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Fairchild Semiconductor International, Inc. July 2008 Investor Presentation www.fairchildsemi.com Company Confidential 1 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 2008 Q2, with segment revenue/gross margin breakouts) • Quarterly Fact Sheet with 2008 Q2 highlights • This investor presentation 2 Q2 2008 Summary Strong Sales and Bookings Driven by New Product Growth • Sales up 3% QoQ…high end of guidance • Bookings strong all quarter…very healthy Q3 beginning backlog • Record sales for SPM™, logic translators and high freq regs • Internal inventory down nearly $9m or 5 days QoQ to 75 DOI • Channel POS up 3% QoQ driving nearly 1 week drop in channel inventory • Adjusted GM down 160 bps to 28.6% due to inventory drain and higher energy related costs • Pricing down 1- 2% QoQ and within our normal range • Lead times stable at 7 – 8 weeks 3 Forward Guidance – Q3 2008 • Sales expected to be up 2 - 5% QoQ…>90% filled at the start of Q3 • Gross margins expected to increase 150 – 225 bps sequentially • R&D and SG&A expected to be $89 – 92m • Net interest and other expenses expected to be about $5.5m 4 Fairchild Overview www.fairchildsemi.com Company Confidential 5 Taking Care of Our Stakeholders Customers Make our customers successful Stockholders Employees Deliver a superior return Attract the best talent in the industry 6 Fairchild Focused on the Right Markets Offline Power Conversion Market Forecast • Energy efficiency and the wireless mobility revolution are mega-trends that will shape our world for years to come 2,000 1,600 13% Sales CAGR 2006 - 2010 1,200 800 400 - • Fairchild is uniquely positioned to capitalize on these trends with our leadership position in switching and power conversion 2006 2007 2008 Dollars 2009 2010 Units Power MOSFET Market Forecast 30,000 8% Sales CAGR 2006 - 2010 25,000 20,000 • Our new HF DC/DC regulators for ultra-portable applications offers us a high performance entry point into the voltage regulation market 15,000 10,000 5,000 - 2006 2007 2008 Dollars 2009 2010 Units Voltage Regulation Market Forecast 30,000 14% Sales CAGR 2006 - 2010 25,000 Fairchild is building the right products for the right markets! 20,000 15,000 10,000 5,000 - Source: iSuppli, April 2007 2006 2007 2008 Dollars 7 2009 Units 2010 Industry Cyclicality 40% 30% 20% 10% -20% -30% -40% Source: WSTS 8 2007 2006 2005 2004 2003 2002 2001 2000 1999 1998 1997 1996 1995 1994 -10% 1993 0% 1992 YoY Change in Semiconductor Unit Shipments WW Semiconductor Unit Shipments Data shows 2-Year cycle since 1991 Despite Cyclicality, Semis Remain a Growth Industry Industry Semi Units Shipped (24 mo Rolling Avg) Semiconductors Shipped (BU) 50 45 40 35 30 25 20 15 10 5 Source: WSTS 9 2006 2005 2004 2003 2002 2001 2000 1999 1998 1997 1996 1995 1994 1993 1992 0 FCS Transition to Higher Value is Underway! 8 Qtr Average GM Trend 45.0 GM % 40.0 35.0 30.0 Transition Begins FCS - GAAP Note: FCS Q3 is mid-point of guidance range…Peer group includes VSH, ONNN, IRF, DIOD, NSM, ISIL, TXN, MXIM 10 Peer Average Q3Y2007 Q2Y2007 Q1Y2007 Q4Y2006 Q3Y2006 Q2Y2006 Q1Y2006 Q4Y2005 Q3Y2005 Q2Y2005 Q1Y2005 Q4Y2004 Q3Y2004 Q2Y2004 Q1Y2004 Q4Y2003 Q3Y2003 Q2Y2003 Q1Y2003 Q4Y2002 Q3Y2002 Q2Y2002 20.0 Q1Y2002 25.0 The Power Franchise® Fairchild is a world leader in high performance semiconductors specializing in products for the optimization of system power µSerDes™ Our Power Franchise® Plan: • Enhance position in Power Conversion Video filters Optocouplers • Establish leadership in HF DC/DC regs • Extend lead in MOSFETs This plan is supported through improved supply chain & POS mgmt to reduce cyclicality and package cost reductions through greater in-sourcing to improve margins Amplifiers Logic Analog switches 11 FCS Power SAM by Market Segment 30,000 25.0% 25,000 20.0% 19.1% 20,000 $M 15.0% 15,000 10,000 12.7% 12.0% 9.8% 9.0% 5.3% 5,000 5.0% 4.3% 12 W or ld wi d e ro n In d us