ON Semiconductor Reports First Quarter 2005 Results; Gross Margin of 31.8 Percent

PHOENIX—(BUSINESS WIRE)—April 27, 2005— ON Semiconductor Corp. (Nasdaq: ONNN) today announced that total revenues in the first quarter of 2005 were $302.4 million, a decrease of approximately 1 percent from the fourth quarter of 2004. During the first quarter of 2005, the company reported net income of $14.8 million, or $0.04 per share, which included restructuring, asset impairments and other charges of $1.1 million. During the fourth quarter of 2004, the company reported a net loss of $88.3 million, or $0.36 per share, which included a loss on debt prepayment of $96.3 million and restructuring, asset impairments and other charges of $5.6 million.

On a mix-adjusted basis, average selling prices in the first quarter of 2005 were down approximately 2 percent from the fourth quarter of 2004. The company's gross margin in the first quarter was 31.8 percent, a decrease of approximately 30 basis points as compared to the fourth quarter of 2004.

EBITDA for the first quarter of 2005 was $55.4 million and included $1.1 million in restructuring, asset impairments and other charges. EBITDA for the fourth quarter of 2004 was a $39.7 million deficit and included the $96.3 million loss on debt prepayment and restructuring, asset impairments and other charges of $5.6 million. A reconciliation of this non-GAAP financial measure to the company's net income (net loss) and net cash provided by (used in) operating activities prepared in accordance with U.S. GAAP is set out in the attached schedule.

"In the first quarter of 2005, we continued our focus of maintaining gross margin levels and driving profitability," said Keith Jackson, ON Semiconductor president and CEO. "We believe our operational execution throughout this cycle has been and continues to be superior to many of our peers. During the first quarter, we continued to work down inventory levels internally and in the distribution network, while maintaining gross margin levels above 31 percent."

Second Quarter 2005 Outlook

"Based upon booking trends, backlog levels and estimated turns levels, we anticipate that total revenues will be approximately flat in the second quarter of 2005, plus or minus 2 percent," Jackson said. "Backlog levels at the beginning of the second quarter were down slightly from backlog levels at the beginning of the first quarter of 2005, and represented approximately 80 percent of our anticipated second quarter revenues. We believe we are in a high turns environment similar to that of the first quarter. We expect that average selling prices will be down approximately 1 to 2 percent for the second quarter of 2005. We also expect cost reductions to offset the decline in average selling prices and that gross margins will be flat to slightly up in the second quarter of 2005."

Teleconference

ON Semiconductor will hold a conference call for the financial community at 5 p.m. Eastern time (EDT) today to discuss the first quarter results. The company will provide a real-time audio broadcast of the teleconference on the Investor Relations page of its Web site at http://www.onsemi.com. The webcast will be available for approximately 30 days following the conference call.

About ON Semiconductor

With its global logistics network and strong portfolio of power semiconductor devices, ON Semiconductor is a preferred supplier of power solutions to engineers, purchasing professionals, distributors and contract manufacturers in the computer, cell phone, portable devices, automotive and industrial markets. For more information, please visit ON Semiconductor's Web site at http://www.onsemi.com.

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 Web site in this news release, such information on the Web site is not to be incorporated herein.

This news release includes "forward-looking statements" as that term is defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact are statements that could be deemed forward-looking statements and are often characterized by the use of words such as "believes," "expects," "estimates," "projects," "may," "will," "intends," "plans," or "anticipates," or by discussions of strategy, plans or intentions. In this news release, forward-looking information relates to the second quarter of 2005 and its bookings trends, backlog levels, estimated turns levels, revenues, gross margins and average selling prices, and similar matters. All forward-looking statements in this news release are made based on management's current expectations and estimates, which involve risks, uncertainties and other factors that could cause results to differ materially from those expressed in forward-looking statements. Among these factors are changes in overall economic conditions, 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, 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 our substantial leverage and restrictive covenants in our debt agreements, risks associated with our 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. Additional factors that could affect the company's future operating results are described in our Form 10-K for the year ended Dec. 31, 2004 under the caption "Trends, Risks and Uncertainties" in the MD&A section, and other factors are described from time to time in our subsequent SEC filings. Readers are cautioned not to place undue reliance on forward-looking statements. We assume no obligation to update such information.
                ON SEMICONDUCTOR CORP. AND SUBSIDIARIES
            UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
                 (in millions, except per share data)

