Fairchild Semiconductor

Investor Fact Book

2004
 Table of Contents

Welcome Letter …………………………………............................................... 3

The Power Focus …………………………………............................................... 4

Fairchild’s Power …………………………………............................................... 9

Portfolio

End Markets and …………………………………............................................... 15

Distribution

Geographic Footprint …………………………………............................................... 34

Acquisitions …………………………………............................................... 41

Financial Summary …………………………………............................................... 44

Executive Bios …………………………………............................................... 50

2
 Welcome Letter

During our regular management meetings with shareholders and potential investors, we often receive detailed
questions about our products, customers, markets, and manufacturing facilities. Because we are such a large, diverse
corporation, it is nearly impossible to address all the questions most of you have in a short face-to-face meeting. The
purpose of this fact book is to provide more details about the main elements of Fairchild’s business. This fact book will
give you a sense of what our products do, which end markets we service and who our customers are. We hope that
this information, as well as the accompanying financial summary and other publicly available information regarding our
operations and other aspects of our business are helpful to you.
- Kirk Pond
Chairman, President and Chief Executive Officer

Fairchild’s Strategy: To extend our position as the world’s leading supplier of power semiconductor products. We will
accomplish this through continued focus on the following objectives:

• Growing our Power Business through New Products & Acquisitions

– Focusing R&D on designing new power products, processes and packages… increase proprietary content
– Shifting mix to more power products, minimize non-power investment through an asset-light approach
– Looking for acquisitions that allow us to consolidate our industry, increase our power product portfolio (especially
analog), and/or increase our regional market share in Japan or Europe

• Focusing on the Fastest Growing Regions

– Leverage knowledge and expertise in the Asian market, particularly the Chinese market, to take advantage of
this fastest growing region

• Streamlining Operations and Reducing Outsourcing

– Continually reduce manufacturing costs by in-sourcing assembly/test production, consolidation of facilities and
investing in new technologies and systems

3
The Power Focus

4
 The Power Focus
Power Semiconductor Growth Drivers

Fairchild Semiconductor is focused on the power semiconductor market because of

its significant growth potential. There are a number of trends in our end markets
driving this strong growth:

• More features = need for greater power management

Products such as PC’s, notebooks, handsets and portable electronics are integrating more power
hungry features like faster processors, brighter color LCD screens, MP3 players and cameras

• Longer battery life needed in portable electronics

Battery chemistry takes years to upgrade driving manufacturers to find smarter ways to manage
and conserve power. As a consequence, power management has become the best option to
maintain/extend battery life

• Lighter, less expensive power supplies and chargers

Who wants a handset battery charger that weighs more and is bigger than the phone itself?

• Desire to improve operating costs and extend service life of consumer electronics and
appliances
Adoption of advanced multi-phase and new brushless DC electric motors that can provide variable
speeds and much greater efficiency

5
 The Power Focus
Power Semiconductor Growth Drivers

It is commonly understood that semiconductor content has been and is

projected to grow rapidly. Interestingly, power semiconductors are
projected to grow even faster – at a growth rate of 19.5% compounded
annually through 2008.
Sem i Revenue
140
120 CAGR: 12.4%
100
80
60
40
20
Power Sem i Revenue 0
10,000 2003 2008
CAGR: 19.5%
8,000
6,000
4,000
2,000
0
2003 2008

M P3 + DSC Consumer Appliances T otal Home M edia

T otal PC Automotive T otal Display
6
Source: iSuppli Apr 2004
 The Power Focus
Advantage Fairchild

Power is truly a multi-market application and therefore aligns with Fairchild’s long-term strategy of being a
leading supplier of high performance products for multiple end-markets. While many semiconductor
suppliers offer power products that address only battery management or power supplies, Fairchild stands
apart in the industry with its leading portfolio of power discrete, analog, logic, interface and optoelectronic
products which help us address power issues across the board. This leadership in comprehending power
issues is evident in the depth and breadth of our product portfolio which collectively addresses the power
needs of the various, high growth end-markets that we serve.

Power Needs… … Addressed by Fairchild

Product Families

Power Management PWM Controllers

State of the art power management solutions that address system supervision, DC/DC Controllers
battery management, thermal management Supervisory ICs
Temperature Sensors
Smart Power Modules (SPM)
Power Conversion Buck and Boost Regulators
Regulatory needs involving a wide range of voltages while minimizing power loss, AC/DC Converters
increasing efficiency, isolating circuits and reducing EMI

Power Minimization Micro-power logic, analog and discrete

Achieving high performance with less power consumption. The ability to convert components
micro amps of current into data, light, voice, images or motion

Power Distribution High Voltage MOSFETs

Distributing power across circuit boards with minimal switching losses while IGBTs
maintaining high current capability Power Switches

7
 The Power Focus
Advantage Fairchild
Our revenues from power products, expressed as a percentage of total annual sales, have grown from 9%
in 1997 to 74% in Q2 2004, making us the leader in the Power Semiconductor market.

Fairchild Semiconductor
International Rectif ier
Renesas Technology
STMicroelectronics
Texas Instruments
Toshiba
National
Inf ineon Technologies
Mitsubishi
Matsushita Electric
Analog Powe r IC
On Semiconductor Powe r Transistor
NEC Electronics
Linear Technology
Philips Semiconductors
Maxim Integrated
Vishay Intertechnology
Rohm FCS Power % of Total Sales
SANYO Electric
Freescale Semi
Intersil 71% 74%
Fuji Electric
Ricoh 54%
KEC
Micrel
Pow er Integrations
Fujitsu 9%
Sanken Electric
Mitsumi Electric
Shindengen Elec. Man.
Microsemi
1997 2001 2003 Q2 04
Seiko Instruments
Analog Devices

0 200 400 600 800 1000

8
Source:
iSuppli 2003
Fairchild’s Power Portfolio

9
 Fairchild’s Power Portfolio
Power Analog

Fairchild’s analog products monitor, interpret and continuously control variable Major Analog Product Lines
functions such as light, color, sound and energy. Analog products interpret the Analog Signal Processing
unbounded gray area between 1 and 0, on and off, high and low. Digital technologies Data Conversion
require analog products to be the link between real-world signals which occur mostly Analog Interface
in the form of waves (sound, pressure, heat and light), and the digital world of 1’s and Power Management
0’s. Consequently, analog devices form the interface with the digital world and as the Thermal Management
world becomes increasingly digital, a greater reliance is placed on these devices. Timing Circuits
Fairchild provides a wide range of analog products ranging from power conversion, Key End-markets
temperature sensing and system management, to battery chargers and motor Ultra-portables
controllers. Power Supplies
Consumer Goods