tri al El ec t ica m un Source: iSuppli Jun. 2007 (industry definitions) SA M ics ns tio ns at io ic s le s W ire W ire d C er E um on s C om m un le c tro pu om C ec ive to m ot Au Co m tin g ic tro n ni cs 0.0% s 0 El 10.0% 2006 2010 CAGR ('06 - '09) Share in Focus Markets Achieved #1 FCS 2006 TAM, 2005-2010 CAGR DC/DC Regulation 5.0% DC/DC Regs $2297 15.9% Battery Mgmt $1512 16.8% Hot Swap $ 210 15.3% MOSFET Drvr $ 771 14.1% Non-ISO PWM $1416 16.0% Huge potential with UP strategy $8.5B STM $ 744 13.3% PFC $ 245 16.1% ISO PWMs $ 586 14.4% NSM $1.5B 8.5% HI Volt FETs $1333 7.5% LINEAR FCS MXIM $4.6B POWI ~5 Others ~40 Others Sanken N $3369 Achieved #1 FCS TXN Switching Lo Volt FETs Vishay Switching Offline Power Conversion AC/DC Regs IRF Tosh $2826 Renasas Linear Regs ~10 Others Source: iSuppli Jun. 2007 13 STM DC/DC Regulation TXN ON N Offline Power INF Conversion Increased Segment Focus We have defined target markets and are focusing on key solution spaces for specific customers to drive higher content, market share & margins! Increased Importance to Our Customers µSerDes™ GM Potential by Segment Optocouplers Video filters Narrower, Deeper Focus in Markets with Higher GM Potential Amplifiers 70% 60% 50% 40% 30% 20% 10% 0% Handsets APG Logic Analog switches Product View Source: Fairchild estimates 14 Handsets FPG Displays APG Displays FPG Pw r Supplies Pw r Supplies Computing - APG - FPG APG Computing FPG Segment Focus Drives Content Gains Power Supplies • Commercial & regulatory pressure for greater efficiency drives PFC and higher silicon BOM Content Trends • FCS content grows with addition of SG, PFC, integrated HV MOSFETs and ICs, SR, QR & Digital Power • Expect higher content to drive 3X SAM by 2010 Handsets LCD Displays (>40") Displays • Larger panel sizes and greater resolution require improved backlighting which drives power BOM Computing • FCS adds SPM, analog & HDMI switches, video filters, power conversion solutions $0 $2 $4 $6 2006 Handsets • New features/3G/iPhone revolution while users demand same or better talk time • FCS improves content with HF DCDC, IntelliMAX™ added to the proliferation of analog switches, µSerDes™ and MOSFETs Source: Fairchild estimates 15 $8 2008 2010 $10 $12 $14 Becoming a More Important Supplier • Application intimacy • Solve important problems • Provide complete power management solutions • Reduce BOM and costs for our customers • Global supply chain support • Consistent lead times & BIC performance to request date for key customers • Sales Growth: Strategic Customers 1 50% Growth $B 0.5 0 2007 Fcst Leader in innovation where it matters most for our customers Source: Fairchild estimates 16 2009 Fcst Update on Key Themes from 2006 Analyst Day 2006 Analyst Day Theme 2007 Update Invest in Analog • SG acquisition as catalyst for Power Conversion • HF DC/DC to drive System Power growth • Signal Path leadership products • Process capability & 8” wafers in ME Build on LV strength and upgrade HV business in PCIA • IntelliMAX™ & DrMOS design wins • LV wins in LCD TV enables shift from DT • HV margin transition in progress • SPM poised for breakout year in 2007 SPG focus on OM and cash generation • Very close to 3 year target model during most of the last cycle Increase stability of the business • Best cycle performance in company history! 17 Acquisition Landscape Reason to Pursue Integration Risk Likelihood of Value to FCS Shareholders Small Privates Technology/IP, Key Personnel Talents, Emerging Products Low, mostly around keeping talent High, if priced right and strategy fits Carve outs Easy path to profitability, Complementary Products Low to High, very situation dependent High, if priced right and integration is crisp. Needs strategic value beyond beating DCF Change Competitive Structure Med to High. Mgmt & change of control issues. Pricing power elusive. Must have strategic synergies <$1B Public Enter new markets Risks of culture clash Large Public