Record revenue of $2,192.6 million, an increase of 26 percent year-over-year

GAAP and non-GAAP gross margin of 48.3 percent and 49.3 percent, respectively

GAAP operating margin of 19.4 percent

Record non-GAAP operating margin of 35.4 percent increased approximately 1,100 bps year-over-year

GAAP diluted earnings per share of $0.70, flat as compared to the quarter a year ago

Record non-GAAP diluted earnings per share of $1.45 as compared to $0.87 in the quarter a year ago

Free cash flow of $731 million and record LTM free cash flow margin of 21.0 percent

 Revenue

 Gross Margin

 Operating Margin

 Net Income attributable to ON Semiconductor

 Diluted Earnings Per Share

    Sequential    

Change

Year over

Year Change

 PSG

 ASG

 ISG

 Total

Total onsemi

GAAP

            Special             

Items **

    Total onsemi    

Non-GAAP***

 Revenue

 Gross Margin

 Operating Expenses

 Diluted Earnings Per Share

 Diluted Shares Outstanding *

Diluted shares outstanding can vary as a result of, among other things, the actual exercise of options or vesting of restricted stock units, the incremental dilutive shares from the Company’s convertible senior subordinated notes, and the repurchase or the issuance of stock or convertible notes or the sale of treasury shares. In periods when the quarterly average stock price per share exceeds $20.72 for the 1.625% Notes and $52.97 for the 0% Notes, the non-GAAP diluted share count and non-GAAP net income per share include the anti-dilutive impact of the Company’s hedge transactions issued concurrently with the 1.625% Notes and the 0% Notes, respectively. At an average stock price per share between $20.72 and $30.70 for the 1.625% Notes and $52.97 and $74.34 for the 0% Notes, the hedging activity offsets the potentially dilutive effect of the 1.625% Notes and 0% Notes, respectively. In periods when the quarterly average stock price exceeds $30.70 for the 1.625% Notes, and $74.34 for the 0% Notes, the dilutive impact of the warrants issued concurrently with such notes are included in the diluted shares outstanding. GAAP and non-GAAP diluted share counts are based on either the previous quarter’s average stock price or the stock price as of the last day of the previous quarter, whichever is higher.

Special items may include: amortization of acquisition-related intangibles; expensing of appraised inventory fair market value step-up; non-recurring facility costs, 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; actuarial (gains) losses on pension plans and other pension benefits; and certain other special items, as necessary. These special items are out of our control and could change significantly from period to period. As a result, we are not able to reasonably estimate and separately present the individual impact or probable significance of these special items, and we are similarly unable to provide a reconciliation of the non-GAAP measures. The reconciliation that is unavailable would include a forward-looking income statement, balance sheet and statement of cash flows in accordance with GAAP. For this reason, we use a projected range of the aggregate amount of special items in order to calculate our projected non-GAAP operating expense outlook.

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.

 Revenue

 Cost of revenue (exclusive of amortization shown below)

 Gross profit

 Gross margin

 Operating expenses:

Research and development

Selling and marketing

General and administrative

Amortization of acquisition-related intangible assets

Restructuring, asset impairments and other, net

Goodwill and intangible asset impairment

Total operating expenses

 Operating income

 Other income (expense), net:

Interest expense

Interest income

Loss on debt refinancing and prepayment

Gain on divestiture of business

Other income (expense)

Other income (expense), net

 Income before income taxes

 Income tax provision

 Net income

 Less: Net income attributable to non-controlling interest

 Net income attributable to ON Semiconductor Corporation

 Net income for diluted earnings per share of common stock

 Net income per share of common stock:

Basic

Diluted

 Weighted average common shares outstanding:

Basic

Diluted

 Assets

 Cash and cash equivalents

 Receivables, net

 Inventories

 Assets held-for-sale

 Other current assets

Total current assets

 Property, plant and equipment, net

 Goodwill

 Intangible assets, net

 Deferred tax assets

 Other assets

Total assets

 Liabilities, Non-Controlling Interest and Stockholders’ Equity

 Accounts payable

 Accrued expenses and other current liabilities

 Liabilities held-for-sale

Current portion of long-term debt

Total current liabilities

 Long-term debt

 Deferred tax liabilities

 Other long-term liabilities

Total liabilities

 ON Semiconductor Corporation stockholders’ equity:

 Common stock

 Additional paid-in capital

 Accumulated other comprehensive loss

 Accumulated earnings

Less: Treasury stock, at cost

Total ON Semiconductor Corporation stockholders’ equity

 Non-controlling interest

Total stockholders’ equity

Total liabilities and stockholders’ equity

 Cash flows from operating activities:

Net income

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

(Gain) loss on sale and disposal of fixed assets

Gain on divestiture of business

Loss on debt refinancing and prepayment

Amortization of debt discount and issuance costs

Share-based compensation

Non-cash interest on convertible notes

Non-cash asset impairment charges

Goodwill and intangible asset impairment charge

Change in deferred tax balances

Other

Changes in assets and liabilities

Net cash provided by operating activities

 Cash flows from investing activities:

Purchase of Property, Plant and Equipment (“PP&E”)

Proceeds from sale of PP&E

Deposits made for purchase of PP&E

Divestiture of business, net of cash transferred and deposits received

Payments related to prior acquisition

Purchase of available-for-sale securities

Proceeds from sale or maturity of available-for-sale securities

Net cash used in investing activities

 Cash flows from financing activities:

Proceeds for the issuance of common stock under the ESPP

Payment of tax withholding for RSUs

Repurchase of common stock

Issuance and borrowings under debt agreements

Reimbursement of debt issuance costs

Payment of debt issuance and other financing costs

Repayment of borrowings under debt agreements

Payment for purchase of bond hedges

Proceeds from issuance of warrants

Payments related to prior acquisition

Payment of finance lease obligations

Dividend to non-controlling shareholder

Net cash used in financing activities

 Effect of exchange rate changes on cash, cash equivalents and restricted cash

 Net increase in cash, cash equivalents and restricted cash

 Beginning cash, cash equivalents and restricted cash

 Ending cash, cash equivalents and restricted cash

 GAAP gross profit

Special items:

a)

b)

 Non-GAAP gross profit

 GAAP gross margin

Special items:

a)

b)

 Non-GAAP gross margin

 GAAP operating expenses

Special items:

a)

b)

c)

d)

e)

 Non-GAAP operating expenses

 GAAP operating income

Special items:

a)

b)

c)

d)

e)

f)

 Non-GAAP operating income

 GAAP operating margin

Special items:

a)

b)

c)

d)

e)

f)

Total special items

 Non-GAAP operating margin

 GAAP income before income taxes

Special items:

a)

b)

b)

c)

d)

e)

f)

g)

h)

i)