ON Semiconductor (ON) 10-K risk factor changes: FY2022 vs FY2021

We assume no obligation to update such information, [added: which speak only as of the date made,] except as may be required by law.

[removed: You] [added: Investing in our securities involves a high degree of risk and uncertainty, and you] should carefully consider the trends, risks and uncertainties described below and other information in this Form 10-K and subsequent reports filed with or furnished to the SEC before making any investment decision with respect to our securities.

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

In the event of any such operational disruption, we may experience difficulty in beginning production of replacement components or products at new facilities or transferring production to other [removed: existing facilities, any of which could result in a loss of future revenues and materially adversely affect our business and results of operations.]

In addition, for certain manufacturing activities and for the supply of raw materials, we utilize third-party [removed: contractors.][added: suppliers.]

Our manufacturing efficiency is contingent upon the operations of these interdependent processes and will continue to be an important factor in our future profitability, and there can be no assurance that we will be able to maintain this manufacturing efficiency, increase manufacturing efficiency to the same extent as our competitors, or be successful in our manufacturing [added: rationalization plans.]

Our business has been, and [removed: is expected to] [added: may] continue to be, adversely impacted by the effects of the COVID-19 pandemic.

In addition to global macroeconomic effects, the COVID-19 pandemic and related adverse public health developments have been causing, and [removed: are expected to] [added: may] continue to cause, disruption to our domestic and international operations and sales activities.

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

Depending on the magnitude of such effects on our manufacturing activities or [removed: the operations] [added: those] of our suppliers, third-party distributors or sub-contractors, our supply chain, manufacturing and product shipments could be delayed, which could materially adversely affect our business, results of operations and financial condition.

In addition, any economic downturn or recession brought on by the COVID-19 pandemic or other [removed: disease outbreaks] [added: public health crises] could adversely affect demand for our products and impact our results of operations and financial condition.

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

For example, following the announcement of our commitment to achieving [removed: carbon neutral] [added: net zero] 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.

[removed: In addition, the] [added: The] failure to successfully and timely realize the anticipated benefits of these transactions or strategies could have a material adverse effect on our profitability, financial condition or results of operations.

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

In addition, the lengthy development cycle for certain of our products 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 [added: customers’ and end-users’ evolving needs on the timelines they require or at all.]

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

[removed: The semiconductor industry is highly competitive, and our] [added: Our] ability to compete successfully [added: in the highly competitive semiconductor industry] depends on elements both within and outside of our control.

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

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

A significant portion of our sales are to customers within the automotive [removed: industry.][added: industry and the industrial sector.]

Sales into [removed: this industry] [added: the automotive and industrial end-markets] represented approximately [removed: 34%] [added: 40.4% and 27.5%] of our [removed: revenue] [added: revenue, respectively,] for the year ended December 31, [removed: 2021.][added: 2022.]

The automotive industry is [removed: cyclical,] [added: cyclical and the industrial sector tends to thrive during a time of economic expansion,] and, as a result, our customers in [removed: the industry] [added: each end-market] are sensitive to changes in general economic conditions, [added: inflationary pressure,] 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: the industry] [added: each end-market] could decline despite continued growth in [removed: its respective end markets.][added: such end-markets.]

Lower sales to customers in [removed: the automotive industry] [added: either end-market] may have a material adverse effect on our business and results of operations.

Additionally, under our long-term supply agreements, we could incur certain obligations if we are not able to fulfill our [removed: commitments][added: commitments.]

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

The imposition of tariffs and trade restrictions as a result of international trade disputes or changes in trade policies [added: or political conditions] may adversely affect our sales and profitability.

For example, additional tariffs and the related geopolitical uncertainty between the United States and 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.

[removed: In addition, tariffs on components that we import from certain nations that have imposed, or] may [removed: in the future impose, tariffs 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 [removed: U.S.] [added: United States] government or any foreign government that we have failed to comply with trade or export 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.

Our success depends on our ability to attract, motivate and retain highly skilled personnel, including technical, marketing, management and staff personnel, both in the [removed: U.S. and internationally.][added: United States.]

[removed: While we devote a great deal of our attention to designing competitive compensation programs aimed at attracting and retaining personnel, specific] [added: Specific] elements of our compensation programs may not be competitive with those of our competitors, and there can be no assurance that we will be able to retain our current personnel or recruit the key personnel we require.

As suppliers become more integrally involved in electrical design, OEMs are increasingly expecting [added: them to warrant their products and are looking to them for contributions when faced with product liability claims or recalls.]

Since a defect or failure in our [removed: product] [added: products] could give rise to failures in the goods that incorporate them (and claims for consequential damages against our customers from their customers), we may face claims for damages that are disproportionate to the revenue and profits we receive from the products involved.

[removed: In addition, while a significant percentage of our cash is generated outside the U.S.,] [added: United States,] many of our liabilities, including our outstanding indebtedness, and certain other cash payments, such as share repurchases, are payable in the [removed: U.S.] [added: United States] in U.S. dollars.

As a result of having a lower amount of cash and cash equivalents in the [removed: U.S.,] [added: United States,] our financial flexibility may be reduced, which could have a material adverse effect on our ability to make interest and principal payments due under our various debt obligations.

Restrictions on repatriation or the inability to use cash held abroad to fund our operations in the [removed: U.S.] [added: United States] may have a material adverse effect on our liquidity and financial condition.

