ON Semiconductor Reports Fourth Quarter and 2014 Annual Results

For the fourth quarter of 2014, highlights include:

• Total revenues of $864.2 million
• GAAP gross margin of 32.1 percent, non-GAAP gross margin of 34.1 percent
• GAAP earnings per diluted share of $0.01, non-GAAP earnings per diluted share of $0.17
• Repurchased approximately 8 million shares
• Announced capital return policy and a four year $1 billion share repurchase program

For 2014, highlights include:

• Total revenues of $3,161.8 million
• GAAP gross margin of 34.3 percent, non-GAAP gross margin of 35.3 percent
• GAAP earnings per diluted share of $0.44, non-GAAP earnings per diluted share of $0.75
• Closed the acquisitions of Aptina Imaging and Truesense Imaging
• Repurchased approximately 13.9 million shares

PHOENIX--- ON Semiconductor Corporation (ONNN), driving energy efficient innovation, today announced that total revenues in the fourth quarter of 2014 were $864.2 million, up approximately 3.7 percent compared to the third quarter of 2014. During the fourth quarter of 2014, the company reported GAAP net income of $4.9 million, or $0.01 per diluted share. The fourth quarter 2014 GAAP net income was negatively impacted by approximately $71.4 million of special items. The complete special items detail can be found in the attached schedules. Results for fourth quarter of 2014 include the contribution for the full quarter from our acquisition of Aptina Imaging, which closed on August 15, 2014.

Fourth quarter 2014 non-GAAP net income was $76.3 million, or $0.17 per diluted share, compared to $89.7 million, or $0.20 per diluted share, for the third quarter of 2014. A reconciliation of these non-GAAP financial measures (and other non-GAAP measures used elsewhere in this release) to the company's most directly comparable measures prepared in accordance with U.S. GAAP are set forth in the attached schedules and on our website at http://www.onsemi.com. Additional information on revenue by end market, region, distribution channel and business unit, and share count can be found on the "Investors" section of our website.

On a mix-adjusted basis, average selling prices for ON Semiconductor in the fourth quarter of 2014 were down approximately two percent when compared to the third quarter of 2014. Total company GAAP gross margin in the fourth quarter was 32.1 percent, and total company non-GAAP gross margin in the fourth quarter was 34.1 percent. For the fourth quarter of 2014, GAAP operating margin was 2.3 percent, whereas non-GAAP operating margin was 10.3 percent.

Adjusted EBITDA for the fourth quarter of 2014 was $143.2 million. Adjusted EBITDA for the third quarter of 2014 was $154.3 million. During the fourth quarter, the company repurchased approximately 8 million shares of common stock for approximately $68 million.

Total revenues for 2014 were $3,161.8 million, an increase of approximately 13.6 percent from $2,782.7 million in 2013. During 2014, the company reported GAAP net income of $195.2 million, or $0.44 per diluted share. The 2014 GAAP net income included charges of $139.1 million from special items, including $68.4 million of amortization of acquisition related intangible assets, which are largely attributed to our acquisitions of Truesense Imaging and Aptina Imaging. The remaining charges and special items detail can be found in the attached schedules. During 2013, the company reported GAAP net income of $150.4 million, or $0.33 per diluted share. The 2013 GAAP net income included net charges of $90.3 million from special items, the details of which can be found in the attached schedules.

Non-GAAP net income for 2014 was $334.3 million, or $0.75 per diluted share. The non-GAAP net income for 2013 was $240.7 million, or $0.53 per diluted share.

The company’s GAAP gross margin in 2014 was 34.3 percent. GAAP gross margin in 2014 included a net charge of approximately $30.9 million, or approximately 100 basis points, from special items. Non-GAAP gross margin in 2014 was 35.3 percent. The company’s GAAP gross margin in 2013 was 33.4 percent. GAAP gross margin in 2013 included a net charge of approximately $4.0 million, or approximately 10 basis points, from special items. Non-GAAP gross margin in 2013 was 33.5 percent. The special item details can be found in the attached schedules.

"We are off to a solid start in 2015 with improving order rates and a favorable macro-economic backdrop," said Keith Jackson, president and CEO of ON Semiconductor. "Our strategy of focusing our investments in automotive, industrial, and smartphone end-markets is showing strong results with solid revenue growth and growing design win pipeline. Our acquisitions of Truesense and Aptina should further accelerate our momentum in 2015 in automotive and industrial markets.

“With a strong outlook for our business, we should be able to achieve our free cash target of $300 million to $400 million in the current year. We intend to deploy most of the free cash generated in 2015 for share repurchase in accordance with our recently announced capital allocation policy."

