ | 
|                             |  |               |                                                                |                         |                                           |   |                                        |   |     |  |   |  

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. 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.



9



---

##### Table of Contents

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 three and six months ended June 29, 2008 and July 1, 2007. No cash flow hedges were derecognized or discontinued during the six months ended June 29, 2008 and July 1, 2007.

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 $3.5 million of net unrealized derivative losses 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 June 29, 2008.

Derivative gains and losses included in OCI are reclassified into earnings at the time the forecasted
transaction is recognized. There is currently $4.7 million of unrealized losses 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 6  Marketable Securities

The company invests excess cash in marketable securities consisting primarily of commercial paper, corporate notes and bonds, U.S. government securities and auction rate securities. While the company still holds
auction rate securities, we no longer actively invest in them.

All of the companys marketable securities are classified as available-for-sale. In
accordance with SFAS 115, Accounting for Certain Investments in Debt and Equity Securities, available-for-sale securities are recorded 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.

The following table presents the amortized cost and estimated fair
market value of available-for-sale securities by contractual maturity as of June 29, 2008.



|                                        |  |               |      |             |   |     
|--------------------------------------- |  | ------------- | ---- | ----------- | - | ----
|                                        |  | AmortizedCost |      | MarketValue
|                                        |  | (In millions)
|Due in one year or less                 |  | $             | 0.9  |             | $ | 0.9 
|Due after one year through three years  |  |               | 0.3  |             |   | 0.2 
|Due after three years through ten years |  |               | 1.1  |             |   | 1.2 
|Due after ten years                     |  |               | 51.7 |             |   | 43.2
|                                        |  |               |      |             |   |     
|                                        |  | $             | 54.0 |             | $ | 45.5
|                                        |  |               |      |             |   |     

The fair value of marketable securities are based on quoted market prices at the date of measurement, except for
auction rate securities. The fair values of auction rate securities are based on market prices provided by the companys brokers. The brokers have indicated to the company that they calculate the fair value of the securities on an individual
basis by applying valuation methodology based on a present value of future cash flows model.



10



---

##### Table of Contents

Under SFAS 157, the company groups marketable securities measured at fair value on a recurring basis in three levels,
based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value. (See Note 5 for further discussion of the fair value hierarchy under SFAS 157.)

Level 1 marketable securities include those traded on an active exchange as well as U.S. Treasury, and other U.S. government and agency-backed securities that are traded
by dealers or brokers in active over the counter markets. The company has no marketable securities classified as Level 2. The marketable securities classified as Level 3 are auction rate securities.

The following table presents the balances of marketable securities measured at fair value on a recurring basis as of June 29, 2008.



|                        |  |               |                                                           |                         |                                           |     |                                        |   |   |  |   |     
|----------------------- |  | ------------- | --------------------------------------------------------- | ----------------------- | ----------------------------------------- | --- | -------------------------------------- | - | - |  | - | ----
|                        |  | Total         |                                                           | Fair Value Measurements
|                        |  |               | Quoted Pricesin ActiveMarkets forIdenticalAssets(Level 1) |                         | SignificantOtherObservableInputs(Level 2) |     | SignificantUnobservableInputs(Level
3)
|                        |  | (In millions)
|Marketable securities   |  | $             | 2.7                                                       |                         | $                                         | 2.7 |                                        | $ |  |  | $ |    
|Auction rate securities |  |               | 42.8                                                      |                         |                                           |    |                                        |   |  |  |   | 42.8
|                        |  |               |                                                           |                         |                                           |     |                                        |   |   |  |   |     
|                        |  | $             | 45.5                                                      |                         | $                                         | 2.7 |                                        | $ |  |  | $ | 42.8
|                        |  |               |                                                           |                         |                                           |     |                                        |   |   |  |   |     

The following table summarizes the changes in level 3 marketable securities measured at fair value on a recurring
basis for the six months ended June 29, 2008.



|                                              |  |                        |      |  
|--------------------------------------------- |  | ---------------------- | ---- | -
|                                              |  | Auction RateSecurities |     
|                                              |  | (In millions)          |     
|Balance at beginning of period                |  | $                      | 48.8 |  
|Total realized & unrealized gains or (losses) |  |                        |      |  
|Included in earnings                          |  |                        |     |  
|Included in other comprehensive income        |  |                        | (6.0 | )
|Purchases, issuances and settlements          |  |                        |     |  
|                                              |  |                        |      |  
|Balance at end of period                      |  | $                      | 42.8 |  
|                                              |  |                        |      |  

In 2007, the company experienced unrealized losses on its investments in auction rate securities primarily caused
by reset failures related to disruptions in the credit market, as there were more sellers than buyers of our auction rate securities. During the first six months of 2008, the company incurred additional unrealized losses on these investments. The
company views other-than-temporary impairments as being tied to two types of risk, liquidity risk and credit risk. Liquidity risk arises from situations in which a party interested in trading an asset is unable to find a buyer for that asset. The
current market conditions cause the company to place more emphasis on liquidity risk in assessing the temporary nature of unrealized loss positions in its auction rate securities. The company currently has the ability and intent to hold these
investments until there is a full recovery of the fair value, which may be maturity. The company currently believes the liquidity issues in the credit market will stabilize and the company will be able to realize the full value of its investments.
The company must also consider credit risk associated with its investments in auction rate securities to determine if there is any other-than-temporary impairment. Currently all of the auction rate securities held by the company are rated investment
grade by Moodys and Standard and Poors. The company believes that as long as the issuers of the securities continue to perform without loss any impact on the fair market value of the investments are only temporary. As a result, the
company does not consider these investments to be other-than-temporarily impaired at June 29, 2008.



11



---

##### Table of Contents

Note 7  Segment Information

Effective December 31, 2007 (first day of fiscal year 2008), the company realigned its operating segments and management structure and, accordingly, its segment reporting. The realignment corresponds with the way
the company manages the business and was designed to improve end-market intimacy and segment focus in order to accelerate growth within key end markets. The company is currently organized into three reportable segments: Mobile, Computing, Consumer
and Communications (MCCC), Power Conversion, Industrial and Automotive (PCIA) and Standard Products. MCCC includes low voltage, high power solutions, mobile power solutions, signal conditioning, switches and interface products. PCIA includes high
voltage, automotive and power conversion products. The Standard Products group, which did not change, includes optoelectronics, standard linear, logic, standard diode and transistors and foundry products.

The following table presents selected operating segment financial information for the three and six months ended June 29, 2008 and July 1, 2007. Historical
amounts in the table have been reclassified to align with these new operating segments.



|                                     |               |                    |       |             |                  |   |              |   |  |             |       |   |  |   |       |  
|------------------------------------ | ------------- | ------------------ | ----- | ----------- | ---------------- | - | ------------ | - |  | ----------- | ----- | - |  | - | ----- | -
|                                     |               | Three Months Ended |       |             | Six Months Ended |  
|                                     | June 29,2008  |                    |       | July 1,2007 |                  |   | June 29,2008 |   |  | July 1,2007 |      
|                                     | (In millions) |                   
|Revenue and operating income (loss): |               |                    |       |             |                  |   |              |   |  |             |       |   |  |   |       |  
|MCCC                                 |               |                    |       |             |                  |   |              |   |  |             |       |   |  |   |       |  
|Total revenue                        |               | $                  | 159.1 |             |                  | $ | 148.8        |   |  | $           | 322.5 |   |  | $ | 289.9 |  
|Operating income                     |               |                    | 16.1  |             |                  |   | 9.7          |   |  |             | 34.3  |   |  |   | 20.4  |  
|                                     |               |                    |       |             |                  |   |              |   |  |             |       |   |  |   |       |  
|PCIA                                 |               |                    |       |             |                  |   |              |   |  |             |       |   |  |   |       |  
|Total revenue                        |               |                    | 161.9 |             |                  |   | 161.0        |   |  |             | 311.7 |   |  |   | 326.8 |  
|Operating income                     |               |                    | 7.0   |             |                  |   | 8.2          |   |  |             | 15.3  |   |  |   | 14.0  |  
|                                     |               |                    |       |             |                  |   |              |   |  |             |       |   |  |   |       |  
|SPG                                  |               |                    |       |             |                  |   |              |   |  |             |       |   |  |   |       |  
|Total revenue                        |               |                    | 97.7  |             |                  |   | 99.1         |   |  |             | 190.8 |   |  |   | 194.8 |  
|Operating income                     |               |                    | 8.0   |             |                  |   | 9.1          |   |  |             | 15.4  |   |  |   | 15.6  |  
|                                     |               |                    |       |             |                  |   |              |   |  |             |       |   |  |   |       |  
|Other                                |               |                    |       |             |                  |   |              |   |  |             |       |   |  |   |       |  
|Operating loss (1)                   |               |                    | (17.2 | )           |                  |   | (14.3        | ) |  |             | (24.3 | ) |  |   | (21.0 | )
|                                     |               |                    |       |             |                  |   |              |   |  |             |       |   |  |   |       |  
|Total consolidated                   |               |                    |       |             |                  |   |              |   |  |             |       |   |  |   |       |  
|Total revenue                        |               | $                  | 418.7 |             |                  | $ | 408.9        |   |  | $           | 825.0 |   |  | $ | 811.5 |  
|Operating income                     |               | $                  | 13.9  |             |                  | $ | 12.7         |   |  | $           | 40.7  |   |  | $ | 29.0  |  



|(1) | The three and six months ended June 29, 2008 includes $5.9 million and $12.8 million of stock-based compensation expense, respectively, and $11.3 million and $11.5 million of
restructuring and impairments expense, respectively. 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 legal settlement reserves and $0.3 million of other expense.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



