INVESTOR

PRESENTATION

August 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.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

2015 Revenue $1.37B Analog Power & Signal Solutions Group

(APSS)

(28% of 2015 Revenue)

Mobile

Power Conversion

Motion Tracking

Innovative analog power, signal and sensor solutions

Switching Power Solutions

(SPS)

(58% of 2015 Revenue)

Automotive

HV MOSFET, IGBT & SPM

LV & MV MOSFET

Cloud

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 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 Solutions

10

Analog Power & Signal Solutions Group

Mobility, LED and Offline Power

USB/Power/ Analog Switches

Point of Load Battery

Management Systems

Travel 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 Signal Control or Command

IP Leadership

IP Development

Headset

Accessory

Cable

Communication

protocol

Sensor

processor

Camera

processor

Handset

12

Auto, iFET, SPG

Discrete 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 AC

Integrated

Energy Inversion

Power Tools, Pumps, Fork

lifts, small e-vehicles, Solar

and UPS

MV FETs

MV Gate Driver+FET

DC to DC

Integrated

Power Delivery

Telecom, Computing,

Industrial Automation,

Mass Market

LV & MV

SPS, PoL, Load Switch

World Class

LV and MV FETs

N-Channel

P-Channel

Singles

Duals

Extended Temp

Efficient Fast

Switching

Lowest RDS

14

Automotive Power Solutions

FCS Engine Management:

Ignition, Glow Plug

Injector 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 and

Gearbox

Engine Cooling

Body load control

Already worldwide

leading solution

Market Trend: More stringent CO2 emissions regulations & favorable incentives

Fairchild Mission: Making the world a cleaner and smarter place by providing solutions

in support of energy efficient applications

15

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

Microprocessor Power 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 Signal Control or Command

17

PV Inverter System Solutions

DC-DC DC-AC

Power or Signal Control 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

18

Welding Power System Solutions

Inverter

LS driver

2nd Rectifier PFC Bridge

Rectifier

Power or Signal Control or Command

AC Input DC

Output

Aux PS

PFC Controller

PWM Controller

/ DSP

PWM

Controller

2nd

Inverter

AC

Output

PWM Controller

IP Leadership

19

AC-DC Power System Solutions

DC-DC

LS driver

SR PFC Bridge

Rectifier

Power or Signal Control or Command

AC Input DC

Output

Aux PS

PFC Controller /

DSP

LS driver

SR Controller

/ DSP

HVIC

PWM/PFM

Controller

/ DSP

PWM

Controller

IP Leadership

20

Key Product Verticals

• Automotive

• Cloud & Telecom

• Renewable Energy

• Lighting

• Mobile Power & Interface

• Motor Control

• Motion Tracking

• Wall-To-Battery

• Portable Consumer

21

• Technology

Leading products and processes development to

address worldwide power trends in energy, mobility

and the cloud

• System Integration

Packaging, multi-chip, feature-rich

devices/modules

• Design Tools

Full library of growing system reference designs and

robust online design simulation suite

• Expert Resources

Power systems technologists, Factory trained

Power FAEs, regional Power Solution Centers to

complete your design

Fairchild’s Design Pillars

Tech

no

log

y

Syste

m

Inte

gra

tio

n

Desig

n T

oo

ls

Exp

ert

Reso

urc

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

ALTERNATIVE

ENERGY CLOUD LIGHTING MOBILE

TRAVEL ADAPTERS MOTOR CONTROL

23

• 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 kW 1 mW

Unique Design Options For LV to HV

Products

24

• 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

25

• 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

26

Quality That Exceeds Expectations

• Major focus on reliability

development

• Certified I6949 factories

• Laser focus on customer

delight

• In-region customer

quality engineering & FA

support Philosophy

Implementation

Continuous

Improvement

EXCELLENCE

27

WW Manufacturing, Sales, R&D and Support

Corporate HQ San Jose, CA

Product Design, Support Irvine, CA

Power Solutions Center Dallas, TX

Fab S Portland, ME

Product Design Support Bedford, NH

Fab Mountain Top, PA

R&D Kista, Sweden

Assembly & Test Suzhou, China

Sales, R&D Seoul, Korea

Sales Tokyo, Japan

Sales, R&D Taiwan

Head of Greater China Sales Shanghai, China

Assembly & Test Cebu, Philippines

Asia Pacific Sales Hong Kong

Power Solutions Center, Sales Shenzhen, China

Xsens The Netherlands

Fab Bucheon, Korea

EMEA Sales & Apps Munich, Germany

Sales Osaka, Japan

28

• Worldwide distribution

• Design & supply chain excellence

• Order parts, samples, eval kits online

• Expedited shipping and service

• Technical seminars, training, events

Distribution—Critical Fairchild Partner Strong focus on emerging broad market customers

29

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

30

Speed Responsiveness Industry 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

31

• 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

32

Marketing & Sales Overview

33

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

34

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

35

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

36

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

37

• 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

38

Finance Overview

39

Highlights of the Quarter – Q2 2016

Sales were $350M, +7% QoQ and -1% YoY

Demand improved across broad range of end markets in Q2 and remain strong in the first weeks of Q3

Demand was higher in the mobile, appliance, enterprise computing and industrial end markets. We expect mobile

demand for our products to be particularly strong in Q3

Adjusted gross margin decreased to 30% as we recognized underutilization charges primarily from the prior quarter’s

significant inventory reduction. We increased factory loadings in Q2 in response to higher demand and expect gross

margin to improve significantly in Q3

OPEX was flat at $85M reflecting continued strong cost control

Free cash flow was a 58M and net cash was $132M

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

Reve

nue (

$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 $0.10

$0.13

($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

$0.13

$0.13

($0.10)

$0.00

$0.10

$0.20

$0.30

$0.40

$0.50

Adj

EPS

$

43

Disciplined Asset Management

• Balance sheet summary:

• Cash and investments exceed debt by $132m

• Internal inventory reduced by $11m QoQ

• DSO in normal seasonal range at 39 days

• Days of payables flat QoQ at 37 days

• FCF was $58m

• Primary focus remains investing in our business

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

% of

Rev

enue

4 Qtr

Rolli

ng F

ree C

ash

Flow

($M

)

4Qtr Rolling Avg % to Revenue

46

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

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

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Q1'16 Q2'16

Net Cash Interest % of Revenue

48

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