FIRST QUARTER 2015 OUTLOOK

"Based upon product booking trends, backlog levels, and estimated turns levels, we anticipate that total ON Semiconductor revenue will be approximately $840 million to $880 million in the first quarter of 2015," Jackson said. "Backlog levels for the first quarter of 2015 represent approximately 80 to 85 percent of our anticipated first quarter 2015 revenue. Average selling prices for the first quarter of 2015 are expected to be down approximately two percent when compared to the fourth quarter of 2014. The outlook for the first quarter of 2015 includes stock-based compensation expense of approximately $12 million to $14 million."

The following table outlines ON Semiconductor's projected first quarter of 2015 GAAP and non-GAAP outlook.

Revision to Previously Issued Financial Statements

We have revised prior periods to record a deferred tax asset in a foreign subsidiary and have made adjustments in each successive period related to the foreign currency exchange rate changes associated with that item. The prior periods also include revised amounts from a change in application of an accounting policy, related to manufacturing variances, and other adjustments. The company has determined that all amounts were immaterial to each of the reporting periods. Our results will be finalized in our Annual Report on Form 10-K, which is scheduled to be filed on or about February 23, 2015.

TELECONFERENCE

ON Semiconductor will host a conference call for the financial community at 5:00 p.m. Eastern Time (EST) on February 5, 2015, to discuss this announcement and ON Semiconductor’s results for the fourth quarter of 2014. The company will also provide a real-time audio webcast of the teleconference on the Investors page of its website at http://www.onsemi.com. The webcast replay will be available at this site approximately one hour following the live broadcast and will continue to be available for approximately 30 days following the conference call. Investors and interested parties can also access the conference call through a telephone call by dialing (888) 291-2604 (U.S./Canada) or (760) 536-5202 (International). In order to join this conference call, you will be required to provide the Conference ID Number - which is 66690866.

About ON Semiconductor

ON Semiconductor (ONNN) is driving innovation in energy efficient electronics, empowering design engineers to reduce global energy use. The company offers a comprehensive portfolio of energy efficient power and signal management, logic, discrete and custom solutions to help customers solve their unique design challenges in automotive, communications, computing, consumer, industrial, LED lighting, medical, military/aerospace and power supply applications. ON Semiconductor operates a responsive, reliable, world-class supply chain and quality program, and a network of manufacturing facilities, sales offices and design centers in key markets throughout North America, Europe, and the Asia Pacific regions. For more information, visit http://www.onsemi.com.

ON Semiconductor and the ON Semiconductor logo are registered trademarks of Semiconductor Components Industries, LLC. All other brand and product names appearing in this document are registered trademarks or trademarks of their respective holders. Although the company references its website in this news release, information on the website is not to be incorporated herein.

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included or incorporated in this document could be deemed forward-looking statements, particularly statements about the future financial performance of ON Semiconductor. These forward-looking statements are often characterized by the use of words such as "believes," "estimates," "expects," "projects," "may," "will," "intends," "plans," "should," or "anticipates," or by discussions of strategy, plans or intentions. All forward-looking statements in this document are made based on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. Among these factors are our revenues and operating performance, economic conditions and markets (including current financial conditions), effects of exchange rate fluctuations, the cyclical nature of the semiconductor industry, changes in demand for our products, changes in inventories at our customers and distributors, technological and product development risks, enforcement and protection of our intellectual property rights and related risks, risks related to the security of our information systems and secured network, availability of raw materials, electricity, gas, water and other supply chain uncertainties, our ability to effectively shift production to other facilities when required in order to maintain supply continuity for our customers, variable demand and the aggressive pricing environment for semiconductor products, our ability to successfully manufacture in increasing volumes on a cost-effective basis and with acceptable quality for our current products, competitor actions including the adverse impact of competitor product announcements, pricing and gross profit pressures, loss of key customers, order cancellations or reduced bookings, changes in manufacturing yields, control of costs and expenses and realization of cost savings and synergies from restructuring activities, significant litigation, risks associated with decisions to expend cash reserves for various uses such as debt prepayment, stock repurchases or acquisitions rather than to retain such cash for future needs, risks associated with acquisitions and dispositions (including from integrating and consolidating and timely filing financial information with the Securities and Exchange Commission ("SEC") for acquired businesses and difficulties encountered in accurately predicting the future financial performance of acquired businesses), risks associated with our substantial leverage and restrictive covenants in our debt agreements that may be in place from time to time, risks associated with our worldwide operations, including foreign employment and labor matters associated with unions and collective bargaining arrangements, as well as man-made and/or natural disasters affecting our operations and finances/financials, the threat or occurrence of international armed conflict and terrorist activities both in the United States and internationally, risks and costs associated with increased and new regulation of corporate governance and disclosure standards, risks related to new legal requirements and risks involving environmental or other governmental regulation. Additional factors that could cause results to differ materially from those projected in the forward-looking statements are contained in ON Semiconductor's 2013 Annual Report on Form 10-K filed with the SEC on February 21, 2014 ("2013 Form 10-K"), Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other of our filings with the SEC. You should carefully consider the trends, risks and uncertainties described in this document, the 2013 Form 10-K and other reports filed with or furnished to the SEC before making any investment decision with respect to our securities. If any of these trends, risks or uncertainties actually occurs or continues, our business, financial condition or operating results could be materially adversely affected, the trading prices of our securities could decline, and you could lose all or part of your investment. The company will report final results for the fourth quarter 2014 and the fiscal year ended December 31, 2014 in its annual report on Form 10-K to be filed with the SEC. The company's fourth quarter 2014 results could change during the time between this announcement and the filing of its annual report on Form 10-K with SEC. Readers are cautioned not to place undue reliance on forward-looking statements. We assume no obligation to update such information. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