Critical to portable communications or computing applications, analog circuitry is used

Major Competitors
in battery management and essential fuel gauge chips that shows you how much
National Semiconductor
power remains in a battery. Analog Voltage regulator chips insure that no matter what
Texas Instruments
level a battery’s charge is at, it supplies a constant stream of power. Fairchild’s DC-
Linear Technology
to-DC devices aid in stepping down voltages, thus ensuring that the power supplied is
Maxim Integrated Products
equal to the power needed for a device to operate optimally; this is especially
Intersil
important in computing, when one power source feeds many devices that have
differing power needs. 2003 Market Position*
#3 in Asia – Gartner
#3 World-wide – VDC
Our proprietary power switch products, FPS (Fairchild Power Switch), provide
complete off-line power converter solutions for use in power supplies and battery *Voltage Regulators and References
chargers. These MOSFET switch circuits allow devices to conserve power by
supplying power only to those applications that are in use. These power management
and conversion devices are widely used in consumer and communication end-market
applications.

10
 Fairchild’s Power Portfolio
Analog

Power Analog is one of the fastest growing segments in the power market.

WW Voltage Regulators and References

Industry Sales Revenue Growth Rates (%): 2003-2008
12,000 16 13.5
CAGR: 13.5 %
14
10,000
12 8.6
8,000
Revenues ($M)

10
6,000 8
4,000 6
4
2,000
2
0
2003 2004 2005 2006 2007 2008 0
Power Analog: Total
Voltage Regulators Semiconductor
and References

Power Analog World Wide Growth Forecast

iSuppli 2004

11
 Fairchild’s Power Portfolio
Power Discrete

Fairchild designs, manufactures and markets numerous power discrete Major Power Discrete
semiconductor solutions including power MOSFETs, Isolated Gate Bipolar Product Lines
Transistors and Rectifiers. Fairchild’s power discrete portfolio consists of products Power MOSFETs
that consume > 1 Watt of power and find extensive use in the computing, Diodes & Rectifiers
automotive, consumer, communications and industrial systems end markets. This IGBTs
wide range of power discrete products complements our power analog products to Bipolar Transistors & JFETs
provide one of the industry’s widest portfolios of power semiconductors for nearly Key End-markets/ Applications
every power application. Battery chargers
Power Supplies
White-goods – Motor Control
•Power MOSFETs are used in applications to switch, shape or transfer electricity Automotive Ignition
under varying power requirements. These products are used in a variety of high- Industrial Systems
growth applications including cellular handsets, notebook computers, disk drives,
rechargeable lithium-ion batteries, power supplies, lamp ballast, electric motors, Major Competitors
battery chargers and portable applications. Fairchild produces advanced MOSFETs International Rectifier
under our PowerTrench™ and UltraFet™ brands. Renesas Technology
Toshiba
Infineon Technologies
•IGBTs (Isolated Gate Bipolar Transistors) are high voltage power discrete devices.
ST Microelectronics
They are used in switching applications for motor control, power supplies and
automotive ignition. Ignition control IGBTs allow automotive ignition to charge more
quickly, increasing efficiency and enabling greater fuel economy. Fairchild features
2003 Market Position
the SMPS IGBT for power supplies offering fast, cost-effective operation.
#1 in Asia – Gartner
#1 World-wide - iSuppli
•Rectifiers work with IGBTs and MOSFETs in many applications to provide signal
conditioning. Fairchild’s premier power rectifier product is the Stealth™ Rectifier
providing industry leading performance and efficiencies in power supply and motor
applications.

12
 Fairchild’s Power Portfolio
Power Discrete
Power Discrete is the largest segment of the power market and Fairchild is the #1 Power
Discrete supplier in the world.

WW Power Discretes: Power Transistors Industry Sales Revenue Growth Rates (%): 2003-2008

12,000 10
CAGR: 9.6% 9.6
9.8
10,000 9.6
9.4
8,000
Revenues ($M)

9.2
9
6,000
8.8 8.6

4,000 8.6
8.4
2,000 8.2
8
0 7.8
2003 2004 2005 2006 2007 2008 Power Discrete:
Total
Power Transistors
Semiconductor

Power Discrete Market Growth

iSuppli 2004
13
 Fairchild’s Power Portfolio
Others

Fairchild’s other, non-power products include a mix of emerging Analog switches, Other Product Lines
MicroSerDes, and USB products. The balance of our non-power products are LED Lamps
Displays
managed with minimal investment to generate solid cash-flow to the company.
Optocouplers
Tiny Logic
Logic
Fairchild’s Logic Group is the third largest supplier of standard logic products worldwide.
Logic products are typically classified into mature and advanced logic segments. Mature
product families, which are typically more than five years old, exhibit lifecycles of over Major Competitors
20 – 25 years, thus continuing to generate significant revenue for Fairchild. Texas Instruments
ON Semiconductor
Philips Semiconductor
Signal Path Analog Vishay Intertechnology
Fairchild offers signal path products such as Low Ron Analog Switches, MicroSerDes,
USB Solutions, operational amplifiers and comparators, data conversion products,
video encoders/decoders, video filters and microcontroller-based system management 2003 Market Position
#3 World-wide in Std Logic
integrated circuits. These feed into a variety of end-markets such as computing,
(Source: iSuppli)
communication, consumer and automotive electronics.
Opto
Optoelectronics covers a wide range of semiconductor devices that emit, sense and
display both visible and infrared light. Fairchild’s focus on optoelectronics is aligned with
our power strategy. Products such as optocouplers are used extensively in power
supplies for feedback and voltage isolation. Our LED lamp and display products,
particularly our infra-red products which include emitters, sensors and hybrid
assemblies are key components in motion control and sensing and their use will
continue to expand as the use of wireless communication devices increases.
14
End Markets and Distribution

15
 End Markets and Distribution
Overview

Fairchild Semiconductor is a global company focused on expanding our

market share worldwide with an emphasis on the high growth Asian region
and especially China. Fairchild’s largest end market is in Asia with sales
accounting for 74% of total sales in Q2 2004.

