“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.

ON SEMICONDUCTOR Q1 2015 BUSINESS OUTLOOK
			Total ON Semiconductor GAAP			Special Items ***			Total ON Semiconductor Non-GAAP****
Revenue			$840 to $880 million						$840 to $880 million
Gross Margin			33.4% to 35.4%						33.4% to 35.4%
Operating Expenses			$231 to $244 million			$31 to $34 million			$200 to $210 million
Net Interest Expense / Other Expenses			$7 to $9 million						$7 to $9 million
Convertible Notes, Non-cash Interest Expense*			$2 million			$2 million
Tax			$7 to $10 million			$2 million			$5 to $8 million
Diluted Share Count **			435 million						435 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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