Fairchild Semiconductor International (NYSE: FCS), one of the largest global suppliers of high performance power products for multiple end markets, today announced the formation of the Integrated Circuits Group to accelerate growth and leverage market opportunities. The group will include the company’s Interface & Logic Division and the Analog & Mixed Signal Division. Keith Jackson, formerly executive vice president and general manager of the Analog & Mixed Signal Division, was named to lead the new group.

“By leveraging the talents and energies of the Interface & Logic Division with our Analog & Mixed Signal Division, we will be able to more aggressively capitalize on market opportunities,” said Kirk Pond, president, CEO and chairman of the Board of Fairchild Semiconductor. “The two businesses have worked closely together for a number of years, particularly in the areas of interface and analog. This is an opportunity for creating an organization where the whole is greater than the sum of its parts. I’m excited about the Integrated Circuit Group’s potential to accelerate Fairchild’s revenue growth, improve margins and build upon our industry leading analog and logic market share positions.”

“We have identified significant opportunities to increase our shared techniques in integrated circuit mixed signal design and cross-use of libraries while strengthening our position in new system applications by combining our technology and marketing efforts,” said Keith Jackson, executive vice president and general manager of the Integrated Circuits Group. “Fairchild has gained significant market share in both our Interface & Logic business as well as our Analog business — which we built from scratch four years ago into a business of approximately $340 million today. The combined strengths within the Integrated Circuits Group will accelerate that growth momentum.”

Keith has more than two decades of experience in the semiconductor industry. He has been a member of the Executive Committee of Fairchild Semiconductor since he joined the company in 1998. He was previously the vice president of National Semiconductor’s Interface Group and of their Analog & Mixed Signal Division. Keith brings engineering, marketing and management experience gained at National, Texas Instruments and the original Fairchild Semiconductor to his new role. He earned bachelor’s and master’s degrees in Electrical Engineering from Southern Methodist University and holds numerous patents.

W.T. Greer, formerly senior vice president and general manager of the Interface & Logic Division, has announced his intention to retire effective September 1, 2002 after more than thirty years in the semiconductor industry.

About Fairchild Semiconductor International:

Fairchild Semiconductor International (NYSE: FCS) 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. Please contact us on the web at www.fairchildsemi.com.

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 global or regional economic or political conditions (including as a result of terrorist attacks and responses to them); 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.

Integrated Circuit Systems, Inc. (Nasdaq:ICST), today announced that it has signed a definitive agreement to acquire Micro Networks Corporation, a leading supplier of precision timing devices for optical networking, wireless infrastructure and high end network servers using surface acoustic wave (SAW) and RF technology.

The agreement calls for ICS to purchase all outstanding shares and options in Micro Networks for $65 million in cash, part of which will be funded through term bank financing already in place. In addition, ICS will assume approximately $12 million of debt. Micro Networks had approximately $40 million of revenue for the 9 months ended September 2001.

The Micro Networks acquisition is scheduled to close after this fiscal quarter ends. Accordingly, there will be no effect on consolidated earnings this quarter. However, it is expected to be accretive to Integrated Circuit Systems’ consolidated earnings beginning next quarter.

Hock E. Tan, President and CEO of Integrated Circuit Systems commented, “This is a great fit. By acquiring Micro Networks, we now have access to technology, which will significantly enhance the performance of our silicon timing products in order to strengthen our position within existing strategic markets as servers and storage systems and address new high growth markets. We believe such new markets will include the next generation high speed SONET (OC-192 and beyond), 3-G wireless base stations and wireless LAN.”

Michael Ferrantino, President of Micro Networks added, “We are extremely excited to be part of the ICS organization. We are now able to offer a broader and more strategic range of signal processing and timing products to our communication customers.”

About ICS

Integrated Circuit Systems, Inc. is a leader in the design, development and marketing of silicon timing devices for communications, networking, computing and digital multimedia applications. The Company is headquartered in Valley Forge, PA, with key facilities in San Jose, CA; Tempe, AZ; and Singapore.

Statements included in this release, to the extent they are forward looking, involve a number of risks and uncertainties related to competitive factors, technological developments and market demand. Further information on these and other potential factors that could affect the Company’s financial results can be found in the Company’s Form 10-K filed on September 12, 2001.

Integrated Circuit Systems, Inc. has purchased 2,475,000 shares under this program through today and continues to purchase shares under this program.