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 [added: certain] processes; or obtain licenses, which may not be available on reasonable terms, to [added: continue] the [added: use, development and/or sale of the allegedly] infringing technologies.

Effective IP protection may be unavailable, limited or not applied for in the [removed: U.S.] [added: United States] and internationally.

Important factors that could cause our actual results to differ materially from those anticipated in the forward-looking statements are described below.

The risk factors described herein are not all of the risks we may face.

Other risks not presently known to us or that we currently believe are immaterial may materially affect our business.

Similarly, the contingent risks associated with transferring our existing operations to an acquirer, as is the case with several transition services being provided in connection with our recent divestitures, could materially impact our financial condition or results of operations and/or could disrupt our existing operations.

Furthermore, our increased investment in manufacturing capacity (including the recent acquisition of EFK and increased investment in capacity for SiC-based products and technology), while concurrently winding down our QCS business and divesting other non-strategic operations, may adversely impact our existing operations, require additional management time and effort to implement successfully, and lead to higher than anticipated capital expenditures.

As we continue to increase production of SiC-based products and ramp manufacturing at EFK and at our facilities in Hudson, New Hampshire, the Czech Republic and South Korea, we may face challenges or risks related to: increased capital spending and long-term capital expenditure commitments, installing and qualifying new manufacturing equipment, meeting planned process yields, maintaining suitable quality control and educating or providing employees with the requisite know-how to operate the processes at our expanded manufacturing facilities.

There are inherent execution risks in expanding production capacity, whether at one of our own factories or at a third party that we utilize, all of which could increase our costs and negatively impact our operating results.

Further, products that are commercially viable may not have an immediate impact on our revenue or contribute to our operating results in a meaningful way until at least a few years after they are introduced into the market.

Our gross margins vary due to a variety of factors.

In addition, although the CHIPS Act provides various incentives and tax credits to United States companies for domestic

semiconductor manufacturing, we may be unsuccessful (including, relative to the efforts of our competitors) in any efforts to obtain such incentives and tax credits.

More specifically, our assembly and test operations facility located in Leshan, China, which is owned by Leshan-Phoenix Semiconductor Company Limited, a joint venture company in which we own 80% of the outstanding equity interests, may be subjected to increased costs or additional trade restrictions stemming from the geopolitical tension between the U.S. and China.

Additional tariffs or trade restrictions between the two countries could materially adversely affect our results of operations.

In addition, tariffs on components that we import from certain nations that have imposed, or may in the future impose, tariffs

and internationally.

Furthermore, we have operations in many parts of the world that are currently experiencing a tight labor market for skilled employees.

Even if our products meet standard specifications, our customers may attempt to use our products in applications for which our products were not designed or in customer products that were not designed or manufactured properly, resulting in product failures and creating customer satisfaction issues, which may harm our reputation.

In addition, while a significant percentage of our cash is generated outside the

Should we be unable to protect our IP, competitors

Many foreign countries and governmental bodies, including the European Union and other relevant jurisdictions where we conduct business, have laws and regulations concerning the collection and use of PII and other data obtained from their residents or by businesses operating within their jurisdictions that are currently more restrictive than those in the United States.

Additionally, within the United States, different states have enacted various regulations governing the treatment of PII.

In August 2022, the U.S. enacted the CHIPS Act and the IR Act.

It will take time for additional clarifying guidance and regulations to be issued, and this guidance will be required for a more complete interpretation of this new legislation.

The impact of this new legislation may differ from our estimates, possibly materially, due to, among other things, changes in interpretations and assumptions the Company has made and future regulatory guidance.

This new legislation could have a material benefit or material adverse impact, and may have a material impact on our financial condition.

We are in the process of analyzing the potential aggregate current and future impacts of this legislation relative to how we do business, our cash flows and our results of operations.

With the increasing focus on corporate social and environmental responsibility in the semiconductor industry, a number of our

We have communicated our strategies, commitments and targets related to our corporate social and environmental policies and programs.

These strategies, commitments and targets reflect our current plans and aspirations, but we may be unable to achieve them.

It is also possible that our investors might not be satisfied with our policies, programs, commitments, performance and related disclosures, or the speed of their adoption, implementation and measurable success, or that we have adopted such policies, programs and commitments at all.

In addition, unfavorable ratings or assessment of our corporate social and environmental policies and programs, including our compliance with certain voluntary disclosure standards and frameworks, may lead to negative investor sentiment toward us, which could have a negative impact on our stock price and our access to and cost of capital.

Furthermore, following the announcement of our commitment to achieving net zero 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.

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.

If interest rates were to increase, our debt service obligations on

The phase-out of the LIBO Rate is underway and will conclude by July 1, 2023 when LIBO Rates and quotations are scheduled to be discontinued.

In response to the phasing out of the LIBO Rate, on March 15, 2022, President Biden signed the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”), pursuant to which certain contracts that rely on the LIBO Rate and do not contain procedures for determining an alternative base rate in the event that the LIBO Rate is discontinued will transition from the LIBO Rate to SOFR, effective July 1, 2023.

The discontinuance of the LIBO Rate and the adoption of SOFR and/or other alternative based rates could create volatility and instability in the financial markets and within banking and financial institutions.