Certain of the amounts in the above table may not total due to rounding of individual amounts.

Total share-based compensation expense, related to the company’s stock options, restricted stock units, stock grant awards and employee stock purchase plan is included below.

Non-GAAP Measures

To supplement the consolidated financial results prepared under GAAP, ON Semiconductor uses non-GAAP measures which are adjusted from the most directly comparable GAAP results to exclude items related to the amortization of intangible assets, amortization of acquisition-related intangibles, expensing of appraised inventory fair market value step-up, inventory valuation adjustments, purchased in-process research and development expenses, restructuring, asset impairments and other, net, goodwill impairment charges, gains and losses on debt prepayment, non-cash interest expense, their related tax effects, actuarial (gains) losses on pension plans and other pension benefits, third party acquisition related costs, and certain other special items, as necessary. Management does not consider these charges in evaluating the core operational activities of ON Semiconductor. Management uses these non-GAAP measures internally to make strategic decisions, forecast future results and evaluate ON Semiconductor’s current performance. In addition, we believe that most analysts covering ON Semiconductor use the non-GAAP measures as well. Given management’s and other relevant use of these non-GAAP measures, ON Semiconductor believes these measures are important to investors in understanding ON Semiconductor’s current and future operating results as seen through the eyes of management. In addition, management believes these non-GAAP measures are useful to investors in enabling them to better assess changes in ON Semiconductor’s core business across different time periods. These non-GAAP measures are not in accordance with or an alternative to GAAP financial data and may be different from non-GAAP measures used by other companies. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures, even if they have similar names.

Non-GAAP Gross Profit and Gross Margin

The use of non-GAAP gross profit and gross margin allows management to evaluate, among other things, the gross margin and gross profit of the company’s core businesses and trends across different reporting periods on a consistent basis, independent of non-cash items including, generally speaking, expensing of appraised inventory fair market value step-up and amortization of intangible assets. In addition, it is an important component of management’s internal performance measurement and incentive and reward process as it is used to assess the current and historical financial results of the business, for strategic decision making, preparing budgets, obtaining targets, and forecasting future results. Management presents this non-GAAP financial measure to enable investors and analysts to evaluate our revenue generation performance relative to the direct costs of revenue of ON Semiconductor’s core businesses.

Non-GAAP Operating Profit and Operating Margin

The use of non-GAAP operating profit and operating margin allows management to evaluate, among other things, the operating margin and operating profit of the company’s core businesses and trends across different reporting periods on a consistent basis, independent of non-cash items including, generally speaking, expensing of appraised inventory fair market value step-up, amortization of intangible assets, third party acquisition related costs, and restructuring charges. In addition, it is an important component of management’s internal performance measurement and incentive and reward process as it is used to assess the current and historical financial results of the business, for strategic decision making, preparing budgets, obtaining targets, and forecasting future results. Management presents this non-GAAP financial measure to enable investors and analysts to evaluate our revenue generation performance relative to the direct costs of operations of ON Semiconductor’s core businesses.

Non-GAAP Net Income and Net Income Per Share

The use of non-GAAP net income and net income per share allows management to evaluate the operating results of ON Semiconductor’s core businesses and trends across different reporting periods on a consistent basis, independent of non-cash items including, generally speaking, the amortization of intangible assets, amortization of acquisition-related intangibles, expensing of appraised inventory fair market value step-up, purchased in-process research and development expenses, restructuring, asset impairments and other, net, goodwill impairment charges, gains and losses on debt prepayment, non-cash interest expense, their related tax effects, actuarial (gains) losses on pension plans and other pension benefits, third party acquisition related costs, and certain other special items, as necessary. In addition, they are important components of management’s internal performance measurement and incentive and reward process as they are used to assess the current and historical financial results of the business, for strategic decision making, preparing budgets, obtaining targets, and forecasting future results. Management presents these non-GAAP financial measures to enable investors and analysts to understand the results of operations of ON Semiconductor’s core businesses and, to the extent comparable, to compare our results of operations on a more consistent basis against that of other companies in our industry.