Fairchild Semiconductor Prices $200 Million in Convertible Notes

    SOUTH PORTLAND, Maine--Oct. 26, 2001--Fairchild Semiconductor International today announced that its wholly owned subsidiary, Fairchild Semiconductor Corporation, has agreed to privately place $200 million aggregate principal amount of 5.0% convertible senior subordinated notes due 2008. The notes will be unsecured obligations, convertible into common stock of Fairchild Semiconductor International at a conversion price of $30.00 per share. The notes will rank on a parity with Fairchild Semiconductor Corporation's existing senior subordinated debt and will be subordinated to all future senior indebtedness of Fairchild. The placement of the notes is expected to close on October 31, 2001.
    Fairchild intends to use the net proceeds of the issuance for general corporate purposes, including acquisitions and, depending on market conditions and other factors, purchasing its debt from time to time. If any such purchases of debt are effected at a premium to principal amount, Fairchild would be required to record a charge against earnings in the reporting period in which such purchase occurs.
    The notes are being offered to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933. The notes will not be registered under the Securities Act. Unless so registered, the notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

    Special Note on Forward-Looking Statements:

    This press release includes forward-looking statements that are based on management's assumptions and expectations and that involve risk and uncertainty. Forward-looking statements usually, but do not always, contain forward-looking terminology such as "we believe," "we expect," "we plan," or "we anticipate," or refer to management's expectations about Fairchild's future performance. Many factors could cause actual results to differ materially from those expressed in forward-looking statements. Among these factors are the following: changes in overall economic conditions; changes in demand for our products; changes in inventories at our customers and distributors; technological and product development risks; availability of manufacturing capacity; availability of raw materials; competitors' actions; loss of key customers; order cancellations or reduced bookings; changes in manufacturing yields or output; and significant litigation. These and other risk factors are discussed in the company's quarterly and annual reports filed with the SEC (see the Business Risks section of Management's Discussion and Analysis of Financial Condition and Results of Operations in the company's quarterly report on Form 10-Q for the quarter ended July 1, 2001), available at the Investor Relations section of Fairchild Semiconductor's web site at investor.fairchildsemi.com or the Securities and Exchange Commission's web site at www.sec.gov.