Fairchild’s products reach their end markets through one of three ways;
the majority of sales are channeled through independent distributors. In
Q2 2004, over 66% of sales were through distributors. Fairchild’s
second largest channel is original equipment manufacturers. OEMs
accounted for about 27% of Fairchild’s sales, while a small percentage
of sales, about 7% in Q2 2004, were directly to electronic
manufacturing services providers.

16
 End Markets and Distribution
Distributors
Distributors
OEM
In Q2 2004, 27% of sales were to original equipment
Over 66% of Fairchild’s sales were to
manufacturers (OEMs)
distributors in Q2 2004. However, a significant
portion of these sales are in support of large OEMs
Top OEM Customers
that utilize distributors to manage their incoming
• Samsung
supply. Fairchild recognizes revenue upon
• LG
shipment into distributors. The majority of
• Quanta
Fairchild’s distributors operate on a “market price”
• Delta
program, which limits their ability to return a
• Siemens
product to Fairchild once they have purchased it.
• Motorola
Fairchild closely monitors and reports levels of
• Sony
worldwide distributor inventory and resales on a
quarterly basis.

Top Distributors per Region in Q2 2004 Electronic Manufacturing Services

Americas: Arrow, Future, Avnet, All American
In Q2 2004 7% of sales were to electronic
Asia: Yosun, Wintech, Teampo, Supreme, manufacturing service providers.
RDL, AV Concept
Top EMS Customers
Europe: EBV, Arrow, Future, Distar • Sanmina/SCI
• Solectron
Japan: Asahi Glass, Ryoden, USC Corp, • Celestica
Macnica • Flextronics
• Jabil
Korea: Mirai Semi, Semiplus, P&S Semi,
Mujin Elec, Samtek
17
 End Markets and Distribution
Market Share in Asia
FSC 1999 Total Power Sales Into Asia
2003 Rank $M SOM
Japan
1 Fairchild Semiconductor 623 14%
10%
Europe 2 International Rectifier 291 7%
19% AP
3 STMicroelectronics 278 6%
37%
4 National Semiconductor 250 6%
5 Texas Instruments 240 6%
6 ON Semiconductor 234 5%
7 Toshiba 223 5%
8 Vishay 208 5%
9 Intersil 173 4%
10 Renesas Technology 164 4%
Americas 11 Others 1625 38%
34%
Total 4309 100%

FSC 2003 Source: Gartner

Japan China
7% 19%

Total AP
Europe 65%
12%

Kore a
20%

Am e ricas SEA
15% 27%

Fairchild recognized Asia, early on, as the fastest growing geographic region in the world and has effectively
aligned its Power strategy to target this market. We are now the leading power semiconductor vendor in the Asia-
Pacific region and this region now generates nearly three quarters of Fairchild’s revenue.

18
 End Markets and Distribution
Market Share in Asia

Total Power Sales Into China

2003 Rank $M SOM
Asia Power Shipm ents by Country 1 Fairchild Semiconductor 181 12%
2 STMicroelectronics 124 8%
60 3 Renesas Technology 124 8%
50 4 Intersil 100 6%
5 Toshiba 99 6%
Shipment (%)

40
6 Texas Instruments 89 6%
30 7 ON Semiconductor 89 6%
20 8 International Rectifier 88 6%
9 Vishay 84 5%
10
10 Others 514 33%
0
2003 2004 2006 Total 1545 100%
Source: Gartner
China SEA Korea

Source: iSuppli, FSC

Of particular relevance is our market position in the “China Growth Engine”. Accounting for over one-third of the
semiconductor shipments to Asia, China generates close to 14% of worldwide semiconductor revenue (Source:
iSuppli 2004). Fairchild’s business focus and strategic investments have made us the leading power
semiconductor company in this enormously significant geographic market.
19
 End Markets and Distribution
End Market Penetration

Multiple End Markets - Advantages Key Power End Markets

• Maximize ROI of R&D Dollars • Computing

• Significant economies of scale • Ultraportables

through design reuse • AC/DC Power Supply and Charger Products
• Displays
• White Goods
• Automotive

Power is truly a multi-market application, which helps us to maximize the

returns from our R&D dollars and helps us realize significant economies of
scale through opportunities for design reuse as we tailor our product portfolio
to suit the power needs of our target markets.

20
 End Markets and Distribution
Computing: FCS Power Snapshot

The computing industry is rapidly transitioning Applications FCS Products

from the desktop to mobile computing. Designs
requiring lower microprocessor voltages with
higher current present new challenges for Motherboard – Notebook, • CPU, DDR & ACPI Controllers
power management and optimization. Desktop and Server System • Fast Switching Low Voltage
Fairchild’s power solutions address power Level Power Management MOSFETs
management issues in a variety of applications • Load Control MOSFETs
ranging across motherboards, graphics cards,
LCD display backlighting and battery protection Graphics Board • Fast Switching Low Voltage
circuitry. MOSFETs
• SyncFETTM MOSFETs
Display Backlighting (LCD • PWM ICs
End Market Power Semi Content Trends: Monitors) • Low Voltage, Small Package
Computing MOSFETs
3000
CAGR: 14% Offline Power Supply • PWM, Supervisory, Aux Power ICs
2500
• Bridge Rectifiers
Revenues ($M)

2000
• HV Fast Switching MOSFETs
1500 (SuperFETs)
• UltraFast Rectifiers
1000
• Optocouplers
500 • Schottky Rectifiers
0 Wireless LAN Power Amplifier • RF Power Amps
2002 2003 2004 2005 2006 2007 2008
Li-Ion Battery Protection • FLMP & BGAs
Power Transistors Regulators • MOSFETs

Source: iSuppli

21
 End Markets and Distribution
Computing: FCS Power Snapshot

Fairchild content in
Motherboards
Our expertise in providing
power solutions to computing
applications has resulted in as
many as:
8 Fairchild ICs and
21 Fairchild Power Devices
being incorporated into the
computer motherboard itself
(see green areas in the figure).

*Representative photo

22
 End Markets and Distribution
Computing: FCS Power Showcase
VRMs – The Compelling Advantage
Our VRM (Voltage Regulator Module) 10.x compliant Controller/Driver Chipset comprised of a CPU Power Controller, MOSFET
Drivers, and advanced MOSFETs provide our customers a complete, high performance, VCore power management solution.

