For the first quarter of 2009, highlights include:
• Total revenues of $379.1 million
• Adjusted EBITDA of $58.3 million
• GAAP net loss of $0.08 per fully diluted share
• Non-GAAP net income of $0.03 per fully diluted share
• Cash provided by operating activities of $28.7 million
• Internal inventories declined by approximately $36.3 million
• Reduction in debt of approximately $79 million
• Cash and cash equivalents of $402.4 million

PHOENIX, Ariz. – May 6, 2009 – ON Semiconductor Corporation (NASDAQ: ONNN) today announced that total revenues in the first quarter of 2009 were $379.1 million, a decrease of approximately 22 percent from the fourth quarter of 2008. During the first quarter of 2009, the company reported a GAAP net loss of $33.9 million, or $0.08 per fully diluted share. The first quarter 2009 GAAP net loss included net charges of $47.6 million, or $0.11 per fully diluted share, from special items. The special item details can be found in the attached schedules. During the fourth quarter of 2008, the company reported a GAAP net loss of $524.7 million, or $1.28 per fully diluted share which has been retroactively adjusted for the adoption of FASB Staff Position APB 14-1. During the fourth quarter the company recorded a charge of approximately $544.5 million arising from the company’s annual goodwill impairment testing. The goodwill impairment was a non-cash charge.

First quarter 2009 non-GAAP net income was $13.7 million, or $0.03 per share on a fully diluted basis. Fourth quarter 2008 non-GAAP net income was $62.0 million, or $0.15 per share on a fully diluted basis. A reconciliation of these non-GAAP financial measures (and other non-GAAP measures used elsewhere in this release, such as non-GAAP gross margin and adjusted EBITDA) 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 www.onsemi.com.

On a mix-adjusted basis, average selling prices in the first quarter of 2009 were down less than three percent when compared to the fourth quarter of 2008. The company’s gross margin in the first quarter was 29.6 percent. Non-GAAP gross margin in the first quarter of 2009 was 31.3 percent. GAAP gross margin in the first quarter included a net charge of approximately $6.6 million, or approximately 170 basis points, from special items. The special item details can be found in the attached schedules.

Adjusted EBITDA for the first quarter of 2009 was $58.3 million. Adjusted EBITDA for the fourth quarter of 2008 was $103.8 million.

“The first quarter of 2009 was a challenging period for the semiconductor industry,” said Keith Jackson, ON Semiconductor president and CEO. “Due to the slowdown in the macro economy, along with the reduction of inventory levels throughout the supply chain, we believe the semiconductor industry and ON Semiconductor shipped fewer products than the end-market consumed. In response to the slowdown of demand, we took aggressive actions to reduce our overall spending levels, reducing our SG&A and R&D expenses by approximately $24 million or 17 percent versus the third quarter of 2008 when excluding the benefits from the settlement of intellectual property infringement cases. In addition, we completed the closure of one wafer fabrication facility in the first quarter of 2009 and are on schedule to close two additional facilities by the end of the third quarter of this year and a fourth facility by the end of the first quarter of 2010 as previously announced. As we’ve moved through the first quarter, we experienced a continual improvement in the order activity for the first and second quarter of 2009 as customers became more comfortable with the new economic reality and their forecasts. We believe, consistent with industry information available to us, we have passed the bottom of the current semiconductor cycle and are expecting to grow our revenues in the second quarter of 2009.”

SECOND QUARTER 2009 OUTLOOK
“Based upon product booking trends, backlog levels and estimated turns levels, we anticipate that total revenues will be approximately $395 to $410 million in the second quarter of 2009,” Jackson said. “Backlog levels at the beginning of the second quarter of 2009 were up from backlog levels at the beginning of the first quarter of 2009 and represent approximately 80 percent of our anticipated second quarter 2009 revenues. We expect that average selling prices for the second quarter of 2009 will be down approximately one to two percent, sequentially. Beginning in the first quarter of 2009, we began recording non-cash interest expense associated with the adoption of FASB Staff Position No. APB 14-1 related to our convertible senior subordinated notes. In the second quarter of 2009, we anticipate approximately $9 million of non-cash interest expense associated with this adoption. The following table outlines our second quarter 2009 GAAP and non-GAAP outlook.”