Regardless, we intend to monitor any unforeseen impacts of the discontinuation of the LIBO Rate and the phasing in of SOFR and will attempt to work with our lenders to ensure the transition will have minimal impact on our financial condition.

However, we cannot provide any assurances that the impact of the discontinuation of the LIBO Rate and the phasing in of SOFR will not have a material adverse effect on our debt service obligations or our ability to refinance our debt on favorable terms.

The warrant

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.

While we are not able at this time to estimate the long-term effect of these factors on our business, the adverse impact on our business, results of operations, financial condition and cash flows has been, and could continue to be, material.

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

During such periods, competitors may try to recruit our most valuable technical employees.

them to warrant their products and are looking to them for contributions when faced with product liability claims or recalls.

We are subject to anti-corruption laws in the jurisdictions in which we operate, including the FCPA.

affected.

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.

- our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes may be impaired;

- the timing, amount and execution of our capital allocation policy, including our Share Repurchase Program (as defined below), could be affected by the degree to which we are leveraged;

- a significant portion of our cash flow from operating activities must be dedicated to service our debt, which reduces the funds available to us for our operations and may limit our ability to engage in activities that may be in our long-term best interests;

- some of our debt are and will continue to be at variable rates of interest, which may result in higher interest expense in the event of increases in market interest rates;

- our debt agreements may contain, and any agreements to refinance our debt could continue to contain, financial and restrictive covenants, and our failure to comply with them may result in an event of default which if not cured or waived, could have a material adverse effect on us;

- our level of indebtedness will increase our vulnerability to, and reduce our flexibility to respond to, general economic downturns and adverse industry and business conditions;

- as our long-term debt ages, we must repay, and may need to renegotiate, such debt or seek additional financing;

- our existing debt requires substantially all of our assets to be collateralized and to the extent any future debt we incur requires collateral to secure such indebtedness, our assets could be at risk and our flexibility related to such assets could be limited;

- our debt service obligations could limit our flexibility in planning for, or reacting to, changes in our business and the semiconductor industry;

- our ability to deduct interest expense that we may incur may be limited or deferred under U.S. and/or local tax rules, including Section 163(j) of the Code and the Treasury Regulations promulgated thereunder; and

- our level of indebtedness may place us at a competitive disadvantage relative to less leveraged competitors.

These restrictions may limit our ability to engage in activities that could otherwise benefit us.

To the extent that we are unable to engage in activities that support the growth, profitability and competitiveness of our business, our results of operations may be materially adversely affected.

While certain of these agreements, such as the Amended Credit Agreement, provide procedures for determining an alternative base rate in the event that LIBO Rate is discontinued, not all do so.

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.

The Company intends to monitor the developments with respect to the phasing out of LIBO Rate and work with its lenders to ensure the transition away from LIBO Rate will have minimal impact on its financial condition, but can provide no assurances that the impact of the discontinuation of LIBO Rate would not have a material adverse effect on its results of operations.

Further, if we are unable to make cash payments upon conversion of the 1.625% Notes or the 0% Notes, we would be required to issue significant amounts of our common stock, which would dilute existing stockholders.

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

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.

Further, we are required to settle conversions of the 0% Notes in cash up to the aggregate principal amount of the notes being converted and may elect to pay or deliver, as the case may be, cash or shares of common stock, or a combination, to settle the remaining amount.

Any such cash payments could materially adversely affect our liquidity.

Additionally, when the conditional conversion features are triggered at the end of a reporting period, we are required under applicable accounting rules to reclassify the outstanding principal of such notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

A conditional conversion feature under the 1.625% Notes has been triggered as of December 31, 2021 and in certain prior quarters, and we can provide no assurance as to when or whether these conditional conversion features will lapse or be triggered again in the future.

Any material decrease in our liquidity or reduction in our net working capital could have a material adverse effect on our financial condition and results of operations.

In addition, we may elect to settle the 1.625% Notes solely in common stock to avoid an event of default under our Amended Credit Agreement, and any such issuance of common stock could materially dilute the ownership interests of existing stockholders, including stockholders who previously converted such notes to shares of our common stock.

Our 0% Notes require the principal of $805.0 million to be paid in cash, the excess value, if any, can be paid in a combination of cash or shares.

To the extent we elect to settle the excess in shares, the ownership interests of existing stockholders could be materially diluted.

The convertible note hedges are expected to

Actual results could differ materially because of the factors discussed in "Risk Factors" [removed: included] [added: and] elsewhere in this Form 10-K.*

Our revenue for the year ended December 31, [removed: 2021] [added: 2022] was [removed: $6,739.8] [added: $8,326.2] million, an increase of [removed: 28.3%] [added: 23.5%] from [removed: $5,255.0] [added: $6,739.8] million for the year ended December 31, [removed: 2020.][added: 2021.]

During [removed: 2021,] [added: 2022,] we reported net income attributable to onsemi of [removed: $1,009.6] [added: $1,902.2] million compared to [removed: $234.2] [added: $1,009.6] million in [removed: 2020.][added: 2021.]

Our operating income totaled [removed: $1,287.6] [added: $2,360.0] million during [removed: 2021] [added: 2022] compared to [removed: $348.7] [added: $1,287.6] million during [removed: 2020.][added: 2021.]

