ON Semiconductor Reports Fourth Quarter and 2015 Annual Results

For the fourth quarter of 2015, highlights include:

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For the fourth quarter of 2015, highlights include:
• Total revenues of $840.3 million
• GAAP earnings per diluted share of $0.13, non-GAAP earnings per diluted share of $0.19
• GAAP gross margin of 33.3 percent, non-GAAP gross margin of 33.2 percent
• GAAP operating margin of 6.6 percent, non-GAAP operating margin of 11.1 percent
• Repurchased approximately 1.9 million shares for approximately $20.0 million
• Announced acquisition of Fairchild Semiconductor for $2.4 billion in cash

For 2015, highlights include:
• Total revenues of $3,495.8 million
• GAAP earnings per diluted share of $0.48, non-GAAP earnings per diluted share of $0.83
• GAAP and non-GAAP gross margin of 34.1 percent
• GAAP operating margin of 7.5 percent, non-GAAP operating margin of 11.7 percent
• Repurchased approximately 30.4 million shares for approximately $348.2 million
• Announced acquisition of Fairchild Semiconductor for $2.4 billion in cash

PHOENIX, Ariz. – Feb. 6, 2016 – ON Semiconductor Corporation (Nasdaq: ON), today announced that total revenues in the fourth quarter of 2015 were $840.3 million, down approximately 7.1 percent compared to the third quarter of 2015. During the fourth quarter of 2015, the company reported GAAP net income of $54.1 million, or $0.13 per diluted share. The fourth quarter 2015 GAAP net income was negatively impacted by approximately $24.8 million of special items. The complete special items detail can be found in the attached schedules.

Fourth quarter 2015 non-GAAP net income was $78.9 million, or $0.19 per diluted share, compared to $95.5 million, or $0.23 per diluted share, for the third quarter of 2015. 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 https://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.

Total company GAAP gross margin in the fourth quarter was 33.3 percent, and total company non-GAAP gross margin in the fourth quarter was 33.2 percent. For the fourth quarter of 2015, GAAP operating margin was 6.6 percent, whereas non-GAAP operating margin was 11.1 percent.

Adjusted EBITDA for the fourth quarter of 2015 was $147.3 million. Adjusted EBITDA for the third quarter of 2015 was $163.1 million. During the fourth quarter, the company repurchased approximately 1.9 million shares of common stock for approximately $20.0 million.

Total revenues for 2015 were $3,495.8 million, an increase of approximately 10.6 percent from $3,161.8 million in 2014. During 2015, the company reported GAAP net income of $206.2 million, or $0.48 per diluted share. The 2015 GAAP net income included charges of $150.7 million from special items, including $135.7 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 2014, the company reported GAAP net income of $189.7 million, or $0.43 per diluted share. The 2014 GAAP net income included net charges of $144.6 million from special items.

Non-GAAP net income for 2015 was $356.9 million, or $0.83 per diluted share. The non-GAAP net income for 2014 was $334.3 million, or $0.75 per diluted share.

The company’s GAAP gross margin in 2015 was 34.1 percent. GAAP gross margin in 2015 included a net benefit of approximately $0.8 million from special items. Non-GAAP gross margin in 2015 was 34.1 percent. 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.

"We delivered strong performance in the fourth quarter by exercising robust cost discipline in times of heightened macroeconomic uncertainty and softening demand. In 2015, we significantly expanded our footprint in our key strategic markets and returned approximately $348 million to shareholders through our share repurchase program," said Keith Jackson, president and CEO of ON Semiconductor. "Our growth drivers remain intact, and we are well positioned to again outgrow the industry in 2016."

"While forecasting trends in current environment is challenging, we have noticed a strengthening in orders during the current quarter. In the current environment of macroeconomic uncertainty, we intend to maintain our costs and expenses discipline while driving growth."

FIRST QUARTER 2016 OUTLOOK

"Based upon product booking trends, backlog levels, and estimated turns levels, we anticipate that total ON Semiconductor revenue will be approximately $800 million to $840 million in the first quarter of 2016," Jackson said. "Backlog levels for the first quarter of 2016 represent approximately 80 to 85 percent of our anticipated first quarter 2016 revenue. Average selling prices for the first quarter of 2016 are expected to be down approximately two percent when compared to the fourth quarter of 2015. The outlook for the first quarter of 2016 includes stock-based compensation expense of approximately $11 million to $13 million."

The following table outlines ON Semiconductor's projected first quarter of 2016 GAAP and non-GAAP outlook.

Q1 2016 Business Outlook

* 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.

FINANCIALS

TELECONFERENCE

ON Semiconductor will host a conference call for the financial community at 9:00 a.m. Eastern Time (EST) on February 8, 2016, to discuss this announcement and ON Semiconductor’s results for the fourth quarter of 2015. The company will also provide a real-time audio webcast of the teleconference on the Investors 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) 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 23703701.

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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 in accordance with our capital allocation policy 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 2014 Annual Report on Form 10-K filed with the SEC on February 27, 2015 ("2014 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 2014 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 2015 and the fiscal year ended December 31, 2015 in its annual report on Form 10-K to be filed with the SEC. The company's fourth quarter 2015 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, except as may be required by law. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

Notice to Investors

This press release is for informational purposes only, and it does not constitute an offer to purchase or a solicitation of an offer to sell any securities. The offer is being made pursuant to a Tender Offer Statement on Schedule TO filed by ON Semiconductor with the SEC on December 4, 2015. Fairchild filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer on December 4, 2015. THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION / RECOMMENDATION STATEMENT, INCLUDING IN EACH CASE ANY AMENDMENTS OR SUPPLEMENTS THERETO, CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF FAIRCHILD COMMON STOCK ARE URGED TO READ THESE DOCUMENTS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF FAIRCHILD COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, are being made available to all holders of shares of Fairchild common stock at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement are available at no charge on the SEC’s website at www.sec.gov.

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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