                                                 Quarter Ended
                                         -----------------------------
                                          April 1,  Dec. 31,  April 2,
                                            2005      2004      2004
                                         ---------- -------- ---------
Revenues                                    $302.4   $306.8    $308.2
Cost of revenues                             206.2    208.2     212.3
                                         ---------- -------- ---------
Gross profit                                  96.2     98.6      95.9
                                         ---------- -------- ---------
Operating expenses:
   Research and development                        23.1          23.0            23.5
      Selling  and  marketing                                            19.3          16.9            18.4
      General  and  administrative                                  20.4          18.5            17.2
      Restructuring,  asset  impairments  and
        other,  net                                                                  1.1            5.6            13.1
                                                                                  ----------  --------  ---------
          Total  operating  expenses                                  63.9          64.0            72.2
                                                                                  ----------  --------  ---------
Operating  income                                                            32.3          34.6            23.7
                                                                                  ----------  --------  ---------
Other  income  (expenses),  net:
      Interest  expense                                                    (14.6)      (21.1)        (34.3)
      Interest  income                                                          0.9            0.6              0.4
      Realized  and  unrealized  foreign
        currency  gains  (losses)                                      (1.0)        (2.1)          (1.7)
      Loss  on  debt  prepayment                                              -        (96.3)        (33.0)
                                                                                  ----------  --------  ---------
          Other  income  (expenses),  net                        (14.7)    (118.9)        (68.6)
                                                                                  ----------  --------  ---------

Income  (loss)  before  income  taxes  and
  minority  interests                                                      17.6        (84.3)        (44.9)
Income  tax  provision                                                    (1.8)        (2.6)          (1.6)
Minority  interests                                                        (1.0)        (1.4)          (1.1)
                                                                                  ----------  --------  ---------
Net  income  (loss)                                                          14.8        (88.3)        (47.6)
Less:  Accretion  to  redemption  value  of
  convertible  redeemable  preferred  stock                0.1            0.1            (1.8)
Less:  Redeemable  preferred  stock
  dividends                                                                        (2.6)        (2.6)          (2.4)
Less:  Allocation  of  undistributed
  earnings  to  preferred  stockholders                      (1.9)              -                  -
                                                                                  ----------  --------  ---------
Net  income  (loss)  applicable  to  common
  stock  (1)                                                                      $10.4      $(90.8)      $(51.8)
                                                                                  ==========  ========  =========

Income  (loss)  per  common  share:
      Basic:  (1)
          Net  income  (loss)  applicable  to
            common  stock                                                      $0.04      $(0.36)      $(0.23)
                                                                                  ==========  ========  =========

      Diluted:  (1)(2)
          Net  income  (loss)  applicable  to
            common  stock                                                      $0.04      $(0.36)      $(0.23)
                                                                                  ==========  ========  =========

      Weighted  average  common  shares
        outstanding:
          Basic                                                                      255.0        254.5          229.5
                                                                                  ==========  ========  =========
          Diluted:  (2)                                                        287.8        254.5          229.5
                                                                                  ==========  ========  =========


(1)  Effective  in  the  second  quarter  of  2004  and  pursuant  to  EITF  03-6,
        under  the  two-class  method  of  calculating  basic  earnings  per  share
        in  periods  in  which  we  generate  income,  we  will  allocate  net
        income  available  to  common  stockholders  on  a  pro-rata  basis
        between  our  common  and  preferred  stockholders.  Given  our  capital
        structure,  this  new  standard  has  the  effect  of  lowering  our  basic
        earnings  per  share  when  compared  with  our  previous  method  of
        calculating  basic  earnings  per  share.

(2)  Pursuant  to  the  adoption  of  EITF  04-8,  the  diluted  weighted  
        average  common  shares  outstanding  for  the  quarter  ended  April  1,  
        2005  includes  26.5  million  shares  from  the  assumed  conversion  of  
        our  zero  coupon  convertible  notes.
 


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