ON Semiconductor (ON) 10-K risk factor changes: FY2021 vs FY2020

If any of the following trends, risks or uncertainties actually occurs or continues, our business, financial condition or operating results could be materially [added: and] adversely affected, the trading prices of our securities could decline, and you could lose all or part of your investment.

[removed: - *Changes] [added: Changes] in, and the regulatory implementation of, tariffs or other government trade policies could reduce demand for our products, limit our ability to sell our products to certain customers or [added: our ability to] comply with applicable laws and [removed: regulations.*][added: regulations, which may materially adversely affect our business and results of operations.]

[removed: - *We may be] [added: If we are] unable to identify and make the substantial research and development investments or develop new products required to satisfy customer demands [removed: or regulatory requirements] as required to remain competitive in our [removed: business.*][added: business, our business, financial condition and results of operations may be materially adversely affected.]

[removed: - *A] [added: Because a] significant portion of our revenue is derived from customers in the [removed: automotive, industrial] [added: automotive industry, a downturn or lower sales to customers in the industry could materially adversely affect our business] and [removed: communications*][added: results of operations.]

[removed: - *The] [added: The] semiconductor industry is highly competitive, and has experienced rapid consolidation, and [added: if] we [removed: may be] [added: are] unable to compete effectively or [removed: unable to] identify attractive opportunities for [removed: consolidation.*][added: consolidation, it could materially adversely affect our business and results of operations.]

[removed: - *Our debt] [added: further borrowings under those facilities, which] could materially adversely affect our [removed: financial condition] [added: business] and results of [removed: operations.*][added: operations.]

[removed: - *Servicing the 1.625% Notes and] [added: Servicing] the [removed: 3.875%] [added: Outstanding] Notes may require a significant amount of cash, and we may not have sufficient cash flow or the ability to raise the funds necessary to satisfy our obligations under [removed: the 1.625% Notes and the 3.875% Notes in a timely manner.*][added: such notes.]

[removed: - *The] [added: The] conditional conversion [removed: feature] [added: features] of the 1.625% [added: Notes and the 0%] Notes, if triggered, may adversely affect our financial condition and results of operations and, if we elect to settle [removed: the] [added: any amounts related to conditional] conversion [removed: of the 1.625% Notes] [added: features] in common stock, any such settlement could materially dilute the ownership interests of existing [removed: stockholders.*][added: stockholders.]

[removed: - *Downturns] [added: Downturns] or volatility in general economic [removed: conditions] [added: conditions, as well as general macroeconomic trends and impacts,] could have [removed: a material] [added: an] adverse [removed: effect] [added: impact] on our [removed: business and] [added: business,] results of [removed: operations.*][added: operations, financial condition and cash flows.]

[removed: These tariffs,] [added: For example, additional tariffs] and the related geopolitical uncertainty between the United States and [removed: the PRC,] [added: China and other countries] may cause decreased [removed: end-market] [added: end market] demand for our products from distributors and other customers, which could have a material adverse effect on our business and results of operations.

In addition, tariffs on components that we import from [removed: the PRC or other] [added: certain] nations that have imposed, or may in the future impose, tariffs [removed: will] [added: may] adversely affect our profitability unless we are able to exclude such components from the tariffs or we raise prices for our products, which may result in our products becoming less attractive relative to products offered by our competitors.

A determination by the U.S. government or any foreign government that we have failed to comply with trade or export regulations [removed: or anti-bribery regulations] can result in penalties, including fines, administrative, civil or criminal penalties or other liabilities, seizure of products, or, in the extreme case, denial of export privileges or suspension or debarment from government contracts, which could have a material adverse effect on our sales, business and results of operations.

[removed: Many of] [added: The manufacturing and other operations required to produce] our [removed: facilities] [added: products are highly dependent on the efficient operation of numerous processes, including processes contingent upon third party component manufacturers] and [added: other service providers and] processes [removed: are interdependent] [added: among our various internal facilities,] and [removed: an operational disruption at] any [removed: particular facility] [added: disruption in these processes] could have a material adverse effect on our ability to produce many of our [removed: products,] [added: products at all or at competitive prices,] which could [added: in turn] materially adversely affect our business and results of [removed: operations][added: operations.]

Our manufacturing [removed: platform] [added: network] includes multiple owned and third-party facilities, which may each produce one or more components necessary for the assembly of a single product.

Conversely, [removed: many] [added: some] of our facilities are single source facilities that only produce one of our end-products, and a disruption at any such facility would materially delay or cease production of the related product.

In the event of any such operational disruption, we may experience difficulty in beginning production of replacement components or products at new facilities [removed: (for example, due to construction delays)] or transferring production to other existing [removed: facilities (for example, due to capacity constraints or difficulty in transitioning to new manufacturing processes),] [added: facilities,] any of which could result in a loss of future revenues and materially adversely affect our business and results of operations.

In addition, we and our suppliers, third-party distributors, sub-contractors and customers have been, and are expected to continue to be, disrupted by worker absenteeism, quarantines and restrictions on certain of our employees’ ability to perform their jobs, office and factory closures or restrictions, [added: labor shortages,] disruptions to ports and other shipping infrastructure, border closures or other travel or health-related restrictions.

In addition, [added: any economic downturn or recession brought on by] the COVID-19 pandemic or other disease outbreaks [removed: will, in the short-term, and] could [removed: over the longer term,] adversely affect [removed: the economies and financial markets of many countries, resulting in an economic downturn or recession that could adversely affect] demand for our products and impact our results of operations and financial condition.

[removed: Due to the speed with which the situation is developing,] [added: While] we are not able at this time to estimate the long-term effect of these factors on our business, [removed: but] the adverse impact on our business, results of operations, financial condition and cash flows has been, and could continue to be, material.

The semiconductor industry requires substantial investment in research and development in order to develop and bring to market [removed: new and] enhanced technologies and products.

The development of new products is [removed: a] complex and [removed: time-consuming process and] [added: time-consuming,] often [removed: requires] [added: requiring] significant capital investment and lead time for development and testing.

We cannot assure you that we will have sufficient resources to maintain the level of investment in research and development [removed: that is] required to remain competitive.

In addition, the lengthy development cycle for [added: certain of] our products [removed: limits] [added: could limit] our ability to adapt quickly to changes affecting the product markets and requirements of our customers and end-users, and we may be unable to develop innovative responses to our [removed: customers’ and end-users’ evolving needs on the timelines they require or at all.]

In addition, design wins do not guarantee that we will make customer sales or [removed: that we will] generate sufficient revenue to recover design and development investments, [added: realize a return on the capital expended or achieve expected gross margins,] as expenditures for technology and product development are generally made before the commercial viability for such developments can be assured.

To the extent that we underinvest in our research and development efforts, fail to recognize the need for innovation with respect to our products, or that our investments and capital expenditures in research and development do not lead to sales of new products, we may be unable to bring to market technologies and products [removed: that are] attractive to [removed: our] customers, and [removed: as a result] [added: so] our business, financial condition and results of operations may be materially adversely affected.

Products are frequently replaced by more technologically advanced substitutes and, as demand for older technology falls, the price at which such products can be sold [removed: drops, in some cases precipitously.][added: drops.]

If reductions in our production costs fail to keep pace with reductions in market prices for [removed: the] products we sell, our business and results of operations could be materially adversely affected.

If our new product development efforts fail to align with the needs of our customers, [removed: including due to circumstances outside of] our [removed: control, like a fundamental shift in the product markets of our customers and end-users or regulatory changes, our] business and results of operations could be materially adversely affected.

A significant portion of our sales are to customers within the [removed: automotive, industrial (including medical, aerospace and defense) and communications industries (including wireless and networking).][added: automotive industry.]

[removed: Each of the automotive, industrial and communications industries] [added: The automotive industry] is cyclical, and, as a result, our customers in [removed: these industries] [added: the industry] are sensitive to changes in general economic conditions, disruptive innovation and end-market preferences, which can adversely affect sales of our products and, correspondingly, our results of operations.

Additionally, the quantity and price of our products sold to customers in [removed: these industries] [added: the industry] could decline despite continued growth in [removed: their] [added: its] respective end markets.

Lower sales to customers in the [removed: automotive, industrial or communications industries] [added: automotive industry] may have a material adverse effect on our business and results of operations.

[removed: We may be] [added: If we are] unable to [removed: maintain manufacturing efficiency, which] [added: compete effectively, our competitive position] could [added: be weakened relative to our peers, which would] have a material adverse effect on our [added: business and] results of [removed: operations.][added: operations.]

Our manufacturing efficiency is [added: contingent upon the operations of these interdependent processes] and will continue to be an important factor in our future profitability, and [removed: we cannot assure you] [added: there can be no assurance] that we will be able to maintain [removed: our] [added: this] manufacturing efficiency, increase manufacturing efficiency to the same extent as our competitors, or be successful in our manufacturing [removed: rationalization plans.]

[removed: Even] [added: In addition, even] if we fully execute and implement these [removed: activities and they generate the anticipated cost savings,] [added: activities,] there may be other unforeseeable and unintended consequences that could materially adversely impact our profitability and business, including unintended employee attrition or harm to our competitive position.

To the extent that we do not achieve the profitability enhancement or other [added: anticipated] benefits of [removed: our cost reduction and] [added: strategy or] restructuring [removed: initiatives that we anticipate,] [added: initiatives,] our results of operations may be materially adversely [removed: effected.][added: affected.]

[removed: In addition,] [added: Larger competitors resulting from consolidations may have certain advantages over us, and] we may be at a competitive disadvantage [removed: to our peers] if we fail to identify attractive opportunities to acquire companies to expand our business.

Consolidation among [removed: our] competitors and integration among [removed: our] customers could erode our market share, [removed: negatively impact] [added: impair] our capacity to compete and require us to restructure [removed: our] operations, any of which would have a material adverse effect on our business.

[removed: We use third-party contractors] [added: In addition,] for certain [removed: of our] manufacturing [removed: activities, primarily wafer fabrication and the assembly and testing of final goods,] [added: activities] and for the supply of raw [removed: materials.][added: materials, we utilize third-party contractors.]

Arranging for replacement manufacturers and suppliers can be [removed: time consuming] [added: time-consuming] and costly, and the number of qualified alternative providers can be extremely limited.

rationalization plans.

The extent of the COVID-19 pandemic’s effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic, including resurgences in certain geographic areas as a result of new strains and variants, such as Delta and Omicron, the efficacy of vaccines, the speed of vaccine rollouts and the effect of vaccine mandates, if any, on our employees, all of which are uncertain and difficult to predict.

We may be unable to implement certain business strategies, which may include exiting certain facilities, product lines or businesses, or restructuring our operations, and any issue with the pursuit of such business strategy developments could materially adversely affect our business and results of operations.

We may from time to time determine to implement business strategies and restructuring initiatives in order to remain competitive.

If we are not able to effectively manage or efficiently implement these strategies and/or restructuring initiatives for reasons within or outside of our control, then our business operations could be materially adversely affected.

For example, following the announcement of our commitment to achieving carbon neutral emissions by 2040, we may take actions to pursue our goal of generating net-zero emissions that may result in material expenditures that could impact our financial condition or results of operations and/or could disrupt our existing operations.

customers’ and end-users’ evolving needs on the timelines they require or at all.

Products or technologies developed by competitors may render our products or technologies obsolete or noncompetitive.

Sales into this industry represented approximately 34% of our revenue for the year ended December 31, 2021.

Further, to the extent we have long-term supply agreements with our customers which includes fixed pricing, we could be subject to fluctuating manufacturing costs that could negatively impact our profitability.

Additionally, under our long-term supply agreements, we could incur certain obligations if we are not able to fulfill our commitments

Our international sales and purchases are subject to numerous United States and foreign laws and regulations related to import and export matters.

For example, licenses or proper license exceptions are required for the shipment of our products to certain countries under applicable export control regulations, including the provisions of the U.S. Export Administration Act.

As suppliers become more integrally involved in electrical design, OEMs are increasingly expecting

In the event of an adverse outcome or pursuant to the terms of a settlement of any such litigation, we may be required to: pay substantial damages or settlement costs; indemnify customers or distributors; cease the manufacture, use, sale or importation of infringing products; expend significant resources to develop or acquire non-infringing technologies; discontinue the use of processes; or obtain licenses, which may not be available on reasonable terms, to the infringing technologies.

The semiconductor industry has been subject to increasing environmental regulations, particularly those environmental regulations that control and restrict the use, transportation, emission, discharge, storage and disposal of certain chemicals, elements and materials used or produced in the semiconductor manufacturing process.

Tax rules may change in a manner that adversely affects our future reported results of operations or the way we conduct our business.

In response to the 2017 Tax Cuts and Jobs Act and to better align our profits with our activities, we implemented certain restructuring during the year ended December 31, 2020.

After our restructuring, most of our income is taxable in the United States with a significant portion qualifying for preferential treatment as foreign-derived intangible income (“FDII”).

Beginning in 2026, the effective rate for FDII increases from 13% to 16%.

Further, if U.S. rates increase and/or the FDII deduction is eliminated or reduced, both of which have been proposed by the current U.S. presidential administration and Congress, our provision for income taxes, results of operations and cash flows would be adversely (potentially materially)

affected.

Also, if our customers move manufacturing operations to the United States, our FDII deduction may be reduced.

Further changes in tax laws of foreign jurisdictions could arise as a result of the base erosion and profit shifting project that was undertaken by the Organisation for Economic Co-operation and Development (“OECD”).

These changes, as adopted by countries, may increase tax uncertainty and may adversely affect our provision for income taxes, results of operations and financial condition.

Social and environmental responsibility regulations, policies and provisions, as well as customer and investor demands, may make our supply chain more complex and may adversely affect our relationships with customers and investors.

With the increasing focus on corporate social and environmental responsibility in the semiconductor industry, a number of our customers have adopted, or may adopt, procurement policies that include social and environmental responsibility provisions or requirements that their suppliers should comply with, or they may seek to include such provisions or requirements in their procurement terms and conditions.

In addition, an increasing number of OEMs are seeking to source products that do not contain minerals sourced from areas where proceeds from the sale of such minerals are likely to be used to fund armed conflicts, such as in the Democratic Republic of Congo.

As a result, we may face difficulties in satisfying these customers’ demands, which may harm our sales and operating results.