Combination Financial Leverage, Cost reduction possibilities, Complementary Products Med to High. Mgmt & change of control issues. Risks of culture clash Increasing Focus 18 Banks/sponsors and investors who flip shares will make the most Levers to Drive Higher Margins • Expand content in key segments • Upgrade HV business to perform in line with LV • Roadmap for Power Conversion margin improvement • Continue above-market growth for Signal Path • Capitalize on HF DC/DC opportunities • Run SPG at target model • Package cost reductions • Tight OPEX control 19 Fairchild Semiconductor Solid Progress, Exciting Potential • Transition to a higher value company is well underway • Demonstrated best ever trough sales & GM performance • Cross-cycle metrics for sales / GM / EPS all positive • #1 sales position in 2 of our 3 target markets • Investment in Analog & Power Management drives exciting new products – Ramping across 2008 and 2009 • Segment focus drives greater application and customer intimacy – Enables us to become a more important supplier • Package cost reductions & tight spending controls increase confidence in ability to achieve target model 20 Mobile, Computing, Consumer & Communications (MCCC) Group Overview www.fairchildsemi.com Company Confidential 21 Analog Market Breakdown 2007 Semiconductor IC TAM $250B (6.4% CAGR) Memory Micro IC Logic Analog Standard Linear TAM $18.9B Interface $2.8B Analog TAM $51.2B (9.5% CAGR) (8.8% CAGR) Regulators $9.1B (13.8% CAGR) Amplifiers $3.1B (8.4% CAGR) Standard Linear (6.4% CAGR) Data Converters $3.1B (4.6% CAGR) Source = iSuppli Q2 2007, CAGR 2006-2010 22 ASSP Analog Power Management Market DC:DC Regulation ($9B) 2007 TAM ($M) CAGR* Linear Regulators $3,174 5.0% DC:DC Regulation $2,670 15.9% Battery Management $1,775 16.8% Hot Swap $ 242 15.3% MOSFET Drivers $ 885 14.1% Non-Isolated PWM $1,662 16.0% Ultra-portable Computing/Point of Load Off-Line Power Conversion ($1.6B) AC:DC Regulators $836 13.3% PFC $287 16.1% Isolated PWM $683 14.4% *CAGR 2005-2010 Source: VDC Targeted >$6B TAM with CAGR ~15% 23 Power Conversion Application Specific Analog for Cell Phones, UP and PCs System Power Signal Path Market Segment Product Categories Focus Ultra-portable (Cell Phones) Ultra-portable (Cell Phones) Analog Switches µSerDes™ ASSP’s Building Block DC:DC Expand across top 5 manufacturers Top handset manufacturer as driver Expand across top 5 manufacturers 24 Ultra-portable Interface ($1.50-$3.00) µSerDes™ Total FSC Content $4.30-$7.30 Signal Conditioning ($0.30-$0.50) Current Sense Amplifiers Switch ($0.45-$0.50) Analog USB Discrete ($0.43-$0.45) LV MOSFET IntelliMAX™ Logic ($0.25-$0.60) TinyLogic® Translators Regulators ($1.20-$2.00) DC/DC LED Drivers Off-line Power ($0.15-$0.25) Charger adapters Market Opportunity* 480Mu FSC SAM $2.1B-$3.5B Source: iSuppli June 2007 estimate handsets in mid to high end range for 2008 25 µSerDes™ Serializer / Deserializer Technology Features & Performance • Industry leader in Serializer / Deserializer technology for small display and camera applications in handsets • Proprietary technology reduces wires through hinge by up to a factor of 5x • First SerDes solution to support primary and secondary displays, camera, keypad, and GPIO control in one IC pair Strategic Importance to Fairchild • Proprietary signal path solution for cell phones capitalizing on expanded multimedia functionality • More valued supplier to top 5 cell phone manufacturers 2006 Market Size Potential Business Opportunity Source: iSuppli Jun. 2007 990Mu 1,349Mu • Existing leadership in embryonic application in cell phone market evolving to dominant position during high growth ramp. • Up to 4 units per phone 26 2010 Market Size 2006 – 10 CAGR 8.1% Analog Switch Features & Performance • New Analog Quad Switches are being used in phones with two SIM cards. This is a rapidly emerging application in those countries that allow one phone number with two service