INVESTOR

PRESENTATION

July 2015

2

Notes on Forward Looking Statements

and Non-GAAP Measures • Comments in this presentation other than statements of historical fact may constitute forward looking statements and are

based on Fairchild’s management’s estimates and projections and are subject to various risks and uncertainties

• These risks and uncertainties are described in the Company’s periodic reports and other filings with the Securities and Exchange Commission (see the Risk Factors section) and are available at http://sec.gov and investor.fairchildsemi.com

• Actual results may differ materially from those projected in the forward looking statements

• Some data in this presentation may include non-GAAP measures that we believe provide useful information about the operating performance of our businesses that should be considered by investors in conjunction with GAAP measures that we also provide. You can find a reconciliation of non-GAAP to comparable GAAP measures at the Investor Relations section of our web site at http://investor.fairchildsemi.com

Recent additions to our website at http://investor.fairchildsemi.com

Updated Financials (through current quarter with segment revenue/gross margin breakouts)

• Quarterly Fact Sheet with current quarter highlights

• This investor presentation

3

Fairchild Overview

4

Fairchild Today…

Fairchild Semiconductor

2014 Revenue $1.43B Analog Power & Signal Solutions Group

(APSS)

(28% of 2014 Revenue)

Mobile

Power Conversion

Motion Tracking

Innovative analog power, signal and sensor solutions

Switching Power Solutions

(SPS)

(58% of 2014 Revenue)

Automotive

HV MOSFET, IGBT & SPM

LV & MV MOSFET

Cloud

Highly efficient discrete and integrated power management solutions

Standard Products Group

(SPG)

(14% of 2014 Revenue)

Standard Discrete, Analog & Logic

Optoelectronics

Essential functions for key customers

5

• Energy efficiency, mobility and cloud

mega-trends

• Power silicon content grows faster than

end market sales – premium paid for

efficiency

• Fairchild has deep power system

knowledge to support greater integration

and higher efficiency

• Company focused on delighting all

customers from large OEMs to the ―long

tail‖

Markets That Drive Our Business

6

Building a Great Leadership Team

• Promoting from within in areas of progress

Automotive, Supply Chain, Assembly & Test

• Recruiting & upgrading in areas of weakness

Sales & Marketing, Fab Operations, Engineering

• Opportunistically adding talent

Strategy, Finance

7

Building a Great Company

SALES &

MARKETING

TECHNOLOGY

OPERATIONS

BUSINESS

UNITS

• Solid operations org is key foundation

• Sales & marketing as well as

technology also well in place

• Business units key focus now

8

Our Culture

EXCEL

ENGAGED EMPLOYEE

DELIGHTED CUSTOMER

RESPECT

SPEED

EXPLORE SIMPLIFY

PLAY

DIRECT

WORLD-

CLASS

COMPANY

CHALLENGE

9

Fairchild Strategy

10

Strategy as a Daily Activity

Differentiated Products

Application-Centric

Customer Focus

Product-Centric

BEFORE

Commoditized Technology Approach

NOW

Driving Innovation & Disruption

11

$0

$6

$12

$18

$24

$30

$36 $

B U

SD

MOBILITY

ENERGY

CLOUD

App-Centric vs. Product-Centric Fairchild Addresses 45% of the TAM in 2018

New

strategic

focus

areas

enable

Fairchild to

address

45% of

TAM

$24.6B TAM

2013 2018

Source: TAM – WSTS 2014 Spring Forecast (excluding standard products, such as logic)

Addressable Percentage - Fairchild Internal Data

$32.2B TAM

% of TAM addressed based on product-centric % of TAM with new strategic focus

13%

12

All companies have PRODUCTS

Good companies have STRATEGY

LINKING the two

LEADS TO a

GREAT company

50,000 ft

1,000 ft

13

13

50,000 ft

1,000 ft

CLOUD ENERGY MOBILITY

25vFET 100vFET 600vFET GATE DRIVER MUX INTEGRATED SOLUTION WIRELESS IC DIODE FUEL GAUGE

CHARGER

Systems solutions

that serve the

needs

Technologies that

build the systems

50 product ideas

Power System in

Package,

Sensing Systems,

Intelligent Sensors

Today

Application Themes: Customer Empathy

14

Controller IP

Isolation IP

LV/MV FET IP Packaging IP

Driver IP

Sensor IP

HV FET IP

COMPETITOR

14

Power Systems Landscape

15

Controller IP

Isolation IP

LV/MV FET IP HV FET IP

Sensor IP

Driver IP

Packaging IP

Controller IP

Isolation IP Sensor IP

Driver IP

HV FET IP LV/MV FET IP

15

Power Systems Landscape

16

Megatrend/Insight Datacenter operators care about total cost of operations (i.e. end-end efficiency)

Application

Technology

Fairchild Differentiation

Market Potential $700M in 2018

Strategy to Revenue Datacenter

High Voltage

IGBT

Med Voltage

MODULE

Low Voltage

MODULE

Competitor 1 Competitor 2

Fairchild = End-to-End Solution Provider

Competitor 3

17

Megatrend/Insight Consumers don’t want to think about charging

Application Mobile, Phone, & Tablet

Technology Adaptive, Smart-Charging ICs

Design In 2015 Large Chinese Mobile Customer — Fairchild Total System Solution Fairchild communications protocol enables customers to provide a total system solution, from wall AC adaptor to battery.