More investors are also requiring companies to disclose corporate social and environmental policies, practices and metrics.

In addition, various jurisdictions are developing climate change-based laws or regulations that could cause us to incur additional direct costs for compliance, as well as indirect costs resulting from our customers, suppliers or both incurring additional compliance costs that are passed on to us.

These legal and regulatory requirements, as well as investor expectations, on corporate environmental and social responsibility practices and disclosure, are subject to change, can be unpredictable and may be difficult and expensive for us to comply with.

If we are unable to comply, or are unable to cause our suppliers to comply, with such policies or provisions or meet the requirements of our customers and investors, a customer may stop purchasing products from us or an investor may sell their shares, and may take legal action against us, which could harm our reputation, revenue and results of operations.

Such restrictive covenants may significantly limit our ability to: incur additional debt, including issuing guarantees; incur liens; make certain investments; settle a conversion of our 1.625% Notes in whole or in part with cash; redeem, or otherwise perform our obligations under the terms of, our 3.875% Notes; sell or otherwise dispose of assets; make acquisitions; engage in mergers or consolidations or certain other "change of control" transactions; make distributions to our stockholders; engage in restructuring activities; engage in certain sale and leaseback transactions; and issue or repurchase stock or other securities.

Effective as of December 31, 2021, the United Kingdom Financial Conduct Authority ("FCA"), which regulates the LIBO Rate, no longer publishes LIBO Rate quotations, including one-week and two-month U.S. dollar LIBOR settings.

The publication of overnight and one-, three-, six- and 12-month U.S. dollar LIBOR settings will be extended through June 30, 2023.

Further, on October 21, 2021, five U.S. federal financial institution regulatory agencies, in conjunction with U.S. state bank and state credit union regulators, issued a joint statement to emphasize the expectation that supervised institutions with LIBO Rate exposure continue to progress toward an orderly transition away from LIBO Rate in advance of the 2023 deadline and providing considerations with respect to alternative base rates and appropriate fallback language, noting that failure to adequately prepare for the LIBO Rate’s discontinuance could undermine financial stability and institutions’ safety and soundness and create litigation, operational, and consumer protection risks.

As of December 31, 2021, we had outstanding approximately $155.1 million aggregate principal amount of our 1.625% Notes, $700.0 million aggregate principal amount of our 3.875% Notes and $805.0 million of aggregate principal of our 0% Notes (collectively, the "Outstanding Notes").

Holders of the Outstanding Notes have certain rights that would require us to make repurchases prior to the stated maturity for all or a portion of the amounts due in certain circumstances.

If specified conditions are met, holders of the 1.625% Notes and the 0% Notes may convert their notes prior to their stated maturity in the event the conditional conversion features are triggered, holders electing to convert their notes could require us to settle a portion or all of our conversion obligations through the payment of cash.

Summary Risk Factors

An investment in the Company’s stock involves a certain measure of risk.

Some of the factors that could materially and adversely affect our business, financial condition, results of operations, liquidity, and prospects for future growth include, but are not limited to, the following.

If any of the factors listed below occurs, the market price of our shares could decline, and you may lose some or all of your investment.

You should read this summary together with the more detailed description of each risk factor contained in "Risk Factors" in this Annual Report on Form 10-K.

Trends, Risks and Uncertainties Related to Our Business

- *Many of our facilities and processes are interdependent and an operational disruption at any particular facility could have a material adverse effect on our ability to produce many of our products.*

- *The effects of the COVID-19 pandemic have had, and could continue to have, an adverse impact on our business, results of operations and financial condition.*

*industries, and a downturn or lower sales to customers in one or more of these industries could occur.*

- *We may be unable to maintain manufacturing efficiency.*

- *We may be unable to successfully implement cost reduction initiatives, including through restructuring activities.*

- *Uncertainties regarding the timing and amount of customer orders could lead to excess inventory and write-downs of inventory.*

- *We are dependent on the services of third-party suppliers and contract manufacturers, and we may experience a disruption in or deterioration of the quality of the services or goods delivered by such third parties.*

- *We may be subject to warranty claims, product liability claims and product recalls.*

- *Currency fluctuations, changes in foreign exchange regulations and repatriation delays and costs could have a material adverse effect on our results of operations and financial condition.*

Trends, Risks and Uncertainties Related to Intellectual Property

- *Our technologies could be subject to claims of infringement on the IP rights of others.*

- *We may be unable to protect the IP we use.*

Trends, Risks and Uncertainties Related to Technology and Data Privacy

- *We may be subject to disruptions or breaches of our secured network.*

- *We are subject to governmental laws, regulations and other legal obligations related to privacy and data protection.*

Trends, Risks and Uncertainties Related to Regulation

- *We may be subject to environmental and health and safety liabilities and expenditures.*

- *Compliance with regulations regarding the use of "conflict minerals" could limit the supply and increase the cost of certain raw materials used in manufacturing our products.*

- *If we are unable to comply with anti-corruption laws in the jurisdictions we operate, including the FCPA, it could result in penalties that could harm our reputation.*

Trends, Risks and Uncertainties Related to Our Indebtedness

- *If we are unable to meet our obligations under our Amended Credit Agreement, it could materially and adversely affect our business, results of operations and financial condition.*

- *The agreements relating to our indebtedness, including the Amended Credit Agreement and the 3.875% Notes, may restrict our ability to operate our business.*

- *We may not be able to generate sufficient cash flow to meet our debt service obligations.*

- *An event of default under any agreement relating to our outstanding indebtedness could cross default other indebtedness.*

- *Our operating subsidiaries have no independent obligation to repay our debt, and may not able to make cash available to us for such repayment.*

- *If interest rates increase, our debt service obligations under our variable rate indebtedness could increase significantly.*

- *Note hedge and warrant transactions we have entered into may materially adversely affect the value of our common stock.*

- *Counterparty risk with respect to the note hedge transactions, if realized, could have a material adverse impact on our*

*results of operations.*

Trends, Risks and Uncertainties Related to Our Common Stock

- *The stockholders’ rights plan adopted by our Board of Directors may discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders.*

- *Provisions in our charter documents may delay or prevent the acquisition of our Company.*

General Risk Factors

- *We may be unable to successfully integrate new strategic acquisitions.*

Our revenue for the year ended December 31, [removed: 2020] [added: 2021] was [removed: $5,255.0] [added: $6,739.8] million, [removed: a decrease] [added: an increase] of [removed: 4.8%] [added: 28.3%] from [removed: $5,517.9] [added: $5,255.0] million for the year ended December 31, [removed: 2019.][added: 2020.]

Our gross margin [removed: decreased] [added: increased] by approximately [removed: 310] [added: 760] basis points to [removed: 32.7%] [added: 40.3%] in [removed: 2020] [added: 2021] from [removed: 35.8%] [added: 32.7%] in [removed: 2019.][added: 2020.]

See discussion under "Results of Operations" for [removed: further] [added: additional] discussion on the reasons for the fluctuations year over year.

We [removed: historically have pursued, and] expect to continue to [removed: pursue,] [added: pursue] cost-saving initiatives to [added: be able to] align our overall cost structure, capital investments and other expenditures with our expected revenue, spending and capacity levels [removed: based on our current sales and manufacturing projections.][added: to help offset increased costs.]

We have taken, and continue to take, significant cost containment efforts, including, but [removed: not limited to, workforce reductions, reducing discretionary spending, furloughs, and mandatory vacations.]

[added: While all our global] manufacturing sites are currently operational, our facilities could be required to temporarily curtail production levels or temporarily cease operations based on government [removed: mandates.][added: mandates due to the COVID-19 pandemic.]

There can be no assurances that we will adequately forecast the [removed: impact] [added: magnitude or duration] of [added: the] adverse economic conditions on our business or that we will effectively align our cost structure, capital investments and other expenditures with our revenue, spending and capacity levels in the future.

For a discussion and comparison of the results of our operations for the year ended December 31, [removed: 2019] [added: 2020] with the year ended December 31, [removed: 2018,] [added: 2019,] refer to "Management's Discussion and Analysis of Financial Conditions and Results of Operations" in our Form 10-K for the year ended December 31, [removed: 2019] [added: 2020] filed with the SEC on February [removed: 19, 2020.][added: 16, 2021.]

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | | | | | | | Change | | | | | | | | | | | | | | | | | | | | |

| Cost of revenue (exclusive of amortization shown below) | | | [removed: 3,539.2] [added: 4,025.5] | | | | | | [removed: 3,544.3] [added: 3,539.2] | | | | | | | | | | | | | | | | | | [removed: (5.1)] [added: 486.3] | | | | | | | | | | | | | | | | | | | | |

| Gross profit | | | [removed: 1,715.8] [added: 2,714.3] | | | | | | [removed: 1,973.6] [added: 1,715.8] | | | | | | | | | | | | | | | | | | [removed: (257.8)] [added: 998.5] | | | | | | | | | | | | | | | | | | | | |

| Research and development | | | [removed: 642.9] [added: 655.0] | | | | | | [removed: 640.9] [added: 642.9] | | | | | | | | | | | | | | | | | | [removed: 2.0] [added: 12.1] | | | | | | | | | | | | | | | | | | | | |

| Selling and marketing | | | [removed: 278.7] [added: 293.6] | | | | | | [removed: 301.0] [added: 278.7] | | | | | | | | | | | | | | | | | | [removed: (22.3)] [added: 14.9] | | | | | | | | | | | | | | | | | | | | |

| General and administrative | | | [removed: 258.7] [added: 304.8] | | | | | | [removed: 284.0] [added: 258.7] | | | | | | | | | | | | | | | | | | [removed: (25.3)] [added: 46.1] | | | | | | | | | | | | | | | | | | | | |

| Amortization of acquisition-related intangible assets | | | [removed: 120.3] [added: 99.0] | | | | | | [removed: 115.2] [added: 120.3] | | | | | | | | | | | | | | | | | | [removed: 5.1] [added: (21.3)] | | | | | | | | | | | | | | | | | | | | |

| Restructuring, asset impairments and other charges, net | | | [removed: 65.2] [added: 71.4] | | | | | | [removed: 28.7] [added: 65.2] | | | | | | | | | | | | | | | | | | [removed: 36.5] [added: 6.2] | | | | | | | | | | | | | | | | | | | | |

| Intangible asset impairment | | | [removed: 1.3] [added: 2.9] | | | | | | [removed: 1.6] [added: 1.3] | | | | | | | | | | | | | | | | | | [removed: (0.3)] [added: 1.6] | | | | | | | | | | | | | | | | | | | | |

| Total operating expenses | | | [removed: 1,367.1] [added: 1,426.7] | | | | | | [removed: 1,540.9] [added: 1,367.1] | | | | | | | | | | | | | | | | | | [removed: (173.8)] [added: 59.6] | | | | | | | | | | | | | | | | | | | | |

| Operating income | | | [removed: 348.7] [added: 1,287.6] | | | | | | [removed: 432.7] [added: 348.7] | | | | | | | | | | | | | | | | | | [removed: (84.0)] [added: 938.9] | | | | | | | | | | | | | | | | | | | | |

| Interest expense | | | [removed: (168.4)] [added: (130.4)] | | | | | | [removed: (148.3)] [added: (168.4)] | | | | | | | | | | | | | | | | | | [removed: (20.1)] [added: 38.0] | | | | | | | | | | | | | | | | | | | | |

| Interest income | | | [removed: 4.9] [added: 1.4] | | | | | | [removed: 10.2] [added: 4.9] | | | | | | | | | | | | | | | | | | [removed: (5.3)] [added: (3.5)] | | | | | | | | | | | | | | | | | | | | |

| Loss on debt refinancing and prepayment | | | [removed: —] [added: (29.0)] | | | | | | [removed: (6.2)] [added: —] | | | | | | | | | | | | | | | | | | [removed: 6.2] [added: (29.0)] | | | | | | | | | | | | | | | | | | | | |

| Other income (expense), net | | | [removed: (172.1)] [added: (129.8)] | | | | | | [removed: (156.1)] [added: (172.1)] | | | | | | | | | | | | | | | | | | [removed: (16.0)] [added: 42.3] | | | | | | | | | | | | | | | | | | | | |

| Income before income taxes | | | [removed: 176.6] [added: 1,157.8] | | | | | | [removed: 276.6] [added: 176.6] | | | | | | | | | | | | | | | | | | [removed: (100.0)] [added: 981.2] | | | | | | | | | | | | | | | | | | | | |

| Income tax (provision) benefit | | | [removed: 59.8] [added: (146.6)] | | | | | | [removed: (62.7)] [added: 59.8] | | | | | | | | | | | | | | | | | | [removed: 122.5] [added: (206.4)] | | | | | | | | | | | | | | | | | | | | |

| Net income | | | [removed: 236.4] [added: 1,011.2] | | | | | | [removed: 213.9] [added: 236.4] | | | | | | | | | | | | | | | | | | [removed: 22.5] [added: 774.8] | | | | | | | | | | | | | | | | | | | | |

| Less: Net income attributable to non-controlling interest | | | [removed: (2.2)] [added: (1.6)] | | | | | | (2.2) | | | | | | | | | | | | | | | | | | [removed: —] [added: 0.6] | | | | | | | | | | | | | | | | | | | | |

| Net income attributable to ON Semiconductor Corporation | | | $ | [removed: 234.2] [added: 1,009.6] | | | | | $ | [removed: 211.7] [added: 234.2] | | | | | | | | | | | | | | | | | $ | [removed: 22.5] [added: 775.4] | | | | | | | | | | | | | | | | | | | |

Revenue was [removed: $5,255.0] [added: $6,739.8] million and [removed: $5,517.9] [added: $5,255.0] million for [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

The [removed: decrease] [added: increase] from [removed: 2019 to] 2020 [added: to 2021] of [removed: $262.9] [added: $1,484.8] million, or [removed: 4.8%,] [added: 28.3%,] was [removed: primarily] attributable to a [removed: 6.5%, 3.1%] [added: 32.0%, 25.6%] and [removed: 2.5% decrease] [added: 22.0% increase] in revenue in PSG, ASG and ISG, respectively, which is further explained below.