12



---

##### Table of Contents

Note 8  Goodwill and Intangible Assets

The following table presents a summary of acquired intangible assets.



|                                |  |                       |                      |                     |                         |               |                         |                      |   |                         |   |       |  |   |        |  
|------------------------------- |  | --------------------- | -------------------- | ------------------- | ----------------------- | ------------- | ----------------------- | -------------------- | - | ----------------------- | - | ----- |  | - | ------ | -
|                                |  | Period ofAmortization |                      | As of June 29, 2008 |                         |               | As of December 30, 2007 |                     
|                                |  |                       | Gross CarryingAmount |                     | AccumulatedAmortization |               |                         | Gross CarryingAmount |   | AccumulatedAmortization |  
|                                |  |                       |                      |                     |                         | (In millions) |                         |                      |  
|Identifiable intangible assets: |  |                       |                      |                     |                         |               |                         |                      |   |                         |   |       |  |   |        |  
|Developed technology            |  | 2 -15 years           |                      | $                   | 237.6                   |               | $                       | (152.4               | ) |                         | $ | 237.6 |  | $ | (143.2 | )
|Customer base                   |  | 8 -10 years           |                      |                     | 81.6                    |               |                         | (59.4                | ) |                         |   | 81.6  |  |   | (58.1  | )
|Core technology                 |  | 10 years              |                      |                     | 3.9                     |               |                         | (0.5                 | ) |                         |   | 3.9   |  |   | (0.3   | )
|Covenant not to compete         |  | 5 years               |                      |                     | 30.4                    |               |                         | (30.4                | ) |                         |   | 30.4  |  |   | (30.4  | )
|Assembled workforce             |  | 5 years               |                      |                     | 1.0                     |               |                         | (0.4                 | ) |                         |   | 1.0   |  |   | (0.3   | )
|Process technology              |  | 5 years               |                      |                     | 1.6                     |               |                         | (0.5                 | ) |                         |   | 1.6   |  |   | (0.3   | )
|Patents                         |  | 4 years               |                      |                     | 5.4                     |               |                         | (5.3                 | ) |                         |   | 5.4   |  |   | (5.3   | )
|Trademarks and tradenames       |  | 1 year                |                      |                     | 25.2                    |               |                         | (25.2                | ) |                         |   | 25.2  |  |   | (25.1  | )
|                                |  |                       |                      |                     |                         |               |                         |                      |   |                         |   |       |  |   |        |  
|Subtotal                        |  |                       |                      |                     | 386.7                   |               |                         | (274.1               | ) |                         |   | 386.7 |  |   | (263.0 | )
|Goodwill                        |  |                       |                      |                     | 365.0                   |               |                         |                     |   |                         |   | 353.2 |  |   |       |  
|                                |  |                       |                      |                     |                         |               |                         |                      |   |                         |   |       |  |   |        |  
|Total                           |  |                       |                      | $                   | 751.7                   |               | $                       | (274.1               | ) |                         | $ | 739.9 |  | $ | (263.0 | )
|                                |  |                       |                      |                     |                         |               |                         |                      |   |                         |   |       |  |   |        |  

Due to the realignment of our segment reporting our new identified reporting units that carry goodwill include
MCCC, PCIA, and Standard Products. The following table presents the carrying amount of goodwill by reporting unit.



|                                |  |                                             |       |                                          |   |                  |  |       |      |  |   |      
|------------------------------- |  | ------------------------------------------- | ----- | ---------------------------------------- | - | ---------------- |  | ----- | ---- |  | - | -----
|                                |  | Mobile, Computing,Consumer & Communications |       | Power Conversion,Industrial & Automotive |   | StandardProducts |  | Total
|                                |  | (In millions)                              
|Balance as of June 29, 2008     |  | $                                           | 161.7 |                                          | $ | 148.8            |  | $     | 54.5 |  | $ | 365.0
|Balance as of December 30, 2007 |  | $                                           | 161.7 |                                          | $ | 137.0            |  | $     | 54.5 |  | $ | 353.2

During the six months ended June 29, 2008, goodwill increased $11.8 million, related to purchase accounting
entries for the acquisition of System General Corporation (System General), the total of which was assigned to the PCIA group. The purchase price allocation for the acquisition of System General is complete.

The following table presents the estimated amortization expense for intangible assets for the remainder of 2008 and for each of the five succeeding fiscal years.



|                                |  |               |     
|------------------------------- |  | ------------- | ----
|Estimated Amortization Expense: |  | (In millions)
|Remainder of 2008               |  | $             | 11.2
|2009                            |  |               | 22.4
|2010                            |  |               | 22.3
|2011                            |  |               | 18.0
|2012                            |  |               | 15.8
|2013                            |  |               | 13.4

Note 9  Restructuring and Impairments

During the three and six months ended June 29, 2008, the company recorded restructuring and impairment charges, net of releases, of $11.3 million and $11.5 million, respectively. In the second quarter of 2008,
the charges include $1.0 million of employee separation costs and $0.1 million in reserve releases both associated with the 2007 Infrastructure Realignment Program. Charges also include $2.3 million of employee separation costs, $8.0 million in
asset impairment costs and $0.1 million in office closure costs all associated with the 2008 Infrastructure Realignment Program. In addition, the first quarter of 2008 includes $0.3 million of employee separation costs and $0.1 million in reserve
releases both associated with the 2007 Infrastructure Realignment Program.

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



13



---

##### Table of Contents

contract cancellation costs, all related to the 2007 Infrastructure Realignment Program. Charges also include $0.3 million in employee separation costs
associated with the 2006 Infrastructure Realignment Program. In addition, the first quarter of 2007 includes $0.6 million of employee separation costs associated with the 2006 Infrastructure Realignment Program.

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
June 29, 2008 (in millions).



|                                         |  |                             |     |            |   |          |  |   |                |   |  |               |      |                            |  |   |   |  |   |    
|---------------------------------------- |  | --------------------------- | --- | ---------- | - | -------- |  | - | -------------- | - |  | ------------- | ---- | -------------------------- |  | - | - |  | - | ---
|                                         |  | AccrualBalance at12/30/2007 |     | NewCharges |   | CashPaid |  |   | ReserveRelease |   |  | Non-CashItems |      | AccrualBalance at3/30/2008
|2007 Infrastructure Realignment Program: |  |                             |     |            |   |          |  |   |                |   |  |               |      |                            |  |   |   |  |   |    
|Employee Separation Costs                |  | $                           | 3.2 |            | $ | 0.3      |  | $ | (1.5           | ) |  | $             | (0.1 | )                          |  | $ |  |  | $ | 1.9
|                                         |  |                             |     |            |   |          |  |   |                |   |  |               |      |                            |  |   |   |  |   |    
|                                         |  | $                           | 3.2 |            | $ | 0.3      |  | $ | (1.5           | ) |  | $             | (0.1 | )                          |  | $ |  |  | $ | 1.9
|                                         |  |                             |     |            |   |          |  |   |                |   |  |               |      |                            |  |   |   |  |   |    



|                                         |  |                            |     |            |   |          |  |   |                |   |  |               |      |   |                            |   |      |   |  |   |    
|---------------------------------------- |  | -------------------------- | --- | ---------- | - | -------- |  | - | -------------- | - |  | ------------- | ---- | - | -------------------------- | - | ---- | - |  | - | ---
|                                         |  | AccrualBalance at3/30/2008 |     | NewCharges |   | CashPaid |  |   | ReserveRelease |   |  | Non-CashItems |      |   | AccrualBalance at6/29/2008
|2007 Infrastructure Realignment Program: |  |                            |     |            |   |          |  |   |                |   |  |               |      |   |                            |   |      |   |  |   |    
|Employee Separation Costs                |  | $                          | 1.9 |            | $ | 1.0      |  | $ | (1.3           | ) |  | $             | (0.1 | ) |                            | $ |     |   |  | $ | 1.5
|                                         |  |                            |     |            |   |         
|2008 Infrastructure Realignment Program: |  |                            |     |            |   |          |  |   |                |   |  |               |      |   |                            |   |      |   |  |   |    
|Employee Separation Costs                |  |                            |    |            |   | 2.3      |  |   | (1.3           | ) |  |               |     |   |                            |   |     |   |  |   | 1.0
|Asset Impairment Costs                   |  |                            |    |            |   | 8.0      |  |   |               |   |  |               |     |   |                            |   | (8.0 | ) |  |   |   
|Office Closure Costs                     |  |                            |    |            |   | 0.1      |  |   | (0.1           | ) |  |               |     |   |                            |   |     |   |  |   |   
|                                         |  |                            |     |            |   |          |  |   |                |   |  |               |      |   |                            |   |      |   |  |   |    
|                                         |  | $                          | 1.9 |            | $ | 11.4     |  | $ | (2.7           | ) |  | $             | (0.1 | ) |                            | $ | (8.0 | ) |  | $ | 2.5
|                                         |  |                            |     |            |   |          |  |   |                |   |  |               |      |   |                            |   |      |   |  |   |    

The company expects to complete payment of approximately $2.0 million of the above restructuring accruals by the
fourth quarter of 2008 with the remaining approximately $0.5 million to be paid in 2009.

