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For the third quarter of 2009, highlights include:

  • Total revenues of $472.9 million
  • Adjusted EBITDA of $110.2 million
  • GAAP net income of $0.07 per fully diluted share
  • Non-GAAP net income of $0.16 per fully diluted share
  • Net cash provided by operating activities of $87.6 million
  • Cash, cash equivalents and short-term investments of $470.2 million

PHOENIX, Ariz. – Nov. 4, 2009 ON Semiconductor Corporation (Nasdaq: ONNN) today announced that total revenues in the third quarter of 2009 were $472.9 million, an increase of approximately 13 percent from the second quarter of 2009.  During the third quarter of 2009, the company reported GAAP net income of $29.9 million, or $0.07 per fully diluted share.  The third quarter 2009 GAAP net income included net charges of $41.0 million, or $0.09 per fully diluted share, from special items.  The special item details can be found in the attached schedules.  During the second quarter of 2009, the company reported a GAAP net loss of $3.0 million, or $0.01 per fully diluted share. 

Third quarter 2009 non-GAAP net income was $70.9 million, or $0.16 per share on a fully diluted basis.  Second quarter 2009 non-GAAP net income was $38.7 million, or $0.09 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 third quarter of 2009 were down less than two percent when compared to the second quarter of 2009.  GAAP gross margin in the third quarter was 37.2 percent.  Non-GAAP gross margin in the third quarter of 2009 was 38.5 percent.  GAAP gross margin in the third quarter included a net charge of approximately $6.5 million, or approximately 130 basis points, from special items.  The special item details can be found in the attached schedules.    

Adjusted EBITDA for the third quarter of 2009 was $110.2 million.  Adjusted EBITDA for the second quarter of 2009 was $78.3 million.

“We exited the third quarter of 2009 with the highest level of cash, cash equivalents and short-term investments in the company’s history at over $470 million and the lowest net debt position in the company’s history at approximately $425 million,” said Keith Jackson, ON Semiconductor president and CEO.  “As a result of the strong financial performance, financial discipline and cash generating capabilities of the company we increased our cash, cash equivalents and short-term investments by approximately $67 million from the prior quarter.  While there is still uncertainty as to how quickly the semiconductor industry will return to pre-recession revenue levels, our revenues continue to improve from the lows of the first quarter of 2009.  We also believe that the overall supply chain remains very lean.  Our weeks of distribution inventory were at the lowest level in the company’s history at approximately 9 weeks exiting the third quarter of 2009.” 

“ON Semiconductor Corporation has recently completed the acquisition of privately-held PulseCore Holdings (Cayman) Inc. in an all cash transaction for initial consideration of approximately $17 million.  PulseCore’s previous owners and other stakeholders also have the ability to receive additional earn-out proceeds if, among other things, PulseCore is able to meet certain revenue and gross margin objectives in 2010 and 2011.  The acquisition of PulseCore expands ON Semiconductor’s high gross margin clock and circuit protection offerings for the consumer, wireless and computing end-market customers.  PulseCore’s capabilities in standard and custom high-speed and low power analog and mixed signal solutions for EMI (electromagnetic interference) reduction also enhance ON Semiconductor’s overall EMI filtering and circuit protection portfolios. In addition, PulseCore’s strong design capabilities and history in India represents ON Semiconductor’s first foray into design activity in that country.” 

FOURTH QUARTER 2009 OUTLOOK
“Based upon product booking trends, backlog levels and estimated turns levels, we anticipate that total revenues will be approximately $480 to $495 million in the fourth quarter of 2009,” Jackson said.  “Backlog levels at the beginning of the fourth quarter of 2009 were up from backlog levels at the beginning of the third quarter of 2009 and represent over 90 percent of our anticipated fourth quarter 2009 revenues.  We expect that average selling prices for the fourth quarter of 2009 will be down approximately one to two percent, sequentially.  Starting 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 fourth quarter of 2009, we anticipate approximately $8 million of non-cash interest expense associated with this adoption.  The following table outlines our fourth quarter 2009 GAAP and non-GAAP outlook.”

 Q4 2009 Business Outlook

* Convertible Notes, Non-cash Interest Expense are included in 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 the sale of treasury shares.  Please refer to the table on our website for potential changes to the Fully Diluted Share Count.  
*** 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.
**** 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 Nov. 4, 2009 to discuss this announcement and ON Semiconductor’s results for the third 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 973-935-8144 (International).  In order to join this conference call, you will be required to provide the Conference ID Number – which is 36083041.  Approximately one hour following the live broadcast, the company will provide a dial-in replay that will continue to be available through Nov. 11, 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 36083041.

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 Semiconductor and our ability to increase cash flow from current levels. These forward-looking statements are based on information available to ON Semiconductor 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 Semiconductor’s control. In particular, such risks and uncertainties include difficulties encountered in integrating acquired 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 including foreign employment and labor matters associated with unions and collective bargaining agreements; 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 Semiconductor’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 Semiconductor’s SEC filings. These forward-looking statements should not be relied upon as representing ON Semiconductor’s views as of any subsequent date and ON Semiconductor 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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