We had one customer, a distributor, whose revenue accounted for approximately [removed: 11%] [added: 13%] of the total revenue for the year ended December 31, [removed: 2020.][added: 2021.]

| | | | [removed: 2020] [added: 2021] | | | | | | As a % of Revenue (1) | | | | | | [removed: 2019] [added: 2020] | | | | | | As a % of Revenue (1) | | | | | | | | | | | |

| PSG | | | $ | [removed: 2,606.1] [added: 3,439.1] | | | | | [removed: 49.6] [added: 51.0] | | % | | | | $ | [removed: 2,788.3] [added: 2,606.1] | | | | | [removed: 50.5] [added: 49.6] | | % | | | | | | | | | |

| ASG | | | [removed: 1,910.4] [added: 2,399.9] | | | | | | [removed: 36.4] [added: 35.6] | | % | | | | [removed: 1,972.3] [added: 1,910.4] | | | | | | [removed: 35.7] [added: 36.4] | | % | | | | | | | | | |

| ISG | | | [removed: 738.5] [added: 900.8] | | | | | | [removed: 14.1] [added: 13.4] | | % | | | | [removed: 757.3] [added: 738.5] | | | | | | [removed: 13.7] [added: 14.1] | | % | | | | | | | | | |

| Total revenue | | | $ | [removed: 5,255.0] [added: 6,739.8] | | | | | | | | | | | $ | [removed: 5,517.9] [added: 5,255.0] | | | | | | | | | | | | | | | | |

[removed: (1) Certain] [added: (1)Certain] of the amounts may not total due to rounding of individual amounts.

Revenue from PSG [removed: decreased] [added: increased] by [removed: $182.2] [added: $833.0] million, or approximately [removed: 7%,] [added: 32%,] during [removed: 2020] [added: 2021] compared to [removed: 2019.][added: 2020.]

[removed: The revenue from our] Advanced Power Division and [added: our Integrated Circuits,] Protection and Signal Division [removed: decreased] [added: increased] by [removed: $116.8] [added: $521.7] million and [removed: $49.1] [added: $317.6] million, respectively.

[removed: The decreases] [added: Although we experienced supply chain constraints during 2021, they] were [removed: due to a combination of a general decline in] [added: offset by increased] demand for [removed: these products due to economic conditions caused by the COVID-19 pandemic, and was exacerbated by internal] [added: our products, however in 2020, we experienced decreased demand,] delays in fulfilling certain customer orders [removed: due to] [added: and certain of] our factories [removed: in China, the Philippines and Malaysia, which operated] [added: operating] at significantly reduced capacity levels [removed: during portions of the first half of 2020] as a result of the COVID-19 pandemic.

*onsemi Results*

The increase was attributable to the improving economic conditions and an exceptionally strong market for semiconductor products resulting in a significant increase in demand across PSG, ASG and ISG.

During 2021, we reported net income attributable to onsemi of $1,009.6 million compared to $234.2 million in 2020.

Our operating income totaled $1,287.6 million during 2021 compared to $348.7 million during 2020.

The increase in operating income and net income attributable to onsemi was due to significantly better gross margins from higher sales volume, favorable mix, increase in average selling prices, better utilization in factories and savings from restructuring activities.

The COVID-19 pandemic has had, and continues to have, a significant impact around the world, prompting governments and businesses to take unprecedented measures including restrictions on travel, business operations and temporary closures of facilities.

However, during 2021, economic conditions began to improve and business conditions became stronger during the second half of the year.

During 2021, we achieved revenue growth in our focused end-markets of automotive, industrial and communications infrastructure as well as expand our gross margin and operating margin as a result of cost-saving initiatives, product rationalization, favorable mix and price increases, among other actions.

While the semiconductor industry conditions have resulted in increased costs throughout our supply chain, we have been able to pass a majority of such increases to our customers, which also contributed to higher revenue for 2021.

not limited to, workforce reductions and reducing discretionary spending.

The ongoing impact of the COVID-19 pandemic on the Company’s operational and financial performance is uncertain and will depend on many factors outside the Company’s control, including the timing, extent, trajectory and duration of the pandemic, the emergence of new variants, the development, availability, distribution and effectiveness of vaccines and treatments, the imposition of protective public safety measures, and the impact of the pandemic on the global economy and demand for products.

A discussion of our results of operations for the year ended December 31, 2021 compared to December 31, 2020 is included below.

| Revenue | | | $ | 6,739.8 | | | | | $ | 5,255.0 | | | | | | | | | | | | | | | | | $ | 1,484.8 | | | | | | | | | | | | | | | | | | | |

| Gain on divestiture of business | | | 10.2 | | | | | | — | | | | | | | | | | | | | | | | | | 10.2 | | | | | | | | | | | | | | | | | | | | |

| Other income (expense) | | | 18.0 | | | | | | (8.6) | | | | | | | | | | | | | | | | | | 26.6 | | | | | | | | | | | | | | | | | | | | |

The revenue from our

These increases primarily were driven by better economic conditions resulting in increased demand for our products along with a favorable mix in the products sold and an increase in average selling prices.

The revenue from our Mobile, Computing and Cloud Division, our Automotive Division and our Industrial Solutions Division, increased by $230.3 million, $155.0 million and $110.2 million, respectively.

The increases primarily were due to improved economic conditions resulting in increased demand for our products in other end-markets along with a favorable mix in the products sold and an increase in average selling prices.

Although we experienced supply chain constraints during 2021, they were offset by increased demand for our products, however in 2020, we experienced decreased demand, delays in fulfilling certain customer orders and certain of our factories operating at significantly reduced capacity levels as a result of the COVID-19 pandemic.

Revenue from ISG increased by $162.3 million, or approximately 22%, during 2021 compared to 2020.

The revenue from our Automotive Sensing Division and our Industrial and Consumer Solutions Division increased by $152.5 million and $70.7 million, respectively, and was partially offset by a decrease of $61.0 million from the exited CCD business.

The increase in revenue was due to the improvement in economic conditions, specifically with automotive component manufacturers and the automotive industry overall, resulting in increased demand for these products along with a favorable mix in the products sold and an increase in average selling prices.

| PSG | | | $ | 1,318.3 | | | | | | | | 38.3 | | % | | | | | | | | | | $ | 764.1 | | | | | | | | 29.3 | | % | | | | | | | | | | | | |

| ASG | | | 1,055.6 | | | | | | | | | 44.0 | | % | | | | | | | | | | 714.4 | | | | | | | | | 37.4 | | % | | | | | | | | | | | | |

| ISG | | | 340.4 | | | | | | | | | 37.8 | | % | | | | | | | | | | 237.3 | | | | | | | | | 32.1 | | % | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

(2)Beginning in 2021, unallocated manufacturing costs were included as part of segment operating results to determine

segment gross profit.

As a result, the prior-period amounts have been reclassified to conform to current-period presentation.

Our gross profit increased by $998.5 million, or approximately 58%, from $1,715.8 million during 2020 to $2,714.3 million during 2021.

Gross margin increased to 40.3% during 2021 compared to 32.7% during 2020.

The increases in gross profit and gross margin were due to increases in sales volume, increased utilization and a better mix in the portfolio of the products sold combined with an increase in average selling prices for many of our products.

The favorable economic environment and significant improvement in demand in all end-markets and specifically from automotive and industrial end-markets contributed to increased demand and better pricing for our products.

We were also able to pass a majority of the increased cost from our suppliers to our customers.

The increase in variable compensation was partially offset by a decrease in payroll expenses due to restructuring activities, and costs associated with third-party consultants.

The increase was primarily due to an increase in variable compensation.

The increase was primarily due to an increase in variable compensation and stock compensation.

The decrease of $21.3 million, or approximately 17.7%, was primarily due to the full amortization of certain of our technology-related intangible assets during 2020.

*Recent ON Semiconductor Results*

The decrease was attributable to reduced demand for our products across PSG, ASG and ISG primarily due to the negative impact from the COVID-19 pandemic.

During 2020, while we reported net income attributable to ON Semiconductor of $234.2 million compared to $211.7 million in 2019, our operating income during 2020 was $348.7 million compared to $432.7 million during 2019.

While the decrease in operating income was primarily due to the pervasive macroeconomic impacts of the COVID-19 pandemic, the increase in net income attributable to ON Semiconductor was due to the income tax benefit recorded during the year.

The COVID-19 pandemic has had, and is expected to continue to have, a significant adverse impact on global economic activity, including creating supply chain and market disruption.

While certain measures enacted in 2020 to contain the spread of the COVID-19 pandemic have since been relaxed in many jurisdictions, the extent to which the pandemic will impact demand for our products depends on future developments, which are highly uncertain and difficult to predict, including new information that may emerge concerning the severity and longevity of the pandemic, and actions to contain and treat its impact.

While all our global

*The Impact of the COVID-19 Pandemic on our Business*

In an effort to protect the health and safety of our employees, we have taken proactive, aggressive actions to adopt social distancing policies at our locations around the world, including reducing the number of people in our sites at any one time, encouraging our employees to work from home where possible, limiting the number of employees attending meetings and significantly reducing employee travel.

In our role as responsible corporate citizens, we have taken actions to support our global communities by providing personal protective equipment to hospitals and health workers.

We will continue to actively monitor implications of the COVID-19 pandemic on our business and may take further actions to adjust our business operations if deemed necessary, or as required by federal, state, or local law.

During the majority of 2020, our results of operations were adversely impacted due to the reduced demand from our customers, government-mandated temporary shutdowns of certain of our facilities, supply shortages and other logistical constraints arising from the COVID-19 pandemic.

However, towards the end of 2020, we experienced a meaningful improvement in the demand for most of our products, specifically products in the automotive sector that had been significantly impacted by the pandemic.

However, current demand levels have yet to reach levels achieved before the pandemic.

While we believe that our business has stabilized from the impact of the pandemic, a possible resurgence or another wave of the pandemic could alter the business and economic landscape again.

We expect volatility in demand to continue in varying duration and severity until such time as the COVID-19 pandemic is effectively contained globally.

Our long-term fundamentals remain strong as we believe that we are well-positioned for growth as business conditions continue to improve.

We believe that secular trends in the automotive, industrial, and cloud-power end-markets, which are our primary areas of focus, will continue to drive long-term growth in the semiconductor industry.

Our results of operations for the year ended December 31, 2020 includes the full year results, and our results of operations for the year ended December 31, 2019 includes partial year results of Quantenna, which we acquired on June 19, 2019.

| Revenue | | | $ | 5,255.0 | | | | | $ | 5,517.9 | | | | | | | | | | | | | | | | | $ | (262.9) | | | | | | | | | | | | | | | | | | | |

| Litigation settlement | | | — | | | | | | 169.5 | | | | | | | | | | | | | | | | | | (169.5) | | | | | | | | | | | | | | | | | | | | |

| Other expense | | | (8.6) | | | | | | (11.8) | | | | | | | | | | | | | | | | | | 3.2 | | | | | | | | | | | | | | | | | | | | |

The revenue from our Automotive Division and Mobile, Computing and Cloud Division decreased by $47.4 million and $39.6 million, respectively, and was partially offset by an increase in revenue of $34.1 million in our Wireless Connectivity Solutions Division, which included the acquired Quantenna business.

The decreases in demand for the products in these divisions was primarily due to the economic conditions as a result of the COVID-19 pandemic, and specifically the automotive industry during the first half of the year, which has started to experience a meaningful recovery during the fourth quarter.

Similar to PSG, this decrease was exacerbated by delays in fulfilling certain customer orders due to our factories in China, the Philippines and Malaysia, which operated at a significantly reduced capacity levels during portions of the first half of 2020 as a result of the COVID-19 pandemic.

Revenue from ISG decreased by $18.8 million, or 2.5%, during 2020 compared 2019, which was primarily due to the decrease in revenue from our Automotive Sensing Division of $20.0 million, which was due to decreased demand and delays in fulfilling certain customer orders due to supply chain constraints during the first half of 2020 as a result of the COVID-19 pandemic.

| PSG | | | $ | 801.7 | | | | | | | | 30.8 | | % | | | | | | | | | | $ | 976.0 | | | | | | | | 35.0 | | % | | | | | | | | | | | | |

| ASG | | | 730.5 | | | | | | | | | 38.2 | | % | | | | | | | | | | 794.8 | | | | | | | | | 40.3 | | % | | | | | | | | | | | | |

| ISG | | | 237.7 | | | | | | | | | 32.2 | | % | | | | | | | | | | 275.4 | | | | | | | | | 36.4 | | % | | | | | | | | | | | | |

| Gross profit for all segments | | | $ | 1,769.9 | | | | | | | | | | | | | | | | | | | | $ | 2,046.2 | | | | | | | | | | | | | | | | | | | | | | |

| Unallocated manufacturing costs (2) | | | (54.1) | | | | | | | | | (1.0) | | % | | | | | | | | | | (72.6) | | | | | | | | | (1.3) | | % | | | | | | | | | | | | |

___________________

(2) Unallocated manufacturing costs are presented as a percentage of total revenue (2019 includes expensing of the fair market value step-up of inventory of $19.6 million acquired from Quantenna).

Our gross profit was $1,715.8 million during 2020 compared to $1,973.6 million during 2019 representing a decrease of $257.8 million, or approximately 13%.

Our gross margin decreased to 32.7% during 2020 compared to 35.8% during 2019.

The decrease in gross profit and gross margin were attributable to a significant decline in sales volume due to the COVID-19 pandemic and a decline in average selling prices.

While the improving business conditions during the second half of 2020 positively impacted our gross margins, we incurred additional expenses for freight, transportation and cleaning costs to operate our facilities in compliance with local government regulations that had an adverse impact on our gross margin.

While there was a decrease in the cost of external consultants and travel-related expenses due to the cost-saving measures and travel restrictions implemented in response to the COVID-19 pandemic, these decreases were offset due to the payroll expenses for Quantenna employees for the entire year in 2020.

The decrease was primarily related to a significant decrease in travel-related expenses due to the cost-saving measures and travel restrictions implemented in response to the COVID-19 pandemic and nominal decreases in payroll expenses as a result of furloughs and the VSP and Involuntary Separation Program ("ISP") offered during 2020.

This decrease was primarily attributable to a decrease in stock compensation expense, travel-related expenses due to the cost-saving measures and travel restrictions implemented in response to the COVID-19 pandemic and certain other categories due to the general cost-saving measures.

