INVESTOR PRESENTATION April 2016

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 2

Fairchild Overview

3

Fairchild Today… Fairchild Semiconductor 2015 Revenue $1.37B Analog Power & Signal Solutions Group (APSS)

Switching Power Solutions (SPS)

Standard Products Group (SPG)

(28% of 2015 Revenue)

(58% of 2015 Revenue)

(14% of 2015 Revenue)

Mobile Power Conversion Motion Tracking

Automotive HV MOSFET, IGBT & SPM LV & MV MOSFET Cloud

Standard Discrete, Analog & Logic Optoelectronics

Innovative analog power, signal and sensor solutions

Highly efficient discrete and integrated power management solutions

Essential functions for key customers

4

Markets That Drive Our Business • 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” 5

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

6

Building a Great Company • Solid operations org is key foundation

BUSINESS UNITS

• Sales & marketing as well as technology also well in place • Business units key focus now

TECHNOLOGY SALES & MARKETING OPERATIONS 7

Our Culture RESPECT

DIRECT

EXCEL

PLAY DELIGHTED CUSTOMER

WORLDCLASS COMPANY

ENGAGED EMPLOYEE CHALLENGE

SPEED

EXPLORE

SIMPLIFY

8

Fairchild Solutions

9

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

10

Mobile System Solutions IP Leadership IP Development

Travel Adapter

Cable Communication protocol

Headset Accessory

OVP/OCP MUS

Battery charger

Fuel gauge

PoL Power

Type-C

Analog switch

Audio jack detection

Application processor

Load switch

Audio Codec

Battery protection

Sensor processor

Camera processor

Handset Power or Signal Control or Command 11

Switching Power Solutions Group Auto, iFET, SPG Discrete Power Solutions Group

Automotive BU

iFET BU

SPG BU

Design

PE/TE

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 12

iFET Market Solutions

World Class LV and MV FETs N-Channel P-Channel

Efficient Fast Switching Lowest RDS

Singles Duals Extended Temp

DC to AC Integrated Energy Inversion

DC to DC Integrated Power Delivery

Power Tools, Pumps, Fork lifts, small e-vehicles, Solar and UPS

Telecom, Computing, Industrial Automation, Mass Market

MV FETs MV Gate Driver+FET

LV & MV SPS, PoL, Load Switch

13

Automotive Power Solutions 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 Body load control

FCS Engine Management: Ignition, Glow Plug Injector control and supply

HID Lighting

El. Parking Brake

Engine Cooling Transmission and Gearbox

FCS Electric Power Steering

Electric Pumps (Water, Fuel, Oil) Traction Inverters, DC/DC in HEV / EV

Brake Systems (ABS, ESC) Already worldwide leading solution 14

High Voltage High Voltage Business Unit 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

Power Supply System

IH/MWO, Welding Lighting, EV Charger, Small HA and Consumer

Telecom, Server, Other Computing and Charger/Adapter

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.

15

Air-Conditioner System Solutions BLDC Motor (Compressor)

AC Input

PFC Control IC Inverter for Compressor (Motion SPM)

IP Leadership

Current, Voltage Sensor

Motor Drive IC

PFC (PFC SPM)

Microprocessor Power Supply Inverter for Fan (Motion SPM)

BLDC Motor (Fan)

Power or Signal Control or Command 16

PV Inverter System Solutions IP Leadership

DC Input

Junction Box

DC-DC

DC-AC

Gate Driver

Gate Driver

AC Output / Grid

String Combiner Box

Aux PS

Energy Storage System

Controller/ DSP

Power or Signal Control or Command 17

Welding Power System Solutions IP Leadership

AC Input

Bridge Rectifier

2nd

PFC

Inverter

LS driver

PWM Controller / DSP

Rectifier

PFC Controller 2nd Inverter

PWM Controller

Aux PS

DC Output

AC Output

PWM Controller

Power or Signal Control or Command 18

AC-DC Power System Solutions IP Leadership

AC Input

Bridge Rectifier

PFC

DC-DC

SR

LS driver

HVIC

LS driver

PFC Controller / DSP

PWM/PFM Controller / DSP

SR Controller / DSP

Aux PS

DC Output

PWM Controller

Power or Signal Control or Command 19

Key Product Verticals

•

Automotive

•

Lighting

•

Motion Tracking

•

Cloud & Telecom

•

Mobile Power & Interface

•

Wall-To-Battery

•

Renewable Energy

•

Motor Control

•

Portable Consumer 20

Fairchild’s Design Pillars

Expert Resources

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

Design Tools

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

System Integration

• System Integration Packaging, multi-chip, feature-rich devices/modules

Technology

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

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

ALTERNATIVE ENERGY

CLOUD

LIGHTING

MOTOR CONTROL TRAVEL ADAPTERS

MOBILE

AUTOMOTIVE 22

Unique Design Options For LV to HV Products • 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

1 mW

1 kW

• Advanced packaging options

23

Expert Technical Assistance & Design Support • 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. 24

Manufacturing Control = Reliable Delivery • 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. 25

Quality That Exceeds Expectations

EXCELLENCE

Continuous Improvement

• Major focus on reliability development • Certified I6949 factories • Laser focus on customer delight