VRM – Voltage Regulator Module PWM & Driver ICs FLMP & BGAs MOSFETs

= +
The Largest BGA
Equivalent to the
Diameter of a
Pencil !
Power BGAs

FLMPs

•Highest Thermal Efficiency in the Industry

•Higher Current Per Phase

-Fewer Phases
-Component Savings of Over 50%
23
 End Markets and Distribution
Ultraportables: FCS Power Snapshot

The convergence of numerous functions and End M arket Power Semi Content T rends:
Ultraportables
features such as those of PDAs, MP3 players and
cameras on to digital hand-sets increases the need 1400
CAGR: 3.6%
for complex yet optimal power management. Here 1200
again Fairchild offers power solutions for battery 1000

Revenues ($M)
protection, LED displays and keyboard backlighting 800
as well as for overall system level load management. 600
In addition, understanding the evolving power needs 400
of today’s ultraportable devices effectively positions 200
us for sustained leadership in power management
0
for emerging portable applications.
2002 2003 2004 2005 2006 2007 2008
Source: iSuppli
Power Transistors Regulators

Applications/Modules FCS Products

Battery Protection FLMP & BGA MOSFETs

LED Display and Keyboard Backlighting LED Backlighting

Integrated Camera Flash
System Level Power Management
High Voltage IGBTs, Camera Flash LEDs
Low Dropout Voltage Regulators
LED Driver ICs
Charge Pump ICs
RF Power Amplifiers (CDMA2000-1x or 3G)

24
 End Markets and Distribution
Ultraportables: FCS Power Showcase
Fairchild FLMP MOSFETs (FlipChip Leaded Molded Package)
– The Compelling Advantage
FLMP MOSFETs Provide a 56% Reduction in Board Area and a 27% Reduction in Height Compared to the Standard
Industry Solution

Each Handset, Digital Camera, or PDA

requires 1 MOSFET for controlling
Li-Ion Battery Charging

*
• ~$440M Ultra Portable Power SAM Growing
at ~20% / Year
• 22% Digital Camera Revenue Growth ’02/’03
• 100% Li-Ion Battery Protection Revenue
Growth ’02/’03
• 400% BGA CAGR Unit Growth ’01/’03
*Served available market
25
 End Markets and Distribution
AC/DC Power Supply and Chargers: FCS Snapshot
End Market Power Semi Content Trends:
AC/DC Power Supply and Chargers
300
The proliferation of rechargeable, battery CAGR: 3.7%
250
operated consumer products has significantly
200

Revenue ($M)
increased the demand for AC/DC power supplies
and chargers. These products are also subject to 150
demands of decreasing space and lower power 100
consumption – a need that fits in perfectly with 50
Fairchild’s focus on footprint optimization and
0
power minimization. 2002 2003 2004 2005 2006 2007 2008

Power Semiconductor Source: iSuppli

Applications/Modules FCS Products

AC/DC Power Supply • Bridge Rectifiers, Optocouplers, Schottky Rectifiers

• PWM, PFC Auxiliary Power Supply ICs, High Volt Fast Switching
MOSFETs (SuperFETs)
OR
Fairchild Power Switch (FPS)

Handset Charging Station • Bridge Rectifiers

• Fairchild Power Switch (FPS)
• Power Opto with Voltage Reference
• Schottky Rectifiers

26
 End Markets and Distribution
AC/DC Power Supplies and Chargers: FCS Showcase

Fairchild Power Switch – The Compelling Advantage

Fairchild’s industry-leading Power Switch product, enables us to offer power management solutions of outstanding
energy efficiency to power supplies and charging stations.

OR = + + +
Power Opto
Fairchild with Voltage Schottky
Bridge Power Switch Rectifiers
Rectifiers “Green Power” Reference

TYPICAL POWER CONSUMED DURING STANDBY 1.84 Watts

TYPICAL POWER CONSUMED WITH FAIRCHILD’S GREEN FPS 0.29 Watts
POWER SAVED 1.55 Watts
Power Savings of Over 80% !

~$420M Charger Power SAM Growing at ~6%

15% Fairchild AC/DC Power Supply & Charger Revenue Growth ’02/’03
20% Fairchild Power Switch Revenue Growth ’02/’03
27
 End Markets and Distribution
Displays: FCS Power Snapshot
End Market Power Semi Content Trends:
Displays
The digital media revolution has resulted in convergence 1000
among displays and the transition from CRT to Flat CAGR: 10.7%
Panel Displays (LCD and Plasma). Fairchild’s 800

Revenue $M
broadbased power product portfolio consisting of PWM 600
ICs, Low Voltage MOSFETs, PFC and Power Supply
ICs, UltraFast Rectifiers and SuperFETs suitably support 400
the power management needs of functions such as 200
digital display control and backlighting, that characterize
these new generation displays. 0
2003 2004
Source: FCS Estimates

LCD Tvs LCD Monitor

Applications/Modules FCS Products

CCFL (Cold Cathode Fluorescent) Display • PWM ICs

Backlighting (LCD) • Low Voltage MOSFETs

Plasma Display Panel Power Supply • Bridge Rectifiers

• PWM, PFC, Aux Power Supply ICs
• UltraFast Rectifiers
• HighVolt Fast Switching MOSFETs
• OptoCouplers
• Schottky Rectifiers

28
 End Markets and Distribution
Displays: FCS Power Showcase

Fairchild Plasma Display Panel Module – The Compelling Advantage

Fairchild’s Plasma Display Panel module offers extraordinary space savings while continuing to provide superior
power management in display applications.

• 1 Plasma Display Module Replaces Over 50

Components

• Minimum 2 Modules/System

• Up to 8 Modules / System for Larger Displays

• Over 90% Space Savings vs. Discrete Designs

• Reduces component placements / insertions by

96%

~$210M Flat Panel Display Power SAM Growing at ~43% / Year

29
 End Markets and Distribution
White Goods: FCS Power Snapshot
End Market Power Semi Content Trends:
The white goods industry is increasingly becoming
subject to regulations that require greater operational White Goods
efficiency – 1500
• EN61000-3-2 Regulations require high system efficiency with CAGR: 17.45%
less harmonic emissions

Revenues ($M)
1000
• US DOE requires new central air-conditioners and heat
pumps to be 30% more efficient beginning 2006
• Increasing Importance of Energy Star Certification 500

Fairchild offers a wide range of leading power products for 0

embedded power supplies. Our Smart Power Module provides a
2002 2003 2004 2005 2006 2007 2008
complete solution for variable speed motor control
Power Transistors Regulators