Second Quarter 2009 Business Outlook

* Special Items can include: stock based compensation expense; restructuring, asset impairments and other, net; expensing of appraised inventory fair market value (FMV) step up; amortization of intangibles; goodwill impairments; income tax adjustments to approximate cash taxes; non-cash interest expense and certain other special items as necessary.

** Fully Diluted Share Count can vary for among other things, the actual exercise of options or 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 the sale of treasury shares. Please refer to the table on our website for potential changes to the Fully Diluted Share Count.

*** Regulation G and other provisions of the securities laws regulate the use of financial measures that are not prepared in accordance with generally accepted accounting principles. 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 news 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.

FINANCIALS

TELECONFERENCE
ON Semiconductor will host a conference call for the financial community at 5:00 p.m. Eastern Time (ET) on May 6, 2009 to discuss this announcement and ON Semiconductor’s results for the first quarter of 2009. The company will also provide a real-time audio broadcast of the teleconference on the Investor Relations page of its website at https://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) 546-9664 (U.S./Canada) or 706-679-4331 (International). In order to join this conference call, you will be required to provide the Conference ID Number – which is 95726971. Approximately one hour following the live broadcast, the company will provide a dial-in replay that will continue to be available through May 13, 2009. To listen to the teleconference replay, call 800-642-1687 (U.S./Canada) or 706-645-9291 (International). You will be required to provide the Conference ID Number – which is 95726971.

About ON Semiconductor
With its global logistics network and strong product portfolio, ON Semiconductor (NASDAQ: ONNN) is a preferred supplier of high performance, energy efficient, silicon solutions to customers in the power supply, automotive, communication, computer, consumer, medical, industrial, mobile phone, and military/aerospace markets. The company’s broad portfolio includes power, signal management, analog, DSP, advance logic, clock management, non-volatile memory and standard component devices. Global corporate headquarters are located in Phoenix, Arizona. The company operates 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 https://www.onsemi.com.

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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. These forward-looking statements include, but are not limited to, statements related to the future financial performance of ON. These forward-looking statements are based on information available to ON as of the date of this release and current expectations, forecasts and assumptions and involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks and uncertainties include a variety of factors, some of which are beyond ON’s control. In particular, such risks and uncertainties include difficulties encountered in integrating merged businesses; the variable demand and the aggressive pricing environment for semiconductor products; dependence on each company’s ability to successfully manufacture in increasing volumes on a cost-effective basis and with acceptable quality for its current products; the adverse impact of competitive product announcements; revenues and operating performance; poor economic conditions and markets, including the current credit markets; the cyclical nature of the semiconductor industry; changes in demand for our products; changes in inventories at customers and distributors; technological and product development risks; availability of raw materials; competitors' actions; pricing and gross margin pressures; loss of key customers; order cancellations or reduced bookings; changes in manufacturing yields; control of costs and expenses; significant litigation; risks associated with acquisitions and dispositions; risks associated with leverage and restrictive covenants in debt agreements; risks associated with international operations; 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 (including pursuant to Section 404 of the Sarbanes-Oxley Act of 2002); and risks involving environmental or other governmental regulation. Information concerning additional factors that could cause results to differ materially from those projected in the forward-looking statements is contained in ON’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2009, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other of ON’s SEC filings. These forward-looking statements should not be relied upon as representing ON’s views as of any subsequent date and ON does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

About onsemi

onsemi (Nasdaq: ON) is driving disruptive innovations to help build a better future. With a focus on automotive and industrial end-markets, the company is accelerating change in megatrends such as vehicle electrification and safety, sustainable energy grids, industrial automation, and 5G and cloud infrastructure. With a highly differentiated and innovative product portfolio, onsemi creates intelligent power and sensing technologies that solve the world’s most complex challenges and leads the way in creating a safer, cleaner, and smarter world.

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onsemi and the onsemi logo are 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.

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