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

                ON SEMICONDUCTOR CORP. AND SUBSIDIARIES
    UNAUDITED RECONCILIATION OF NET INCOME (LOSS) TO EBITDA (1) AND
                 CASH PROVIDED BY OPERATING ACTIVITIES
                             (in millions)

                                                  Quarter Ended
                                         -----------------------------
                                          April 1,  Dec. 31,  April 2,
                                            2005      2004      2004
                                         --------- --------- ---------

Net income (loss)                           $14.8    $(88.3)   $(47.6)
Plus:
  Depreciation and amortization              25.1      25.5      26.3
  Interest expense                           14.6      21.1      34.3
  Interest income                            (0.9)     (0.6)     (0.4)
  Income tax provision                        1.8       2.6       1.6
                                         --------- --------- ---------
EBITDA (1)                                   55.4     (39.7)     14.2
Increase (decrease):
  Interest expense                          (14.6)    (21.1)    (34.3)
  Interest income                             0.9       0.6       0.4
  Income tax provision                       (1.8)     (2.6)     (1.6)
  Loss (gain) on sale or disposal of
   fixed assets                              (0.5)      0.7      12.1
  Non-cash portion of loss on debt
   prepayment (2)                               -      26.2      12.0
  Amortization of debt issuance costs and
   debt discount                              0.5       1.8       1.9
  Provision for excess inventories            3.1       4.2         -
  Non-cash impairment  of property, plant
   and equipment                                -       3.3         -
  Non-cash interest on junior subordinated
   note payable                               3.9       3.7       3.5
  Deferred income taxes                      (2.2)      5.5      (0.8)
  Other                                       0.7       0.8       1.2
  Changes in operating assets and
   liabilities                               (9.2)    (17.3)      3.2
                                         --------- --------- ---------
Net cash provided by (used in) operating
 activities (2)                             $36.2    $(33.9)    $11.8
                                         ========= ========= =========


(1) EBITDA represents net income (loss) before interest expense,
    interest income, provision for income taxes, depreciation and
    amortization expense.  While EBITDA is not intended to represent
    cash flow from operations as defined by generally accepted 
    accounting principles and should not be considered as an indicator
    of operating performance or an alternative to cash flow as a 
    measure of liquidity, we believe this measure is useful to 
    investors to assess our ability to meet our future debt service, 
    capital expenditure and working capital requirements. This 
    calculation may differ in method of calculation from similarly 
    titled measures used by other companies. The table above sets 
    forth our EBITDA with a reconciliation to net cash provided by 
    (used in) operating activities, the most directly comparable 
    financial measure under generally accepted accounting principles.

(2) For the quarters ended Dec. 31, 2004 and April 2, 2004,  
        respectively,  amounts  have  been  revised  to  exclude  the  cash  
        portion  of  the  loss  on  debt  prepayments  from  the  adjustments  to  
        reconcile  net  income  (loss)  to  net  cash  provided  by  (used  in)  
        operating  activities.
 


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