Market Potential $3.8B in 2018

Strategy to Revenue Wall to Battery (W2B)

18

Megatrend Reduce vehicle CO2 emissions through electrification

Insight 48V Technology allows OEMs to reduce losses and provides better return ($ spent / CO2 reduction)

Application of Focus Mild hybrid

Technologies High-performance power modules SPM®

Design In 2015 3 Tier 1, 4 OEM in 3 continents

Market Potential $2.1B in 2018

Strategy to Revenue Automotive

19

Megatrend/Insight Autonomous machine control

Application Industrial internet of things and wearables, from drones, robotic vacuums to technical clothing

Technology MTi family: 3D motion hardware and software modules

Target Customer Broad industrial applications and wearables

Market Potential $1.4B* in 2018

Strategy to Revenue Motion Tracking

* Does not include Smart Phone applications

20

Marketing & Sales Overview

21

Sales Overview

• Foundation — New sales strategy

• People — New leaders, skills, mindset

• Deployment — New growth opportunities

• Execution — New customer engagement model

22

Foundation New Sales Strategy

• DEMAND CREATION - Design In/Win — shift coverage to R&D

- System approach — understand the application

- Customer empathy — fill a latent need, solve a problem

• CLOSER TO CUSTOMERS - Proximity — quick response

- Adaptive — fragmented customer base

- Agile — early engagement with emerging customers

• ACCOUNTABILITY - Revenue accountability moved to design origin

- Pay on results — new sales bonus on design-in, revenue growth

23

• NEW SKILLS – VALUE ADDED TO CUSTOMERS

- More technical sales – EE

- More Field Applications Engineers (FAE) – FAE as application experts

• NEW MINDSET – PROACTIVE, DRIVE DEMAND

- More field-based people, less operations

- Relationship-builders

People New Leaders, Skills, Mindset

JOSEPH KARIM Americas VP

22 years Atmel, Intersil, ADI

ANDY LAI China VP 22 years

ADI, NSC, TI

ANDREAS HAMMER EMEA VP 16 years SiLabs, TI

JOSEPH NOTARO Motion Tracking VP

22 years STM

WEI LI Taiwan GM

20 years Lucent, Maxim

• RAISING THE BAR – NEW LEADERSHIP TEAM

24

Resources Best Deployed

• Increase investment on most significant markets

- China

- Germany

- Silicon Valley

• Shift resources to most promising opportunities

- Generated revenue vs. transacted revenue locations

- Invest where the growth will be vs. where revenue is today

- Aligned company focus segments

• Expand customer base

- More in fragmented markets: (i.e. Industrial, Auto)

- Emerging segments and customers: (i.e. Wearables)

- Mass market

25

Resources Go-to-Market

ASSIGNED

ACCOUNTS

MASS MARKET

LONG TAIL

Growth

Potential

• Biggest growth opportunity

• Focus, depth — 80% of resources

• Demand creation

• More customers

• Leveraging distribution

• More engineers

• Leverage the web & catalog distributors

• Build brand awareness

26

New Customer Engagement

• CUSTOMERS DRIVE PRODUCT DEFINITION - System expertise provides unique insight - FAE conduit of customer pain points

• INCREASE COMPLETE RECEIVED VALUE

- Product to solution, design expertise - Supply chain excellence - No EOL policy

• RELATIONSHIPS MAKE A DIFFERENCE

- Attention to every customer - Focus on customer empathy

27

• CLOUD & TELECOM - Move to IC & System approach - More strategic engagement - Growth acceleration

• MOBILE POWER & W2B - Full end-end solution - Huge value to customer - Major ASP increase YR13 Y14 $M Y15 $M Y16 $M

Others

Mobile Power & W2B

Cloud & Telecom

Source: Fairchild Internal Data

Execution Customer Showcase Relationship, Focus, System Approach Drives Growth

28

Marketing Overview

• New Brand

• New Go-to-Market

• Success

• Customer Count

29

Why Reposition The Brand?