Applications/Modules FCS Products

Embedded Power Supply • Bridge Rectifiers

•Fairchild Power Switch (FPS)
•Optocouplers
•Schottky Rectifiers
Variable Speed Motor Drive • Smart Power Module (SMP)

30
 End Markets and Distribution
White Goods: FCS Power Showcase

Fairchild Smart Power Module – The Compelling Advantage

The smart power module offers a complete solution that includes short circuit detection and temperature
monitoring, providing outstanding power characteristics at nearly half the board space of a discrete
solution

• Complete Solution

• Half the Board Space of a Discrete Solution

• Short Circuit Detection and Protection

• Over Temperature Monitoring

• ~60% System Power Savings

~$1.3B White Goods Power SAM Growing at ~10% / Year

100%+ White Goods Revenue Growth ’02/’03
200%+ Motor Control Module Growth ’02/’03 31
 End Markets and Distribution
Automotive: FCS Power Snapshot
Radiator Fan
Motor Control
Trends in the automotive industry Interior Heating
show an increased use of Smart Electronic & Cooling Fan
Window Lift Control
Switches in Body Electronics and Control
Engine Management Applications to
support On-Board-Diagnostics Electronic
Transmission
requirements that improve reliability Control
and maintainability.

Electronic
Headlamp
Control

+
Coil + Smart
Switch On Plug

End Market Power Semi Content Trends:

Automotive Electronic Electronic Wiper
3500 Seat Motor Control
Positioning
3000 Controls
CAGR:20.93%
2500
Revenues ($M)

2000 Electronic Suspension

1500 Control
1000
500
0
2002 2003 2004 2005 2006 2007 2008
Power Transistors Regulators
32
 End Markets and Distribution
Automotive: FCS Power Showcase

Automotive Smart Switch – The Compelling Advantage

By offering Intelligent Control Functions, 2 Independent Power Channels, Diagnostics and space savings of 70%+
over the Existing Solution, Fairchild’s Automotive Power Switch offering keeps us in step with the sophisticated
system needs of our automotive customers.

1990 Discrete 1993 Integrated Circuit

Single Output Multiple Outputs

Simple Protection Features Advanced Protection Features
Medium-High Power Levels Advanced Comm. & Diagnostics
Low Power Levels

Customer Needs = Med-High Power Levels & Advanced Features

+ =
~$400M Smart Switch Power SAM Growing
33 at ~19% / Year
1st Product to Launch in 2004
Geographic Footprint

34
 Geographic Footprint
Overview
San Jose, CA
Analog & Discrete Design
Wootton Bassett, England
Salt Lake City, UT Europe Sales Headquarters
Wafer Fab Suzhou, China Bucheon, South Korea
Assembly and Test Wafer Fab
Colorado Springs, CO Korea Sales Headquarter
Analog Design

South Portland, ME
Headquarters, Wafer
Fab, North American Tokyo, Japan
Sales Headquarters Japan Sales Headquarters
Mountaintop, PA
Wafer Fab

Irving, TX Penang, Malaysia

Customer Service Assembly and Test
Center
Singapore
Wafer Fab

- 2003 sales: $1.4 billion Hong Kong

Asia-Pacific Sales
- 8900 employees worldwide Product Group and Design Centers,
Headquarters
Manufacturing Locations
- 8 production facilities and 5
customer service centers Regional Sales Headquarters, Cebu, Philippines
Customer Service Centers Assembly and Test
- 36 direct sales offices in 17 35
countries
Geographic Footprint
Fabrication Facilities

South Portland, ME 6” Fab

Established: 1962
Land Area: 20.5 acres
Technologies: Analog, Logic, Opto

Bucheon, Korea 4”, 5”, 6” Fab

Established: 1977
Land Area: 18.5 acres
Technologies: Analog, Motor IC, HV
MOSFET, IGBT,
Rectifiers

36
Geographic Footprint
Fabrication Facilities

Mountaintop, PA 8” Fab
Established: 1960
Land Area: 84 acres
Technologies: Planar & Trench
MOSFETS, IGBT,
Rectifiers

West Jordan, UT 6” Fab

Established: 1977
Land Area: 58 acres
Technologies: Planar & Trench
MOSFETS

37
 Geographic Footprint
New Suzhou facility reducing costs

Through the new Fairchild facility at Suzhou, we are

ramping up our in-house assembly and test capability.

FCS In-house Assembly/Test %

100%

80%

60%

40%
Post Samsung
acquisition 4 year projection
20%
Post Intersil
acquisition
0%
1998 Q3-1999 Q2-2001 Q4-2002 2003 2004 2005 2006 2007
38
 Geographic Footprint
Global Centers of Excellence

Fairchild has opened a number of design centers of

excellence to assist our customers in the design and use of our
products. These centers offer many benefits to our customers and
Fairchild:

– Offer customers resources to improve their time to market while

enhancing their design functionality

– Primary focus is on power management solutions deployed in all

strategic market segments

– Fully equipped laboratories

– Generate continual flow of new product revenue and new product

concepts

39
 Geographic Footprint
Global Centers of Excellence

Shanghai
Germany Telecom Systems, Consumer
Industrial, Consumer, Automotive

Korea
PDP, Charger Power Supply

Taiwan
PC, SMPS Power

Texas
Computer, Industrial Power

Shenzhen
Consumer, PC Power

40
Acquisitions

41
 Acquisitions

Acquisitions have been an integral part of our success and growth plan. Fairchild is constantly looking for opportunities
to acquire synergistic businesses to help drive our sales and profit growth. Fairchild’s long range growth plan has
always included a combination of new product development complemented by acquisitions that broaden our product
portfolio, expand our geographic regional share and increase our penetration into new high-growth markets.
Acquisition History

Radio Frequency (RF) Component Division of Raytheon – Acquired October, 2003

This acquisition provides Fairchild with an immediate entry into the advanced radio frequency (RF) market for
applications that include Wireless LANs and handset power amplifiers. The agreement also adds gallium arsenide
millimeter wave integrated circuits (GaAs MMICs) to Fairchild’s extensive portfolio of high performance building
block components that power multiple end market products.
Data Conversion Business of Signal Processing Technologies - Acquired March, 2002
This acquisition added high speed and high resolution analog-to-digital converters (ADCs) and digital-to-analog
converters (DACs) to Fairchild's emerging signal conditioning product family. These leading-edge products
enhanced our position in key signal chain applications in the growing consumer, communications and
instrumentation market segments and increased our overall ability to participate in applications for multi-market
products which focus on the high end of the resolution/speed curve. SPT was purchased for $4.0 million in cash,
about 0.7x annual sales.
I-Cube Inc. (Crosspoint switch products) - Acquired March, 2002
This acquisition expanded Fairchild's interface portfolio with general purpose, low-cost crosspoint switches. These
cross-point switches are critical to Internet infrastructure, data communications, telecommunications, broadcast
video, test equipment and digital signal processing applications. Fairchild purchased I-Cube’s crosspoint switch
products and associated intellectual property for $1.0 million in cash.