providers Strategic Importance to Fairchild • The early recognition of this opportunity for non-US designs is changing our model to adopt both application specific solutions and market specific solutions FSA2567 Quad Analog Switch Potential Business Opportunity • With the vast majority of cell phones now sold outside of the US, the opportunity is significant SIM Card #1 SIM Card #2 Dual SIM Card Cell Phones 2006 Market Size 2010 Market Size 2006 – 10 CAGR $250M $375M 10.7% Source: iSuppli Jun. 2007 27 DC/DC Regulators for Cell Phones Features & Performance • “DC/DC Regulators” convert the varying battery power of a cell phone to a stable voltage that supplies power to digital components inside the cell phone • Fairchild delivers the smallest and most efficient DC:DC regulators, resulting in cell phones with longer operating times graphics accelerator Base Band and application processor subsystem PMU DDR2/ SDRAM Camera Module LMU Sub Display DC/DC PMU Audio RTC PL L SIM M DC/ DC PMU SDCARD SDCARD D/DC WLAN Module DC/DC LDO LDO LDO DC/DC Display Module DC/DC PA Strategic Importance to Fairchild • Build a business in the large DC:DC power management segment • More valued supplier to top 5 cell phone manufacturers Potential Business Opportunity • $100M+ business potential over 3 to 5 years 2006 Market Size 2010 Market Size 2006 – 10 CAGR $1.21B $1.41B 3.9% Source: iSupply 2006 28 Evolution of Switching Frequencies in DC:DC Converters 100000 Fairchild is leading in high frequency Switching Frequency (KHz) FAIRCHILD 16MHz Micrel MC13882 8MHz 10000 Freescale Semiconductor 6MHz Linear LTC3411 Fairchild FAN5350 3MHz Linear LTC1616 Linear LTC1767 National LM3671 Linear LTC1701 1000 Linear LTC1307 MAXIM MAX887 Motorola MC34063 100 19 87 19 88 19 89 19 90 19 91 19 92 19 93 19 94 19 95 19 96 19 97 19 98 19 99 20 00 20 01 20 02 20 03 20 04 20 05 20 06 20 07 20 08 95 93 91 Power Efficiency (%). ….at high efficiency LTC LTC3448 Year TI TPS62300 89 National LP5552 87 Freescale MC13882 85 83 Micrel MIC3358 81 79 Fairchild Competition 77 75 0.1 1 10 Switching Frequency in MHz 29 100 IntelliMAX™ Value to the Customer • A Power Management solution that solves the protection issues around low Vdd IC processes • Features: Over Voltage Protection, in-rush current, transients, ESD…CSP/MLP packaging. Potential Business Opportunity • Revenue > 45% CAGR since inception (2007 ≥ $10M) • Achieves Gross Margins compatible with leading analog competitors • Continues to “jump” market Segments…initial target was ultra portable, but continues to expand in the computing space 30 2006 Market Size 2010 Market Size 2006 – 10 CAGR Source: iSuppli & Fairchild estimates $60M $200M+ 43% Computing Desktop ($3.00-$3.50) Switching Total FSC Content $2.00-$5.00 Regulators LDO Discretes Logic DriverMOS Silver Box ($3.25) Controllers Power Discretes SPM Servers ($4.00–$5.00) Controllers DriverMOS Drivers LDO Market Opportunity FSC SAM $2.5B-$3.25B 31 Notebooks ($4.00-$4.50) DriverMOS LDO Power Discretes Intellimax Logic Gaming ($2.00-$3.50) Power Discretes Controllers Drivers LDO Silicon Technology Drives Performance & Cost Advantages Align the Technology…..Transition every 18 to 24 months • Continuously improve Figure of Merit • Reduce Die Size by 30% Low Voltage High Volume Package Revenue vs. ASP/Cost per Unit Technology-Margin Revenue Revenue ASP Cost 2004-2005 Technology Cost 2001 2002 2003 Primarily based on New technologies released 2004 2005 2006ETechnology! 