About ICS

Integrated Circuit Systems, Inc. is a leader in the design, development and marketing of silicon timing devices for communications, networking, computing and digital multimedia applications. The Company is headquartered in Norristown, PA, with key facilities in San Jose, CA; Tempe, AZ; Worcester, MA and Singapore.

Statements included in this release, to the extent they are forward looking, involve a number of risks and uncertainties related to competitive factors, technological developments and market demand. Further information on these and other potential factors that could affect the Company’s financial results can be found in the Company’s Form 10-K filed on September 16, 2004.

Henry Boreen, chairman and chief executive officer, commented that “Our goal continues to be growing the Company’s business, but at the same time we intend to explore all available alternatives to maximize shareholder value.” -0-

Integrated Circuit Systems, Inc. is a manufacturer of integrated circuit products focusing on the design and marketing of mixed signal integrated circuits for frequency timing, multimedia and data communications applications. The Company is headquartered in Valley Forge, Pa., with a major facility in San Jose, Calif.

This news release discusses primarily historical information. Statements included in this release, to the extent they are forward looking, involve a number of risks anduncertainties related to competitive factors, technological developments and market demand. Further information on these and other potential factors that could affect the Company’s financial results can be found in the Company’s Form 10K for its fiscal year ended June 28, 1997.

Integrated circuits that would perform a variety of analog-signal, digitalsignal, and power input/output functions have been proposed. Conceived for use as versatile, fault-tolerant interfaces among components and subsystems of spacecraft, these multifunction integrated circuits could also be attractive for similar uses in a variety of terrestrial systems, including ground vehicles, aircraft, industrial facilities, and communication systems.

Each such multifunction integrated circuit would be fabricated as a single complementary metal oxide semiconductor (CMOS) chip that would contain some or all of the following functional units (see figure):

* A transceiver for spread-spectrum radio communication with other such integrated circuits;

* A microprocessor functioning as a central processing unit (CPU) or digital signal processor (DSP);

* Volatile and/or nonvolatile memory circuits;

* Analog input circuits, including signalconditioning amplifiers and analog-todigital converters (ADCs);

* Analog output circuits, including digital-to-analog converters (DACs);

* Digital input/output (I/O) circuits;

* Power-switching circuits containing high-power metal oxide semiconductor field-effect transistors (MOSFETs).

The multifunction integrated circuit would serve as both a power and a signal interface for the subsystem or component to which it was connected. If, for example, the subsystem were a motor, then the multifimction integrated circuit could receive motor commands transmitted by radio from a different subsystem, switch the motor power on and off as needed, and possibly transmit data on the operation of the motor (e.g., shaft-angle, speed, voltage, and/or current readings) to another subsystem. Other than wire connections for a radio-communication antenna and for the motor or other subsystem served, the only wire connections between the multifunction integrated circuit and the rest of the system would be those needed to supply power to the circuit and subsystem.

All data and control signals - both digital and analog - would be transmitted via the radio links. By serving as standardized interfaces that would eliminate the need for signal wiring, these multifunction integrated circuits could make it easier to design and construct multinode systems that could be reconfigured in software (and perhaps in hardware). With respect to digital communication among subsystems, each of the multifunction integrated circuits would constitute a node of a wireless communication network. By use of previously developed Ethernet (or equivalent) and spread-spectrum protocols, babbling (uncontrolled transmission) by one of the nodes of the network would be prevented from interfering with communication among the other nodes.

A special committee of the board of directors of the Company has been working to review the potential buyout of the Company.

That committee determined not to pursue the possible buyout by the financial group led by management based on, among other things, the advice of the committee’s financial advisor that a possible offer by the management group in the range of up to $17.50 per share would not be fair to the shareholders of the Company from a financial point of view.

Henry Boreen, chairman and chief executive officer of the Company, stated, “I certainly understand and accept the special committee’s decision, and I am committed to the Company.”

Integrated Circuit Systems Inc. is a manufacturer of integrated circuit products focusing on the design and marketing of mixed signal integrated circuits for frequency timing, multimedia and data communications applications. The Company is headquartered in Valley Forge, with a major facility in San Jose, Calif.

This news release discusses primarily historical information. Statements included in this release, to the extent they are forward looking, involve a number of risks and uncertainties related to competitive factors, technological developments and market demand.