The increase in [added: our] operating income and net income [removed: attributable to onsemi] was due to significantly better gross margins [removed: from] [added: primarily driven by] higher [removed: sales volume,] [added: revenue in focused end-markets,] favorable [added: product] mix, increase in average selling [removed: prices, better utilization in factories] [added: prices] and savings from restructuring activities.

Our gross margin increased by approximately [removed: 760] [added: 870] basis points to [removed: 40.3%] [added: 49.0%] in [removed: 2021] [added: 2022] from [removed: 32.7%] [added: 40.3%] in [removed: 2020.][added: 2021.]

We expect to continue to [removed: pursue] [added: evaluate] cost-saving initiatives to be able to align our overall cost structure, capital investments and other expenditures with our expected revenue, spending and capacity levels to help offset increased costs.

A discussion of our results of operations for the year ended December 31, [removed: 2021] [added: 2022] compared to December 31, [removed: 2020] [added: 2021] is included below.

For a discussion and comparison of the results of our operations for the year ended December 31, [removed: 2020] [added: 2021] with the year ended December 31, [removed: 2019,] [added: 2020,] 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: 2020] [added: 2021] filed with the SEC on February [removed: 16, 2021.][added: 14, 2022.]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | | | | | | | Change | | | | | | | | | | | | | | | | | | | | |

| Gross profit | | | [removed: 2,714.3] [added: 4,077.2] | | | | | | [removed: 1,715.8] [added: 2,714.3] | | | | | | | | | | | | | | | | | | [removed: 998.5] [added: 1,362.9] | | | | | | | | | | | | | | | | | | | | |

| Research and development | | | [removed: 655.0] [added: 600.2] | | | | | | [removed: 642.9] [added: 655.0] | | | | | | | | | | | | | | | | | | [removed: 12.1] [added: (54.8)] | | | | | | | | | | | | | | | | | | | | |

| Selling and marketing | | | [removed: 293.6] [added: 287.9] | | | | | | [removed: 278.7] [added: 293.6] | | | | | | | | | | | | | | | | | | [removed: 14.9] [added: (5.7)] | | | | | | | | | | | | | | | | | | | | |

| General and administrative | | | [removed: 304.8] [added: 343.2] | | | | | | [removed: 258.7] [added: 304.8] | | | | | | | | | | | | | | | | | | [removed: 46.1] [added: 38.4] | | | | | | | | | | | | | | | | | | | | |

| Amortization of acquisition-related intangible assets | | | [removed: 99.0] [added: 81.2] | | | | | | [removed: 120.3] [added: 99.0] | | | | | | | | | | | | | | | | | | [removed: (21.3)] [added: (17.8)] | | | | | | | | | | | | | | | | | | | | |

| Restructuring, asset impairments and other charges, net | | | [removed: 71.4] [added: 17.9] | | | | | | [removed: 65.2] [added: 71.4] | | | | | | | | | | | | | | | | | | [removed: 6.2] [added: (53.5)] | | | | | | | | | | | | | | | | | | | | |

| [removed: Intangible] [added: Goodwill and intangible] asset impairment | | | [removed: 2.9] [added: 386.8] | | | | | | [removed: 1.3] [added: 2.9] | | | | | | | | | | | | | | | | | | [removed: 1.6] [added: 383.9] | | | | | | | | | | | | | | | | | | | | |

| Total operating expenses | | | [removed: 1,426.7] [added: 1,717.2] | | | | | | [removed: 1,367.1] [added: 1,426.7] | | | | | | | | | | | | | | | | | | [removed: 59.6] [added: 290.5] | | | | | | | | | | | | | | | | | | | | |

| Operating income | | | [removed: 1,287.6] [added: 2,360.0] | | | | | | [removed: 348.7] [added: 1,287.6] | | | | | | | | | | | | | | | | | | [removed: 938.9] [added: 1,072.4] | | | | | | | | | | | | | | | | | | | | |

| Interest expense | | | [removed: (130.4)] [added: (94.9)] | | | | | | [removed: (168.4)] [added: (130.4)] | | | | | | | | | | | | | | | | | | [removed: 38.0] [added: 35.5] | | | | | | | | | | | | | | | | | | | | |

| Interest income | | | [removed: 1.4] [added: 15.5] | | | | | | [removed: 4.9] [added: 1.4] | | | | | | | | | | | | | | | | | | [removed: (3.5)] [added: 14.1] | | | | | | | | | | | | | | | | | | | | |

| Loss on debt refinancing and prepayment | | | [removed: (29.0)] [added: (7.1)] | | | | | | [removed: —] [added: (29.0)] | | | | | | | | | | | | | | | | | | [removed: (29.0)] [added: 21.9] | | | | | | | | | | | | | | | | | | | | |

| Gain on divestiture of [removed: business] [added: businesses] | | | [removed: 10.2] [added: 67.0] | | | | | | [removed: —] [added: 10.2] | | | | | | | | | | | | | | | | | | [removed: 10.2] [added: 56.8] | | | | | | | | | | | | | | | | | | | | |

| Other income (expense), net | | | [removed: (129.8)] [added: 2.2] | | | | | | [removed: (172.1)] [added: (129.8)] | | | | | | | | | | | | | | | | | | [removed: 42.3] [added: 132.0] | | | | | | | | | | | | | | | | | | | | |