Note 10  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 January 5, 2007, White Rock Networks 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. 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.

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. 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 company has also petitioned the U.S. patent office for reexamination of the four patents being asserted, and as a consequence the U.S. patent office has initiated re-examination proceedings on all four patents. In the first half of 2008, in the
patent offices first formal correspondence regarding the validity of the patents, all of the asserted claims in three of the four Power Integrations patents at issue in the case were rejected by the patent office. The fourth patent at issue in
the case has expired.



14



---

##### Table of Contents

The trial in the case has been divided into three phases. The first phase, held in October 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, held in September 2007 before a different
jury, was on the validity of the Power Integrations patents being asserted. On September 21, 2007 a jury returned a verdict in the second phase, finding that the four Power Integrations patents asserted in the lawsuit are valid. The third phase
of the trial covers the enforceability of the patents. The third phase began on September 21, 2007 and is still pending before the court. Rulings from the enforceability phase of the litigation may overturn parts of the jury verdict on the
second phase.

Power Integrations must prevail on all three phases of the trial to receive a judgment for damages and an injunction against the company.
Power Integrations may 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 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 third phase of the trial. Damages may 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.

The results of litigation
are difficult to predict and no assurance can be given that the company will succeed in proving the patents 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 expects to contest several aspects of the litigation and would carefully consider an appeal at the appropriate time. The company
believes one aspect of the jurys verdict finding that the company had willfully infringed the Power Integrations patents should be dismissed or put to a new trial because of an August 20, 2007 decision by the U.S. Court of Appeals for the
Federal Circuit that significantly changed the law of willfulness as applied to patent infringement cases. The company also expects to request a reduction in the level of damages awarded in the first phase of the litigation because of errors that
the company believes were made in the calculation of damages. The company also plans to contest the jurys finding in the second (validity) phase of the case as well as other decisions made by the court during the course of the litigation,
including the division of the trial into several phases, rulings construing the claims of the patents involved and limitations on the evidence the company was permitted to present. 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. Should the company ultimately lose the lawsuit, or if an injunction is issued while an appeal is pending,
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s wholly owned subsidiary, System General Corporation, was a defendant in a patent infringement lawsuit in the U.S. District Court for the Northern District of California. System General had appealed
to the U.S. Court of Appeals for the Federal Circuit on the outcome of proceedings before the U.S. International Trade Commission (ITC) involving allegations of patent infringement. The ITC order banned some System General parts, and downstream
products incorporating the System General parts, from being imported into the United States. Both the ITC proceeding and the lawsuit were initiated by Power Integrations. The district court action was stayed at least until the appeals court issued
its decision on System Generals appeal of the ITCs final determination. On November 20, 2007, the appeals court affirmed the ITCs decision. Some System General products were specifically carved out of the ITCs U.S.
import ban, and System General has fully replaced the banned products with replacement products not covered by the ITC ban. The company has petitioned the U.S. patent office for reexamination of the four patents involved, and as a consequence the
U.S. patent office has initiated re-examination proceedings on all four patents. In the first half of 2008, in the patent offices first formal correspondence regarding the validity of the patents, all of the asserted claims in all four Power
Integrations patents at issue in the case were rejected by the patent office. Following the U.S. patent offices actions, the district court dismissed this Power Integrations lawsuit against System General in May 2008.

On May 23, 2008, Power Integrations filed another lawsuit against the company, Fairchild Semiconductor Corporation and System General Corporation, alleging
infringement of three patents. Power Integrations has not alleged any specific products as at issue in the lawsuit. Of the three patents claimed in this lawsuit, two are patents that were asserted against the company and Fairchild



15



---

##### Table of Contents

Semiconductor Corporation in the October 2004 lawsuit described above. As mentioned above, all of the asserted claims in these two patents have been rejected
by the patent office in their first formal correspondence. The company believes it has strong defenses against Power Integrations claims and intends to vigorously defend this lawsuit.

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 cases were consolidated on July 31, 2007. On October 2, 2007, the parties were granted leave to
amend their complaints to assert additional patents. The company asserted two additional patents against AOS, and AOS asserted one additional patent against the company. The lawsuit is currently in the discovery phase.

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. 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. 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. 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 litigation outcomes from all the above mentioned claims in
accordance with SFAS 5, Accounting for Contingencies.While the exact amount of these losses is not known, the company has recorded a charge for potential litigation outcomes in the Consolidated Statement of Operations, based upon the
companys assessments of the potential liability using an analysis of the claims and historical experience in defending and/or resolving these claims. As of June 29, 2008 the companys reserve for potential litigation outcomes was
$11.0 million. If the company continues to receive additional 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 liabilities in excess
of the current reserves.

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 11  Long-Term Debt

On May 16, 2008, the company
borrowed an additional $150 million under the companys existing senior credit facility. In conjunction with the close of this incremental term loan, the company initiated the call of the companys $200 million 5.0% convertible senior
subordinated notes due November 1, 2008. The redemption amount was paid on June 9, 2008 using proceeds from the incremental term loan and cash on hand. The incremental term loan feature has an interest rate of LIBOR (London Interbank
Offered Rate) plus 2.50%. The company incurred cash charges of $3.3 million in the second quarter of 2008 related to the incremental borrowing all of which were deferred and will be amortized over the term of the debt.



|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 2008 is to continue our focus
on new product development and new business opportunities. The development of new products will increase our mix of more proprietary, higher margin products as we continue to deemphasize outdated, lower margin products. Our focus is to be the
supplier of choice that profitably provides important power management



16



---

##### Table of Contents

and signal path solutions for our customers. We are working to develop innovative power conversion and switching solutions that meet the highest efficiency
standards. We expect to reduce packaging costs in 2008 as we continue an insourcing program we began in 2007.

We continue to manage our production output
to match end market demand and tightly control our inventory. This includes our target of keeping our distribution inventory on hand at 11 weeks, plus or minus a week. At the end of the second quarter of 2008, distribution inventory on hand was at
approximately 11 weeks, 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 at the end of the second quarter of 2008
was within our target range at just under 11 weeks. By actively managing inventories we reduce the impact that inventory corrections can have on our shipments and revenues.

Effective for the first quarter of 2008, we have realigned our operating segments and management structure and, accordingly, our segment reporting. The realignment corresponds with the way we manage the business and
was designed to improve end-market intimacy and segment focus in order to accelerate growth within key end markets. The new structure will allow us to better leverage our product and market knowledge to provide customers a more comprehensive set of
power management and analog solutions. The new segments are Mobile, Computing, Consumer and Communications (MCCC); Power Conversion, Industrial and Automotive (PCIA); and Standard Products, which did not change. All segment reporting within
managements discussion and analysis has been restated to reflect this change.

MCCCs main focus is to supply the mobile, computing, consumer
and communication end market segments with innovative power and signal path solutions including our low voltage MOSFETs, Power Management ICs and Mixed Signal Analog products. We seek to deliver exceptional product performance by optimizing
silicon processes and application specific design to satisfy specific requirements for our customers. This enables us to deliver solutions with greater energy efficiency and smaller footprint than is commonly available. We expect a steady
acceleration of new product sales especially for solutions targeted to the handset and ultraportable market.

PCIAs focus is to capitalize on the
growing demand for greater energy efficiency in power supplies, battery chargers, and automobiles. We are a leader in power factor correction, low standby power consumption designs and innovative switching techniques that enable greater efficiency
under load. Improving the efficiency of our customers products is vital to meeting new energy efficiency regulations. Effectively managing the power conversion and initial voltage regulation in power supplies is one of the greatest
opportunities we have to improve overall system efficiency. We believe the growing global focus on energy efficiency will continue to drive strong growth in this product line.