Implementation

• In-region customer quality engineering & FA support Philosophy

26

R&D Kista, Sweden Xsens The Netherlands

Corporate HQ San Jose, CA Product Design, Support Irvine, CA

EMEA Sales & Apps Munich, Germany Fab S Portland, ME Product Design Support Bedford, NH Fab Mountain Top, PA

Sales, R&D Seoul, Korea Assembly & Test Suzhou, China

Power Solutions Center Dallas, TX

Fab Bucheon, Korea Sales Tokyo, Japan Sales Osaka, Japan Head of Greater China Sales Shanghai, China Sales, R&D Taiwan Assembly & Test Cebu, Philippines

Asia Pacific Sales Hong Kong Power Solutions Center, Sales Shenzhen, China

WW Manufacturing, Sales, R&D and Support 27

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

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

28

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

One plan – capacity, materials, inventory, resource planning linked to one integrated plan – customer success 29

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

30

Fairchild’s No EOL Policy • 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

31

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 33

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 34

Resources Go-to-Market • •

Growth Potential

ASSIGNED ACCOUNTS

•

Biggest growth opportunity Focus, depth — 80% of resources Demand creation

MASS MARKET

• •

More customers Leveraging distribution

LONG TAIL

• •

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

36

Execution Customer Showcase Relationship, Focus, System Approach Drives Growth

• 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

Others Mobile Power & W2B Cloud & Telecom

YR13

Y14 $M

Y15 $M

Y16 $M

Source: Fairchild Internal Data

37

Finance Overview

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Highlights of the Quarter – Q1 2016  Sales were $327M, +3% QoQ and -8% YoY  Order rates improved in Q1 and remain strong in the first weeks of Q2  Demand was higher in the automotive, appliance, enterprise computing and industrial end markets. Mobile demand was affected by a short-term inventory correction at one customer offset by strength in others. We expect strong mobile demand in Q2  Adjusted gross margin was down 190 bps to 31% due to lower factory loadings as we reduced internal inventory by $20M QoQ  OPEX was $85M, down 1% QoQ due to the impact of OPEX expense reduction program announced in late Q3 partially offset by seasonal increases in higher payroll taxes and less vacations  Free cash flow was a 4M and net cash was $75M  Lead times remain short and supply chain is well positioned to support turns business

39

Revenue ($M)

Adjusted Revenue & GM% 500.0

42.0%

450.0

35.0%

400.0

28.0%

350.0

21.0%

300.0

14.0%

250.0

7.0%

200.0

0.0%

Revenue

Adj GM%

40

Adjusted EPS $0.50

$0.45 $0.42 $0.40

$0.40

$0.41 $0.39 $0.34

$0.30

$0.27 $0.23 $0.20

$0.28

$0.25 $0.25

$0.20

$0.19

$0.20

$0.17 $0.17

Adj EPS $

$0.15

$0.14

$0.12

$0.12

$0.10

$0.10

$0.11

$0.10

$0.10 $0.11

$0.11

$0.06 $0.06

$0.01

$0.04

$0.00

($0.03)

($0.02)

($0.10)

($0.20)

($0.30)

($0.32)

Includes Equity Comp ($0.40)

41

4 Qtr Rolling Adjusted EPS $0.50

$0.42 $0.40

$0.42 $0.40

$0.38

$0.33

$0.32

Adj EPS $

$0.30

$0.24

$0.25

$0.24

$0.24

$0.23 $0.20

$0.17

$0.17

$0.16

$0.17 $0.14

$0.15

$0.15

$0.14

$0.13

$0.13

$0.12 $0.10

$0.16

$0.13

$0.13

$0.09 $0.08 $0.07

$0.05 $(0.01) $-

$0.07

$0.00

$(0.04)

$(0.10)

42

Disciplined Asset Management •

Balance sheet summary: • Cash and investments exceed debt by $75m • Internal inventory reduced by $20m QoQ • DSO in normal seasonal range at 42 days • Days of payables decreased QoQ to 37 days

•

FCF was $4m

•

Primary focus remains investing in our business

43

Free Cash Flow $100

$80

Free Cash Flow ($M)

$60

$40

$20

$0

($20)

($40)

44

4 Qtr Rolling FCF % Revenue $60

14.0%

12.0%

10.0% $40

8.0% $30 6.0% $20

% of Revenue

4 Qtr Rolling Free Cash Flow ($M)

$50

4.0%

$10 2.0%

$0

0.0%

($10)

(2.0%) 4Qtr Rolling Avg

% to Revenue

45

Debt Composition 1,200,000

1,000,000

800,000

600,000

400,000

200,000

0 1997

1999

2001

2007

Drawn Revolver

2008 Term Loan

2009 Convert

2010

2011

2012

2013

High Yield 46

Net Debt and Interest Trend $300.0

9.0%

$200.0

8.0%

$100.0 7.0%

$0.0 6.0% -$100.0 5.0% -$200.0 4.0% -$300.0 3.0% -$400.0

2.0% -$500.0

1.0%

-$600.0

-$700.0

0.0%

Net Cash

Interest % of Revenue

47

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THANK YOU