PHOENIX, Ariz. – Nov. 1, 2012


For the third quarter of 2012, highlights include:
• Total revenues of $725.5 million
• GAAP gross margin of 32.8 percent
• Non-GAAP gross margin of 33.2 percent
• GAAP net income per fully diluted share of $0.03
• Non-GAAP net income per fully diluted share of $0.12
• Extended debt maturity of $99.9 million of 2.625% convertible senior subordinated notes from December 2013 to December 2016 via a notes exchange
• Repurchased 4.1 million shares of common stock

PHOENIX, Ariz. – Nov. 1, 2012 ON Semiconductor Corporation (Nasdaq: ONNN) today announced that total revenues in the third quarter of 2012 were $725.5 million, down approximately three percent compared to the second quarter of 2012. During the third quarter of 2012, the company reported GAAP net income of $12.5 million, or $0.03 per fully diluted share. The third quarter 2012 GAAP net income was impacted by $41.0 million of special items. The complete special item details can be found in the attached schedules.

Third quarter 2012 non-GAAP net income was $53.5 million, or $0.12 per share on a fully diluted basis, compared to $65.0 million, or $0.14 per share on a fully diluted basis, for the second quarter of 2012. 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

On a mix-adjusted basis, average selling prices for ON Semiconductor in the third quarter of 2012 were down approximately two percent when compared to the second quarter of 2012. Total company GAAP gross margin in the third quarter was 32.8 percent. Non-GAAP gross margin in the third quarter was 33.2 percent.

Adjusted EBITDA for the third quarter of 2012 was $115.7 million. Adjusted EBITDA for the second quarter of 2012 was $128.9 million.

“Although we were able to achieve the lower end of our revenue guidance for the third quarter of 2012, our business was negatively impacted from slower demand in several of our key end-markets,” said Keith Jackson, ON Semiconductor president and CEO. “In addition, sales in the September month of the quarter were below normal seasonality trends. To offset the lower revenue levels, we took a number of temporary and permanent actions during the third quarter of 2012 which enabled the company to reduce its non-GAAP operating expenses by approximately 7 percent compared to the second quarter of 2012.”

“In August of 2012, the Board of Directors and its Special Committee authorized a $300 million share repurchase program over a three year period," Jackson said. "The ability to repurchase our common stock at current valuations is compelling for the company and we believe this is a good use of our excess cash. During the third quarter, we repurchased approximately 4.1 million shares under the share repurchase program and have continued our share repurchase activities in the fourth quarter."

"Given the short lead-time environment, our visibility still remains limited," Jackson continued. "We have, however, recently seen a stabilization in our 4 week and 13 week booking trends, which we generally would expect to point to a bottoming of revenues in the next one to two quarters. With the actions we have taken to better align our costs to the slower demand environment as well as further actions we can take if the business environment remains challenging, we believe we are well positioned to deliver strong free cash flow from operations in 2013."

“Based upon product booking trends, backlog levels and estimated turns levels, we anticipate that total ON Semiconductor revenues will be approximately $650 to $690 million in the fourth quarter of 2012,” Jackson said. “Backlog levels for the fourth quarter of 2012 represent approximately 80 to 85 percent of our anticipated fourth quarter 2012 revenues. We expect that average selling prices for the fourth quarter of 2012 will be down approximately two percent when compared to the third quarter of 2012. The non-GAAP outlook for the fourth quarter of 2012 includes stock-based compensation expense of approximately $6 million.”

The following table outlines ON Semiconductor's projected fourth quarter of 2012 GAAP and non-GAAP outlook.

Q412 Business Outlook

* Convertible Notes, Non-cash Interest Expense is calculated pursuant to FASB's Accounting Standards Codification (“ASC”) Topic 470: Debt.

** 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 convertible notes or the sale of treasury shares. Please refer to the table on our website for potential changes to the fully diluted share count. This table can be found on our website at under Investors - Investor Relations, Quarterly Results.

*** Special Items can 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.

ON Semiconductor will host a conference call for the financial community at 4:30 p.m. Eastern Time (ET) on November 1, 2012 to discuss this announcement and ON Semiconductor’s results for the third quarter of 2012. The company will also provide a real-time audio webcast of the teleconference on the Investor Relations page of its website at 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 (973) 935-8144 (International). In order to join this conference call, you will be required to provide the Conference ID Number – which is 44943754. Approximately one hour following the live broadcast, the company will provide a dial-in replay that will continue to be available through November 8, 2012. To listen to the teleconference replay, call (855) 859-2056 (U.S./Canada) or (404) 537-3406 (International). You will be required to provide the Conference ID Number – which is 44943754.


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 information available to us as of the date of this release, 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 expenses, poor 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, availability of raw materials, electricity, gas, water and other supply chain uncertainties, our ability to effectively shift production to other facilities 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 from restructurings (including the voluntary retirement program for employees in our SANYO Semiconductor Products Group and our recent global workforce reduction), 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 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 such as the flooding in Thailand or the Japan earthquake and tsunami 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. Information concerning additional factors that could cause results to differ materially from those projected in the forward-looking statements is contained in ON Semiconductor's 2011 Annual Report on Form 10-K filed with the SEC on February 22, 2012, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other of our filings with the SEC. 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 investors could lose all or part of their investment. Readers are cautioned not to place undue reliance on forward-looking statements. These forward-looking statements should not be relied upon as representing our views as of any subsequent date and we do 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.


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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