We do not use derivative financial instruments for speculative or trading [added: purposes.]

As of December 31, [removed: 2020,] [added: 2021,] our gross long-term debt (including current maturities) totaled [removed: $3,589.5] [added: $3,258.3] million.

We have no interest rate exposure to rate changes on our fixed rate debt, which totaled [removed: $2,775.0] [added: $3,160.1] million.

We do have interest rate exposure with respect to the [removed: $814.5] [added: $98.2] million balance of our variable interest rate debt outstanding as of December 31, [removed: 2020.][added: 2021.]

A 50 basis point increase in interest rates would impact our expected annual interest expense for the next 12 months by approximately [removed: $4.1] [added: $4.2] million.

While we have [removed: recently begun to observe] [added: observed] stabilization in the capital markets impacted by the COVID-19 pandemic, there can be no assurance that equity or borrowings will be available when we access the capital markets again or, if available, will be at rates or prices acceptable to us.

We are subject to risks associated with transactions that are denominated in currencies other than our functional currencies, as well as the effects of translating amounts denominated in a foreign currency to the U.S. Dollar as a normal part of the reporting [removed: process.]

The notional amount of foreign exchange contracts at December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] was [removed: $263.4] [added: $288.3] million and [removed: $183.3] [added: $263.4] million, respectively.

For example, we determined that based on a hypothetical weighted-average change of 10% in currency exchange rates, our results would have impacted our income before taxes by approximately [removed: $129.7] [added: $143.7] million for the year ended December 31, [removed: 2020,] [added: 2021,] assuming no offsetting hedge position or correlated activities.

process.

purposes.

[removed: Business Overview][added: Overview]

ON Semiconductor Corporation, together with its wholly and majority-owned [removed: subsidiaries ("ON Semiconductor,"] [added: subsidiaries, which operate under the onsemiTM brand ("onsemi,"] "we," "us," "our," or the "Company"), was incorporated under the laws of the state of Delaware in [removed: 1992 under the name Motorola Energy Systems, Inc. Immediately prior to our August 4, 1999 recapitalization, we were a wholly-owned subsidiary of Motorola.][added: 1992.]

As of December 31, [removed: 2020,] [added: 2021,] we were organized into the following three operating and reportable segments: the Power Solutions Group ("PSG"), the Advanced Solutions Group ("ASG") and the Intelligent Sensing Group ("ISG").

[removed: Recent Business] [added: Business] Strategy Developments

Our primary focus [removed: is] [added: continues to be] on gross margin [added: and operating margin] expansion, while at the same [removed: time,] [added: time] achieving [removed: significant] revenue growth in our focused end-markets of automotive, industrial and [removed: communication] [added: communications] infrastructure as well as being opportunistic in other [removed: end-markets.][added: end-markets, including obtaining longer-term supply arrangements with strategic end-customers.]

[removed: We intend] [added: While we believe we have made significant progress on gross margin and operating margin expansion, we continue] to [removed: allocate capital] [added: rationalize our product portfolio] and [added: have allocated capital,] research and development investments and resources to accelerate growth in high-margin products and end-markets by moving away from non-differentiated products, which have had historically lower gross [removed: margins, and in that process, reduce complexity, streamline the organization, and improve operating efficiencies.][added: margins.]

[removed: Additionally, we] [added: We] believe these [removed: actions] [added: actions, among others,] will allow us to transition to a lighter internal fabrication model where our [removed: gross margins] [added: financial performance] will be less volatile and not as heavily influenced by our internal manufacturing volumes.

[removed: As further discussed below, we are also rationalizing] [added: We will continue to rationalize] our manufacturing footprint [added: in 2022] to align with our investment priorities and corporate strategy.

Our goal is to reduce volatility in our gross margins and maximize return on our manufacturing investments with the [removed: intent to have] [added: intention of having] our product strategy drive our manufacturing footprint and capital investments.

[removed: Novel coronavirus disease] [added: Impact of the Novel Coronavirus Disease] 2019 [removed: ("COVID-19")][added: ("COVID-19") Pandemic on our Business]

[removed: Pending] [added: Completed] and [removed: completed acquisitions][added: Pending Acquisitions and Divestitures]

[added: During 2019 and 2020, we entered into an Asset Purchase Agreement (the "APA") and an Asset Purchase Agreement Amendment (the "APA Amendment") to acquire GLOBALFOUNDRIES U.S. Inc.'s ("GFUS") East] Fishkill, New York site and fabrication facilities and certain other assets and liabilities on or around December 31, 2022 [removed: (the "Closing Date"), subject to certain conditions,] for an aggregate purchase price of $400.0 million in cash, subject to [removed: adjustment] [added: adjustments] as described in the [removed: Asset Purchase Agreement] [added: APA and the APA Amendment] (the "Total Consideration").

[removed: On April 22, 2019, we] [added: We] paid GFUS $70.0 million [added: and $100.0 million during 2019 and 2020, respectively,] of the Total Consideration in cash as a non-refundable deposit, which will be applied toward and reduce the Total Consideration.

See Note 5: [removed: ''Acquisitions, Divestiture] [added: ''Acquisitions] and [removed: Licensing Transactions''] [added: Divestitures''] in the notes to our audited consolidated financial statements included elsewhere in this Form 10-K for additional information.

[removed: ON Semiconductor] [added: onsemi] generates revenue from the sale of [removed: our] semiconductor products to [removed: distributors, OEMs] [added: distributors] and [removed: electronic manufacturing service providers.][added: direct customers.]

We believe that our ability to offer a broad range of products, combined with our [removed: applications and] global manufacturing and logistics network, provides our customers with single source purchasing on a cost-effective and timely basis.

| [removed: Analog] [added: Memory] products | | | | | | [removed: Analog] [added: LSI] products | | | | | | [removed: LSI products] | | | | | |

| [removed: Discrete] [added: SiC] products | | | | | | ASIC products | | | | | | [added: CMOS Image] Sensors | | | | | |

| MOSFET Products | | | | | | [removed: Connectivity] [added: ECL] products | | | | | | [added: LSI products] | | | | | |

| [removed: Memory] [added: Isolation] products | | | | | | Gate Driver products | | | | | | [added: Sensors] | | | | | |

| Gate Driver products | | | | | | [removed: LSI] [added: Standard Logic] products | | | | | | | | | | | |

| Standard Logic products | | | | | | [removed: Standard Logic products] | | | | | | | | | | | |

The following provides certain information regarding the products and technologies [removed: by] [added: for] each of our operating segments.

See Note 3: ''Revenue and Segment Information'' in the notes to our audited consolidated financial statements included elsewhere in this Form 10-K for other information regarding our segments, their revenue and property, plant and equipment and the [removed: income] [added: gross profit] derived from each segment.

The trends driving growth within our end-user markets are primarily higher power efficiency and power density in power applications, the demand for greater [removed: functionality in small handheld devices,] [added: functionality,] and faster data transmission rates in all communications.

The recent increase in the use of WBG MOSFETs and diodes, including SiC and [removed: GaN,] [added: IGBT,] is further expanding the use of semiconductor products.

ASG designs and develops analog, mixed-signal, advanced logic, ASSPs and ASICs, [removed: Wi-Fi] [added: RF] and [added: integrated] power solutions for a broad base of end-users in different end-markets.

[added: Additionally, ASG offers trusted foundry and design] services for our government customers [removed: as well as manufacturing services,] which [removed: leverage] [added: leverages] the Company’s broad range of manufacturing, IC design, packaging, and silicon technology offerings to provide turn-key solutions for our customers.

ISG designs and develops CMOS image sensors, [removed: proximity sensors,] image signal processors, single photon detectors, including SiPM and SPAD arrays, [removed: radar,] as well as actuator drivers for autofocus and image stabilization for a broad base of end-users in the different end-markets.

Our broad range of product offerings delivers excellent pixel performance, sensor functionality and camera systems capabilities in which high quality visual imagery is becoming increasingly important to our customers and their end-users, particularly in [added: automotive and factory automation and in] applications powered by AI.

We sell our products to [removed: distributors, OEMs] [added: distributors] and [removed: electronic manufacturing service providers] [added: direct customers] for ultimate use in a variety of end-products in different end-markets.

[removed: Sales agreements] [added: In general, we have maintained long-term relationships] with [added: our key] customers [added: and our sales agreements] are renewable periodically and contain certain terms and conditions with respect to payment, delivery, warranty and [removed: supply, but generally do not require minimum purchase commitments.][added: supply.]

[added: Almost] all of our contracts have default provisions, and certain of our contracts in the public sector are terminable at [removed: any time for convenience of the contracting agency.]

The loss of [removed: certain] [added: one] of [removed: these] [added: our large] customers [removed: may] [added: would] have a material adverse effect on the operations of the respective [removed: segment] [added: segment,] and [added: may have a material adverse effect on] our consolidated results of operations.

Sales to distributors accounted for approximately [removed: 60%] [added: 64%] of our revenue in [removed: 2020, 57%] [added: 2021, 60%] of our revenue in [removed: 2019] [added: 2020] and [removed: 60%] [added: 57%] of our revenue in [removed: 2018.][added: 2019.]

We had one distributor whose revenue accounted for approximately [removed: 11%] [added: 13%] of the total revenue for the year ended December 31, [removed: 2020.][added: 2021.]

Our distributors resell to mid-sized and smaller OEMs and [removed: to electronic manufacturing service providers and] other companies.

Large multi-nationals and selected regional [removed: accounts,] [added: OEMs,] which are significant in specific markets, [removed: are] [added: form] our core [removed: OEM] [added: direct] customers.

Generally, [removed: our OEM] [added: these] customers do not have the right to return our products following a sale other than pursuant to our warranty.

[removed: Our] [added: While our] new product development efforts continue to be focused on building solutions in areas that appeal to customers in focused market segments and across multiple high-growth [removed: applications.][added: applications, it is our practice to regularly re-evaluate our research and development spending, to assess the deployment of resources and to review the funding of high-growth technologies.]

We provide industry leading intelligent sensing and power solutions to help our customers solve the most challenging problems and create cutting edge products for a better future.

Our intelligent power technologies enable the electrification of the automotive industry that allows for lighter and longer-range electric vehicles, empowers efficient fast-charging systems and propels sustainable energy for the highest efficiency solar strings, industrial power and storage systems.

Our intelligent sensing technologies, supports the next generation industry allowing for smarter factories and buildings while also enhancing the automotive mobility experience with imaging and depth sensing that make advanced vehicle safety and automated driving systems possible.

onsemi’s intelligent power allows our customers to exceed range targets with lower weight and reduce system cost through efficiency.

With our sensing integration, we believe onsemi’s intelligent power solutions achieve higher efficiencies compared to our peers and allows lower temperature operation, reducing cooling requirements, saving costs and minimizing weight while delivering the required power with less die per module and achieving higher range for a given battery capacity.

onsemi’s intelligent sensing solutions offer proprietary features in smaller packages that support customers' use cases.

We believe our intelligent sensing technology offers advanced features to achieve optimal results and our product integration drives improved efficiency.

This performance is delivered in a smaller footprint while reducing system latency to increase safety and throughput by providing a proprietary feature set to solve different use cases.

We believe the evolution of automotive with advancements in autonomous driving, ADAS, vehicle electrification, and the increase in electronics content for vehicle platforms is reshaping the boundaries of transportation.

With our extensive portfolio of AEC-qualified products, onsemi helps customers design high reliability solutions while delivering top performance.

And within the industrial space, onsemi is helping OEMs develop innovative products to navigate the ongoing transformation across energy infrastructure, factory automation and power conversion.

We are also focused on achieving efficiencies in our operating expenditures.

To this effect, onsemi is exploring the sale of select manufacturing facilities.

As actions are initiated to achieve our business strategy goals, we could incur accounting charges in the future.

In order to streamline our operations and achieve efficiencies, we implemented an involuntary severance plan during 2021, under which approximately 960 employees were notified of their employment termination and we incurred severance and related charges of $65.3 million.

We continue to evaluate employee positions and locations for potential efficiencies and may incur additional severance and related charges in the future.

We are focused on sustainability as we drive a common theme across all markets.

In August 2020, onsemi announced its commitment to achieving net zero emissions by 2040.

As we initiate steps to achieve our sustainability goals, additional investments may be required in the future in connection with such actions, although the timing and amounts of such investments are uncertain at this time.

On October 28, 2021, we completed our acquisition of GT Advanced Technologies Inc. ("GTAT"), a producer of SiC.

Pursuant to the terms and subject to the conditions set forth in the Agreement and Plan of Merger, the purchase price for the acquisition was $434.9 million, which included cash consideration of $424.6 million and effective settlement of pre-acquisition balances (non-cash) of approximately $10 million, in exchange for all of the outstanding equity interests of GTAT.

We believe the GTAT acquisition will act as a building block to fuel growth and accelerate innovation in disruptive intelligent power technologies and secure supply of SiC to meet rapidly growing customer demand for SiC-based solutions in the sustainable ecosystem.

On October 1, 2021, we divested one of our businesses along with the related intellectual property for aggregate consideration of approximately $13.6 million and recognized a gain on sale of $10.2 million after offsetting the carrying values of the disposed assets and liabilities.

In response to the impact of the ongoing COVID-19 pandemic on our business and industry, we have proactively implemented preventative protocols, which we continuously assess and update for current local conditions and emerging trends.

These are intended to safeguard our employees, contractors, customers, suppliers and communities and to ensure business continuity in case of further government restrictions or if severe outbreaks impact operations at certain of our facilities.

While substantially all of our global manufacturing sites are currently operational, our facilities could be required to temporarily curtail production levels or temporarily cease operations based on government mandates in response to further outbreaks or new variants of COVID-19.

We are still unable to predict the ultimate extent to which the COVID-19 pandemic will impact our operations.

| Analog products | | | | | | Analog products | | | | | | Actuator Drivers | | | | | |

| Discrete products | | | | | | Connectivity products | | | | | | Image Signal Processors | | | | | |

| Power Module products | | | | | | Foundry products / services | | | | | | Single Photon Detectors | | | | | |

During 2021, we entered into a number of long-term supply arrangements with certain strategic end-customers, which generally include minimum purchase commitments.

any time for convenience of the contracting agency.