The Standard Products Group remains unchanged in its mission to profitably manage its business for superior cash flow and return on assets. We continue to follow an 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 of some of 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 strategy should improve 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 reduce 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.



17



---

##### Table of Contents

|                                                |                       |                    |       |             |                  |   |              |   |       |             |       |   |  |   |       |  |       |   |  |   |       |  |       |  
|----------------------------------------------- | --------------------- | ------------------ | ----- | ----------- | ---------------- | - | ------------ | - | ----- | ----------- | ----- | - |  | - | ----- |  | ----- | - |  | - | ----- |  | ----- | -
|                                                |                       | Three Months Ended |       |             | Six Months Ended |  
|                                                | June 29,2008          |                    |       | July 1,2007 |                  |   | June 29,2008 |   |       | July 1,2007 |      
|                                                | (Dollars in millions) |                   
|Total revenue                                   |                       | $                  | 418.7 |             | 100.0            | % |              | $ | 408.9 |             | 100.0 | % |  | $ | 825.0 |  | 100.0 | % |  | $ | 811.5 |  | 100.0 | %
|Gross margin                                    |                       |                    | 119.6 |             | 28.6             | % |              |   | 114.6 |             | 28.0  | % |  |   | 242.1 |  | 29.3  | % |  |   | 226.1 |  | 27.9  | %
|                                                |                       |                    |       |             |                  |   |              |  
|Operating expenses:                             |                       |                    |       |             |                  |   |              |   |       |             |       |   |  |   |       |  |       |   |  |   |       |  |       |  
|Research and development                        |                       |                    | 30.3  |             | 7.2              | % |              |   | 28.6  |             | 7.0   | % |  |   | 60.1  |  | 7.3   | % |  |   | 55.5  |  | 6.8   | %
|Selling, general and administrative             |                       |                    | 58.6  |             | 14.0             | % |              |   | 60.5  |             | 14.8  | % |  |   | 118.7 |  | 14.4  | % |  |   | 117.7 |  | 14.5  | %
|Amortization of acquisition-related intangibles |                       |                    | 5.5   |             | 1.3              | % |              |   | 5.6   |             | 1.4   | % |  |   | 11.1  |  | 1.3   | % |  |   | 12.4  |  | 1.5   | %
|Restructuring and impairments                   |                       |                    | 11.3  |             | 2.7              | % |              |   | 5.5   |             | 1.3   | % |  |   | 11.5  |  | 1.4   | % |  |   | 6.1   |  | 0.8   | %
|Charge for potential litigation outcomes, net   |                       |                    |      |             | 0.0              | % |              |   | 1.7   |             | 0.4   | % |  |   |      |  | 0.0   | % |  |   | 1.7   |  | 0.2   | %
|Purchased in-process research and development   |                       |                    |      |             | 0.0              | % |              |   |      |             | 0.0   | % |  |   |      |  | 0.0   | % |  |   | 3.7   |  | 0.5   | %
|                                                |                       |                    |       |             |                  |   |              |   |       |             |       |   |  |   |       |  |       |   |  |   |       |  |       |  
|Total operating expenses                        |                       |                    | 105.7 |             | 25.2             | % |              |   | 101.9 |             | 24.9  | % |  |   | 201.4 |  | 24.4  | % |  |   | 197.1 |  | 24.3  | %
|                                                |                       |                    |       |             |                  |   |              |  
|Operating income                                |                       |                    | 13.9  |             | 3.3              | % |              |   | 12.7  |             | 3.1   | % |  |   | 40.7  |  | 4.9   | % |  |   | 29.0  |  | 3.6   | %
|                                                |                       |                    |       |             |                  |   |              |  
|Other expense, net                              |                       |                    | 6.3   |             | 1.5              | % |              |   | 5.5   |             | 1.3   | % |  |   | 11.5  |  | 1.4   | % |  |   | 10.2  |  | 1.3   | %
|                                                |                       |                    |       |             |                  |   |              |   |       |             |       |   |  |   |       |  |       |   |  |   |       |  |       |  
|Income before income taxes                      |                       |                    | 7.6   |             | 1.8              | % |              |   | 7.2   |             | 1.8   | % |  |   | 29.2  |  | 3.5   | % |  |   | 18.8  |  | 2.3   | %
|                                                |                       |                    |       |             |                  |   |              |  
|Provision for income taxes                      |                       |                    | 0.7   |             | 0.2              | % |              |   | 3.8   |             | 0.9   | % |  |   | 5.2   |  | 0.6   | % |  |   | 9.1   |  | 1.1   | %
|                                                |                       |                    |       |             |                  |   |              |   |       |             |       |   |  |   |       |  |       |   |  |   |       |  |       |  
|Net income                                      |                       | $                  | 6.9   |             | 1.6              | % |              | $ | 3.4   |             | 0.8   | % |  | $ | 24.0  |  | 2.9   | % |  | $ | 9.7   |  | 1.2   | %
|                                                |                       |                    |       |             |                  |   |              |   |       |             |       |   |  |   |       |  |       |   |  |   |       |  |       |  

Total Revenue.Total revenue in the second quarter and first six months of 2008 increased
$9.8 million and $13.5 million, respectively or approximately 2%, as compared to the same periods in 2007. Included in the six month increase is approximately $1.4 million of additional revenue resulting from a full quarter of revenue related to the
acquisition of System General as compared to a partial quarter of revenue in the first quarter of 2007.

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 June 29, 2008 and July 1, 2007.



|                   |  |                    |   |  |                  |   |  |              |   |  |             |  
|------------------ |  | ------------------ | - |  | ---------------- | - |  | ------------ | - |  | ----------- | -
|                   |  | Three Months Ended |   |  | Six Months Ended |  
|                   |  | June 29,2008       |   |  | July 1,2007      |   |  | June 29,2008 |   |  | July 1,2007 |  
|United States      |  | 8                  | % |  | 9                | % |  | 9            | % |  | 9           | %
|Other Americas     |  | 4                  |   |  | 3                |   |  | 3            |   |  | 3           |  
|Europe             |  | 13                 |   |  | 12               |   |  | 13           |   |  | 13          |  
|China              |  | 30                 |   |  | 28               |   |  | 28           |   |  | 28          |  
|Taiwan             |  | 20                 |   |  | 21               |   |  | 21           |   |  | 20          |  
|Korea              |  | 13                 |   |  | 14               |   |  | 14           |   |  | 14          |  
|Other Asia/Pacific |  | 12                 |   |  | 13               |   |  | 12           |   |  | 13          |  
|                   |  |                    |   |  |                  |   |  |              |   |  |             |  
|Total              |  | 100                | % |  | 100              | % |  | 100          | % |  | 100         | %
|                   |  |                    |   |  |                  |   |  |              |   |  |             |  

Gross Margin.Gross margin dollars in the second quarter and first six months of 2008
increased 4% and 7%, respectively, as compared to the same periods in 2007. The increase in gross margin is due to increased revenue, improved product mix and lower inventory obsolescence costs, offset by higher energy costs, cost of raw materials
and unfavorable foreign currency trends. In addition, included in gross margin 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. The charge was an incremental expense for the recognition of the step-up of inventory to fair market value at the acquisition date.



18



---

##### Table of Contents

Operating Expenses. Research and development (R&D) increased in the second quarter and first six months
of 2008, as compared to the same periods in 2007. R&D increased due to spending for new product development, investments in manufacturing cost reduction programs and increases in variable compensation. Selling, general and administrative
(SG&A) expenses decreased in the second quarter of 2008, as compared to the same periods in 2007, due to continued cost discipline and reduced equity compensation. SG&A expenses increased slightly in the first six months of 2008, as compared
to the same periods in 2007, due to increased variable compensation and legal costs associated with litigation.

The decrease in amortization of
acquisition-related intangibles during the second quarter and first six months of 2008 is due to certain intangibles becoming fully amortized. For the six month period, the decrease was partially offset by an increase of approximately $0.5 million
in amortization expense due to a full first quarter of expense related to the System General acquisition in 2008 as compared to a partial quarter of expense in the first quarter of 2007.

Restructuring and Impairments.During the three and six months ended June 29, 2008, we recorded restructuring and impairment charges, net of releases, of $11.3 million and $11.5 million, respectively. In
the second quarter of 2008, the charges include $1.0 million of employee separation costs and $0.1 million in reserve releases both associated with the 2007 Infrastructure Realignment Program. Charges also include $2.3 million of employee separation
costs, $8.0 million in asset impairment costs and $0.1 million in office closure costs all associated with the 2008 Infrastructure Realignment Program. In addition, the first quarter of 2008 includes $0.3 million of employee separation costs and
$0.1 million in reserve releases both associated with the 2007 Infrastructure Realignment Program.