| Income before income taxes | | | [removed: 1,157.8] [added: 2,362.2] | | | | | | [removed: 176.6] [added: 1,157.8] | | | | | | | | | | | | | | | | | | [removed: 981.2] [added: 1,204.4] | | | | | | | | | | | | | | | | | | | | |

| Income tax [removed: (provision)] [added: provision] benefit | | | [removed: (146.6)] [added: (458.4)] | | | | | | [removed: 59.8] [added: (146.6)] | | | | | | | | | | | | | | | | | | [removed: (206.4)] [added: (311.8)] | | | | | | | | | | | | | | | | | | | | |

| Net income | | | [removed: 1,011.2] [added: 1,903.8] | | | | | | [removed: 236.4] [added: 1,011.2] | | | | | | | | | | | | | | | | | | [removed: 774.8] [added: 892.6] | | | | | | | | | | | | | | | | | | | | |

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

| Net income attributable to ON Semiconductor Corporation | | | $ | [removed: 1,009.6] [added: 1,902.2] | | | | | $ | [removed: 234.2] [added: 1,009.6] | | | | | | | | | | | | | | | | | $ | [removed: 775.4] [added: 892.6] | | | | | | | | | | | | | | | | | | | |

Revenue was [removed: $6,739.8] [added: $8,326.2] million and [removed: $5,255.0] [added: $6,739.8] million for [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

The increase from [removed: 2020 to] 2021 [added: to 2022] of [removed: $1,484.8] [added: $1,586.4] million, or [removed: 28.3%,] [added: 23.5%,] was attributable to a [removed: 32.0%, 25.6%] [added: 22.4%, 18.4%] and [removed: 22.0%] [added: 41.7%] 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: 13%] [added: 12%] of the total revenue for the year ended December 31, [removed: 2021.][added: 2022.]

| | | | [removed: 2021] [added: 2022] | | | | | | As a % of Revenue (1) | | | | | | [removed: 2020] [added: 2021] | | | | | | As a % of Revenue (1) | | | | | | | | | | | |

| PSG | | | $ | [removed: 3,439.1] [added: 4,208.2] | | | | | [removed: 51.0] [added: 50.5] | | % | | | | $ | [removed: 2,606.1] [added: 3,439.1] | | | | | [removed: 49.6] [added: 51.0] | | % | | | | | | | | | |

| ASG | | | [removed: 2,399.9] [added: 2,841.3] | | | | | | [removed: 35.6] [added: 34.1] | | % | | | | [removed: 1,910.4] [added: 2,399.9] | | | | | | [removed: 36.4] [added: 35.6] | | % | | | | | | | | | |

| ISG | | | [removed: 900.8] [added: 1,276.7] | | | | | | [removed: 13.4] [added: 15.3] | | % | | | | [removed: 738.5] [added: 900.8] | | | | | | [removed: 14.1] [added: 13.4] | | % | | | | | | | | | |

| Total revenue | | | $ | [removed: 6,739.8] [added: 8,326.2] | | | | | | | | | | | $ | [removed: 5,255.0] [added: 6,739.8] | | | | | | | | | | | | | | | | |

Revenue from PSG increased by [removed: $833.0] [added: $769.1] million, or approximately [removed: 32%,] [added: 22.4%,] during [removed: 2021] [added: 2022] compared to [removed: 2020.][added: 2021.]

[added: The revenue from our] Advanced Power Division and our Integrated Circuits, Protection and Signal Division increased by [removed: $521.7] [added: $672.7] million and [removed: $317.6] [added: $96.4] million, respectively.

Revenue from ASG increased by [removed: $489.5] [added: $441.4] million, or approximately [removed: 25.6%,] [added: 18.4%,] during [removed: 2021] [added: 2022] compared to [removed: 2020.][added: 2021.]

The increase was attributable to our strategy to focus on a product mix that yields higher margins, and an increase in average selling prices driven by strong market demand.

The semiconductor industry has traditionally been highly cyclical, has often experienced significant downturns in connection with, or in anticipation of, declines in general economic conditions, and may experience uncertainty and volatility in the future.

During the year ended December 31, 2022, our product demand remained strong as we achieved record annual revenues.

However, we are aware of and are monitoring the economic environment and related forecasts, which suggest global economic slowdowns could continue and potentially result in certain economies entering a recessionary period, which could include the United States.

Given the current conditions, we are actively managing our manufacturing activity and spending to align with our forecasted demand.

We believe the current volatility in general economic conditions is not expected to have a significant impact on our long-term strategic and growth initiatives.

During 2022, we achieved revenue growth as well as expanded our gross margin and operating margin.

The semiconductor industry conditions have resulted in increased costs throughout our supply chain.

In some cases, we have been able to increase our prices and pass these increased costs along to our customers, which also partially contributed to higher revenue for 2022.

We have taken, and continue to take actions, including but not limited to, exiting product lines, that do not support our gross margin improvements and strategic objectives.

| Revenue | | | $ | 8,326.2 | | | | | $ | 6,739.8 | | | | | | | | | | | | | | | | | $ | 1,586.4 | | | | | | | | | | | | | | | | | | | |

| Cost of revenue | | | 4,249.0 | | | | | | 4,025.5 | | | | | | | | | | | | | | | | | | 223.5 | | | | | | | | | | | | | | | | | | | | |

| Other income, net | | | 21.7 | | | | | | 18.0 | | | | | | | | | | | | | | | | | | 3.7 | | | | | | | | | | | | | | | | | | | | |

These increases primarily were driven by our strategy to focus on SiC, a product mix that yields higher margins and an increase in average selling prices driven by strong market demand.