China’s Computer & Microelectronics Development and Study Centre of the Ministry of Information Industry, has reported that during the year 2000 China sold 23.24 billion units of integrated circuits to domestic and foreign markets. China’s total sales volume reached 97.53 billion yuan (US$11.75 billion), reflecting a rise by 40.1% since the figure posted in 1999, and by 78% from the figure posted in 1998.

MII stated that China’s microelectronics products accounted for 7% of the entire international market in 2000, reflecting a growth by 2% since the figure posted in 1999.

The government has reported that by the end of 2001, the number of key IC design companies in Beijing reached 60, whilst those with self- developed products exceeded 150.

Linux-hosted Virtual Platform is reconfigurable, functionally accurate simulator of microprocessor, SoC, or entire circuit board containing multiple ICs. Complete behavioral model of processor and peripheral hardware allows development teams to support early software development and integration. It replicates full functionality of development board or SoC design, allowing developers to exercise code without physical hardware. Platform can also connect to camera interfaces and LCDs.

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Porting of User Interface and Framework Links Software Development Platform with EDA Tools

Virtual Platforms provide a complete behavioral model of processor and peripheral hardware that development teams can use to support early software development and integration. A Virtual Platform replicates the full functionality of a development board or SoC design, allowing developers to exercise code without physical hardware.

“By porting its Virtual Platform technology to the Linux operating system (OS), Virtio has opened the door to closer integration between hardware and software development efforts. Integration issues are driving the synchronization of hardware and software development down to the RTL level,” said Virtio’s chief technology officer, Filip Thoen, “but typically EDA tools run under the Linux OS. This introduction marks the first time that functional models are available to the Linux community, allowing software and hardware developers to collaborate and use the same workstations.”

Virtio adapted its software by replacing its use of Microsoft ATL and ActiveX with Trolltech’s Qt application development framework. This allows the company to release new platforms for both Microsoft Windows- and Linux-based hosts as customers’ demands dictate, according to Thoen. “The models themselves are OS-independent,” said Thoen, “so once we develop a platform it will run under both OSes.” The Linux version will also allow Virtio to work with EDA providers to more closely integrate Virtual Platform models with hardware design tools.

More About Virtual Platforms

The Linux-hosted Virtual Platform models embedded processor cores, memory and peripherals, providing developers with a framework for executing and testing code without needing access to hardware. The platform can also connect to real-world peripherals such as camera interfaces and LCDs for full system-level testing. The processor models can execute targeted binaries as well as an operating system and work with compatible debuggers such as Metrowerks CodeWarrior and ARM RealView.

Virtual Platforms also provide software developers with benefits after hardware becomes available. The models allow access to internal registers that cannot be reached in hardware implementations, giving software developers additional insight into software operation. The result is faster system debugging and integration.

Although Bob Noyce would probably have taken the accolade of inventing the integrated circuit (IC) a few years later if Jack Kilby had not moved to Texas Instruments (TI) in the late 1950s, it was Kilby who unveiled the first demonstration of a microchip on 12 September 1958.

Kilby’s introduction to microelectronics came when he was working for a Milwaukee-based company making ceramic, silk-screened circuits for consumer products. The company had a licence from AT&T Bell Labs for the transistor and Kilby went on a two-week course to learn about semiconductors.

After that, he went to work for TI, which had a small semiconductor group at the time and better manufacturing resources. It was at TI that he came up with the idea of integrating active and passive electronic devices on the same wafer. The massive cost reductions allowed by integration would lead to an industry worth $136bn in 1999.

In the 1970s, Kilby left TI to work as an independent inventor, working on solar power among other things. He later joined Texas A&M University and now serves as director of several corporations.

The technology

Once the transistor had been invented, the idea of planarising the individual parts so that multiple transistors could be placed side-by- side was inevitable. What no-one could have predicted at the time of its invention was the breakneck speed of progress in IC design.

Although the original bipolar designs could be made in reasonable densities, it was the move to metal oxide semiconductors (MOS) that made it possible to build entire microprocessors on one piece of silicon. With MOS technology, it was a relatively simple step to move to the complementary (CMOS) variant. Although painful in terms of the loss of density compared with straight n-channel MOS (NMOS), the lower power consumption offered by CMOS would ultimately make it possible to build devices with millions of transistors on-chip.

