Market For Common Equity And Related Stockholder Matters
     


   Our Class A Common Stock trades on the New York Stock Exchange ("NYSE") under the trading symbol "FCS". There is no established public trading market for our Class B Common Stock. The following table sets forth for the periods indicated the high and low closing sales prices per share of Fairchild Semiconductor International, Inc. Class A Common Stock, as reported by the NYSE:

 
High
Low
First Quarter
(from December 27, 1999 to April 2, 2000)
$43.75
$25.94
Second Quarter
(from April 3 to July 2, 2000)
$48.44
$33.00
Third Quarter
(from July 3 to October 1, 2000)
$42.00
$28.13
Fourth Quarter
(from October 2 to December 31, 2000)
$27.94
$11.81


   As of March 1, 2001, there were approximately 330 holders of record of our Class A Common Stock and one holder of our Class B Common Stock. We have not paid dividends on our Common Stock and have no present intention of so doing. Certain agreements, pursuant to which we have borrowed funds, contain provisions that limit the amount of dividends and stock repurchases that we may make.