Unless otherwise agreed in writing with our customers, they may cancel orders 120 days prior to shipment for standard products without penalty and, for custom products, prior to shipment, provided they pay onsemi's actual costs incurred as of the date we receive the cancellation notice.

*Direct Customers*

Sales to direct customers, which include manufacturers who provide contract manufacturing services for OEMs, accounted for approximately 36% of our revenue in 2021, 40% of our revenue in 2020 and 43% of our revenue in 2019.

onsemi is focused on innovation to create intelligent power and sensing technologies that solve the most challenging customer problems.

Our product development efforts are directed towards the following:

- Powering the electrification of the automotive industry with our intelligent power technologies that allow for lighter and longer-range electric vehicles and enable efficient fast-charging systems;

- Propelling the sustainable energy evolution with our intelligent power technologies for the highest efficiency solar strings, industrial power and storage systems;

- Enhancing the automotive mobility experience with our intelligent sensing technologies with imaging and depth sensing that make advanced vehicle safety and automated driving systems possible; and

ON Semiconductor is driving innovation in energy-efficient electronics.

We believe that our extensive portfolio of sensors, power management, connectivity, custom and SoC, analog, logic, timing and discrete devices helps customers efficiently solve their design challenges in advanced electronic systems and products.

Our power management and motor driver semiconductor components control, convert, protect and monitor the supply of power to the different elements within a wide variety of electronic devices.

Our custom ASICs and SoC devices use analog, MCU, DSP, mixed-signal and advanced logic capabilities to enable the application and uses of many of our automotive, medical, aerospace/defense, consumer and industrial customers’ products.

Our signal management semiconductor components provide high-performance clock management and data flow management for precision computing, communications and industrial systems.

Our portfolio of sensors, including image sensors, radar and LiDAR, provide advanced solutions for automotive, industrial and IoT applications.

Our high performance Wi-Fi solution creates a strong platform for addressing connectivity solutions for industrial IoT applications.

Our standard semiconductor components serve as "building blocks" within virtually all types of electronic devices.

In light of these objectives, we have begun the process of evaluating our current product portfolio.

In March 2020, the World Health Organization declared COVID-19 to be a pandemic, which continues to spread throughout the U.S. and the world.

Our results of operations were adversely impacted during the majority of 2020 due to the reduced demand from our customers, government-mandated temporary shutdowns of certain of our facilities, supply shortages and other logistical constraints arising from the COVID-19 pandemic.

We are unable to accurately predict the full impact that the COVID-19 pandemic will have on us due to a number of uncertainties, including the duration and severity of the outbreak, globally and, in particular, in the markets in which we do business, the impact of the pandemic on our customers' businesses, the imposition of any future government restrictions on staffing and facility operations, supply chain shortages, and other disruptions.

Without global containment, it is likely that the pandemic will continue to have a negative impact on our business, results of operations and financial condition for the foreseeable future.

On April 22, 2019, we entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with GLOBALFOUNDRIES U.S. Inc. ("GFUS") and GLOBALFOUNDRIES Inc. pursuant to which we will acquire GFUS’s East

On October 1, 2020, we entered into an amendment to the Asset Purchase Agreement (the "APA Amendment") pursuant to which we paid GFUS a non-refundable deposit in the amount of $100.0 million in cash on October 5, 2020 (the "Additional Deposit").

The Additional Deposit will be applied toward and reduce the Total Consideration as a non-refundable deposit, and the remaining $230.0 million of the Total Consideration will be paid on or around the Closing Date.

Other terms and conditions of the Asset Purchase Agreement remain unchanged.

With the expected completion of the acquisition in East Fishkill, New York on or around December 31, 2022, we initiated structural changes to our manufacturing footprint.

During February and August 2020, we announced that we were exploring the sales of our six-inch fabrication facilities in Oudenaarde, Belgium and Niigata, Japan, respectively.

We could incur accounting charges in the future in connection with the active marketing and sale of these fabrication facilities and for costs to transition the manufacturing activity to other sites in our manufacturing network.

On June 19, 2019, we completed our acquisition of Quantenna Communications, Inc. ("Quantenna").

Following the acquisition, Quantenna changed its name to ON Semiconductor Connectivity Solutions, Inc. The purchase price totaled $1,039.3 million, and was funded with the proceeds from a $900.0 million draw against our Revolving Credit Facility and cash on hand.

We believe the acquisition of Quantenna creates a strong platform for addressing connectivity solutions for industrial IoT by combining our expertise in power management and bluetooth technologies with Quantenna's Wi-Fi technologies and software capabilities.

Our devices are found in a wide variety of end products as noted within the sample applications in the end-markets section below.

Our portfolio of devices enables us to offer advanced ICs and the "building block" components that deliver system level functionality and design solutions.

We offer micro packages, which provide increased performance characteristics while reducing the critical board space inside today's ever shrinking electronic devices and power modules, delivering improved energy efficiency and reliability for a wide variety of medium and high power applications.

We shipped approximately 64.3 billion units in 2020 and approximately 66.2 billion units in 2019, resulting in a period-over-period decrease of approximately 3%.

| Power Module products | | | | | | ECL products | | | | | | | | | | | |

| Isolation products | | | | | | Foundry products / services | | | | | | | | | | | |

Certain of PSG's broad portfolio of products and solutions are summarized below:

*•Automotive Electronics*

AEC qualified products, covering the spectrum from discrete to integrated, as well as automotive modules and known good die to support automotive modules.

New semiconductor products based upon WBG technologies, including SiC, are rapidly being adopted for EV/HEV traction and charging applications due to the higher efficiencies they provide.

*•Industrial Electronics*

Advanced power technologies to support high performance power conversion for high-end power supply/UPS, alternative energy and industrial motors.

*•Computing*

MOSFETs and protection devices supporting the latest chipsets.

Multichip power solutions and advanced LDOs to support power efficiency requirements in new computing platforms.

SiC and GaN technology enables drastic reduction in power adapter size.

*•Communications*

For the fiscal year ended December 31, [removed: 2020][added: 2021]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was [removed: $7,783,044,394] [added: $16,502,024,002] as of July [removed: 3, 2020,] [added: 2, 2021,] based on the closing sales price of such stock on the Nasdaq Global Select Market.

The number of shares of the registrant's common stock outstanding at February [removed: 10, 2021] [added: 9, 2022] was [removed: 411,881,071.][added: 432,497,822.]

Portions of the registrant's Definitive Proxy Statement relating to its [removed: 2021] [added: 2022] Annual Meeting of Stockholders, which is expected to be filed pursuant to Regulation 14A within 120 days after the registrant's fiscal year ended December 31, [removed: 2020,] [added: 2021,] are incorporated by reference into Part III of this Form 10-K.

| *Item 1.* | | | Business | | | [removed: [5](#i8afb058a51bd4e449582d76e6d89e83d_16)] [added: [5](#ide4ff1c179084a72b3c2158082a2ae02_16)] | | |

| | | | Revenue Generating Activities | | | [removed: [6](#i8afb058a51bd4e449582d76e6d89e83d_22)] [added: [6](#ide4ff1c179084a72b3c2158082a2ae02_22)] | | |

| | | | Government Regulation | | | [removed: [14](#i8afb058a51bd4e449582d76e6d89e83d_52)] [added: [12](#ide4ff1c179084a72b3c2158082a2ae02_34)] | | |

| | | | Human Capital Resources | | | [removed: [15](#i8afb058a51bd4e449582d76e6d89e83d_55)] [added: [13](#ide4ff1c179084a72b3c2158082a2ae02_37)] | | |

| | | | Executive Officers of the Registrant | | | [removed: [16](#i8afb058a51bd4e449582d76e6d89e83d_58)] [added: [14](#ide4ff1c179084a72b3c2158082a2ae02_40)] | | |

| | | | Available Information | | | [removed: [18](#i8afb058a51bd4e449582d76e6d89e83d_64)] [added: [15](#ide4ff1c179084a72b3c2158082a2ae02_43)] | | |

| *Item 1A.* | | | Risk Factors | | | [removed: [18](#i8afb058a51bd4e449582d76e6d89e83d_67)] [added: [16](#ide4ff1c179084a72b3c2158082a2ae02_46)] | | |

| *Item 1B.* | | | Unresolved Staff Comments | | | [removed: [36](#i8afb058a51bd4e449582d76e6d89e83d_70)] [added: [29](#ide4ff1c179084a72b3c2158082a2ae02_49)] | | |

| *Item 2.* | | | Properties | | | [removed: [37](#i8afb058a51bd4e449582d76e6d89e83d_73)] [added: [29](#ide4ff1c179084a72b3c2158082a2ae02_52)] | | |

| *Item 3.* | | | Legal Proceedings | | | [removed: [37](#i8afb058a51bd4e449582d76e6d89e83d_76)] [added: [29](#ide4ff1c179084a72b3c2158082a2ae02_55)] | | |

| *Item 4.* | | | Mine Safety Disclosure | | | [removed: [37](#i8afb058a51bd4e449582d76e6d89e83d_79)] [added: [29](#ide4ff1c179084a72b3c2158082a2ae02_58)] | | |

| *Item 5.* | | | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [37](#i8afb058a51bd4e449582d76e6d89e83d_85)] [added: [29](#ide4ff1c179084a72b3c2158082a2ae02_64)] | | |

| *Item 7.* | | | Management's Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [39](#i8afb058a51bd4e449582d76e6d89e83d_91)] [added: [31](#ide4ff1c179084a72b3c2158082a2ae02_70)] | | |

| *Item 7A.* | | | Quantitative and Qualitative Disclosures about Market Risk | | | [removed: [54](#i8afb058a51bd4e449582d76e6d89e83d_115)] [added: [43](#ide4ff1c179084a72b3c2158082a2ae02_91)] | | |

| *Item 8.* | | | Financial Statements and Supplementary Data | | | [removed: [55](#i8afb058a51bd4e449582d76e6d89e83d_118)] [added: [44](#ide4ff1c179084a72b3c2158082a2ae02_94)] | | |

| *Item 9.* | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [55](#i8afb058a51bd4e449582d76e6d89e83d_121)] [added: [44](#ide4ff1c179084a72b3c2158082a2ae02_97)] | | |

| *Item 9A.* | | | Controls and Procedures | | | [removed: [55](#i8afb058a51bd4e449582d76e6d89e83d_124)] [added: [44](#ide4ff1c179084a72b3c2158082a2ae02_100)] | | |

| *Item 9B.* | | | Other Information | | | [removed: [56](#i8afb058a51bd4e449582d76e6d89e83d_127)] [added: [45](#ide4ff1c179084a72b3c2158082a2ae02_103)] | | |

| *Item 10.* | | | Directors, Executive Officers and Corporate Governance | | | [removed: [56](#i8afb058a51bd4e449582d76e6d89e83d_133)] [added: [45](#ide4ff1c179084a72b3c2158082a2ae02_109)] | | |

| *Item 11.* | | | Executive Compensation | | | [removed: [56](#i8afb058a51bd4e449582d76e6d89e83d_136)] [added: [45](#ide4ff1c179084a72b3c2158082a2ae02_112)] | | |

| *Item 12.* | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [57](#i8afb058a51bd4e449582d76e6d89e83d_139)] [added: [45](#ide4ff1c179084a72b3c2158082a2ae02_115)] | | |

| *Item 13.* | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [57](#i8afb058a51bd4e449582d76e6d89e83d_142)] [added: [46](#ide4ff1c179084a72b3c2158082a2ae02_118)] | | |

| *Item 14.* | | | Principal Accountant Fees and Services | | | [removed: [57](#i8afb058a51bd4e449582d76e6d89e83d_145)] [added: [46](#ide4ff1c179084a72b3c2158082a2ae02_121)] | | |

| *Item 15.* | | | Exhibits and Financial Statement Schedules | | | [removed: [57](#i8afb058a51bd4e449582d76e6d89e83d_151)] [added: [46](#ide4ff1c179084a72b3c2158082a2ae02_127)] | | |

| *Item 16.* | | | Form 10-K Summary | | | [removed: [65](#i8afb058a51bd4e449582d76e6d89e83d_157)] [added: [52](#ide4ff1c179084a72b3c2158082a2ae02_133)] | | |

| [added: Commission or] SEC | | | | | | Securities and Exchange Commission | | |

| | | | Overview | | | [5](#ide4ff1c179084a72b3c2158082a2ae02_19) | | |

| | | | Markets | | | [8](#ide4ff1c179084a72b3c2158082a2ae02_25) | | |

| | | | Resources | | | [10](#ide4ff1c179084a72b3c2158082a2ae02_28) | | |

| | | | Seasonality | | | [12](#ide4ff1c179084a72b3c2158082a2ae02_31) | | |

| | | | Environmental, Social and Governance Initiatives | | | [13](#ide4ff1c179084a72b3c2158082a2ae02_2176) | | |

| *Item 6.* | | | \[Reserved\] | | | [31](#ide4ff1c179084a72b3c2158082a2ae02_67) | | |

| *Item 9C.* | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [45](#ide4ff1c179084a72b3c2158082a2ae02_2184) | | |

| Signatures | | | | | | [53](#ide4ff1c179084a72b3c2158082a2ae02_136) | | |

| 0% Notes | | | | | | 0% Convertible Senior Notes due 2027 | | |

| BEPS | | | | | | Base Erosion and Profit Shifting | | |

| CCD | | | | | | Charge-coupled device | | |

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| Preferred Stock, Series B Junior Participating, Purchase Rights | | | N/A | | | The Nasdaq Stock Market LLC | | |

| | | | Business Overview | | | [5](#i8afb058a51bd4e449582d76e6d89e83d_19) | | |

| | | | Markets | | | [9](#i8afb058a51bd4e449582d76e6d89e83d_28) | | |

| | | | Resources | | | [12](#i8afb058a51bd4e449582d76e6d89e83d_31) | | |

| | | | Seasonality | | | [14](#i8afb058a51bd4e449582d76e6d89e83d_43) | | |

| *Item 6.* | | | Selected Financial Data | | | [38](#i8afb058a51bd4e449582d76e6d89e83d_88) | | |

| Signatures | | | | | | [66](#i8afb058a51bd4e449582d76e6d89e83d_160) | | |

| AC | | | | | | Alternating current | | |

| AFCI | | | | | | Arc fault circuit interrupter | | |

| AI | | | | | | Artificial intelligence | | |

| AP/Gateway | | | | | | Access point/gateway | | |

| Aptina | | | | | | Aptina, Inc. | | |

| BCD | | | | | | Bipolar-CMOS-DMOS | | |

| CSP | | | | | | Chip scale package | | |

| DFN | | | | | | Dual-flat no-leads | | |

| DMOS | | | | | | Double diffused metal oxide semiconductor | | |

| DSP | | | | | | Digital signal processing | | |

| EEPROM | | | | | | Electrically erasable programmable read-only memory | | |

| GaN | | | | | | Gallium nitride | | |

| GFCI | | | | | | Ground fault circuit interrupter | | |

| HV | | | | | | High voltage | | |

| IoT | | | | | | Internet-of-things | | |

| LDOs | | | | | | Low drop out regulator controllers | | |

| LED | | | | | | Light-emitting diode | | |

| LiDAR | | | | | | Light detection and ranging | | |

| MCU | | | | | | Microcontroller unit | | |

| ODM | | | | | | Original device manufacturers | | |

| SensL | | | | | | SensL Technologies Ltd. | | |

| SoC | | | | | | System on chip | | |

| UPS | | | | | | Uninterruptible power supplies | | |

| VCORE | | | | | | Voltage core | | |

| X4DFN 01005 | | | | | | Dual-flat no-leads 0.445 x 0.24 x 0.18 mm package | | |

As of February [removed: 10, 2021,] [added: 9, 2022,] there were approximately [removed: 209] [added: 188] holders of record of our common stock and [removed: 411,881,071] [added: 432,497,822] shares of common stock outstanding.

