FAIRCHILD SEMICONDUCTOR INTERNATIONAL INC

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

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

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

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

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