The majority of the second quarter charges relate to
several asset impairments for non-industry standard packaging capacity and simplification of our supply chain planning systems. We also adjusted the workforce mix in our Maine fab as we converted to a more automated and technologically advanced
eight inch wafer production process. In addition, we reduced headcount in certain sales and marketing activities to further streamline selling, general and administration costs.

During the three and six months ended July 1, 2007, we 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, primarily associated with the closure of a small manufacturing facility in Singapore and the consolidation of two product development
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, the three and six months ended July 1 2007, includes $0.3
million and $0.9 million in employee separation costs associated with the 2006 Infrastructure Realignment Program.

The 2007 Infrastructure Realignment
Program is partially complete and is expected to be substantially complete by the fourth quarter of 2008. This action impacts approximately 105 manufacturing and non-manufacturing personnel. We achieved annualized cost savings associated with the
employee separation costs of approximately $7.8 million during the first two quarters in 2008. We also achieved annualized depreciation cost savings of $0.8 million related to the asset impairment charges. We expect annualized cost savings of
approximately $1.4 million effective during the fourth quarter of 2008 associated with severance charges incurred during the second quarter of 2008.

The
2008 Infrastructure Realignment Program is expected to be partially complete by the third quarter of 2008 and substantially complete by the first quarter of 2009. This action impacts approximately 84 manufacturing and non-manufacturing personnel. We
expect annualized cost savings associated with the employee separation costs of approximately $4.8 million with a partial effect in the third quarter of 2008 and a full impact by the first quarter of 2009. In addition, we expect annualized
depreciation cost savings of approximately $1.6 million related to the asset impairment charges effective the third quarter of 2008.

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.

Other Expense, net.

The following table presents a summary of other expense, net for the three and six months
ended June 29, 2008 and July 1, 2007.



|                            |               |                    |      |             |                  |   |              |   |  |             |      |   |  |   |      |  
|--------------------------- | ------------- | ------------------ | ---- | ----------- | ---------------- | - | ------------ | - |  | ----------- | ---- | - |  | - | ---- | -
|                            |               | Three Months Ended |      |             | Six Months Ended |  
|                            | June 29,2008  |                    |      | July 1,2007 |                  |   | June 29,2008 |   |  | July 1,2007 |     
|                            | (In millions) |                   
|Interest expense            |               | $                  | 8.6  |             |                  | $ | 9.6          |   |  | $           | 17.9 |   |  | $ | 19.3 |  
|Interest income             |               |                    | (2.8 | )           |                  |   | (4.3         | ) |  |             | (7.0 | ) |  |   | (9.4 | )
|Other (income) expense, net |               |                    | 0.5  |             |                  |   | 0.2          |   |  |             | 0.6  |   |  |   | 0.3  |  
|                            |               |                    |      |             |                  |   |              |   |  |             |      |   |  |   |      |  
|Other expense, net          |               | $                  | 6.3  |             |                  | $ | 5.5          |   |  | $           | 11.5 |   |  | $ | 10.2 |  
|                            |               |                    |      |             |                  |   |              |   |  |             |      |   |  |   |      |  



19



---

##### Table of Contents

Interest expense.Interest expense in the second quarter and first six months of 2008 decreased $1.0
million and $1.4 million, respectively, as compared to the same periods in 2007, primarily due to lower interest rates on outstanding debt and lower debt balances.

Interest income.Interest income in the second quarter and first six months of 2008 decreased $1.5 million and $2.4 million, respectively, as compared to the same periods in 2007, as a result of lower invested balances in marketable
securities and lower rates of return earned on both cash and marketable securities.

Income Taxes.Income taxes for the second quarter and
first six months of 2008 were $0.7 million and $5.2 million on income before taxes of $7.6 million and $29.2 million, respectively, as compared to income taxes of $3.8 million and $9.1 million on income before taxes of $7.2 million and $18.8
million, respectively, for the comparable periods in 2007. The effective tax rate for the second quarter and first six months of 2008 was 9.2% and 17.8%, respectively, compared to 52.8% and 48.4%, respectively, for the comparable periods of 2007.
The change in effective tax rate is primarily due to shifts of income among jurisdictions with differing tax rates, foreign currency revaluations of tax liabilities, the impact of the first quarter 2007 tax contingencies as a result of
implementation of Financial Interpretation (FIN) 48, as well as a net tax benefit of $1.7 million recorded in the second quarter of 2008 relating to adjustments to prior year estimates. The net benefit included additional withholding tax expense
associated with historical license fees cross-charged to a foreign jurisdiction which imposes a withholding tax on outbound payments, offset by the release of excess state tax accruals primarily relating to the repatriation of foreign earnings in
2005. In the first six months of 2008, the valuation allowance on our deferred tax assets was reduced by $15.3 million due to the utilization of certain tax assets. This reduction did not impact our results of operations.

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 not to be permanently reinvested in Taiwan as the local laws provide incentives to companies to declare and distribute annual dividends. In
addition, with the 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.

Reportable Segments.

The following tables present comparative
disclosures of revenue and gross margin of our reportable segments.



|                  |                       |                    |            |              |       |               |  |      |                        |  |   |         |   |            |   |       |               |       |   |                        |      |   |  |   |       |  
|----------------- | --------------------- | ------------------ | ---------- | ------------ | ----- | ------------- |  | ---- | ---------------------- |  | - | ------- | - | ---------- | - | ----- | ------------- | ----- | - | ---------------------- | ---- | - |  | - | ----- | -
|                  |                       | Three Months Ended |           
|                  | June 29, 2008         |                    |            | July 1, 2007 |      
|                  | Revenue               |                    | % of total |              |       | GrossMargin % |  |      | OperatingIncome (loss) |  |   | Revenue |   | % of total |   |       | GrossMargin % |       |   | OperatingIncome (loss) |     
|                  | (Dollars in millions) |                   
|MCCC              |                       | $                  | 159.1      |              | 38.0  | %             |  | 35.5 | %                      |  | $ | 16.1    |   |            | $ | 148.8 |               | 36.4  | % |                        | 33.3 | % |  | $ | 9.7   |  
|PCIA              |                       |                    | 161.9      |              | 38.7  | %             |  | 27.3 | %                      |  |   | 7.0     |   |            |   | 161.0 |               | 39.4  | % |                        | 28.3 | % |  |   | 8.2   |  
|Standard Products |                       |                    | 97.7       |              | 23.3  | %             |  | 20.7 | %                      |  |   | 8.0     |   |            |   | 99.1  |               | 24.2  | % |                        | 21.0 | % |  |   | 9.1   |  
|Other (1)         |                       |                    |           |              | 0.0   | %             |  | 0.0  | %                      |  |   | (17.2   | ) |            |   |      |               | 0.0   | % |                        | 0.0  | % |  |   | (14.3 | )
|                  |                       |                    |            |              |       |               |  |      |                        |  |   |         |   |            |   |       |               |       |   |                        |      |   |  |   |       |  
|Total             |                       | $                  | 418.7      |              | 100.0 | %             |  | 28.6 | %                      |  | $ | 13.9    |   |            | $ | 408.9 |               | 100.0 | % |                        | 28.0 | % |  | $ | 12.7  |  
|                  |                       |                    |            |              |       |               |  |      |                        |  |   |         |   |            |   |       |               |       |   |                        |      |   |  |   |       |  



20



---

##### Table of Contents

|                  |                       |                  |            |              |       |               |  |      |                        |  |   |         |   |            |   |       |               |       |   |                        |      |   |  |   |       |  
|----------------- | --------------------- | ---------------- | ---------- | ------------ | ----- | ------------- |  | ---- | ---------------------- |  | - | ------- | - | ---------- | - | ----- | ------------- | ----- | - | ---------------------- | ---- | - |  | - | ----- | -
|                  |                       | Six Months Ended |           
|                  | June 29, 2008         |                  |            | July 1, 2007 |      
|                  | Revenue               |                  | % of total |              |       | GrossMargin % |  |      | OperatingIncome (loss) |  |   | Revenue |   | % of total |   |       | GrossProfit % |       |   | OperatingIncome (loss) |     
|                  | (Dollars in millions) |                 
|MCCC              |                       | $                | 322.5      |              | 39.1  | %             |  | 35.5 | %                      |  | $ | 34.3    |   |            | $ | 289.9 |               | 35.7  | % |                        | 34.1 | % |  | $ | 20.4  |  
|PCIA              |                       |                  | 311.7      |              | 37.8  | %             |  | 28.8 | %                      |  |   | 15.3    |   |            |   | 326.8 |               | 40.3  | % |                        | 27.7 | % |  |   | 14.0  |  
|Standard Products |                       |                  | 190.8      |              | 23.1  | %             |  | 21.1 | %                      |  |   | 15.4    |   |            |   | 194.8 |               | 24.0  | % |                        | 20.4 | % |  |   | 15.6  |  
|Other (1)         |                       |                  |           |              | 0.0   | %             |  | 0.0  | %                      |  |   | (24.3   | ) |            |   |      |               | 0.0   | % |                        | 0.0  | % |  |   | (21.0 | )
|                  |                       |                  |            |              |       |               |  |      |                        |  |   |         |   |            |   |       |               |       |   |                        |      |   |  |   |       |  
|Total             |                       | $                | 825.0      |              | 100.0 | %             |  | 29.3 | %                      |  | $ | 40.7    |   |            | $ | 811.5 |               | 100.0 | % |                        | 27.9 | % |  | $ | 29.0  |  
|                  |                       |                  |            |              |       |               |  |      |                        |  |   |         |   |            |   |       |               |       |   |                        |      |   |  |   |       |  