Impala Linear Corporation—Acquired September, 2001

Fairchild’s acquisition of Impala in September 2001 added power analog design skills and intellectual property that
leverages proprietary CMOS process technology to enhance the performance of very small footprint ICs. These
devices are critical for a wide range of hand-held devices including laptops, MP3 players, cell phones, portable test
equipment and PDA's. Impala was purchased for $4.6 million paid in common stock, about 0.5x annual sales.

42
 Acquisitions

Acquisition History (Con’t..)

The Discrete Power Business Division of Intersil Corporation—Acquired March, 2001

This acquisition made Fairchild the second leading power MOSFET supplier in the world, broadened our power
discrete line with IGBTs and rectifiers, and strengthened our presence in the automotive and industrial power
markets. This acquisition included an extensive array of power semiconductor patents, and also a 6-inch and 8-
inch wafer fab in Mountaintop, PA. Fairchild purchased Intersil’s Discrete Power Business for approximately
$344.2 million in cash, about 1.7x annual sales.

KOTA Microcircuits—Acquired September, 2000

The acquisition of KOTA Microcircuits in September 2000 expanded Fairchild’s penetration into markets that
include cellular phones, CD-R/W drives and portable applications. The acquisition bolstered our analog business
with high-performance op amps, battery management and power factor control products. Fairchild paid
approximately $12.1 million in stock for Kota Microcircuits, about 0.7x annual sales.

Micro Linear Corporation (power management business)—Acquired September, 2000

Acquiring Micro Linear's power management business broadened Fairchild's extensive analog portfolio with
products that include offline power switches, low power battery management, video filters and bus terminators.
The power management business was purchased for $11.0 million in cash, about 0.7x annual sales

QT Optoelectronics—Acquired February, 2000

Fairchild's acquisition of QT Optoelectronics marked our entry into the $6 billion optoelectronic market and
extended our presence in all key multi-market segments. QT Optoelectronics was purchased for $92.0 million in
cash and stock, about 1.1x annual sales.

Samsung Electronics (Power Device Division)—Acquired April, 1999

The acquisition of Samsung Electronics' power division in April 1999 broadened our standard linear portfolio and
helped set the stage for remarkable growth in our discrete power semiconductor sales from $100 million in 1998 to
sales of $700 million in 2001. Fairchild purchased Samsung’s Power Device Division for approximately $414.9
million in cash, about 1.0x annual sales.

43
Financial Summary

44
 Financial Summary Power Gross Margin is More Stable

40.0%

35.0%
Fairchild’s is focused on driving
30.0%
higher and more stable gross margins
as well as raising our floor gross 25.0%
margin.
20.0%

15.0%

• Shifting to higher margin power 1999 2000 2001 2002 2003 2004 Q1
products Power Non-Power Total
Combined These 2 Families
As the two graphs to the right Drove 30% of Q1 04 Sales
50.0%
indicate, our power business has
45.0%
historically had higher and more
40.0%
stable gross margins than our non-
35.0%
power products. Therefore, increasing
30.0%
the ratio of power to non-power sales
is the key element in our strategy to 25.0%

increase total gross margins. 20.0%

Higher Floor Gross Margin
15.0%
10.0%
1999 2000 2001 2002 2003 2004 Q1
Analog System Power Low Power Switches Total Power

45
 Financial Summary
• Asset-light approach for non-power products
We are well on our way towards running our non-power product segments as a variable cost
business. We are accomplishing this through targeted disposal of facilities associated with
these product lines and outsourcing their production. This allows us to be more selective in
accepting orders and significantly reduces our dependence on these lower margin non-
power products to maintain factory utilization during industry troughs.

Product Line Fab Assembly & Test Status

Memory Outsourced Outsourced Exit

Non-power Outsourced Outsourced Variable Cost

Optoelectronics (Sold our sites in Business
Wuxi and Kuala
Lumpur)
Small Signal Discrete Partially outsourced Partially outsourced Reducing internal
sourcing
Logic Partially Outsourced Partially outsourced Reducing internal
sourcing
-Especially fab

46
 Financial Summary

• Shifting capacity mix

We have consolidated out fabs in Mountaintop, PA and South Portland, ME from
6” to 8” and 4” to 6” respectively and made additional investments in these sites
to increase capacity. The significant addition in capacity furnished by these
advanced fab processes will enhance our capability to increase the power
content of our product mix while reducing older, non-power technologies.

17% decrease

2000 31% increase

1500
6" Eq Wfrs (K)

1000

500

0
Advanced Tech - Power Older Tech

2003 2004

47
 Financial Summary
($ in millions) 6/27/2004 12/30/2001
500 Cash, marketable investments $664.3 $504.4
Cash Flow from Operations
EBITDA Total debt:
400
CAPEX
Free Cash Flow (Cumulative) $180M Revolver 0.0 0.0
300 $300M Term B Loan 296.9 0.0
10 1/8% notes due 3/07 0.0 285.0
200
10 3/8% notes due 10/07 0.0 300.0
$Million

100
10 1/2% notes due 2/09 350.0 350.0
5% Converts due 11/08 200.0 200.0
`
0 Other 3.3 3.6
1999

2000

2001

2002

2003

1H2004
Total debt $850.2 $1,138.6
-100

Shareholders' equity $1,204.1 $808.0

-200
Debt / Equity 0.7x 1.4x
-300

Growing Cash During Every

Phase of the Business Cycle

Strong Balance-sheet Management

Through a business model that drives consistent cash flow we have been able to build a strong
balance-sheet with debt levels at their lowest since 2000 and a Debt/Equity ratio that is half of
what we had in 2001.