The increases primarily were due to our strategy to focus on a product mix that yields higher margins, and an increase in average selling prices driven by strong market demand.

The increase in revenue was due to our strategy to focus on a product mix that yields higher margins, and an increase in average selling prices driven by strong market demand.

The significant increases in gross profit and gross margin were primarily driven by higher revenue, particularly in the

automotive and industrial end-markets, and a favorable product mix, which included price increases to resolve price-to-value discrepancies for our products.

The decrease was primarily due to a reduction in payroll and other related expenses associated with the wind down of QCS.

The decrease was primarily due to a reduction in payroll-related expenses due to census declines from hiring delays and attrition.

The decrease was due to the reduction in amortization expense as certain intangible technology-related assets became fully amortized in 2021 and the full write-off of QCS intangibles.

Charges in 2022 represent severance charges, contract termination costs and litigation expenses and primarily relate to the QCS wind down.

*Goodwill and Intangible Asset Impairment*

Goodwill and intangible asset impairment was $386.8 million and $2.9 million for 2022 and 2021, respectively.

During 2022, we recorded a goodwill impairment charge of $330.0 million and an intangible asset impairment charge of $56.8 million, as a result of a shift in our focus on long-term product mix in our strategic markets and the QCS wind down.

Interest expense decreased by $35.5 million, or approximately 27.2%, to $94.9 million during 2022 compared to $130.4 million in 2021.

The decrease was primarily due to the lack of amortization of debt discount on our convertible notes due to the adoption of ASU 2020-06, the effect of the issuance of the 0% Notes, as a majority of the proceeds were utilized to repay higher rate debt.

our refinancing activities.

Gain on divestiture of business was $67.0 million in 2022, compared to $10.2 million in 2021.

The gain during 2022 relates to the divestiture of the wafer manufacturing facilities in Niigata, Japan, Pocatello, Idaho, South Portland, Maine and Oudenaarde, Belgium.

We recorded loss on debt refinancing and prepayment of $7.1 million during 2022.

This was primarily related to the partial prepayment of the Term Loan "B" Facility.

The increase was primarily due to the fluctuations in foreign currencies resulting in increased transaction gains offset by losses on hedges that were realized.

The increase in our effective tax rate was substantially driven by the impact of nondeductible goodwill and foreign operations.

Our principal sources of liquidity are cash on hand, cash generated from operations, funds from external borrowings and debt and equity issuances.

In the near term, we expect to fund our primary cash requirements through cash generated from operations and with cash and cash equivalents on hand.

Future capital expenditures may be impacted by events and transactions that are not currently forecasted.

- The debt and equity capital markets could impact our ability to obtain needed financing on acceptable terms or to

As part of our business strategy, we review acquisition and divestiture opportunities on a regular basis.

Excluded from the discussion below is the EFK facility, which we acquired on December 31, 2022 for $406.3 million in cash, of which approximately $236.3 million was paid in January 2023.

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.

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.

We have taken, and continue to take, significant cost containment efforts, including, but

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.

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 mandates due to the COVID-19 pandemic.

There can be no assurances that we will adequately forecast the magnitude or duration of 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.

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

| Cost of revenue (exclusive of amortization shown below) | | | 4,025.5 | | | | | | 3,539.2 | | | | | | | | | | | | | | | | | | 486.3 | | | | | | | | | | | | | | | | | | | | |

| 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.

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.

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.

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.

(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.

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 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.

Amounts incurred during 2020 related to the voluntary and involuntary severance plans and certain general workforce reductions.

Included in 2020 was also asset impairment charges of $17.5 million.

Interest expense decreased by $38.0 million, or approximately 22.6%, to $130.4 million during 2021 compared to $168.4 million in 2020, primarily due to the decrease in our long-term debt and a decrease in interest rates on our variable rate debt.

Gain on divestiture of business was $10.2 million in 2021, compared to zero in 2020, due to the divestiture of a business entity engaged in research and development.

We recorded loss on debt refinancing and prepayment of $29.0 million during 2021 related to the partial repurchase or exchange of certain of the outstanding 1.625% Notes.

No such expenses were incurred during 2020.

During 2021, we recognized actuarial gains on our pension obligations of $21.4 million which was partially offset by miscellaneous adjustments of $4.6 million, compared to an actuarial loss of $4.0 million during 2020.

The income tax provision for the year ended December 31, 2021 consisted primarily of $179.4 million for income and withholding taxes of certain of our foreign and domestic operations, $3.6 million related to a discrete foreign tax rate change, $2.9 million related to return to provision adjustments and $3.4 million related to additional valuation allowance, partially offset by discrete benefits of $24.3 million relating to the release of uncertain tax positions in foreign jurisdictions for favorable audit results and lapse of statue, $6.9 million relating to net equity award windfalls and $11.5 million primarily relating to an increase in deferred tax assets expected to be realized in the foreseeable future due to the liquidation of a foreign subsidiary.

