Fairchild Semiconductor Announces Common Stock Offering

    SOUTH PORTLAND, Maine--May 20, 2002--Fairchild Semiconductor International, Inc. today announced that it and a selling stockholder will offer 20,000,000 shares of Fairchild's Class A common stock in a public offering under a shelf registration statement. Fairchild will offer 13,000,000 newly issued shares and the selling stockholder will offer 7,000,000 currently outstanding shares.
    The underwriters of the offering would have an option to purchase an additional 3,000,000 shares to cover over-allotments, of which 1,500,000 shares would be issued by Fairchild and 1,500,000 shares would be outstanding shares offered by the selling stockholder.
    Fairchild intends to use a portion of the net proceeds it would receive to repurchase $285 million outstanding principal amount of its 10-1/8% Senior Subordinated Notes Due 2007 at a redemption price (expressed as a percentage of principal amount) of 105.063%, plus accrued interest, which would reduce the company's interest expense by $30.5 million per year. The company would be required to record a charge against earnings in the reporting period in which the notes are repurchased. The remaining net proceeds to be received by Fairchild would be used for general corporate purposes. Fairchild would not receive any proceeds from the sale of shares by the selling stockholder.
    Credit Suisse First Boston and Salomon Smith Barney are the joint-lead underwriters for the offering, and Lehman Brothers and Robertson Stephens are co-managers.
    A preliminary prospectus supplement relating to the offering is being filed today by the company with the Securities and Exchange Commission and will be available on the SEC's web site at www.sec.gov. Printed copies of the preliminary prospectus supplement relating to the offering may also be obtained, when available, from the Prospectus Department of Credit Suisse First Boston, 11 Madison Avenue, New York, New York 10010, telephone 212-325-2580.
    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 these securities 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.

    Fairchild Semiconductor is a leading global supplier of high-performance products for multiple end markets. With a focus on developing leading edge power and interface solutions to enable the electronics of today and tomorrow, Fairchild's components are used in computing, communications, consumer, industrial and automotive applications. Fairchild's 10,000 employees design, manufacture and market power, analog & mixed signal, interface, logic, and optoelectronics products from its headquarters in South Portland, Maine, USA and numerous locations around the world.