48
 Financial Summary

Long-term Target Model

Revenue Growth…………… At/above industry in power markets
Gross Margin….…………… Mid 30’s % of sales
R&D….……………………… 5.5 – 6.0% of sales
SG&A (Exc Amortization)… 10.5 - 11.0% of sales
Operating Margin…………… High teens to low 20’s
Interest……………………… Approaching zero
CapEx………………………… 8 - 10% of sales
Tax Rate……………………… 25%

Through our strategy of ….

• New products and greater mix of power products - enabling higher and more stable margins and
earnings through every phase of the business cycle
• Streamlined operations - larger diameter wafers, Suzhou ramp drive lower costs
• Asset-light approach to non-power products - to reduce exposure to trough pricing pressure
• Solid balance sheet and consistent cash generation - provide opportunities for significant interest
expense reduction and provides funds for potential acquisitions

…. we are confident of expanding the Power Franchise and driving greater earnings through
higher and more stable margins.

49
 Executives
Kirk Pond has worked in the semiconductor industry for more than 34 years, initially serving in various management
positions for Texas Instruments and Timex Corporation before joining Fairchild Semiconductor as vice president of
the Logic business in 1984. Four years after the acquisition of Fairchild by National Semiconductor in 1987, Kirk was
named president of the Standard Products Group representing 75% of National’s operations. In 1994 he was named
executive vice president, chief operating officer and member of the Office of the President. In 1996, National chose
to sell its standard product businesses. Kirk recognized an opportunity to re-launch Fairchild in the pursuit of the
underserved multi-market segment. A year later he executed the first management-led buyout in the history of the
semiconductor industry. Kirk has set the tone for high growth through new product innovation and strategic
acquisitions. Under his leadership, more than 450 new products have been launched each year and the company
has completed nine acquisitions of international companies. In August 1999, Fairchild was launched as a public
company on the New York Stock Exchange. Kirk is recognized industry-wide for his development of the innovative
multi-market business model.
Kirk Pond
President and Kirk holds a BS in Electrical Engineering from the University of Arkansas, and a Master of Business Administration
Chief Executive Officer from the Wharton School of the University of Pennsylvania. He has served as chairman of the Maine Science and
Chairman of the Board Technology Foundation and on the boards of the National Association of Manufacturers, Sybron Chemicals and
Sematech, an international semi-conductor consortium.

Joe Martin has more than 22 years of experience in the semiconductor industry, initially serving as senior vice
president and chief financial officer of VTC Incorporated. He joined Fairchild Semiconductor in 1979 as manager of
Financial Planning and Analysis for the Logic Division, later serving in a number of senior management positions.
When National Semiconductor acquired Fairchild in 1987, Joe served the new company as vice president of
Finance, Worldwide Operations, where he was responsible for the company’s global operating divisions and
manufacturing sites, as well as corporate financial planning. In 1996, he joined with Kirk Pond in re-launching
Fairchild Semiconductor, executing the first management-led buyout in the history of the semiconductor industry.
Together they launched Fairchild as a public company on the New York Stock Exchange in 1999.

Joe is a former helicopter pilot and captain in the United States Army where he served for six years, including two
tours of duty in the Vietnam War. He holds a BS in Aeronautics from Embry-Riddle Aeronautical University, and a
Master of Business Administration from the University of Maine. Joe serves on the Board of Directors of Brooks
Joseph R. Martin
Senior Executive Vice
Automation Incorporated and previously served on the board of ChipPAC, Incorporated. He was recently elected to
President, Vice the President’s Advisory Board of his alma mater, Embry-Riddle Aeronautical University and to the Board of
Chairman; Board of SynQor®, Inc. 50
Directors
 Executives

Dan Boxer has more than 27 years of experience as an attorney in private practice. During those
years his practice focused on business, legal compliance and environmental issues for major
corporations throughout the United States.

Dan was the lead attorney representing Fairchild Semiconductor management in the spin-out of
Fairchild Semiconductor, a role he undertook with the announcement of National Semiconductor’s
intent to sell Fairchild in June, 1996. He was most recently a senior partner and chairman of the
Management Committee of Pierce Atwood, northern New England’s largest law firm, with
approximately 100 lawyers. He has written and lectured extensively on a number of corporate due
diligence and environmental compliance issues and has been appointed to numerous commissions by
each of Maine’s last three governors. He is listed in the volume Best Lawyers in America and is on the
board of the Maine International Trade Center.
Daniel Boxer
Senior Executive Vice
He received his BA from Bowdoin College and his JD from Cornell University Law School.
President, Secretary to the
Board of Directors
Dan is secretary to the Fairchild Board of Directors.

Tom Beaver has extensive industry experience, including positions as the former CEO and president
of Wyle Electronics and a thirty year career at Motorola culminating in his role as corporate vice
president and director of marketing and sales for the Networking and Computer Systems Group. Prior
to joining Fairchild in March of 2004, Tom was senior vice president and general manager of Xiran, a
division of SimpleTech, a leading direct path streaming technology company.

Tom holds a BSEE in electronics and business from Marquette University and did graduate studies in
marketing at the University of Minnesota. He serves on Marquette University’s Engineering Advisory
Board and is the holder of two patents in electronics.
Thomas Beaver
Executive Vice President
Worldwide Sales and
Marketing
51
 Executives

Izak Bencuya has worked in the semiconductor industry and electronics field for more than 25 years. He
began his career at Yale University where he researched ultra thin oxide MOS devices. Izak later worked
at GTE Laboratories and Siliconix in various research and management roles to develop and market
leading-edge Power Discrete devices, such as MOSFETs, IGBTs and SITs. He joined Fairchild in 1994 to
start the Low Voltage MOSFET business which has grown to be one of the major revenue and earnings
generating lines at Fairchild. He has since been named senior vice president to run the Power Discrete
Products line.

Izak has a BSEE from Bosphorous University in Istanbul, Turkey, an MS and PhD in Engineering and
Applied Science from Yale University and an MBA from the University of California-Berkeley. He was the
Izak Bencuya recipient of the IBM Fellowship, the Thomas Alva Edison Fellowship and the Charles Deere Wiman
Executive Vice President Fellowship and is a member of the IEEE Electron Device Society and Electrochemical Society. He holds
and General Manager, 15 patents and has published extensively in the electronics field.
Discrete Power Group
Chief Strategy Officer

Laurenz Schmidt has more than 25 years of experience in the semiconductor industry. He began his career at the
Max Planck Institute for Solid State Research in Stuttgart, Germany. He later worked for Texas Instruments in
Germany, Texas and France. In 1983, he brought his process engineering expertise to Fairchild Semiconductor’s
facility in Wassenburg, Germany. He has since held increasingly responsible positions throughout Fairchild’s
manufacturing organization including director of Quality and Reliability for the Logic Division; managing director of
the South Portland wafer fabrication facility; vice president of Operations for Discrete Power Products; and most
recently, vice president of Global Operations for front end wafer fabrication.