2007E in ’04-’05 32 ↔ V alue Delta 2006 Technology DriverMOS Value to the Customer Provides a cost effect path to the performance requirements of the next Gen. High End Desktops, Servers and Games D D D D S S S G = • State-of-the-art system efficiency64 mm 2 3 D-Pak’s 180 mm2 + Driver 30 mm2 = 210 mm2 • High Frequency Operations • Lower Overall System Cost 2007 Market SAM • Fewer passive components $500M Potential Business Opportunity • DriverMOS is a flexible Product Family that can be scaled across all value / performance tradeoffs 2010 Market SAM $630M 2007 - 10 CAGR 8% • SAM is based on Vcore MOSFET/Driver Content Calculated from Notebook, Driver, Server and Gaming units • The combined computing market size totals $2.0B. This includes FETs, drivers, controllers and functional power solutions 33 Digital Control Technology Features & Performance Digital Power Management: • Communication: The power supply can become an intelligent module instead of a black box Rack / Facility Level Comm • Performance: Easier optimization through communication means higher system efficiency Digital Power Management: Board / System Level • Cost: >50% component reduction and higher reliability for lower Total Cost of Ownership (TCO) Comm Digital Control Strategic Importance to Fairchild Input • Digital control and management is an emerging trend in power management. As a leader in power conversion, vetting new technology to better serve our customers is a key imperative AC - DC DC - DC Output Potential Business Opportunity • Significant strides have been made in digital power management and control technology in the past few years, driving market forecasts close to $1B in 2011 with a CAGR > 36%. Power supply manufacturer, OEM and ODM adoption will depend on solution cost, performance and ease of use. Digital Power ICs 2006 Market Size 2010 Market Size 2006 – 10 CAGR $169M $589M 36% $315M 23% Source: Darnell June, 2006 Digital Loop Control ICs 34 $137M Consumer - Displays Total FSC Content $9.75-$12.80 Signal Conditioning ($0.25-$0.35) Video Filters/Drivers DC/DC Regulators ($2.00-$2.50) Switching Regulators Switch ($0.35-$0.55) Analog HDMI Off-line Power ($2.30-$2.60) FPS Logic ($0.80-$1.00) Discrete ($3.35-$4.85) Low Voltage MOSFET High Voltage MOSFET Lighting IC ($0.70-$0.95) HVIC Backlight Inverter IC Market Opportunity* 268Mu FSC SAM $2.6B-$3.4B Source: iSuppli June 2007 estimate LDC TV/Monitor for 2008 35 Summary • Revenue and margin expansion through growth of new products • Application specific products targeted at cell phones, UP, consumer applications • Continued evolution of supply chain and sales channel to support this business • Upgrade silicon based MOSFET technology for better performance, lower costs and smaller size • Reduce packaging costs through greater in-sourcing 36 Power Conversion, Industrial & Auto (PCIA) Group Overview www.fairchildsemi.com Company Confidential 37 Analog Power Management Market DC:DC Regulation ($9B) 2007 TAM ($M) CAGR* Linear Regulators $3,174 5.0% DC:DC Regulation $2,670 15.9% Battery Management $1,775 16.8% Hot Swap $ 242 15.3% MOSFET Drivers $ 885 14.1% Non-Isolated PWM $1,662 16.0% Ultra-portable Computing/Point of Load Off-Line Power Conversion ($1.6B) AC:DC Regulators $836 13.3% PFC $287 16.1% Isolated PWM $683 14.4% *CAGR 2005-2010 Source: VDC Targeted >$6B TAM with CAGR ~15% 38 Power Conversion Market Drives IC Technology Power Supply/ IC Trend Legislative/Market Trend Low Standby Power 1W → 300mW Transmission Efficiency Market Burst Mode and Soft Switching Power Factor Correction (PFC) Controllers (active) Operation Efficiency DC to DC, AC to DC Linear to Switching Synchronous Rectification Quasi Resonant Conversion Digital Incandescent to CFL, LED HVIC, Electronic Ballast, LED Drivers AC Motor to Brushless DC Motors BLDC Controllers and Drivers Longer Battery Life Smaller Footprint Low Power Technology Integration and Small Packages High Frequency @ High Efficiency 39 Primary Side Regulation for Charger/Adapters Features & Performance • PSR eliminates components enabling a cost effective switcher solution for consumer ultra-portable chargers Strategic Importance to Fairchild • Enables technology-driven entry into the charger market Potential Business Opportunity • Low power charger/adapters are largest segment of off-line regulators 2006 Market Size 2010 Market Size 2006 – 10 CAGR $206M $315M 13% Source: VDC Mar 2006 40 Motion