|(1) | The three and six months ended June 29, 2008 includes $5.9 million and $12.8 million of stock-based compensation expense, respectively, and $11.3 million and $11.5 million of
restructuring and impairments expense, respectively. 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.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Mobile, Computing, Consumer and Communication.MCCC revenue increased approximately 7% and 11% in the second quarter and first six months of 2008, respectively,
as compared to the same periods in 2007. The overall increase in revenue during the first six months of 2008 was primarily driven by increases in unit volumes. The increase in unit volumes was driven by strong market demand for computing MOSFETs,
switches and ultraportable products. Gross margin increased mainly due to increased revenue, improved product mix and lower inventory obsolescence costs.

MCCC had operating income of $16.1 million and $34.3 million in the second quarter and first six months of 2008, respectively, compared to $9.7 million and $20.4 million for the comparable periods in 2007. The increase in operating income
was due to higher gross margin, slightly offset by higher R&D expenses to support continue growth and SG&A expenses due to increased variable compensation and legal costs associated with litigation. The decrease in amortization of
acquisition-related intangibles was due to certain intangibles becoming fully amortized.

Power Conversion, Industrial and Automotive.PCIA revenue increased approximately 1% in the second quarter of 2008, while revenue decreased approximately 5% in first six months of 2008, compared to the same periods in 2007. The overall decrease in revenue during the first six months of
2008 was primarily driven by decreases in unit volumes. In addition, PCIA includes a full first quarter of revenue in 2008 related to the acquisition of System General as compared to six weeks of revenue in the first quarter of 2007. Revenue
increases in the second quarter of 2008 were primarily driven by increased demand for SPM products and certain power conversion solutions and new product sales in automotive. The revenue decreases in the first six months of 2008 were primarily
driven by increased competition and channel inventory reductions in our high voltage and power conversion products. Gross margin decreased due to lower unit volumes, higher manufacturing costs as the result of lower factory utilization and
unfavorable mix. In addition lower revenues impacted gross margins in the first six months of 2008. Included in gross margin 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. The charge was an incremental expense for the recognition of the step-up of inventory to fair market value at the acquisition date.

PCIA had operating income of $7.0 million and $15.3 million in the second quarter and first six months of 2008, respectively, compared to $8.2 million and $14.0 million for the comparable periods in 2007. The decrease
in operating income during the second quarter of 2008 was due to lower gross profit and higher R&D expense, offset by lower SG&A expenses. The increase in operating income in the first six months of 2008 was mainly due to IPR&D expense
included in the first six months of 2007, of which there is no comparable amount in 2008, and lower SG&A expenses due to continued cost discipline. The increase was slightly offset by higher R&D expenses due to new product development. In
addition, R&D increased as a result of a full quarter of expense related to the acquisition of System General as compared to a partial quarter of expense in the first quarter of 2007. The decrease in amortization of acquisition-related
intangibles was due to certain intangibles becoming fully amortized; this was offset slightly by an increase due to a full quarter of expense related to the System General acquisition as compared to a partial quarter of expense in the first quarter
of 2007.



21



---

##### Table of Contents

Standard Products.Standard Products revenue decreased approximately 1% and 2% in the second quarter
and first six months of 2008, respectively, as compared to the same periods in 2007. The overall decrease in revenue was driven by decreases in unit volumes of 4%, offset by increases in average selling prices due to product mix and price of 2%.
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 MCCC & PCIA segments.While we anticipate revenue will continue to decline as
a percentage of our total revenue, our strategy is to manage Standard Products more selectively, while maintaining or increasing our margins in this business. The decrease in gross margins during the second quarter of 2008 is due to lower unit
volumes and higher manufacturing costs. The increase in gross margin in the first six months of 2008 is primarily due to mix out activity of low margin products as well as higher margins in our high-speed optocoupler products.

Standard Products had operating income of $8.0 million and $15.4 million in the second quarter and first six months of 2008, respectively, compared to $9.1 million and
$15.6 million for the comparable periods in 2007. The decrease in operating income was due to reduced revenue and slightly higher SG&A and R&D spending, partially offset during the first six months of 2008 by higher gross margin as described
above. R&D increased due to investments in manufacturing cost reduction programs and new product introductions. The decrease in amortization of acquisition-related intangibles was due to certain intangibles becoming fully amortized.

Liquidity and Capital Resources

On May 16, 2008, we borrowed
an additional $150 million from an incremental term loan under our existing senior credit facility. In conjunction with the close of the incremental term loan we initiated the call of our $200 million 5.0% convertible senior subordinated notes due
November 1, 2008. The redemption amount was paid on June 9, 2008 using proceeds from the incremental term loan and cash on hand. The incremental term loan feature has an interest rate of LIBOR (London Interbank Offered Rate) plus 2.50%.
The company incurred cash charges of $3.3 million in the second quarter of 2008 related to the incremental borrowing all of which were deferred and will be amortized over the term of the debt.

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 June 29, 2008, $19.4 million was drawn on the revolver and after adjusting for outstanding letters of credit we had up to $78.4 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 $13.2 million of undrawn credit facilities at certain of our foreign subsidiaries. These outstanding amounts do not impact available borrowings under the senior credit
facility.

Our senior credit facility, which includes $525 million of term loans and the $100.0 million revolving line of credit, 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 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 June 29, 2008, 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 and funds from our senior credit facility will be sufficient to meet our debt obligations, operating requirements, capital expenditures and
research and development funding needs over the next twelve months. We had capital expenditures of $88.6 million in the first six months of 2008.

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. Our debt rating as of June 29, 2008 by
Standard and Poors is BB. The sale of additional equity securities could result in additional dilution to our stockholders. Additional borrowing or equity investment may be required to fund future acquisitions.

As of June 29, 2008, we had $11.4 million of unrecognized tax benefits, compared to approximately $13.8 million at December 30, 2007. The timing of the
expected cash outflow relating to the balance is not reliably determinable at this time.



22



---

##### Table of Contents

As of June 29, 2008, our cash, cash equivalents and short-term and long-term marketable securities were $436.3
million, a decrease of $25.8 million from December 30, 2007. As of June 29, 2008, $42.8 million of auction rate securities are included in long-term marketable securities. In 2007, we experienced unrealized losses on our investments in
auction rate securities primarily caused by reset failures related to disruptions in the credit market, as there were more sellers than buyers of our auction rate securities. During the first six months of 2008, we incurred additional unrealized
losses on these investments. We view other-than-temporary impairments as being tied to two types of risk, namely liquidity risk and credit risk. Liquidity risk arises from situations in which a party interested in trading an asset is unable to find
a buyer for that asset. We currently have the ability and intent to hold these investments until there is a full recovery of the fair value, which may be maturity. Contractual maturities for these investments exceed ten years. We believe the
liquidity issues in the credit market will stabilize and we will be able to realize the full value of our investments. In addition, with regards to credit risk; all of the auction rate securities we hold continue to be rated at investment grade. If
the credit rating on these securities is downgraded below investment grade, or we otherwise assess a triggering event of other than temporary impairment of these assets, we may be required to adjust the carrying value of these investments through an
impairment charge in our financial statements.

During the first six months of 2008, our cash provided by operating activities was $121.8 million compared
to $73.5 million in the comparable period of 2007. The following table presents a summary of net cash provided by operating activities during the first six months of 2008 and 2007.



|                                            |  |                  |       |             |   |       |  
|------------------------------------------- |  | ---------------- | ----- | ----------- | - | ----- | -
|                                            |  | Six Months Ended |      
|                                            |  | June 29,2008     |       | July 1,2007 |  
|                                            |  | (In millions)    |      
|Net income                                  |  | $                | 24.0  |             | $ | 9.7   |  
|Depreciation and amortization               |  |                  | 66.1  |             |   | 63.3  |  
|Non-cash stock-based compensation           |  |                  | 12.8  |             |   | 12.9  |  
|Deferred income taxes, net                  |  |                  | 0.7   |             |   | (2.1  | )
|Purchased in-process research & development |  |                  |      |             |   | 3.7   |  
|Other, net                                  |  |                  | 9.5   |             |   | 3.5   |  
|Change in other working capital accounts    |  |                  | 8.7   |             |   | (17.5 | )
|                                            |  |                  |       |             |   |       |  
|Cash provided by operating activities       |  | $                | 121.8 |             | $ | 73.5  |  
|                                            |  |                  |       |             |   |       |  

Cash provided by operating activities increased $48.3 million during the first six months of 2008 as compared to
the same period of 2007. The increase was mainly due to increased net income, larger non-cash charges against net income and an increase in operating cash as a result of working capital account changes.

