INVESTOR PRESENTATION

January 2016

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.comUpdated 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 Semiconductor2015 Revenue $1.37B

Analog Power & Signal Solutions Group (APSS)

(28% of 2015 Revenue)

Mobile Power ConversionMotion Tracking

Innovative analog power, signal and sensor solutions

Switching Power Solutions(SPS)

(58% of 2015 Revenue)

AutomotiveHV MOSFET, IGBT & SPM

LV & MV MOSFETCloud

Highly efficient discrete and integrated power management

solutions

Standard Products Group (SPG)

(14% of 2015 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 progressAutomotive, Supply Chain, Assembly & Test

• Recruiting & upgrading in areas of weaknessSales & Marketing, Fab Operations, Engineering

• Opportunistically adding talentStrategy, 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 Solutions

10

Analog Power & Signal Solutions Group

Mobility, LED and Offline Power

USB/Power/ Analog Switches Point of Load

Battery Management

SystemsTravel Adapter LED Offline/Aux

Power

Fairchild is committed to the Power Conversion/Controller Market• ~ 300 Product Line personnel• ~ 30% of total Fairchild revenue • All AC-DC and Low-Power DC-DC product lines consolidated to

provide system solutions

11

Mobile System Solutions

Travel Adapter

Fuel gauge

Application processor

Audio Codec

PoL Power Battery protection

Battery charger

OVP/OCP MUS

Type-C

Analog switch Load switch

Audio jack detection

Power or SignalControl or Command

IP Leadership

IP Development

Headset Accessory

Cable Communication

protocol

Sensor processor

Camera processor

Handset

12

Auto, iFET, SPGDiscrete Power Solutions Group

Automotive BU iFET BU SPG BU Design PE/TE

Switching Power Solutions Group

Highly focused on core building block differentiation• > 40% of total Fairchild revenue • Combined eng. resources for discrete design & product/test engineering• Tightly connecting with TD – strategic decisions for next LV/MV/HV technologies

Discrete Power Solutions – we want customers to think 1st of Fairchild• Best-in-class discrete technologies – product definition efforts include strategic analysis • Focus on system solutions – supported by top applications & system engineering specialists

13

iFET Market Solutions

DC to ACIntegrated

Energy Inversion

Power Tools, Pumps, Fork lifts, small e-vehicles,

Solar and UPS

MV FETsMV Gate Driver+FET

DC to DCIntegrated

Power Delivery

Telecom, Computing, Industrial Automation,

Mass Market

LV & MVSPS, PoL, Load Switch

World Class LV and MV FETs

N-ChannelP-Channel

SinglesDuals

Extended Temp

Efficient Fast Switching

Lowest RDS

14

Automotive Power Solutions

FCS Engine Management:Ignition, Glow PlugInjector control and supply

HID Lighting

Brake Systems (ABS, ESC)Electric Pumps (Water, Fuel, Oil)Traction Inverters, DC/DC in HEV / EV

FCS Electric Power Steering

El. Parking Brake

Transmission andGearbox

Engine Cooling

Body load control

Already worldwide

leading solution

Market Trend: More stringent CO2 emissions regulations & favorable incentivesFairchild Mission: Making the world a cleaner and smarter place by providing solutions

in support of energy efficient applications

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High Voltage

Motor Control System

Major HA, HVAC, Indus. Inverter, Fan Motor, Pump and

Power Tool

Industrial Power System 1

Renewable Energy, UPS, ESS and Other Industrial Markets

Industrial Power System 2

IH/MWO, Welding Lighting, EV Charger, Small

HA and Consumer

Power Supply System

Telecom, Server, Other Computing and

Charger/Adapter

High Voltage Business Unit

HV BU is competitive and streamlined organization• 81 Product Line direct and dedicate personnel• 27% of corporate revenue• 42% of corporate NPI #Key market segments of HV inverter, HV AC/DC and MV DC/DC are addressed by our technology of SPMs, Solar HPMs, FS IGBTs, SJ MOSFETs and diodes.