SPM Value to the customer • A Smart Power Technology that enables manufacturers of White Goods to meet the new Government Regulated efficiency requirements for their product (USA, EU, JPN) • SPM is a family of products sized for Power as well as Drive Configuration • Washing machines • Air Conditioning • Refrigerators 2006 Market Size Potential Business Opportunity Government Regulations with respect to Utility Power (Power Factory and Efficiency) will continue to drive this market for the foreseeable future. The SPM product family is staged to follow this trend $800M 2010 Market Size $1.4B Source: Fuji Chimera, Darnell, IMS) 41 2006 – 10 CAGR 15% Power Supply SPM Value to the customer • A Smart Power Technology that enables the Offline Power Supply Market (Consumer, Telecom, Computing, Industrial) to meet the new Government Regulated efficiency requirements for their product (USA, EU, JPN) • SPM is a family of products to meet •Power Factor Correction •Flyback and Forward •Full and Half Bridges VDC OUT PWM Controller 2006 Market Size Optocoupler VAC IN $1.8B 2010 Market Size $2.5B Potential Business Opportunity Government Regulations with respect to Utility Power (Power Factory and Efficiency) will continue to drive this market for the foreseeable future. The SPM product family is staged to follow this trend Source: Fuji Chimera, Darnell, IMS) 42 2006 – 10 CAGR 8.5% Industrial – Lighting/HVIC/LED CFL ($0.40) Control IC Ballast ($0.58) Ballast Control IC PFC IC HVIC ($0.60) LED Lighting ($0.35) AC-DC LED Driver 43 Summary • Capitalize on growing demand for greater power supply and system efficiency…Energy Efficiency Implemented Simply! • Innovative power conversion and DC motor control products to support move to high efficiency BLDCs • Rapid growth of highly integrated SPM™ products for consumer and industrial applications • Upgrade silicon based MOSFET and IGBT technology for better performance, lower costs and smaller size • Reduce packaging costs through greater in-sourcing 44 Standard Products Group Overview www.fairchildsemi.com Company Confidential 45 SPG’s Value to Shareholders • Generates solid cash flow and ROIC • SPG extracts value from older product lines and manufacturing assets through intensive product life cycle management • Increases cost awareness for the whole company • Drive improvements in manufacturing and operation costs • Enhances our BOM position with customers to solve more of their needs • Creates potential to generate even more cash when market offer on divestiture exceeds our discounted cash flow expectations 46 EBIT (%) Rev ($M) SPG Rev & EBIT Development Transition Begins Q1 '04 Q2 '04 Q3 '04 Q4 '04 Q1 '05 Q2 '05 Q3 '05 Q4 '05 Q1 '06 Rev-8 Qtr M/A Q2 '06 Q3 '06 Q4 '06 EBIT-8 Qtr M/A 47 Q1 '07 Q2 '07 Q3 '07 Q4 '07 Margin Progression • Cost reductions • Manufacturing • Business support structure • Simplification • Disciplined business practices • Price management • Inventory control, both internal and channel • Focused promotional programs • Selective investment / divestiture 48 Translator Products FXL4TD245 4 Bit Low Voltage Configurable Translator 3V Features and Performance • Provides voltage translation between 3.6V and 1.8V • Allow designers to set either side as the high or low voltage 1.8V FXL4TD245 Mobile Phone Chipset T-Flash/microSD Using SPI mode 4 wire interface • DQFN Packaging saves nearly 75% board space compared to TSSOP packages (clock, serial in, serial out, chip select) • Unique control over the direction of all four bits provides designers control of individual bits in their design Strategic Importance to Fairchild • Unique function, no direct competition • Above average margin Potential Business Opportunities Translator ($M) • Applies in the fast growing portable market such as hand phones, MP3, PMP, etc including portable instrumentation 2006 TAM 2010 TAM CAGR% 72.1 102.6 9.2% Source: Selantek 2006 49 Summary • SPG business provides