Our outstanding debt facilities may limit the amount of dividends we are permitted to pay and the amount we are permitted to buy back shares under the [removed: 2018] Share Repurchase Program (as defined below).

So long as no default has occurred and is continuing or results therefrom, our Amended Credit Agreement permits us to pay cash dividends to our common stockholders, buy back shares under the [removed: 2018] Share Repurchase Program, or a combination thereof, in an amount up to $100.0 million.

Additionally, we may pay dividends and buy back shares under the [removed: 2018] Share Repurchase Program in an unlimited amount so long as, after giving effect thereto, the consolidated total net leverage ratio (calculated in accordance with our Amended Credit Agreement) does not exceed 2.50 to 1.00.

The following table provides information regarding repurchases of our common stock during the quarter ended December 31, [removed: 2020:][added: 2021:]

| Period (1) | | | | | | Total Number of Shares [removed: Purchased (2)] [added: Purchased (2)] | | | | | | Average Price Paid per [removed: Share] [added: Share ($)] (3) | | | | | | Total Number of Shares Purchased as part of Publicly Announced Plans or Programs | | | | | | Approximate [removed: dollar] [added: Dollar] value of Shares that [removed: may yet] [added: May Yet] be Purchased [removed: under] [added: Under] the Plans or Programs ($ in [removed: millions)(4)] [added: millions) ($) (4)] | | |

| October [removed: 31, 2020] [added: 30, 2021] - November [removed: 27, 2020] [added: 26, 2021] | | | | | | [removed: 5,808] [added: —] | | | | | | [removed: 26.57] [added: —] | | | | | | — | | | | | | 1,295.8 | | |

(1)The periods represent our fiscal month start and end dates for the fourth quarter of [removed: 2020.][added: 2021.]

(2)The number of shares purchased represents shares of common stock held by employees who tendered owned shares of common stock to the Company to satisfy the employee withholding taxes due upon the vesting of [removed: RSUs and shares purchased under the previously disclosed share repurchase program pursuant to the Capital Allocation Policy (the "2018 Share Repurchase Program").][added: RSUs.]

Also included in the November [removed: 28, 2020 –] [added: 27, 2021 -] December [removed: 30, 2020] [added: 31, 2021] period is an aggregate of [removed: 11,823,348] [added: 1,580,990] shares that were [removed: repurchased] [added: received] on December [removed: 1, 2020] [added: 14, 2021] pursuant to bond hedges for which no cash was exchanged.

See Note 9: ''Long-Term Debt'' in the notes to the [removed: audited] consolidated financial statements included elsewhere in this Form 10-K for additional information on this transaction.

(3)The price per share is based on the fair market value at the time of [removed: tender] [added: tender, repurchase] or [removed: repurchase, as applicable.][added: exercise of outstanding put options, respectively.]

[removed: We repurchased approximately 3.6] [added: There were $65.3] million [removed: shares] [added: in repurchases] of [removed: common] [added: the Company's] stock [removed: for $65.3 million] under the [removed: 2018] Share Repurchase Program during the year ended December 31, 2020.

Under the [removed: 2018] Share Repurchase Program, we may repurchase our common stock from time to time in privately negotiated transactions or open market transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and Rule 10b-18 of the Exchange Act, or by any combination of such methods or other methods.

The [removed: 2018] Share Repurchase Program does not require us to purchase any particular amount of common stock and is subject to a variety of factors including the Board’s discretion.

As of December 31, [removed: 2020,] [added: 2021,] the authorized amount remaining under the [removed: 2018] Share Repurchase Program was $1,295.8 million.

See Note 10: ''Earnings Per Share and Equity'' of the notes to our audited consolidated financial statements included elsewhere in this Form 10-K for further information on shares of common stock tendered to the Company by employees to satisfy applicable employee withholding taxes due upon vesting of RSUs and the [removed: 2018] Share Repurchase Program.

Company Stock Performance

The following graph shows a comparison of the five-year cumulative total stockholder return for onsemi, the PHLX Semiconductor Sector Index and the NASDAQ Composite Index.

The comparison assumes $100 was invested on December 31, 2016 in shares of our common stock and in each of the indices shown and assumes that all of the dividends were reinvested.

Note that past stock price performance is not necessarily indicative of future stock price performance.


| October 2, 2021 - October 29, 2021 | | | | | | 5,974 | | | | | | $ | 45.56 | | | | | — | | | | | | $ | 1,295.8 | |

| November 27, 2021 - December 31, 2021 | | | | | | 1,650,815 | | | | | | 64.61 | | | | | | — | | | | | | 1,295.8 | | |

| Total | | | | | | 1,656,789 | | | | | | 64.54 | | | | | | — | | | | | | | | |

_______________________

(4)Represents the authorized amount remaining under the Share Repurchase Program.

There were no repurchases of common stock under the Share Repurchase Program during the year ended December 31, 2021.

| October 3, 2020 - October 30, 2020 | | | | | | 1,919 | | | | | | $ | 23.35 | | | | | — | | | | | | $ | 1,295.8 | |

| November 28, 2020 - December 31, 2020 | | | | | | 11,913,263 | | | | | | 27.17 | | | | | | — | | | | | | 1,295.8 | | |

| Total | | | | | | 11,920,990 | | | | | | 27.17 | | | | | | — | | | | | | | | |

(4)On November 15, 2018, we announced the 2018 Share Repurchase Program for up to $1.5 billion of our common stock, exclusive of any fees, commissions or other expenses, subject to certain contingencies, that became effective on December 1, 2018 and expires on December 31, 2022.

The following table sets forth certain of our selected financial data for the periods indicated.

The consolidated statements of operations and balance sheet data set forth below are derived from our audited consolidated financial statements.

The table below includes consolidated results, including our recent acquisitions, thus comparability will be materially affected.

See Note 4: ''Recent Accounting Pronouncements'', Note 5: ''Acquisitions, Divestitures and Licensing Transactions'' and Note 13: ''Commitments and Contingencies'' in the notes to our audited consolidated financial statements included elsewhere in this Form 10-K for further information.

You should read this information in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited consolidated financial statements, including the notes thereto, included elsewhere in this Form 10-K.

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| | | | Year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| | | | (in millions, except per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Consolidated Statements of Operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenue | | | $ | 5,255.0 | | | | | $ | 5,517.9 | | | | | $ | 5,878.3 | | | | | $ | 5,543.1 | | | | | $ | 3,906.9 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Income tax (provision) benefit | | | 59.8 | | | | | | (62.7) | | | | | | (125.1) | | | | | | 265.5 | | | | | | 3.9 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | 236.4 | | | | | | 213.9 | | | | | | 629.9 | | | | | | 813.0 | | | | | | 184.5 | | |

| Diluted net income per common share attributable to ON Semiconductor Corporation | | | 0.56 | | | | | | 0.51 | | | | | | 1.44 | | | | | | 1.89 | | | | | | 0.43 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | As of December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| | | | (in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Consolidated Balance Sheets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets | | | $ | 8,668.0 | | | | | $ | 8,425.5 | | | | | $ | 7,587.6 | | | | | $ | 7,195.1 | | | | | $ | 6,924.4 | |

| Net long-term debt, including current maturities | | | 3,491.3 | | | | | | 3,612.5 | | | | | | 2,766.1 | | | | | | 2,951.8 | | | | | | 3,622.3 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total stockholders' equity | | | 3,558.1 | | | | | | 3,324.1 | | | | | | 3,194.1 | | | | | | 2,801.0 | | | | | | 1,845.0 | | |

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in [added: Rules 13a-15(e) and 15d-15(e) of the Exchange Act).]

We also carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the fiscal quarter ended December 31, [removed: 2020.][added: 2021.]

There have been no changes to our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the fiscal quarter ended December 31, [removed: 2020] [added: 2021] which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[removed: Also, projections of any evaluation of effectiveness to future periods are subject to the] risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in "Exhibits and Financial Statement Schedules" of this Form 10-K.

Also, projections of any evaluation of effectiveness to future periods are subject to the

Management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2021 excluded GT Advanced Technologies Inc. ("GTAT"), which was acquired by the Company on October 28, 2021.

GTAT is a wholly-owned subsidiary of the Company and represented 0.7% and 0.1% of total assets and total revenue, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.

Rules 13a-15(e) and 15d-15(e) of the Exchange Act).

PART III

Not applicable

PART III

Information concerning directors and persons nominated to become directors and executive officers is incorporated by reference from the text under the captions "Management Proposals—Proposal No. 1: Election of Directors," "The Board of Directors and Corporate Governance," "Section 16(a) Reporting Compliance" and "Miscellaneous Information—Stockholder Nominations and Proposals" in our Proxy Statement to be filed pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, [removed: 2020] [added: 2021] in connection with our [removed: 2021] [added: 2022] Annual Meeting of Stockholders ("Proxy Statement").

Information concerning executive compensation is incorporated by reference from the text under the captions "The Board of Directors and Corporate [removed: Governance—2020] [added: Governance—2021] Compensation of Directors," "Compensation of Executive Officers," "Compensation Committee Report," "Compensation Discussion and Analysis," [removed: "ON Semiconductor 2020] [added: "onsemi 2021] Pay Ratio [added: Disclosure" and "Human Capital and Compensation Committee Interlocks and Insider Participation" in our Proxy Statement.]

Disclosure" and "Compensation Committee Interlocks and Insider Participation" in our Proxy Statement.

Information concerning certain relationships and related transactions involving us and certain others is incorporated by reference from the text under the captions "Management Proposals—Proposal No. 1: Election of Directors," "The Board of Directors and Corporate Governance," and [removed: "Relationships and Related] [added: "Related Party] Transactions" in our Proxy Statement.

| Report of Independent Registered Public Accounting Firm [added: (PCAOB ID 238)] | | | [removed: [68](#i8afb058a51bd4e449582d76e6d89e83d_163)] [added: [54](#ide4ff1c179084a72b3c2158082a2ae02_139)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and December 31, [removed: 2019] [added: 2020] | | | [removed: [70](#i8afb058a51bd4e449582d76e6d89e83d_169)] [added: [57](#ide4ff1c179084a72b3c2158082a2ae02_145)] | | |

| Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [72](#i8afb058a51bd4e449582d76e6d89e83d_172)] [added: [58](#ide4ff1c179084a72b3c2158082a2ae02_148)] | | |

| Consolidated Statements of Stockholders' Equity for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [73](#i8afb058a51bd4e449582d76e6d89e83d_175)] [added: [59](#ide4ff1c179084a72b3c2158082a2ae02_151)] | | |

| Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [74](#i8afb058a51bd4e449582d76e6d89e83d_178)] [added: [60](#ide4ff1c179084a72b3c2158082a2ae02_154)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [75](#i8afb058a51bd4e449582d76e6d89e83d_181)] [added: [61](#ide4ff1c179084a72b3c2158082a2ae02_157)] | | |

| Schedule II - Valuation and Qualifying Accounts for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [117](#i8afb058a51bd4e449582d76e6d89e83d_247)] [added: [102](#ide4ff1c179084a72b3c2158082a2ae02_226)] | | |

| [removed: 2.1] [added: 10.15(a)] | | | | | | [removed: [Asset Purchase Agreement,] [added: [Environmental Side Letter,] dated [removed: as of] March 11, 1997, between [removed: Fairchild] [added: National] Semiconductor Corporation and [removed: National] [added: Fairchild] Semiconductor Corporation (incorporated by reference to Exhibit [removed: 2.02] [added: 10.19] to Fairchild Semiconductor Corporation’s Registration Statement filed with the Commission on May 12, 1997 (File No. [removed: 333-26897))†](http://www.sec.gov/Archives/edgar/data/1036960/0000912057-97-016828.txt)] [added: 333-26897))](http://www.sec.gov/Archives/edgar/data/1036960/0000912057-97-016828.txt)] | | | | | |

| [removed: 2.2] [added: 10.16(b)] | | | | | | [removed: [Reorganization] [added: [Amendment No. 1 to Asset Purchase] Agreement, dated [removed: as of May 11, 1999, among Motorola, Inc., SCG Holding Corporation] [added: October 1, 2020, by] and [added: among] Semiconductor Components Industries, [removed: LLC] [added: LLC, GLOBALFOUNDRIES U.S. Inc., and GLOBALFOUNDRIES Inc.] (incorporated by reference to Exhibit [removed: 2.1] [added: 10.1] to the Company’s [removed: Registration Statement] [added: Current Report on Form 8-K] filed with the Commission on [removed: November 5, 1999 (File No. 333-90359))†](http://www.sec.gov/Archives/edgar/data/1097864/000091205799003561/0000912057-99-003561.txt)] [added: October 7, 2020)](http://www.sec.gov/Archives/edgar/data/1097864/000119312520265627/d12798dex101.htm)] | | | | | |