As senior vice president for Global Operations, he is responsible for Fairchild’s initiative to ensure excellent
customer service while supporting the rapid transition of new products to high volume production at the company’s
worldwide manufacturing, assembly and test facilities.
Laurenz Schmidt
Executive Vice Laurenz has a BS in Chemical Engineering from the State College of Engineering Sciences in Mannheim,
President, Germany, and an MBA in Technical Management from the University of Phoenix in Phoenix, Arizona.
Global Operations 52
 Executives

Bob Conrad has more than 20 years experience in the semiconductor industry, with a
strong track record in management and new product development. Prior to joining
Fairchild in the fall of 2003, he served in management roles throughout his career,
most recently as president and CEO for Trebia Networks, a private, venture backed
company in the storage networking segment. He previously served as vice president
and general manager for Digital Signal Processors at Analog Devices and spent twelve
years in product development and management for Microcontrollers with Texas
Instruments.

He holds a B.S.E.E. from the University of Cincinnati.

Bob Conrad
Senior Vice President
and General Manager,
Integrated Circuits
Group

Hubertus Engelbrechten has over 23 years of experience in the semiconductor industry. He

began his career in 1979 as Sales Director, Asia for Siemens AG in Munich, Germany. Mr.
Engelbrechten went on to hold various management positions at Degussa AG in Germany,
National Semiconductor and Raytheon Semiconductor.

He joined Fairchild from Raytheon in 1998 as Director of Marketing, Analog Mixed Signal Group.
Prior to assuming his current role, he held positions as Vice President of Marketing, Analog Mixed
Signal Group, Vice President of Marketing, Integrated Circuits Group and Vice President and
General Manager, Integrated Circuits Group.

Hubertus Mr. Engelbrechten holds a B.S.E.E. and an M.B.A. from Hamburg State University in Hamburg,
Engelbrechten Germany.
Senior Vice President
and General Manager,
Integrated Circuits 53
Group
 Executives
Deok-Jung Kim has over 25 years of experience in the semiconductor industry. He began his career at
the Korea Institute of Science and Technology and has since worked with Gold Star Semiconductor, AMI,
General Electronic and Siliconix. He joined Samsung in 1990 as director of Power Product Development
and was responsible for developing many new products such as high voltage power transistors, power
MOSFETs, IGBT, Smart Power for SMPS, a motor driver IC, and an electronic ballast control IC. Dr. Kim
was promoted to managing director of Samsung’s Power Device Division in Bucheon, Korea in 1995.
Under his direction the Division experienced ten-fold growth. Prior to Fairchild’s acquisition of the Power
Device business, Dr. Kim was vice president and general manager of the Division with responsibilities for
product and technology development, manufacturing, sales and marketing.
He graduated from Seoul National University with a BS degree and from KAIST with a MS degree in
Materials Science. He also earned a MS and a PhD in Electrical Engineering from the University of
Deok-Jung Kim California-Berkeley.
Senior Vice President
and General Manager,
Power Device Business
President of Fairchild ‘s
subsidiary, Korea
Semiconductor, Ltd.

Matt Towse has 19 years of industry and financial experience. He began his career working in public
accounting with the firm Ernst & Young. In 1991 he joined National Semiconductor, holding various
financial positions at their California and Maine facilities. He was promoted to Site Controller for
National’s South Portland, Maine plant in 1995.

Mr. Towse joined Fairchild as Vice President and Treasurer in 1997, when the company “spun out”
from National Semiconductor. He was instrumental in Fairchild’s success with major financing activity
and played a significant role in its acquisition strategy. Mr. Towse served in this role until his current
appointment as Senior Vice President and Chief Financial Officer.

Mr. Towse holds a B.B.A. degree with a concentration in accounting from the University of Notre
Dame and is a registered C.P.A. in California and Ohio.
Matt Towse
Senior Vice President,
Chief Financial Officer 54
 Executives
John Watkins, Jr. entered the business field in 1995 after a distinguished military career, retiring as a
general officer of the United States Army. He began the executive level portion of his career in 1984 as
deputy director of Communications and Automation for President Reagan’s Inaugural Committee. He
later served in various high level capacities including chief of the Plans Division of the Office of the
Assistant Chief of Staff for Information Management at the Pentagon, commander of the 11th Signal
Brigade, manager of Military Communications at the Pentagon, commanding general of the Information
Systems Engineering Command, deputy commanding general of the Army’s Information Systems
Command and director of the Defense Information Systems Agency. After his military career, he served
as chief information officer at Pratt & Whitney.

He received a BS degree in Engineering Technology from Tuskegee University, a Master’s degree in

Business Administration from the New York Institute of Technology and was selected by the Army for
John Watkins, Jr. Harvard University’s Senior Management in Government Programs. John also attended the Stanford
Executive Vice President
University Senior Engineering Management Program.
Worldwide I.S., Chief
Information Officer

Paul Delva joined Fairchild Semiconductor in 1999. Before becoming Vice President and General
Counsel in April, 2003, Mr. Delva served as Fairchild's assistant general counsel following the
company’s initial public offering in 1999. He has advised Fairchild on all its acquisitions and securities
offerings, as well as on general corporate matters, since the company’s founding in 1997. Mr. Delva
has more than 17 years of experience in law and communications. He began his legal career at
Dechert, Price & Rhoads (now Dechert LLP) in Philadelphia, Pennsylvania, where he specialized in
mergers and acquisitions, corporate and securities law.

Paul Delva
Vice President and
General Counsel 55
 Executives

Kevin London became Vice President of Human Resources in July 2002. He has
over 20 years experience in the semiconductor industry. Prior to assuming his
current role, he held various Human Resource management positions at Fairchild's
South Portland, Maine site during the previous sixteen years. Prior to that,
Mr. London held a variety of management positions within Operations.

Kevin London
Vice President Human
Resources

56