Cash used in investing activities during the first six months of 2008 totaled $88.0 million compared to $235.5 million for the comparable period of 2007. The decrease in
the use of cash is primarily the result of the net cash payment of $171.2 million for the acquisition of System General in the first quarter of 2007. There was no comparable investment in 2008. In addition, there were fewer purchases of short term
marketable securities and higher capital expenditures in 2008. Our capital expenditures as a percent of sales during the first six months of 2008 was 11% compared to 6% in the same period in 2007.

Cash used in financing activities totaled $52.0 million in the first six months of 2008 as compared to cash provided by financing activities of $9.6 million in the
comparable period of 2007. The decrease was primarily due to the use of $50 million of cash in the redemption of our 5% convertible senior subordinated notes. Additionally, there were more proceeds from the exercise of stock options in 2007.

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.



23



---

##### Table of Contents

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: 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 and cost 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 17, 2008 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 2008 will be from
September 13, 2008 until October 16, 2008 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.

Outlook

We expect our third quarter revenue to increase 2 to 5%. At the start of the third quarter of 2008, we had more than 90% of our sales guidance booked and scheduled to ship. We expect gross margin to increase 150 to
225 basis points sequentially as we benefit from higher factory loadings, better product mix and more assembly and test in-sourcing. We expect R&D and SG&A expenses to be approximately $89 to $92 million and net interest and other expenses
to be about $5.5 million in 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. The company did not elect to measure any items at fair value under the guidance in SFAS 159.

In December 2007, the FASB issued SFAS 141(R),
Business Combinations. This statement replaces SFAS 141, Business Combinations, but retains the fundamental requirements of the statement that the acquisition method of accounting be used for all business combinations and for an
acquirer to be identified for each business combination. The statement seeks to improve financial



24



---

##### Table of Contents

reporting by establishing principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase option and c) determines what information to disclose.
This statement is effective prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. We have yet to determine the impact, if
any, of SFAS 141(R) on our consolidated financial position and results of operations.

In December 2007, the FASB issued SFAS 160, Noncontrolling
Interests in Consolidated Financial Statements  an Amendment of ARB 51. This statement amends Accounting Research Bulletin (ARB) 51, Consolidated Financial Statements,to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The statement clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the
consolidated financial statements. This statement is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008. We have yet to determine the impact, if any, of SFAS 160 on our consolidated
financial position and results of operations.

In March 2008, the FASB issued SFAS 161, Disclosures about Derivative Instruments and Hedging
Activities. This statement is intended to improve financial reporting for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entitys financial
condition, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. SFAS 161 will impact disclosures only and will not have an impact 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 30, 2007 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 51 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
June 29, 2008, 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.



25



---

##### Table of Contents

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the first six months of 2008 that have materially affected, or are reasonably likely to materially affect, 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 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.

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. We have also petitioned the U.S.
patent office for reexamination of the four patents being asserted, and as a consequence the U.S. patent office has initiated re-examination proceedings on all four patents. In the first half of 2008, in the patent offices first formal
correspondence regarding the validity of the patents, all of the asserted claims in three of the four Power Integrations patents at issue in the case were rejected by the patent office. The fourth patent at issue in the case has expired.

The trial in the case has been divided into three phases. The first phase, held in October 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, held in September 2007 before a different jury, was on the validity of the Power Integrations patents being asserted. On
September 21, 2007 a jury returned a verdict in the second phase, finding that the four Power Integrations patents asserted in the lawsuit are valid. The third phase of the trial covers the enforceability of the patents. The third phase began
on September 21, 2007 and is still pending before the court. Rulings from the enforceability phase of the litigation may overturn parts of the jury verdict on the second phase.

Power Integrations must prevail on all three phases of the trial to receive a judgment for damages and an injunction against us. Power Integrations may seek an injunction to prevent us 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 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 third phase of the trial. Damages may 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.



26



---

##### Table of Contents

The results of litigation are difficult to predict and no assurance can be given that we will succeed in proving the
patents 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 expect to contest several aspects of the litigation and would carefully consider an appeal at the appropriate time. We believe one aspect of the jurys verdict finding that we had willfully infringed the Power Integrations patents should be
dismissed or put to a new trial because of an August 20, 2007 decision by the U.S. Court of Appeals for the Federal Circuit that significantly changed the law of willfulness as applied to patent infringement cases. We also expect to request a
reduction in the level of damages awarded in the first phase of the litigation because of errors that we believe were made in the calculation of damages. We also plan to contest the jurys finding in the second (validity) phase of the case as
well as other decisions made by the court during the course of the litigation, including the division of the trial into several phases, rulings construing the claims of the patents involved and limitations on the evidence we were permitted to
present. 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. Should we ultimately lose the lawsuit, or if an
injunction is issued while an appeal is pending, 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, our wholly owned subsidiary, System General Corporation, was a defendant in a patent infringement lawsuit in the U.S. District Court for the
Northern District of California. System General had appealed to the U.S. Court of Appeals for the Federal Circuit on the outcome of proceedings before the U.S. International Trade Commission (ITC) involving allegations of patent infringement. The
ITC order banned some System General parts, and downstream products incorporating the System General parts, from being imported into the United States. Both the ITC proceeding and the lawsuit were initiated by Power Integrations. The district court
action was stayed at least until the appeals court issued its decision on System Generals appeal of the ITCs final determination. On November 20, 2007, the appeals court affirmed the ITCs decision. Some System General products
were specifically carved out of the ITCs U.S. import ban, and System General has fully replaced the banned products with replacement products not covered by the ITC ban. Fairchild has petitioned the U.S. patent office for reexamination of the
four patents involved, and as a consequence the U.S. patent office has initiated re-examination proceedings on all four patents. In the first half of 2008, in the patent offices first formal correspondence regarding the validity of the
patents, all of the asserted claims in all four Power Integrations patents at issue in the case were rejected by the patent office. Following the U.S. patent offices actions, the district court dismissed this Power Integrations lawsuit against
System General in May 2008.

On May 23, 2008, Power Integrations filed another lawsuit against us, Fairchild Semiconductor Corporation and System
General Corporation, alleging infringement of three patents. Power Integrations has not alleged any specific products as at issue in the lawsuit. Of the three patents claimed in this lawsuit, two are patents that were asserted against us and
Fairchild Semiconductor Corporation in the October 2004 lawsuit described above. As mentioned above, all of the asserted claims in these two patents have been rejected by the patent office in their first formal correspondence. We believe we have
strong defenses against Power Integrations claims and intend to vigorously defend this lawsuit.

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. The
cases were consolidated on July 31, 2007. On October 2, 2007, the parties were granted leave to amend their complaints to assert additional patents. We asserted two additional patents against AOS, and AOS asserted one additional patent
against us. The lawsuit is currently in the discovery phase.

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. 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. 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.



27



---

##### Table of Contents

We have analyzed the potential litigation outcomes from all the abovementioned claims in accordance with SFAS 5,
Accounting for Contingencies.While the exact amount of these losses is not known, we have recorded net reserves for potential litigation outcomes in our Consolidated Statement of Operations, based upon our assessments of the potential
liability using an analysis of the claims and historical experience in defending and/or resolving these claims. As of June 29, 2008 our balance for potential litigation outcomes was $11.0 million. If we continue to receive additional 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 liabilities in excess of the current reserves.

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 30, 2007. 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.

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.



28



---

##### Table of Contents

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 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 energy 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 energy prices or otherwise, our revenues and gross margins could be adversely affected.

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. These laws are subject to change. For instance, there have been recent
developments in the laws and regulations governing the issuance and assertion of patents in the U.S., such as modifications to the rules governing patent prosecution and court rulings on the issues of willfulness, obviousness and injunctions, that
may affect our ability to obtain patents and/or enforce our patents against others. 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.



29



---

##### Table of Contents

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 litigation 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;
| | - |  | -------------------------------------------------------------------------------



| |  |  | 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 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.



30



---

##### Table of Contents

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.

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 may face risks associated with dispositions of assets and businesses.

From time to time we may dispose of assets and businesses as part of our efforts to grow our most profitable product lines. When we do so, we face risks associated with those exit activities, including but not limited
to risks relating to service disruptions at our customers, risks of inadvertently losing other business not related to the exit activities, risks associated with our inability to effectively continue, terminate, modify and manage supplier and vendor
relationships or commitments that may be affected by those exit activities, and the risks of consequential claims from customers or vendors resulting from the elimination, or transfer of production of, affected products or the renegotiation of
commitments.