| [removed: 2.3(b)] [added: 2.1] | | | | | | [removed: [Amendment No. 1 to Agreement] [added: [Agreement] and Plan of [removed: Recapitalization and] Merger, dated [removed: as of July 28, 1999,] [added: November 18, 2015, by and] among [removed: SCG Holding Corporation,] [added: Fairchild] Semiconductor [removed: Components Industries, LLC, Motorola,] [added: International,] Inc., [removed: TPG] [added: ON] Semiconductor [removed: Holdings LLC,] [added: Corporation] and [removed: TPG Semiconductor Acquisition Corp.] [added: Falcon Operations Sub, Inc.] (incorporated by reference to Exhibit [removed: 2.3] [added: 2.1] to the Company’s [removed: Registration Statement] [added: Current Report on Form 8-K] filed with the Commission on November [removed: 5, 1999 (File No. 333-90359))†](http://www.sec.gov/Archives/edgar/data/1097864/000091205799003561/0000912057-99-003561.txt)] [added: 18, 2015)†](http://www.sec.gov/Archives/edgar/data/1097864/000119312515380168/d46684dex21.htm)] | | | | | |

| [removed: 2.4(a)] [added: 10.11] | | | | | | [removed: [Purchase] [added: [Employment] Agreement by and [removed: among ON Semiconductor Corporation,] [added: between] Semiconductor Components Industries, LLC and [removed: SANYO Electric Co., Ltd.] [added: Vincent C. Hopkin,] dated [removed: July 15, 2010] [added: as of May 11, 2018] (incorporated by reference to Exhibit [removed: 2.1] [added: 10.2] to the Company’s Quarterly Report on Form 10-Q filed with the Commission on [removed: November 4, 2010)†](http://www.sec.gov/Archives/edgar/data/1097864/000119312510248237/dex21.htm)] [added: July 30, 2018)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312518230892/d550734dex102.htm)] | | | | | |

| [removed: 2.4(b)] [added: 10.12] | | | | | | [removed: [Amendment No. 1 to Purchase] [added: [Employment] Agreement by and [removed: among ON Semiconductor Corporation,] [added: between] Semiconductor Components Industries, LLC and [removed: SANYO Electric Co., Ltd.] [added: Simon Keeton,] dated [removed: November 30, 2010] [added: January 1, 2019] (incorporated by reference to Exhibit [removed: 2.2] [added: 10.20] to the [removed: Company’s Current] [added: Company's Annual] Report on Form [removed: 8-K] [added: 10-K] filed with the Commission on [removed: January 6, 2011)†](http://www.sec.gov/Archives/edgar/data/1097864/000119312511002665/dex22.htm)] [added: February 20, 2019)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312519045025/d664850dex1020.htm)] | | | | | |

| [removed: 2.5] [added: 2.3] | | | | | | [Agreement and Plan of [removed: Merger] [added: Merger, dated August 25, 2021,] by and among ON Semiconductor [removed: Benelux B.V., Alpine Acquisition] [added: Corporation, Semiconductor Components Industries, LLC, Terra Merger] Sub, [removed: Aptina,] [added: Inc., GT Advanced Technologies] Inc. and [removed: Fortis Advisors] [added: Pirinate Consulting Group 2,] LLC, as [removed: Equityholder Representative, dated as of June 9, 2014] [added: equityholder representative] (incorporated by reference to Exhibit 2.1 to the Company’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] filed with the Commission on August [removed: 1, 2014)†](http://www.sec.gov/Archives/edgar/data/1097864/000119312514290065/d760205dex21.htm)] [added: 25, 2021)†](http://www.sec.gov/Archives/edgar/data/0001097864/000119312521256288/d196596dex21.htm)] | | | | | |

| [removed: 2.6] [added: 2.2] | | | | | | [Agreement and Plan of Merger, dated [removed: November 18, 2015,] [added: March 27, 2019,] by and among [removed: Fairchild Semiconductor International,] [added: Quantenna Communications,] Inc., ON Semiconductor Corporation and [removed: Falcon] [added: Raptor] Operations Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on [removed: November 18, 2015)†](http://www.sec.gov/Archives/edgar/data/1097864/000119312515380168/d46684dex21.htm)] [added: March 27, 2019)†](http://www.sec.gov/Archives/edgar/data/1097864/000119312519088528/d929418dex21.htm)] | | | | | |

| [removed: 2.7] [added: 10.17] | | | | | | [removed: [Agreement and Plan of Merger,] [added: [Settlement Agreement,] dated [removed: March 27,] [added: October 19,] 2019, by and [removed: among Quantenna Communications, Inc.,] [added: between] ON Semiconductor Corporation and [removed: Raptor Operations Sub,] [added: Power Integrations,] Inc. (incorporated by reference to Exhibit [removed: 2.1] [added: 10.20] to the [removed: Company’s Current] [added: Company's Annual] Report on Form [removed: 8-K] [added: 10-K] filed with the Commission on [removed: March 27, 2019)†](http://www.sec.gov/Archives/edgar/data/1097864/000119312519088528/d929418dex21.htm)] [added: February 19, 2020)](http://www.sec.gov/Archives/edgar/data/1097864/000119312520041751/d864442dex1020.htm)] | | | | | |

| 3.2 | | | | | | [By-Laws of ON Semiconductor Corporation as Amended and Restated on [removed: November 21,] [added: November](http://www.sec.gov/Archives/edgar/data/1097864/000119312513453007/d633825dex31.htm) [](http://www.sec.gov/Archives/edgar/data/1097864/000119312513453007/d633825dex31.htm)[21,] 2013 (incorporated by reference to [removed: Exhibit 3.1] [added: Exhibit](http://www.sec.gov/Archives/edgar/data/1097864/000119312513453007/d633825dex31.htm) [](http://www.sec.gov/Archives/edgar/data/1097864/000119312513453007/d633825dex31.htm)[3.1] to the Company’s Current Report on Form 8-K filed with the Commission on November 25, 2013)](http://www.sec.gov/Archives/edgar/data/1097864/000119312513453007/d633825dex31.htm) | | | | | |

| [removed: 3.3] [added: 3.1(d)] | | | | | | [Certificate of Designations of Series B Junior Participating Preferred Stock of ON Semiconductor Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 8, 2020)](http://www.sec.gov/Archives/edgar/data/1097864/000119312520162912/d938291dex31.htm) | | | | | |

| 4.2(b) | | | | | | [Form of Global 1.625% Convertible Senior Note due 2023 (included in Exhibit [removed: 4.](http://www.sec.gov/Archives/edgar/data/1097864/000119312517107567/d343212dex41.htm)[2](http://www.sec.gov/Archives/edgar/data/1097864/000119312517107567/d343212dex41.htm)[(a))](http://www.sec.gov/Archives/edgar/data/1097864/000119312517107567/d343212dex41.htm)] [added: 4.2(a))](http://www.sec.gov/Archives/edgar/data/1097864/000119312517107567/d343212dex41.htm)] | | | | | |

| 4.2(c) | | | | | | [First Supplemental Indenture to the Indenture regarding the 1.625% Convertible Senior Notes due 2023, dated as of January 7, 2020 among ON Semiconductor Corporation, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee](http://www.sec.gov/Archives/edgar/data/1097864/000119312520041751/d864442dex43c.htm) [added: [(incorporated by reference to Exhibit 4.3(c) to the Company’s Annual Report on Form 10-K filed with the Commission on February 19, 2020)](http://www.sec.gov/Archives/edgar/data/1097864/000119312520041751/d864442dex43c.htm) [](http://www.sec.gov/Archives/edgar/data/1097864/000119312520041751/d864442dex43c.htm)[(incorporated by reference to Exhibit 4.3(c) to the Company’s Annual Report on Form 10-K filed with the Commission on February 19, 2020)](http://www.sec.gov/Archives/edgar/data/1097864/000119312520041751/d864442dex43c.htm)] | | | | | |

| 4.3(a) | | | | | | [Indenture, dated as of August 21, 2020, among ON Semiconductor Corporation, the guarantors party thereto and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 21, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/1097864/000119312520227087/d26820dex41.htm) [Semiconductor] [added: 2020) Semiconductor] Corporation, the guarantors party thereto and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 21, 2020)](http://www.sec.gov/Archives/edgar/data/1097864/000119312520227087/d26820dex41.htm) | | | | | |

| [removed: 4.4] [added: 4.5] | | | | | | [Description of the Registrant’s Securities Registered under Section 12 of the Securities Exchange Act of 1934, as [removed: amended(1)](https://www.sec.gov/Archives/edgar/data/1097864/000162828021002219/exhibit44descriptionofsecu.htm)] [added: amended(1)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022002416/exhibit45descriptionofsecu.htm)] | | | | | |

| [removed: 4.5] [added: 10.14] | | | | | | [removed: [Rights Agreement, dated as] [added: [Form] of [removed: June 8, 2020, between ON Semiconductor Corporation] [added: Indemnification Agreement with Directors] and [removed: Computershare Trust Company, N.A., as Rights Agent] [added: Officers] (incorporated by reference to Exhibit [removed: 4.1] [added: 10.1] to the Company’s Current Report on Form 8-K filed with the Commission on [removed: June 8, 2020)](http://www.sec.gov/Archives/edgar/data/1097864/000119312520162912/d938291dex41.htm)] [added: February 25, 2016)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312516478268/d77585dex101.htm)] | | | | | |

| [removed: 10.6(a)] [added: 10.18(a)] | | | | | | [Form of [added: Confirmation for] Convertible [added: Notes Hedges related to the Company’s 0% Convertible Senior] Note [removed: Hedge and Warrant Transactions] [added: due 2027] (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission [removed: on June 8, 2015)](http://www.sec.gov/Archives/edgar/data/1097864/000119312515216536/d939149dex101.htm)] [added: on](http://www.sec.gov/Archives/edgar/data/0001097864/000119312521166754/d178031dex101.htm) [](http://www.sec.gov/Archives/edgar/data/0001097864/000119312521166754/d178031dex101.htm)[May 19, 2021)](http://www.sec.gov/Archives/edgar/data/0001097864/000119312521166754/d178031dex101.htm)] | | | | | |

| [removed: 10.6(b)] [added: 10.18(b)] | | | | | | [Form of [removed: Warrant] Confirmation [added: for Warrants related to the Company’s 0% Convertible Senior Note due 2027] (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on [removed: June 8, 2015)](http://www.sec.gov/Archives/edgar/data/1097864/000119312515216536/d939149dex102.htm)] [added: May 19, 2021)](http://www.sec.gov/Archives/edgar/data/0001097864/000119312521166754/d178031dex102.htm)] | | | | | |

| [removed: 10.7(a)] [added: 10.8(b)] | | | | | | [removed: [ON] [added: [Amendment to the ON] Semiconductor Corporation 2000 [added: Employee] Stock [removed: Incentive] [added: Purchase] Plan, as amended [removed: and restated] [added: as of] May [removed: 19, 2004] [added: 15, 2013] (incorporated by reference to Exhibit [removed: 10.7 to the] [added: 10.1](http://www.sec.gov/Archives/edgar/data/1097864/000119312513315514/d573646dex101.htm) [to](http://www.sec.gov/Archives/edgar/data/1097864/000119312513315514/d573646dex101.htm) [the] Company’s Quarterly Report on Form 10-Q filed with the Commission on August [removed: 6, 2004)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312504134510/dex107.htm)] [added: 2, 2013)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312513315514/d573646dex101.htm)] | | | | | |

| [removed: 10.7(b)] [added: 10.8(e)] | | | | | | [removed: [Amendment to the ON] [added: [ON] Semiconductor Corporation 2000 [added: Employee] Stock [removed: Incentive Plan, dated] [added: Purchase Plan (as amended by the amendment effective March 17, 2021), approved by stockholders] May [removed: 16, 2007] [added: 20, 2021] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August [removed: 1, 2007)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312507167791/dex102.htm)] [added: 2, 2021)(2)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021015118/exhibit101esppamendedeffec.htm)] | | | | | |

| [removed: 10.7(c)] [added: 10.7(b)] | | | | | | [removed: [Non-qualified] [added: [Restricted] Stock [removed: Option] [added: Units Award] Agreement [removed: for] [added: under] the ON Semiconductor Corporation [removed: 2000] [added: Amended and Restated] Stock Incentive Plan [added: (2019 form agreement for Section 16 Officers)] (incorporated by reference to Exhibit [removed: 10.35(d) to Amendment No. 1] [added: 10.1] to the Company’s [removed: Registration Statement] [added: Current Report on Form 8-K] filed with the Commission on [removed: March 24, 2000 (File No. 333-30670))(2)](http://www.sec.gov/Archives/edgar/data/1097864/000095015300000398/0000950153-00-000398.txt)] [added: February 19, 2019)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312519044289/d708156dex101.htm)] | | | | | |

| [removed: 10.7(d)] [added: 10.7(h)] | | | | | | [removed: [ON] [added: [Restricted Stock Units Award Agreement under the ON] Semiconductor Corporation Amended and Restated Stock Incentive Plan [added: for Thad Trent, dated February 16, 2021] (incorporated by reference to Exhibit [removed: 4.1] [added: 10.2] to the Company’s [removed: Registration Statement] [added: Quarterly Report on Form 10-Q] filed with the Commission on May [removed: 19, 2010 (File No. 333-166958))(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312510124296/dex41.htm)] [added: 3, 2021)(2)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021008547/exhibit102thadtrentrsuawar.htm)] | | | | | |

| [removed: 10.7(e)] [added: 10.7(d)] | | | | | | [removed: [First Amendment to] [added: [Restricted Stock Units Award Agreement under] the ON Semiconductor [removed: Corporation] Amended and Restated Stock Incentive Plan [added: (2021 form agreement for Senior Employee Group)] (incorporated by reference to Exhibit [removed: 10.2 to] [added: 10.](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021008547/exhibit1042021formofonrsua.htm)[4](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021008547/exhibit1042021formofonrsua.htm) [to] the Company’s Quarterly Report on Form 10-Q filed with the Commission on [removed: August] [added: May] 3, [removed: 2012)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312512332540/d382774dex102.htm)] [added: 2021)(2)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021008547/exhibit1042021formofonrsua.htm)] | | | | | |

