Acquisitions and Divestitures (Tables)

12 Months Ended

Dec. 31, 2016

The following unaudited pro forma consolidated results of operations for the year ended December 31, 2014 have been prepared as if the acquisitions of Aptina and Truesense had occurred on January 1, 2013 and includes adjustments for depreciation expense, amortization of intangibles, and the effect of purchase accounting adjustments including the step-up of inventory (in millions, except per share data):




	December 31, 2014
Revenues	$	3,536.4
Gross profit	$	1,213.7
Net income attributable to ON Semiconductor Corporation	$	147.8
Net income per common share attributable to ON Semiconductor Corporation:
Basic	$	0.34
Diluted	$	0.33

Fairchild [Member]

Business Acquisition [Line Items]

Acquisitions Schedule of Purchase Price Allocation

The following table presents the allocation of the purchase price of Fairchild for the assets acquired and liabilities assumed based on their fair values (in millions):



	Initial Estimate		Measurement Period Adjustments			Final Allocation
Cash and cash equivalents	$	255.0	$	—		$	255.0
Receivables	227.3		—			227.3
Inventories	342.3		—			342.3
Other current assets	59.3		1.7			61.0
Property, plant and equipment	813.5		112.3			925.8
Goodwill	733.6		(77.5		)	656.1
Intangible assets (excluding IPRD)	423.4		(9.8		)	413.6
In-process research and development	102.4		31.8			134.2
Other non-current assets	17.7		(4.6		)	13.1
Total assets acquired	2,974.5		53.9			3,028.4
Accounts payable	79.4		—			79.4
Other current liabilities	160.1		8.0			168.1
Deferred tax liabilities	167.6		45.9			213.5
Other non-current liabilities	35.2		—			35.2
Total liabilities assumed	442.3		53.9			496.2
Net assets acquired/purchase price	$	2,532.2	$	—		$	2,532.2

Schedule of Pro Forma Information

The following unaudited pro-forma consolidated results of operations for the years ended December 31 2016 and 2015 have been prepared as if the acquisition of Fairchild had occurred on January 1, 2015 and includes adjustments for depreciation expense, amortization of intangibles, interest expense from financing, and the effect of purchase accounting adjustments including the step-up of inventory, as well as $16.9 million in non-recurring acquisition advisory fees (in millions):



	Year Ended
	December 31, 2016		December 31, 2015
Revenue	$	4,912.8	$	4,866.0
Net Income	$	196.6	$	58.2
Net income attributable to ON Semiconductor Corporation	$	194.2	$	55.4
Net income per common share attributable to ON Semiconductor Corporation:
Basic	$	0.47	$	0.13
Diluted	$	0.46	$	0.13

Aptina [Member]

Business Acquisition [Line Items]

Acquisitions Schedule of Purchase Price Allocation

The following table presents purchase price allocation for the 2014 acquisition of Aptina, including the effects of the measurement period adjustments, recorded in 2015 (in millions):



	Purchase Price Allocation
Cash and cash equivalents	$	30.3
Receivables	53.2
Inventories	84.8
Other current assets	5.7
Property, plant and equipment	36.3
Goodwill	64.4
Intangible assets	207.8
In-process research and development	51.3
Other non-current assets	2.3
Total assets acquired	536.1
Accounts payable	66.6
Other current liabilities	49.7
Other non-current liabilities	14.4
Total liabilities assumed	130.7
Net assets acquired	$405.4

Truesense Imaging, Inc. [Member]

Business Acquisition [Line Items]

Acquisitions Schedule of Purchase Price Allocation

The following table presents the allocation of the purchase price recorded for the 2014 acquisition of Truesense, including the effects of the measurement period adjustments, recorded in 2015 (in millions):



	Purchase Price Allocation
Cash and cash equivalents	$	4.2
Receivables	8.8
Inventories	18.3
Other current assets	3.6
Property, plant and equipment	26.4
Goodwill	23.5
Intangible assets	35.5
In-process research and development	10.2
Total assets acquired	130.5
Accounts payable	3.8
Other current liabilities	6.0
Other non-current liabilities	25.0
Total liabilities assumed	34.8
Net assets acquired	$95.7