PHOENIX — (BUSINESS WIRE) — July 31, 2014 — ON Semiconductor Corporation (Nasdaq: ONNN)

For the second quarter of 2014, highlights include:

• Total revenues of $757.6 million
• GAAP gross margin of 36.0 percent
• Non-GAAP gross margin of 36.2 percent
• GAAP net income per diluted share of $0.20
• Non-GAAP net income per diluted share of $0.20

ON Semiconductor Corporation (Nasdaq: ONNN), driving energy efficient innovation, today announced that total revenues in the second quarter of 2014 were $757.6 million, up approximately 7.2 percent compared to the first quarter of 2014. During the second quarter of 2014, the company reported GAAP net income of $88.0 million, or $0.20 per diluted share. The second quarter 2014 GAAP net income was negatively impacted by approximately $1.7 million of special items. The complete special items detail can be found in the attached schedules.

Second quarter 2014 non-GAAP net income was $89.7 million, or $0.20 per diluted share, compared to $75.2 million, or $0.17 per diluted share, for the first 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 second quarter of 2014 were down slightly more than one percent when compared to the first quarter of 2014. Total company GAAP gross margin in the second quarter was 36.0 percent and total company non-GAAP gross margin in the second quarter was 36.2 percent. For the second quarter of 2014, GAAP operating margin was 10.8 percent, whereas non-GAAP operating margin was 13.4 percent.

Adjusted EBITDA for the second quarter of 2014 was $146.5 million. Adjusted EBITDA for the first quarter of 2014 was $131.0 million.

“Our strong revenue growth and margin expansion in the second quarter clearly point to our momentum in key markets and improving operating performance," said Keith Jackson, president and CEO of ON Semiconductor. "Our strategy of focusing on automotive, industrial and smartphone end-markets is yielding results. Our revenue in these markets, which comprise approximately 65 percent of our total revenue, grew by more than 10 percent year-over-year during the first half of the year, well ahead of our stated goal of annual growth in the mid to high single digit percentage point range.

"Revenue growth along with an optimal cost structure and additional benefits from previously announced restructuring measures should enable us to generate strong operating leverage going forward. With our recent acquisition of Truesense, the pending acquisition of Aptina Imaging and recently announced foundry partnership with Fujitsu Semiconductor, we are well positioned for further growth in our revenue and earnings."

THIRD QUARTER 2014 OUTLOOK

“Based upon product booking trends, backlog levels and estimated turns levels, we anticipate that total ON Semiconductor revenue will be approximately $765 to $795 million in the third quarter of 2014,” Jackson said. “Backlog levels for the third quarter of 2014 represent approximately 80 to 85 percent of our anticipated third quarter 2014 revenue. Average selling prices for the third quarter of 2014 are expected to be down approximately one to two percent when compared to the second quarter of 2014. The outlook for the third quarter of 2014 includes stock-based compensation expense of approximately $11 to $13 million. Our guidance for the third quarter of 2014 does not include any contribution from our pending acquisition of Aptina, Inc."

The following table outlines ON Semiconductor's projected third quarter of 2014 GAAP and non-GAAP outlook.

ON SEMICONDUCTOR Q3 2014 BUSINESS OUTLOOK
			Total ON Semiconductor GAAP			Special Items ***			Total ON Semiconductor Non-GAAP****
Revenue			$765 to $795 million						$765 to $795 million
Gross Margin			35.6% to 37.6%			$2 to $3 million			35.9% to 37.9%
Operating Expenses			$184 to $196 million			$14 to $16 million			$170 to $180 million
Net Interest Expense / Other Expenses			$7 to $9 million						$7 to $9 million
Convertible Notes, Non-cash Interest Expense*			$2 million			$2 million			$0 million
Tax			$8.5 to $11.5 million			$2 to $3 million			$6.5 to $8.5 million
Diluted Share Count **			444 million						444 million

*	Convertible Notes, Non-cash Interest Expense is calculated pursuant to FASB's Accounting Standards Codification (“ASC”) Topic 470: Debt.
**	Diluted share count can vary for, among other things, the actual exercise of options or vesting of restricted stock units, the incremental dilutive shares from all of the company's convertible senior subordinated notes, and the repurchase or the issuance of stock or convertible notes or the sale of treasury shares.
***	Special items may include: 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, income tax adjustments to approximate cash taxes, actuarial (gains) losses on pension plans and other pension benefits, and certain other special items, as necessary.
****	Regulation G and other provisions of the securities laws regulate the use of financial measures that are not prepared in accordance with GAAP. We believe these non-GAAP measures provide important supplemental information to investors. We use these measures, together with GAAP measures, for internal managerial purposes and as a means to evaluate period-to-period comparisons. However, we do not, and you should not, rely on non-GAAP financial measures alone as measures of our performance. We believe that non-GAAP financial measures reflect an additional way of viewing aspects of our operations that - when taken together with GAAP results and the reconciliations to corresponding GAAP financial measures that we also provide in our releases - provide a more complete understanding of factors and trends affecting our business. 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.

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