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 we experience a significant increase in the prices of our 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 processes use many raw materials, including silicon wafers, gold, copper lead frames, mold
compound, ceramic packages and various chemicals and gases. 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. If the prices of these raw materials rise significantly we may be unable to pass on the increased cost to our customers, which would
result in decreased margins for the products in which they are used. 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 some of
our raw materials such as silicon wafers, lead frames, mold compound, ceramic packages and chemicals and gases from a limited number of 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,



31



---

##### Table of Contents

primarily to Advanced Semiconductor Manufacturing Corporation, Central Semiconductor Manufacturing Corporation, Jilin Magic Semiconductor, New Japan Radio
Corporation, Phenitec Semiconductor and Taiwan Semiconductor Manufacturing Company. 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, ASE, AUK, GEM Services, Hana Semiconductor, Liteon, Shenyang Zhongguang Electronics Co Ltd, Tak Cheong Electronics, Carsem and UTAC Thai Ltd. 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 65% of our net sales for
the quarter ended June 29, 2008. Our top five distributors worldwide accounted for 20% of our net sales for the quarter ended June 29, 2008. 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.



32



---

##### Table of Contents

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 Statement of Financial Accounting Standards (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. 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 18 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.



33



---

##### Table of Contents

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. We are currently engaged in a lawsuit brought against us and other parties by White Rock Networks relating to the mold compound issue. See Item 1,
Legal Proceedings. 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 have recorded a charge for estimated potential
litigation outcomes relating to the mold compound issue in our Consolidated Statement of Operations. The charge is included in our total reserves for potential litigation outcomes of $11.0 million as of June 29, 2008. 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 balance.

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 75% of our revenues in the second quarter of 2008 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 13% of our revenue for the quarter ended June 29, 2008.

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).



34



---

##### Table of Contents

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 any anticipated benefits.

Our Korean subsidiary, Fairchild Korea Semiconductor Ltd, 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, was granted a 10
year preferential income tax holiday by the Chinese government as one of the incentives for locating in the Suzhou Industrial Park. On March 16, 2007, the Chinese government passed the unified enterprise income tax law to unify the taxing
structure among foreign invested enterprises and domestic enterprises. The new legislation, 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 through 2012, with the new statutory rate of 25% to take affect in 2013. The gradual transitioning of the statutory rate commences in 2008.

The corporate tax rate of our German subsidiary, Fairchild Semiconductor GmbH, was reduced effective January 1, 2008. In July 2007, the Upper House of the German
Parliament (Bundesrat) passed the 2008 Business Tax Reform Act, reducing the corporate tax rate (i.e., including income tax/trade tax/solidarity surcharge) from approximately 39% down to approximately 30%. The enactment of the reform became
effective January 1, 2008.

The corporate tax rate of our United Kingdom subsidiary, Fairchild Semiconductor Limited, was reduced from 30% to 28%,
effective April 1, 2008. The Finance bill released in March 2007 as part of the UK budget report included a reduction of the corporate tax rate down to 28%. The Finance bill received Royal Assent and became law on July 19, 2007.

Our Singapore subsidiary, Fairchild Semiconductor Pte. Ltd. has been granted a Development and Expansion Incentive reducing the statutory tax rate down
from 18% to 10% for a period of fifteen years, effective January 1, 2005. The incentive, and accompanying reduced statutory tax rate, is subject to specific terms and conditions involving varying levels of categorization of qualifying income,
employment levels and revenue management.

We continue to monitor the Korean tax holiday, compliance with the Singapore tax incentive, changes to the
income tax laws in the Peoples Republic of China and the tax reforms enacted in Germany and the United Kingdom, to help ensure that the current and future tax impacts on our subsidiaries in these countries are anticipated and refined.

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.



35



---

##### Table of Contents

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 June 29, 2008 of approximately 0.4 to 1, which could adversely affect our financial health and limit our ability to grow and compete.

At June 29, 2008, we had total debt of $537.8 million and the ratio of this debt to equity was approximately 0.4 to 1. On May 16, 2008, we borrowed an
additional $150 million from an incremental term loan under our existing senior credit facility. In conjunction with the close of the incremental term loan we initiated the call of our $200 million 5.0% convertible senior subordinated notes due
November 1, 2008. The redemption amount was paid on June 9, 2008 using proceeds from the incremental term loan and cash on hand. As of June 29, 2008, our senior credit facility includes $525 million in term loans and the $100 million
revolving line of credit, of which $78.4 million remained undrawn. In addition, there is a $150 million uncommitted incremental term loan feature. Despite reducing some of our long-term debt, we continue to carry substantial indebtedness which could
have significant 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
| | - |  | --------------------------------------------------------------------------------------------------



36



---

##### Table of Contents

| |  |  | 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.

We may be able to incur substantial additional indebtedness in the future. 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 2008, permits borrowings of up to $100 million in revolving loans
under the line of credit and up to $150 million under the uncommitted incremental term loan feature, in addition to the outstanding $525 million term loans that are currently outstanding under that facility. As of June 29, 2008, adjusted for
outstanding letters of credit, we had up to $78.4 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 June 29, 2008, 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.

We invest in auction rate securities that subject us to market risk which could adversely affect our liquidity and financial
results.

We invest our excess cash in marketable securities consisting primarily of commercial paper, U.S. government securities, and auction rate
securities. As of the end of the second quarter of 2008, we owned $51.3 million of auction rate securities on a cost basis. These securities are rated investment grade, by Moodys and Standard and Poors, and are primarily used for
managing our on-going



37



---

##### Table of Contents

liquidity needs, while maximizing interest income. In the third quarter of 2007, we experienced failures on the auction rate securities we held related to
disruptions in the credit market, as there were more sellers than buyers of our auction rate securities. If an auction fails, our investments will not be liquid until the auction is successfully reset or is called by the issuer, and therefore a
failure could impair our liquidity needs. If the credit rating on these securities is downgraded below investment grade, or we otherwise assess a triggering event of other than temporary impairment of these assets, we may be required to adjust the
carrying value of these investments through an impairment charge in our financial statements. As of June 29, 2008, no investments are considered other than temporarily impaired. Therefore, in accordance with SFAS 115, Accounting for Certain
Investments in Debt and Equity Securities, unrealized losses of $8.5 million relating to these securities have been recorded in other comprehensive income.



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

The
company did not make any purchases of its own common stock during the second quarter of 2008.



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

(a) Our annual
meeting of stockholders was held on May 7, 2008.

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



|                     |  |             |  |               
|-------------------- |  | ----------- |  | --------------
|                     |  | VOTES FOR   |  | VOTES WITHHELD
|Charles P. Carinalli |  | 116,286,072 |  | 2,405,588     
|Robert F. Friel      |  | 116,839,967 |  | 1,851,693     
|Thomas L. Magnanti   |  | 116,288,355 |  | 2,403,305     
|Kevin J. McGarity    |  | 116,291,459 |  | 2,400,201     
|Bryan R. Roub        |  | 117,296,110 |  | 1,395,550     
|Ronald W. Shelly     |  | 111,291,711 |  | 7,399,949     
|Mark S. Thompson     |  | 117,005,016 |  | 1,686,644     

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

A proposal to approve the amendment of the Fairchild Semiconductor 2007 Stock Plan, as described in our definitive proxy statement filed with the
Securities and Exchange Commission on April 4, 2008, was approved by the following votes:



|                |  |                     |  |                 |  |                            
|--------------- |  | ------------------- |  | --------------- |  | ---------------------------
|FOR: 84,037,170 |  | AGAINST: 27,101,076 |  | ABSTAIN: 48,209 |  | BROKER NON-VOTES: 7,505,205

A proposal to ratify the appointment of KPMG LLP as the independent registered public accounting firm of the
company for 2008 was approved by the following votes:



|                 |  |                  |  |                
|---------------- |  | ---------------- |  | ---------------
|FOR: 118,040,462 |  | AGAINST: 630,326 |  | ABSTAIN: 20,872



38



---

##### Table of Contents

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



|            |  |                                                                                                                                                         
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                             
|10.01       |  | Incremental Term Loan Commitment Agreement dated as of May 16, 2008.                                                                                    
|            | 
|10.02       |  | Fairchild Semiconductor 2007 Stock Plan, as amended on May 7, 2008 (incorporated by reference from our current report on Form 8-K filed on May 9, 2008).
|            | 
|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 and 5 are not applicable and have been omitted.



39



---

##### Table of Contents

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 8, 2008 |  | /s/ Robin A. Sawyer                        
|                     |  | Robin A. Sawyer                            
|                     |  | Vice President, Corporate Controller       
|                     |  | (Principal Accounting Officer)             



40