solid cash flow and reasonable profitability • With good discipline, SPG business is able to weather business cycles and provide more stable profits • SPG business drives manufacturing and operation cost reduction initiatives that will benefit other business in Fairchild • Demand for Standard products is here to stay • Fairchild will continue to manage the standard products portfolio and make selective investment/divestiture to achieve our target business model 50 Finance Overview www.fairchildsemi.com Company Confidential 51 Financial Highlights • Better cycle management has driven more consistent financial performance • Top priority is to drive future margin expansion • Gross margin leverage • OPEX leverage • Target operating model • Strong cash flow and balance sheet 52 Better Cycle Management and More Consistent Financial Performance www.fairchildsemi.com Company Confidential 53 Improved Cycle Management Inventory Impact Inventory & Distributor POS Trends 150 Just 5% Peak-Trough POS ∆ Inventories Stable Through the Cycle $400.0 $300.0 $200.0 100 $100.0 $0.0 50 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 02 02 02 02 03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 Internal DOI Channel DOI 54 Channel POS Q 1' 0 Q 2 2' 0 Q 2 3' 0 Q 2 4' 02 Q 1' 0 Q 3 2' 0 Q 3 3' 0 Q 3 4' 03 Q 1' 0 Q 4 2' 0 Q 4 3' 0 Q 4 4' 04 Q 1' 0 Q 5 2' 0 Q 5 3' 0 Q 5 4' 05 Q 1' 0 Q 6 2' 0 Q 6 3' 0 Q 6 4' 06 Q 1' 0 Q 7 2' 0 Q 7 3' 0 Q 7 4' 07 (In $M) Adjusted Revenue & Gross Profit % 500 32% 450 30% 28% 400 26% 350 24% 300 22% 250 20% 200 18% Total Revenue Gross profit % 55 Solid Sales & GM Growth 8 Qtr Rolling Average Adjusted Sales & GM 500.0 34.0% 450.0 30.0% 400.0 28.0% 350.0 26.0% 300.0 24.0% 250.0 22.0% 20.0% Q 1' 00 2' 00 Q 3' 00 Q 4' 00 Q 1' 01 Q 2' 01 Q 3' 01 Q 4' 01 Q 1' 02 Q 2' 02 Q 3' 02 Q 4' 02 Q 1' 03 Q 2' 03 Q 3' 03 Q 4' 03 Q 1' 04 Q 2' 04 Q 3' 04 Q 4' 04 Q 1' 05 Q 2' 05 Q 3' 05 Q 4' 05 Q 1' 06 Q 2' 06 Q 3' 06 Q 4' 06 Q 1' 07 Q 2' 07 Q 3' 07 Q 4' 07 Q 1' 08 200.0: Includes Equity Comp Notes System General included from Q107 onwards Q (in $M) 32.0% Total Revenue Gross profit % 56 Improving Financial Results Drives Free Cash Flow (FCF) 8 Qtr Rolling FCF Free Cash Flow $M 30.0 25.0 20.0 15.0 10.0 5.0 -5.0 -10.0 Note: FCF defined as Operating Cash Flow - Capex 57 4'0 7 7 Q 3'0 7 Q 2'0 Q 1'0 7 6 Q 4'0 6 Q Q 3'0 6 Q 2'0 6 Q 1'0 5 4'0 Q Q 3'0 5 5 2'0 Q Q 1'0 5 4 4'0 Q Q 3'0 4 4 2'0 Q Q 1'0 4 3 4'0 3 Q Q 3'0 3 2'0 3 Q 1'0 Q 4'0 2 2 Q 3'0 Q 2'0 2 2 Q 1'0 Q Q 4'0 1 0.0 Strong Cross-Cycle EPS Improvement: 8 Qtr Rolling Average Adjusted EPS 0.35 $0.31 0.30 Adj EPS$ 0.25 $0.23 $0.20 0.20 $0.18 $0.20 $0.15 $0.14 0.15 $0.13 $0.14 $0.14 $0.15 $0.14 $0.13 $0.14 $0.16 $0.13 $0.13 $0.13 $0.11 0.10 $0.09 $0.06 $0.06 0.05 $0.03 $0.05 $0.03 0.00 Q4'01 Q1'02 Q2'02 Q3'02 Q4'02 Q1'03 Q2'03 Q3'03 Q4'03 Q1'04 Q2'04 Q3'04 Q4'04 Note: System General included from Q107 onwards 58 Q1'05 Q2'05 Q3'05 Q4'05 Q1'06 Q2'06 Q3'06 Q4'06 Q1'07 Q2'07 Q3'07 Q4'07 Q1 '08 Top Priority: Increasing Gross Margins www.fairchildsemi.com Company Confidential 59 Gross Margin Improvement Key Drivers Growth of new product families with higher margins • µSerDes™, Analog Switches, HF Voltage Regulators, System General, SupreMOS, integrated power systems (SPM), IntelliMAX™, DrMOS, Digital Power Divest / Reduce low margin business • Divest = Motor ICs, LEDs, RF • Reduce = Planar MOSFETs, small signal and bipolar transistors Manufacturing cost reductions and product redesigns • Package in-sourcing • 8” upgrade in Maine • Fab process upgrades/shrinks for HV & LV MOSFETs, IGBTs and Power Conversion 60 Margin Drivers Growing Profitable New Product Families MCCC Growth Drivers -Switches USB and multimedia applications -High Frequency Voltage Regulators Highly efficient regulators for handsets -Power Trench Technology Potentially best figure of merit for low voltage applications -µSerDes™ Proliferation to top 5 cell phone suppliers -Digital Power