• Brand history: older company & commodity sales Stagnation in customer growth & revenue

• A new Fairchild brand Energize employees

Attract top-notch engineering & sales talent

Grow relationships with design engineers

• Long-Tail customers create innovative products

30

Old brand identity

2013

31

New Brand Identity

2014

32

New Branding ―Xiantong‖ in China

• Historical significance

• Strong awareness

• Positive connotation

33

New Go-to-Market Website: Optimized for Long-Tail Lead Generation

• SHIFT commodity sales content to

value-added content

• MOVE design engineers through

the entire buying journey

34

New Go-to-Market Success Via Power Seminars in 2014

• 3x new customer leads

• Scalability

Live streaming to remote locations

Post-seminar engagement

• Wider awareness

New prospects

Social media & community

Boston, MA – May 1

Taichung, Taiwan – May 15

Beijing, China – May 20

Shenzhen, China – May 22

San Jose, CA – June 3

35

New Go-to-Market Success Via Accelerating Customer Acquisition

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

# of CustomerLocations

Source: Fairchild Internal Data

36

Finance Overview

37

Highlights of the Quarter – Q2 2015

Sales were $355m, flat QoQ and -4% YoY…Distribution sell through was flat vs typical +5%

Demand was higher in mobile, industrial and appliance markets but weaker than expected for some mobile customers, China

appliance and wireless telecom as well as broad market distribution

Completed key milestones on schedule to finish the factory footprint consolidation. Project is under budget and on track to

deliver significant manufacturing cost savings beginning in the 2H 2015

Channel inventory flat QoQ to remain at 9 weeks of inventory. Fairchild maintains one of the leanest inventory positions in the

industry

Adjusted gross margin was up 160 bps to 33.2% due to higher loadings and manufacturing cost controls in the prior quarter.

Guided another solid increase to gross margin for Q3

OPEX was $100m, up 6% QoQ due to annual merit raises and equity vesting coupled with temporarily higher legal spending.

OPEX expected to be noticeably lower in Q3

Free cash flow was $34m and net cash was $95m

Repurchased >1m shares…plan to continue returning 100% of excess free cash flow in 2015

Lead times remain short and supply chain is well positioned to support turns business

38

Q3 Forward Guidance Provided at Q2 Earnings Call

• Sales expected to be $355 – 375m

• Gross margin expected to be 34 – 35% due primarily to lower

manufacturing unit costs and improved product mix

• R&D and SG&A forecast at $95 to 97m

• Adjusted tax rate forecast to be between 12% +/-3%

39

Adjusted Revenue & GM%

0.0%

7.0%

14.0%

21.0%

28.0%

35.0%

42.0%

200.0

250.0

300.0

350.0

400.0

450.0

500.0

Adj G

M %

Reve

nue

(M$)

Revenue Adj Gm%

40

Adjusted EPS

$0.19

$0.17

$0.27

$0.06

($0.32)

($0.03)

$0.12

$0.23 $0.25

$0.40

$0.42

$0.45

$0.39

$0.41

$0.34

$0.15

$0.06

$0.14

$0.25

$0.10

($0.02)

$0.01

$0.17

$0.11

$0.04

$0.20

$0.28

$0.10

$0.11

$0.12

($0.40)

($0.30)

($0.20)

($0.10)

$0.00

$0.10

$0.20

$0.30

$0.40

$0.50

Adj E

PS $

Includes Equity Comp

41

4 Qtr Rolling Adjusted EPS

$0.23

$0.24 $0.24

$0.17

$0.05

$(0.01)

$(0.04)

$0.00

$0.14

$0.25

$0.33

$0.38

$0.42 $0.42

$0.40

$0.32

$0.24

$0.17

$0.15 $0.14

$0.12

$0.09

$0.07 $0.07

$0.08

$0.13 $0.16

$0.16

$0.17

$0.15

$(0.10)

$-

$0.10

$0.20

$0.30

$0.40

$0.50

Adj E

PS $

42

Disciplined Asset Management

• Balance sheet summary:

• Cash and investments exceed debt by $95m

• Internal inventory up $22m to 111 DOI…target range 100 – 110 DOI

• DSO decreased seasonally QoQ to 40 days

• Days of payables increased QoQ to 44 days

• FCF was $34m

• Primary focus remains investing in our business and funding stock buyback

• Repurchased >1m shares of stock in Q2

• Plan to return 100% of excess FCF to investors in 2015

43

Free Cash Flow

($40)

($20)

$0

$20

$40

$60

$80

$100

Free

Cas

h Fl

ow $

M

44

4 Qtr Rolling FCF % Revenue

(2.0%)

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

($10)

$0

$10

$20

$30

$40

$50

$60

% o

f Rev

enue

4 Q

tr R

ollin

g Fr

ee C

ash

Flow

$M

4Qtr Rolling Avg % to Revenue

45

Debt Composition

0

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1997 1999 2001 2007 2008 2009 2010 2011 2012 2013

Drawn Revolver Term Loan Convert High Yield

46

Net Debt and Interest Trend

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

8.0%

9.0%

-$700.0

-$600.0

-$500.0

-$400.0

-$300.0

-$200.0

-$100.0

$0.0

$100.0

$200.0

$300.0

Net Cash Interest % of Revenue

47

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