The income tax benefit for the year ended December 31, 2020 consisted of discrete benefits of $63.0 million primarily due to the recognition of certain deferred tax assets, net of deferred tax liabilities, related to the domestication of certain foreign subsidiaries and a benefit of $49.4 million related to the release of valuation allowance against certain state deferred tax assets.

These benefits were partially offset by a provision of $43.9 million for income and withholding taxes of certain of our foreign and domestic operations, a $2.3 million discrete provision relating to prior year uncertain tax positions, a discrete provision of $5.5 million relating to additional foreign valuation allowance, and $0.9 million of other discrete items.

This section includes a discussion and analysis of our cash requirements, contingencies, sources and uses of cash, operations, working capital and long-term assets and liabilities.

Contingencies

We are a party to a variety of agreements entered into in the ordinary course of business pursuant to which we may be obligated to indemnify other parties for certain liabilities that arise out of or relate to the subject matter of the agreements.

As of December 31, [removed: 2021,] [added: 2022,] our gross long-term debt (including current maturities) totaled [removed: $3,258.3] [added: $3,228.3] million.

We have no interest rate exposure to rate changes on our fixed rate debt, which totaled [removed: $3,160.1] [added: $2,392.3] million.

We do have interest rate exposure with respect to the [removed: $98.2] [added: $836.0] million balance of our variable interest rate debt outstanding as of December 31, [removed: 2021.][added: 2022.]

A 50 basis point increase in interest rates would impact our expected annual interest expense for the next 12 months by approximately [removed: $4.2 million.][added: $5.4 million, inclusive of the impact of our interest rate swaps which hedge the risk of variability in the interest payment cash flows on a portion of our variable interest rate debt.]

[removed: However,] [added: Additionally,] some of this impact would be offset by additional interest earned on our cash and cash equivalents should rates on deposits and investments also increase.

To ensure the adequacy and effectiveness of our foreign exchange hedge positions, we continually monitor our foreign exchange forward [removed: positions, both on a stand-alone basis and in conjunction with their underlying foreign currency exposures, from an accounting and economic perspective.][added: positions.]

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 [added: process.]

The notional amount of foreign exchange contracts at December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] was [removed: $288.3] [added: $272.0] million and [removed: $263.4] [added: $288.3] million, respectively.

For example, we determined that based on a hypothetical weighted-average change of 10% in currency exchange rates, our [removed: results] [added: operating income] would have impacted our income before taxes by approximately [removed: $143.7] [added: $112.8] million for the year ended December 31, [removed: 2021,] [added: 2022,] assuming no offsetting hedge position or correlated activities.

Our interest rate swaps hedge the majority of the risk of variability in cash flows resulting from future interest payments on our variable interest rate debt.

While we have 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.

process.

Our policies prohibit speculation on financial instruments, trading in currencies for which there are no underlying exposures, or entering into trades for any currency to intentionally increase the underlying exposure.

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

Our intelligent sensing [removed: technologies, supports] [added: technologies support] 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.

[removed: onsemi’s] [added: Our] intelligent power [added: solutions for automotive] allows our customers to exceed range targets with lower weight and reduce system cost through efficiency.

[removed: We] [added: Additionally, we] serve a broad base of end-user markets, [removed: including automotive, industrial and others] which include communications, computing and consumer.

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

[removed: As of December 31, 2021, we were] [added: We are] 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").

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

We are [removed: also] focused on achieving efficiencies in our operating [added: and capital] expenditures.

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

We believe these actions, among others, will allow us to transition [removed: to] [added: from sub-scale factories into] a lighter internal fabrication model where our financial performance will be less volatile and not as heavily influenced by our internal manufacturing volumes.

We will continue to [removed: rationalize] [added: evaluate] our manufacturing footprint in [removed: 2022] [added: 2023] to align with our investment priorities and corporate strategy.

On October 28, 2021, we completed our acquisition of GT Advanced Technologies Inc. ("GTAT"), a producer of [removed: SiC.][added: SiC substrates.]

[removed: Pursuant to the terms and subject to the conditions set forth in the Agreement and Plan of Merger, the] [added: 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 [removed: $10] [added: $10.0] million, in exchange for all of the outstanding equity interests of GTAT.

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

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

| [added: | | |] PSG | | | | | | ASG | | | | | | ISG | | | | | |

| [added: | | |] Analog products | | | | | | Analog products | | | | | | Actuator Drivers | | | | | |

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

| [added: | | |] Discrete products | | | | | | [removed: Connectivity] [added: ECL] products | | | | | | Image Signal Processors | | | | | |

| [added: | | |] MOSFET [removed: Products] [added: products] | | | | | | [removed: ECL] [added: Foundry] products [added: / services] | | | | | | LSI products | | | | | |

| [added: | | |] Power Module products | | | | | | [removed: Foundry] [added: Gate Driver] products [removed: / services] | | | | | | Single Photon Detectors | | | | | |

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

| [added: | | |] Memory products | | | | | | [removed: LSI] [added: Standard Logic] products | | | | | | | | | | | |

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

The advancement of existing volt electrical infrastructure, electrification of power train in the form of EV/HEV, higher trench density enabling lower losses in power efficient packages and lower capacitance and integrated signal conditioning products to support faster data transmission rates significantly increase the use of [removed: high power] [added: high-power] semiconductor solutions.