Flexible power mgmt for high-end POL and power supply applications PCIA -Power Conversion System General acquisition, driver for energy efficiency -SupreMOS/FS IGBT Potentially best figure of merit for high voltage applications -HF Voltage Regulators New high performance platform addresses emerging needs -SPM Highly efficient package-level integrated power management solutions 61 Margin Drivers Shifting Our Margin Profile Manage Population II Grow Population III • Minimize through lead time • Cost reduction • New product design wins • Obsolete / exit / divest • Pricing • Responsive supply chains • Cost reductions / product redesigns • Technology migrations 40% Millions $ % of Total $200 Decrease Population I $0 0% < Low 0 0 > 10 Margin 10 > 20 20 > 30Margin30 > 40 Average 62 40 > 50High 50 > Margin Margin Drivers Increase In-sourced A&T 100% In-Source % 80% Peers 60% S FC 40% Today 2 – 3+ Years Cost Reduction Opportunity • Backend drives 30% - 70% of total product cost depending on product line • Subcon costs have risen due to exchange rates and higher utilization • Invest $90M+ over 3 years to increase backend capacity • • Payback is < 2 years Impact on gross margins is 1.5% to 2.0% 63 Margin Drivers Process Upgrades will Drive Front End Savings • Maine 8” conversion will increase die capacity by ~70% with minimal impact to fixed and variable overhead • Migration of System General and other Bucheon processes to Maine fab on 0.5µm or lower will increase Power Conversion margins by ~600 bps • SupreMOS and FS Trench IGBT processes in Bucheon drive 30% to 40% die shrink while maintaining RDS on performance • PT4, PT6, PT5, RP5 processes in Salt Lake underway to increase die per wafer by 30% to 45% 64 Target Business Model (Quarter) Total Company Revenue Range $485 – 545m Gross Margin 36 - 38% R&D (% of Sales) 8% SG&A (% of Sales) 12% Operating Margin 16 - 18% 65 Strong Cash Flow and Balance Sheet www.fairchildsemi.com Company Confidential 66 Strong Balance Sheet Stable Cash Flow Drives Lower Financial Leverage 8 Qtr Rolling FCF Net Debt 30.0 Free Cash Flow $M $700.0 25.0 $600.0 20.0 $500.0 15.0 $400.0 10.0 $300.0 5.0 $200.0 7 4'0 $100.0 Q Q 3'0 7 7 7 2'0 1'0 Q Q 6 6 4'0 3'0 Q Q 6 6 2'0 Q 5 1'0 4'0 Q Q 5 5 3'0 2'0 Q Q 4 5 1'0 4'0 Q Q 4 4 3'0 Q 4 1'0 Q Q 2'0 4'0 3'0 3 3 3 2'0 Q Q Q Q 1'0 3 2 4'0 3'0 2 2 Q Q 4'0 2'0 Q Q Q 1'0 1 2 0.0 -5.0 $0.0 -10.0 1999 2000 2001 2002 2003 2004 2005 2006 Trended Debt $1,400,000 9.0% $1,200,000 8.0% Stable cash flow and disciplined balance sheet management enabled FCS to decrease debt and secure lower interest rates 7.0% $1,000,000 6.0% $800,000 5.0% $600,000 4.0% 3.0% $400,000 2.0% $200,000 1.0% $0 0.0% Total Year Total Year Total Year Total Year 1997 (Mar 11- Dec 21, 1997) 1999 2001 $2,007 Drawn Revolving Credit Bank Debt Convertible Debt High Yield Debt Undrawn Revolving Credit Net Interest % of Sales 67 2007 Strong Balance Sheet Investment to Drive Margin Improvement Capital Expenditures 18.0% % of Sales 16.0% 14.0% Increased Investment to Drive A&T Cost Reduction 12.0% 10.0% 8.0% 6.0% 4.0% 2.0% 0.0% 2000 2001 2002 2003 2004 2005 68 2006 2007 2008 2009 2010 Fairchild: The Power Franchise® • Better cycle management has produced improved financial results • 8 quarter rolling average for sales / GM / EPS show good progress • Top priority going forward is margin growth through: • • Profitable sales growth in analog and functional power products • Better mix of products due to more new products and reduction/divestiture of low margin business • Product cost reduction driven by increased A&T in-sourcing, fab shrinks and new processes • Good cost controls to reduce OPEX as a % of sale to target levels Expect strong cash flow as we progress to financial targets, which enables lower leverage and allows us to invest in the business We’re making solid progress at transitioning Fairchild to be a premier power management company…not only in sales but also profitability! 69