| [removed: 10.7(f)] [added: 10.7(e)] | | | | | | [removed: [Second Amendment to] [added: [Performance-Based Restricted Stock Units Award Agreement under] the ON Semiconductor [removed: Corporation] Amended and Restated Stock Incentive [removed: Plan, effective May 20, 2015] [added: Plan (2021 form agreement for Tier I Employees)] (incorporated by reference to Exhibit [removed: 10.5] [added: 10.3] to the Company’s Quarterly Report on Form 10-Q filed with the Commission on [removed: August] [added: May] 3, [removed: 2015)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312515274289/d63451dex105.htm)] [added: 2021)(2)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021008547/exhibit103thadtrentpbrsuaw.htm)] | | | | | |

| [removed: 10.7(g)] [added: 10.7(c)] | | | | | | [removed: [Third Amendment to] [added: [2020 Form of Performance-Based Restricted Stock Units Award for Senior Vice Presidents and Above (Upside) under] the ON Semiconductor Corporation Amended and Restated Stock Incentive [removed: Plan, effective May 17, 2017] [added: Plan] (incorporated by reference to Exhibit 10.1 to the Company’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K/A] filed with the Commission on [removed: August 7, 2017)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312517249592/d428805dex101.htm)] [added: March 5, 2020)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312520062011/d833568dex101.htm)] | | | | | |

| [removed: 10.7(h)] [added: 10.7(i)] | | | | | | [removed: [Non-qualified] [added: [Performance-Based Restricted] Stock [removed: Option] [added: Units Award] Agreement [removed: for Senior Vice Presidents and Above for] [added: under] the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan [removed: (form of standard agreement)] [added: for Thad Trent, dated February 16, 2021] (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on [removed: August 5, 2010)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312510179445/dex103.htm)] [added: May 3, 2021)(2)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021008547/exhibit103thadtrentpbrsuaw.htm)] | | | | | |

| [removed: 10.7(i)] [added: 10.7(g)] | | | | | | [removed: [Restricted] [added: [Performance-Based Restricted] Stock Units Award Agreement [removed: for Senior Vice Presidents and Above for] [added: under] the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan [removed: (form of standard agreement) (incorporated] [added: for Hassane S. El-Khoury, dated December 7, 2020](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit107sonpbrsuawardagr.htm) [(incorporated] by reference [removed: to Exhibit 10.4] [added: to](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit107sonpbrsuawardagr.htm) [Exhibit 10.7(s)] to the [removed: Company’s Quarterly] [added: Company's Annual] Report on Form [removed: 10-Q] [added: 10-K] filed with the Commission on [removed: August 5, 2010)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312510179445/dex104.htm)] [added: February 16, 2021)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit107sonpbrsuawardagr.htm)[(2)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit107sonpbrsuawardagr.htm)] | | | | | |

| [removed: 10.7(j)] [added: 10.7(f)] | | | | | | [removed: [Stock Grant] [added: [Restricted Stock Units] Award Agreement [removed: for Directors] under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan [removed: (form of standard Stock Grant Award] for [removed: Non-employee Directors) (incorporated] [added: Hassane S. El-Khoury, dated December 7, 2020](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit107ronrsuawardagree.htm) [](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit107ronrsuawardagree.htm)[(incorporated] by reference to Exhibit [removed: 10.1 to] [added: 10.7](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit107ronrsuawardagree.htm)[(r)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit107ronrsuawardagree.htm) [](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit107ronrsuawardagree.htm)[to] the [removed: Company’s Quarterly] [added: Company's Annual] Report on Form [removed: 10-Q] [added: 10-K] filed with the [removed: Commission] [added: C](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit107ronrsuawardagree.htm)[ommission] on [removed: May 6, 2011)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312511130227/dex101.htm)] [added: February 16, 2021)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit107ronrsuawardagree.htm)[(2)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit107ronrsuawardagree.htm)] | | | | | |

| [removed: 10.7(r)] [added: 10.7(a)] | | | | | | [removed: [Restricted Stock Units Award Agreement under the ON] [added: [ON] Semiconductor Corporation Amended and Restated Stock Incentive Plan [removed: for Hassane S. El-Khoury, dated December 7, 2020(1)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828021002219/exhibit107ronrsuawardagree.htm)] [added: (as amended and restated February 11, 2022)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022002416/exhibit107a-amendedandrest.htm) [](https://www.sec.gov/Archives/edgar/data/1097864/000162828022002416/exhibit107a-amendedandrest.htm)[(1)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022002416/exhibit107a-amendedandrest.htm)] | | | | | |

| [removed: 10.8(b)] [added: 10.16(a)] | | | | | | [removed: [Amendment to the ON Semiconductor Corporation 2000 Employee Stock] [added: [Asset] Purchase [removed: Plan, as amended] [added: Agreement, dated] as of [removed: May 15, 2013] [added: April 22, 2019, between GLOBALFOUNDRIES U.S. Inc. and Semiconductor Components Industries, LLC] (incorporated by reference to Exhibit 10.1 [removed: of] [added: to] the Company’s Quarterly Report on Form 10-Q filed with the Commission on August [removed: 2, 2013)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312513315514/d573646dex101.htm)] [added: 5, 2019)†](http://www.sec.gov/Archives/edgar/data/1097864/000119312519212847/d781739dex101.htm)] | | | | | |

| [removed: 10.9] [added: 10.10] | | | | | | [removed: [Amended and Restated Employment Agreement, effective June 1, 2017,] [added: [Employment Agreement] by and between Semiconductor Components Industries, LLC and [removed: Keith Jackson] [added: Thad Trent, dated February 16, 2021] (incorporated by reference to Exhibit 10.1 to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed with the Commission on [removed: June 2, 2017)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312517193065/d400280dex101.htm)] [added: May 3, 2021)(2)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021008547/exhibit101thadtrentemploym.htm)] | | | | | |

| [removed: 10.10] [added: 10.9] | | | | | | [removed: [Amended and Restated Employment Agreement, effective June 1, 2017,] [added: [Employment Agreement] by and between Semiconductor Components Industries, LLC and [removed: George H. Cave (incorporated] [added: Hassane S. El-Khoury, dated December 7, 2020](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit1016el-khouryemploy.htm) [(incorporated] by reference to Exhibit [removed: 10.12] [added: 10.16] to the [removed: Company’s] [added: C](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit1016el-khouryemploy.htm)[ompany's] Annual Report on Form 10-K filed with the Commission on February [removed: 21, 2018)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312518051397/d508456dex1012.htm)] [added: 16, 2021)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit1016el-khouryemploy.htm)[(2)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit1016el-khouryemploy.htm)] | | | | | |

| [removed: 10.11(a)] [added: 10.13] | | | | | | [removed: [Employment] [added: [Key Officer Severance and Change in Control] Agreement by and between Semiconductor Components Industries, LLC and [removed: Bernard Gutmann,] [added: Ross F. Jatou,] dated as of [removed: September 26, 2012 (incorporated] [added: October 1, 2020](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit1017-jatouseverance.htm) [(incorporated] by reference to Exhibit [removed: 10.1] [added: 10.17] to the [removed: Company’s Current] [added: Company's Annual] Report on Form [removed: 8-K] [added: 10-K] filed with the Commission on [removed: September 27, 2012)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312512405849/d416530dex101.htm)] [added: February 16, 2021)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit1017-jatouseverance.htm)[(2)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit1017-jatouseverance.htm)] | | | | | |

| [removed: 10.19(a)] [added: 10.15(c)] | | | | | | [removed: [Environmental Side Letter,] [added: [Technology Licensing and Transfer Agreement,] dated March 11, 1997, between National Semiconductor Corporation and Fairchild Semiconductor Corporation (incorporated by reference to [removed: Exhibit 10.19] [added: Amendment No. 3] to Fairchild Semiconductor Corporation’s Registration Statement [added: on Form S-4,] filed with the Commission on [removed: May 12,] [added: July 9,] 1997 (File No. [removed: 333-26897))](http://www.sec.gov/Archives/edgar/data/1036960/0000912057-97-016828.txt)] [added: 333-28697))](http://www.sec.gov/Archives/edgar/data/1036960/0000912057-97-016828.txt)] | | | | | |

| 4.4(a) | | | | | | [Indenture, dated as of May 14, 2021, among the Company, the guarantors party thereto and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 19, 2021)](http://www.sec.gov/Archives/edgar/data/0001097864/000119312521166754/d178031dex41.htm) | | | | | |

| 4.4(b) | | | | | | [Form of Global 0% Convertible Senior Note due 2027 (included in Exhibit 4.4(a))](http://www.sec.gov/Archives/edgar/data/0001097864/000119312521166754/d178031dex41.htm) | | | | | |

| 10.5(r) | | | | | | [Ninth Amendment to Credit Agreement, dated as of May 10, 2021, by and among ON Semiconductor Corporation, as borrower, the subsidiary guarantors party thereto, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and certain Lenders party thereto constituting the Required lenders (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 2, 2021)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021015118/exhibit103ninthamendmentto.htm) | | | | | |

| 10.6(a) | | | | | | [Form of Convertible Note Hedges related to the Company's 1.625% Convertible Senior Note due 2023(1)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022002416/exhibit106aformofbondhedge.htm) | | | | | |

| 10.6(b) | | | | | | [Form of Warrant Confirmation for Warrants related to the Company's 1.625% Convertible Senior Note due 2023(1)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022002416/exhibit106bformofwarrantco.htm) | | | | | |

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| 2.3(a) | | | | | | [Agreement and Plan of Recapitalization and Merger, as amended, dated as of May 11, 1999, among SCG Holding Corporation, Semiconductor Components Industries, LLC, Motorola, Inc., TPG Semiconductor Holdings LLC, and TPG Semiconductor Acquisition Corp. (incorporated by reference to Exhibit 2.2 to the Company’s Registration Statement filed with the Commission on November 5, 1999 (File No. 333-90359))†](http://www.sec.gov/Archives/edgar/data/1097864/000091205799003561/0000912057-99-003561.txt) | | | | | |

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| 10.7(k) | | | | | | [Performance-Based Restricted Stock Units Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (2017 form of Performance-Based Award for Senior Vice Presidents and Above) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 7, 2017)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312517249592/d428805dex103.htm) | | | | | |

| 10.7(l) | | | | | | [Performance-Based Restricted Stock Units Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (2018 form of Performance-Based Award for Senior Vice Presidents and Above) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on April 30, 2018)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312518141784/d570004dex101.htm) | | | | | |

| 10.7(m) | | | | | | [Restricted Stock Units Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (2018 form agreement for Senior Vice Presidents and Above) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on April 30, 2018)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312518141784/d570004dex102.htm) | | | | | |

| 10.7(n) | | | | | | [Restricted Stock Units Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (2019 form agreement for Section 16 Officers) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 19, 2019)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312519044289/d708156dex101.htm) | | | | | |

| 10.7(o) | | | | | | [Performance-Based Restricted Stock Units Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (2019 form agreement for Senior Vice Presidents and Above) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on February 19, 2019)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312519044289/d708156dex102.htm) | | | | | |

| 10.7(p) | | | | | | [Performance-Based Restricted Stock Units Upside Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (2019 form agreement for Senior Vice Presidents and Above) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on February 19, 2019)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312519044289/d708156dex103.htm) | | | | | |

| 10.7(q) | | | | | | [2020 Form of Performance-Based Restricted Stock Units Award for Senior Vice Presidents and Above (Upside) under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the Commission on March 5, 2020)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312520062011/d833568dex101.htm) | | | | | |

| 10.7(s) | | | | | | [Performance-Based Restricted Stock Units Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan for Hassane S. El-Khoury, dated December 7, 2020(1)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828021002219/exhibit107sonpbrsuawardagr.htm) | | | | | |

| 10.11(b) | | | | | | [Amendment No. 1 to Employment Agreement by and between Semiconductor Components Industries, LLC and Bernard Gutmann, dated as of June 1, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on June 2, 2017)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312517193065/d400280dex102.htm) | | | | | |

| 10.12(a) | | | | | | [Employment Agreement between Semiconductor Components Industries, LLC and William Schromm dated as of August 25, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 25, 2014)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312514320041/d779882dex101.htm) | | | | | |

| 10.12(b) | | | | | | [Amendment No. 1 to Employment Agreement by and between Semiconductor Components Industries, LLC and William Schromm, dated as of June 1, 2017 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on June 2, 2017)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312517193065/d400280dex104.htm) | | | | | |

| 10.13(a) | | | | | | [Employment Agreement between Semiconductor Components Industries, LLC and Paul Rolls dated as of July 14, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 4, 2015)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312515168384/d914942dex101.htm) | | | | | |

| 10.13(b) | | | | | | [Amendment No. 1 to Employment Agreement by and between Semiconductor Components Industries, LLC and Paul Rolls, effective June 1, 2017 (incorporated by reference to Exhibit 10.21(b) to the Company’s Annual Report on Form 10-K filed with the Commission on February 21, 2018)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312518051397/d508456dex1021b.htm) | | | | | |

| 10.14 | | | | | | [Employment Agreement by and between Semiconductor Components Industries, LLC and Vincent C. Hopkin, dated as of May 11, 2018 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on July 30, 2018)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312518230892/d550734dex102.htm) | | | | | |

| 10.15 | | | | | | [Employment Agreement by and between Semiconductor Components Industries, LLC and Simon Keeton, dated January 1, 2019 (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K filed with the Commission on February 20, 2019)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312519045025/d664850dex1020.htm) | | | | | |

| 10.16 | | | | | | [Employment Agreement by and between Semiconductor Components Industries, LLC and Hassane S. El-Khoury, dated December 7, 2020(1)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828021002219/exhibit1016el-khouryemploy.htm) | | | | | |

| February [removed: 16, 2021] [added: 14, 2022] | | | | | | ON Semiconductor Corporation | | |

| | | | | | | By: /s/ HASSANE [removed: S.] EL-KHOURY | | |

| | | | | | | Name: Hassane [removed: S.] El-Khoury | | |

| /s/ HASSANE [removed: S.] EL-KHOURY Hassane [removed: S.] El-Khoury | | | President, Chief Executive Officer and Director | | | February [removed: 16, 2021] [added: 14, 2022] | | |