Fairchild reported fourth quarter net income of $21.3 million or $0.17 per diluted share compared to $35.8 million or $0.28 per diluted share in the prior quarter and $51.0 million or $0.40 per diluted share in the fourth quarter of 2010. Gross margin was 30.0 percent compared to 35.9 percent in the prior quarter and 37.0 percent in the year ago quarter.

Fairchild reported fourth quarter adjusted gross margin of 30.4 percent, down 560 basis points sequentially and 670 basis points from the fourth quarter of 2010. Adjusted gross margin excludes the change in retirement plans, accelerated depreciation and inventory reserve releases/write offs related to fab closures. Adjusted net income was $19.3 million or $0.15 per diluted share, compared to $44.5 million or $0.34 per diluted share in the prior quarter and $57.3 million or $0.45 per diluted share in the fourth quarter of 2010. Adjusted net income excludes amortization of acquisition-related intangibles, restructuring and impairments, accelerated depreciation and inventory reserve releases/write offs related to fab closures, write off of deferred financing fees, charge for litigation, change in retirement plans, and associated net tax effects of these items and other acquisition-related intangibles.

Full year revenues for 2011 were $1.6 billion, roughly flat to 2010. Fairchild reported net income of $146 million or $1.12 per diluted share in 2011, compared to net income of $153 million or $1.20 per diluted share in 2010. On an adjusted basis, the company reported 2011 net income of $170 million or $1.30 per diluted share, compared to $193 million or $1.51 per diluted share in 2010.

?We reduced our overall inventory dollars in the fourth quarter despite significantly lower demand,? said Mark Thompson, Fairchild?s president and CEO. ?Distribution sell-through decreased 20 percent sequentially due to lower end market demand and further downstream inventory reductions in the appliance, consumer, industrial, solar and computing supply chains. We also experienced about a 2 to 3 percentage point negative impact to sales due to supply disruptions related to the flooding in Thailand. Despite the weak sell-through and supply disruptions, we reduced channel inventory by 3 percent and internal inventory by 10 percent sequentially. There were some bright spots in demand as our mobile analog business posted solid sequential sales growth in the fourth quarter and our auto sales also held up well. In these times of uncertain demand, we focus on tightly managing the variables under our control such as inventories and expenses. We made good progress reducing inventories and operating expenses in the fourth quarter and we plan to continue these efforts as we enter 2012.?

Fourth Quarter Financials

?Gross margin decreased primarily due to lower factory loadings as we tightly controlled our inventory,? said Mark Frey, Fairchild?s executive vice president and CFO. ?Margins were also reduced due to 8 inch fab start-up costs and normal price reductions. Adjusted R&D and SG&A expenses were down 4 percent sequentially to $88.4 million due to spending reductions and lower variable compensation. Free cash flow was $1 million during the quarter. We decreased internal inventory dollars by 10 percent as we further reduced factory loadings in the fourth quarter.

Forward Guidance

?We expect sales to be in the range of $340 to 370 million for the first quarter as we continue to focus on reducing channel inventory,? said Frey. ?Our current scheduled backlog is sufficient to achieve the low end of this range. This guidance includes about a 1 percent impact to sales from the flooding in Thailand. We expect adjusted gross margin to be 29 to 30 percent due to low factory utilization, especially in January. We anticipate R&D and SG&A spending to be approximately $96 to 98 million in the first quarter. The adjusted tax rate is forecast at 15 percent plus or minus 3 percent for the quarter. Recall that our first quarter has 14 weeks to again synchronize our fiscal year with the actual calendar. As with last quarter, we are not assuming any obligation to update this information, although we may choose to do so before we announce first quarter results.?

Adjusted gross margin, adjusted R&D and SG&A, adjusted net income and free cash flow are non-GAAP financial measures and should not be considered replacements for GAAP results. We exclude the change in retirement plans, accelerated depreciation and inventory reserve releases/write offs related to fab closures from GAAP gross margins to determine adjusted gross margins. To determine adjusted R&D and SG&A we exclude the change in retirement plans. To determine adjusted net income/loss, we exclude amortization of acquisition-related intangibles, restructuring and impairments, accelerated depreciation and inventory reserve releases/write offs related to fab closures, write off of deferred financing fees, charge for litigation, change in retirement plans, and associated net tax effects of these items and other acquisition-related intangibles. To determine free cash flow, we subtract capital expenditures from GAAP cash provided by operating activities. Fairchild presents adjusted results because its management uses them as additional measures of the company?s operating performance, and management believes adjusted financial information is useful to investors because it illuminates underlying operational trends by excluding significant non-recurring, non-cash or otherwise unusual transactions. Fairchild?s criteria for determining adjusted results may differ from methods used by other companies, and should not be regarded as a replacement for corresponding GAAP measures.

Special Note on Forward Looking Statements:

Some of the paragraphs above, including the one headed ?Forward Guidance,? contain forward-looking statements that are based on management?s assumptions and expectations and involve risk and uncertainty. Other forward-looking statements may also be found in this news release. Forward-looking statements usually, but do not always, contain forward-looking terminology such as ?we believe,? ?we expect,? or ?we anticipate,? or refer to management?s expectations about Fairchild?s future performance. Many factors could cause actual results to differ materially from those expressed in forward-looking statements. Among these factors are the following: failure to maintain order rates at expected levels; failure to achieve expected savings from cost reduction actions or other adverse results from those actions; 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; availability of raw materials at competitive prices; competitors? actions; loss of key customers, including but not limited to distributors; the inability to attract and retain key management and other employees; order cancellations or reduced bookings; changes in manufacturing yields or output; 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; regulatory risks and significant litigation. These and other risk factors are discussed in the company?s quarterly and annual reports filed with the Securities and Exchange Commission (SEC) and available at the Investor Relations section of Fairchild Semiconductor?s web site at investor.fairchildsemi.com or the SEC?s web site at www.sec.gov.