16

Air-Conditioner System Solutions

MicroprocessorPower Supply

IP Leadership

PFC(PFC SPM)

Inverter for Compressor

(Motion SPM)

Inverter for Fan(Motion SPM)

Motor Drive IC

PFC Control IC

Current, Voltage Sensor

AC Input

BLDC Motor (Fan)

BLDC Motor (Compressor)

Power or SignalControl or Command

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PV Inverter System Solutions

DC-DC DC-AC

Power or SignalControl or Command

IP Leadership

DC Input

AC Output /Grid

Gate Driver

Controller/ DSP

String Combiner Box

Energy Storage System

Gate Driver

Junction Box

Aux PS

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Welding Power System Solutions

Inverter

LS driver

2nd RectifierPFCBridge Rectifier

Power or SignalControl or Command

AC InputDC

Output

Aux PS

PFC Controller

PWM Controller/ DSP

PWMController

2nd Inverter

AC Output

PWM Controller

IP Leadership

19

AC-DC Power System Solutions

DC-DC

LS driver

SRPFCBridge Rectifier

Power or SignalControl or Command

AC InputDC

Output

Aux PS

PFC Controller / DSP

LS driver

SR Controller/ DSP

HVIC

PWM/PFMController

/ DSP

PWMController

IP Leadership

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Key Product Verticals

• Automotive• Cloud & Telecom• Renewable Energy

• Lighting• Mobile Power & Interface• Motor Control

• Motion Tracking• Wall-To-Battery• Portable Consumer

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• TechnologyLeading products and processes development to address worldwide power trends in energy, mobility and the cloud

• System IntegrationPackaging, multi-chip, feature-rich devices/modules

• Design ToolsFull library of growing system reference designs and robust online design simulation suite

• Expert ResourcesPower systems technologists, Factory trained Power FAEs, regional Power Solution Centers to complete your design

Fairchild’s Design Pillars

Tech

nolo

gy

Syst

em

Inte

grat

ion

Des

ign

Tool

s

Expe

rt

Res

ourc

es

22

Focused on fast-growing trends in wireless, energy convergence, cloud, and mobile for greater energy efficiency in key areas:

AUTOMOTIVE

Pioneering Efficient Energy Consumption

ALTERNATIVEENERGY

CLOUD LIGHTING MOBILE

TRAVEL ADAPTERSMOTOR CONTROL

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• Innovative “source-to-system” power technologies

• Discretes, IC’s, SoC’s and PSiP’s• Battery powered (Li ion) to 1700V

(wind turbine) applications• 24/7 access to easy-to-use web

design tools• Advanced packaging options

1 kW1 mW

Unique Design Options For LV to HV Products

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• Shortest time from idea-to-silicon• Customizable functions,

packaging, form factor options• Power Solution Centers• Regional design teams,

local FAEs• Web-Based Design Tools• Focused Application Seminars

Fairchild helps customers optimize, qualify and complete designs for a time-to-market advantage.

Expert Technical Assistance & Design Support

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• Fabs• South Portland, Maine, USA• Mountaintop, Pennsylvania, USA• Bucheon, South Korea

•Test & Assembly• Cebu, Philippines• Suzhou, China

Global manufacturing, test and assembly sites support your need for flexibility, quality, service and consistent supply.

Manufacturing Control = Reliable Delivery

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Quality That Exceeds Expectations

• Major focus on reliability development

• Certified I6949 factories• Laser focus on customer

delight• In-region customer

quality engineering & FA support

BUILD IN

RELIABILITY & TECHNOLOGY

TIGHTENING

MANUFACTURING

PROCESS

DEDICATED

TEAM

Philosophy

Implementation

Continuous Improvement

EXCELLENCE

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WW Manufacturing, Sales, R&D and Support