As we move into the hundred million transistor generation, power dissipation is going to be the key to moving forward. Silicon-on- insulator technology shows some promise, but we are likely to be seeing variants of CMOS for some time yet.

The applications

No other economic model behaves like that of the IC business. No other has a roadmap as aggressive as that predicted by Moore’s Law. And that is why we are now seeing new cars being sold with as many as 70 microcontrollers inside.

The integrated electronics revolution has taken hold because engineers can predict, with reasonable accuracy, when it becomes more cost- effective to move from a traditional way of controlling a system to one based on microelectronics.

The Brazilian industries that form the electronics sector, that is, data processing, consumer electronics, telecommunications, and industrial automation, and which represent the market for integrated circuits, supply almost exclusively the country’s domestic demand. They do not have a cost structure to make them competitive in foreign markets, however, and this even includes subsidiaries of multinationals established in Brazil. The industrial policy adopted by the Brazilian government for the development of its electronic industrial complex, unlike that of countries such as South Korea, has generated supply and demand structures that differ widely in various sectors.

The data processing segment, for example, with a total market estimated at a little over $3.2 billion in 1990, and imports of $320 million that year, is larger in absolute figures than its South Korean counterpart and more diversified than Argentina’s and Mexico’s. Protected by a market reserve established in the late 70s and due to end in 1992, the sector was actually able to grow at a 25 to 30 percent average annual rate during the last decade. The potential for growth in this segment is still considerable, especially in the area of commercial automation, office automation, and networking of smaller equipment.

Brazil’s consumer electronics sector, representing a total market estimated at nearly $3 billion in 1988, enjoys a high level of participation in Brazil’s over-all electronics complex. However, production is still extremely low when compared to the country’s population of more than 150 million people, although total consumer buying power is also low by international industrialized standards.

Brazilian consumer electronics manufacturers, which represent the highest demand for integrated circuits, are largely concentrated in the Manaus Free Trade Zone. This trade area, administered by the government agency known as SUFRAMA, offers tax incentives to attract investment and industry, including facilities to import components and parts for assembly of final consumer products.

Manaus is practically a captive market of Japanese suppliers because the majority of companies already established in the area are Japanese subsidiaries, licensees, or joint-venture partners. The Manaus market is further restricted by the fact that a large number of the companies located there only assemble final products from imported parts that already contain electronic components such as integrated circuits.

Brazil’s telecommunications industry, representing a total market estimated at $1.5 billion in 1990, and imports of only $100 million, has long had its import purchases of integrated circuits restricted due to the government monopoly of the country’s telecommunications infrastructure. It has only been during the last two years that the government of Brazil has announced its intention to deregulate the sector, so far with only negligible results.

Finally, an industrial automation sector in Brazil is virtually non-existent, in absolute terms, due to the low level of utilization of digital technology in industrial plants.

The following demonstrates the relative participation of different segments of the Brazilian electronics sector in the total demand for integrated circuits:

Data Processing      - 30.6 percent
Telecommunications   - 12.1 percent

Consumer Electronics - 31.7 percent

Others - 25.6 percent

The Brazilian market for integrated circuits is heavily supplied by imports, which represent more than half of the total demand, which amounted to $384 million in 1990. This does not take contraband into consideration, estimated by some trade sources as being close to yet another 50 percent of total registered imports.

According to a 1989 study prepared by the Brazilian Secretariat of Science and Technology, more than half of the demand for integrated circuits refers to digital ICs, which in fact reflects current international market trends. As regards the technology employed, 67 percent of the total demand relates to bipolar ICs, while the remaining 33 percent requires MOS technology.

Application specific, or customized, ICs are not presently manufactured in Brazil. The participation of these types of circuits in the total Brazilian demand for ICs was estimated in 1988 at only 3-5 percent, but average annual growth rates are expected to be higher for these special ICs over the next five years, reflecting the development of the technological capacity undertaken by different segments of Brazil’s electronics sector.

Competitive Situation

Japan provides the strongest U.S. competition for the Brazilian market for integrated circuits, since Japanese suppliers benefit from favored treatment by Brazilian subsidiaries of Japanese companies, a large number of which are established in-country. Competition has also been stirred by the very attractive, lower prices offered by manufacturers in Asian countries such as Taiwan, Korea, and Hong Kong. However, their sales in the Brazilian market are not yet significant, and the technology is considered to be of inferior quality to that of U.S. and Japanese counterparts.