Corporate HQSan Jose, CA

Product Design, SupportIrvine, CA

Power Solutions CenterDallas, TX

FabS Portland, MEProduct Design SupportBedford, NHFabMountain Top, PA

R&DKista, Sweden

Assembly & TestSuzhou, China

Sales, R&DSeoul, Korea

SalesTokyo, Japan

Sales, R&DTaiwan

Head of Greater China SalesShanghai, China

Assembly & TestCebu, Philippines

Asia Pacific SalesHong Kong

Power Solutions Center, SalesShenzhen, China

XsensThe Netherlands

FabBucheon, Korea

EMEA Sales & AppsMunich, Germany

SalesOsaka, Japan

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• Worldwide distribution• Design & supply chain excellence• Order parts, samples, eval kits online• Expedited shipping and service• Technical seminars, training, events

Distribution—Critical Fairchild PartnerStrong focus on emerging broad market customers

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One plan – capacity, materials, inventory, resource planning linked to one integrated plan – customer success

Supply Chain Excellence

• Speed Responsiveness & Transparency• Contingency plans, risk resiliency• IT connected to external partners• Cost-effective transportation management• Inventory programs, scenario planning

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Speed ResponsivenessIndustry Leading Lead Times

• Record-level and industry leading

on-time delivery due to speed, transparency, flexibility and collaboration

• Reduced 50% from 1 year ago• 85% of Fairchild products ship

within 6 weeks

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• Best-in-class “no obsolescence” policy• Secures supply in legacy designs

• If required to discontinue production• Enhanced lifetime supply• 12 months after EOL notice to place orders• Plus 12 months to take delivery

Fairchild’s No EOL Policy

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Marketing & Sales Overview

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Sales Strategy Foundation

• 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

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ResourcesBest 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

35

ResourcesGo-to-Market

ASSIGNEDACCOUNTS

MASS MARKET

LONG TAIL

GrowthPotenti

al

• Biggest growth opportunity

• Focus, depth — 80% of resources

• Demand creation

• More customers• Leveraging distribution

• More engineers• Leverage the web & catalog

distributors• Build brand awareness

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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

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• 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

#REF!

Cloud & Telecom

Source: Fairchild Internal Data

Execution Customer ShowcaseRelationship, Focus, System Approach Drives Growth

25%35%

$0.10 to $1.05

38

Finance Overview

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Highlights of the Quarter – Q4 2015

Sales were $317M, -7% QoQ and -6% YoY…Full year 2015 sales were $1.37B, -4% compared to 2014

Distributors ordered less than consumption leading to moderate reduction in channel inventory

Q4 guidance assumed flat channel inventory…had distributors order in line with consumption Fairchild’s Q4 sales would have been in the middle of our guidance range

Demand was higher in the automotive market, solid for enterprise computing and telecom but weaker than expected for China industrial, appliance and consumer markets. Mobile demand was also lower due to weakness at one previously large customer partially offset by greater content and unit sales at two other leading mobile customers

Adjusted gross margin was down 110 bps to 33% due to lower factory loadings

OPEX was $86M, down 3% QoQ due to the impact of OPEX expense reduction program announced in late Q3

Free cash flow was a 37M and net cash was $83M

Repurchased 5.8M shares at an average price of $16.55 for the full year 2015

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

40

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

Rev

enue

(M$)

Revenue Adj GM%

41

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

$0.20

$0.11

($0.40)

($0.30)

($0.20)

($0.10)

$0.00

$0.10

$0.20

$0.30

$0.40

$0.50

Adj

EPS

$

Includes Equity Comp

42

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

$0.13 $0.13

$(0.10)

$-

$0.10

$0.20

$0.30

$0.40

$0.50 A

dj E

PS $

43

Disciplined Asset Management

• Balance sheet summary:• Cash and investments exceed debt by $83m• Internal inventory flat in $ QoQ • DSO in normal seasonal range at 38 days• Days of payables decreased QoQ to 47 days

• FCF was $37m • Primary focus remains investing in our business and funding stock buyback

• Repurchased 5.8m shares of stock in 2015

44

Free Cash Flow

($40)

($20)

$0

$20

$40

$60

$80

$100

Free

Cas

h Fl

ow $

M

45

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

46

Debt Composition

1997 1999 2001 2007 2008 2009 2010 2011 2012 20130

200,000

400,000

600,000

800,000

1,000,000

1,200,000

Drawn Revolver Term Loan Convert High Yield

47

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

48

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