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

During [removed: 2021,] [added: 2022,] we entered into a number of long-term supply [removed: arrangements] [added: agreements] with certain strategic end-customers, which generally include minimum purchase commitments.

Sales to distributors accounted for approximately [removed: 64%] [added: 58%] of our revenue in [removed: 2021, 60%] [added: 2022, 64%] of our revenue in [removed: 2020] [added: 2021] and [removed: 57%] [added: 60%] of our revenue in [removed: 2019.][added: 2020.]

We had one distributor whose revenue accounted for approximately [removed: 13%] [added: 12%] of the total revenue for the year ended December 31, [removed: 2021.][added: 2022.]

Our distributors resell [added: our products] to [removed: mid-sized and smaller] [added: contract manufacturers,] OEMs [removed: and] [added: among] other companies.

Sales to direct customers, [removed: which include manufacturers who provide contract manufacturing services for OEMs,] accounted for approximately [removed: 36%] [added: 42%] of our revenue in [removed: 2021, 40%] [added: 2022, 36%] of our revenue in [removed: 2020] [added: 2021] and [removed: 43%] [added: 40%] of our revenue in [removed: 2019.][added: 2020.]

For additional information regarding agreements with our customers, see "Markets," "Resources" and "Risk Factors - Trends, Risks and Uncertainties Related to Our Business" included elsewhere in this Form 10-K and Note 2: [removed: "Significant] [added: ''Significant] Accounting [removed: Policies - Revenue] [added: Policies'' under the heading "Revenue] Recognition" in the notes to our audited consolidated financial statements included elsewhere in this Form 10-K.

We deploy people and capital with the goal of maximizing the return for our research and development investments by targeting innovative products and solutions for high growth applications that [added: we believe] position us to outperform the industry.

We serve a broad base of end-user markets, with a primary focus towards [removed: automotive, industrial] [added: automotive] and [removed: communication infrastructure.][added: industrial.]

The following table sets forth our principal end-markets, the estimated percentage (based in part on information provided by our distributors) of our revenue generated from each end-market during [removed: 2021,] [added: 2022,] and sample applications for our products.

Some of our competitors have greater financial and other resources [removed: with which] to pursue development, engineering, manufacturing, marketing and distribution of their products and may generally be better situated to withstand adverse economic or market conditions.

Our competitive strengths include our core competencies of [removed: leading edge] [added: leading-edge] fabrication technologies, micro [added: and module] packaging expertise, breadth of product line and IP portfolio, high quality cost effective manufacturing and supply chain [removed: management] [added: management,] which ensures supply to our customers.

[removed: PSG's] [added: PSG’s primary] competitors include: [removed: Broadcom Limited ("Broadcom"), Diodes Incorporated,] Infineon Technologies AG ("Infineon"), [removed: Wolfspeed, Nexperia BV, Rohm Semiconductor USA LLC ("Rohm"), Semtech Corporation,] STMicroelectronics N.V. ("STMicroelectronics"), [added: Wolfspeed Inc.,] Texas Instruments Incorporated [removed: ("TI"), Toshiba Corporation] [added: ("TI")] and [removed: Vishay Intertechnology, Inc.][added: Nexperia BV.]

These variables include, but are not limited to, the timeliness with which we can develop new products and technologies, product performance and quality, manufacturing [added: yields and availability of supply, customer service, pricing, industry trends and general economic trends.]

Competitors for certain of ISG's products and solutions include: Sony Semiconductor Manufacturing Corporation, Samsung Electronics Co., Ltd., [removed: Omnivision, STMicroelectronics, Rohm, Renesas Electronics Corporation,] and [removed: Broadcom.][added: Omnivision Technologies Inc.]

Through sensing integration, we believe our intelligent power solutions achieve superior efficiencies compared to our peers.

This integration allows lower temperature operation and reduced cooling requirements while saving costs and minimizing weight.

In addition, our power solutions deliver power with less die per module, achieving higher range for a given battery capacity.

Additionally, we continue to rationalize our product portfolio by moving away from non-differentiated, non-strategic products, which in most cases had lower gross and operating margins.

To this effect, in September 2022, we approved an exit plan to wind down QCS, which will further enable us to direct our investments to areas of strategic focus.

During 2022, we completed the divestitures of certain manufacturing facilities.

In 2023, our focus will be on ramping up manufacturing at our recently acquired East Fishkill, New York fabrication ("EFK") facility, as well as investing to expand our facilities in the Czech Republic, Hudson, New Hampshire, and South Korea to increase our SiC manufacturing capabilities to meet the growing demand for our SiC-based solutions.

See Note 5: ''Acquisitions and Divestitures'' in the notes to our audited consolidated financial statements included elsewhere in this Form 10-K for additional information related to our acquisition and divestiture activity.

Recent Acquisitions

On December 31, 2022, we completed our acquisition of the EFK facility and certain other assets and liabilities from GLOBALFOUNDRIES U.S. Inc. ("GFUS"), which was previously announced in April 2019, for total consideration of

$406.3 million.

In connection with the acquisition agreement, we paid GFUS $100.0 million and $70.0 million during 2020 and 2019, respectively, with the balance of $236.3 million paid on January 3, 2023.

In addition, in 2019 we paid GFUS a one-time license fee of $30.0 million for certain technology, which has been recognized as an intangible asset subject to amortization.

The transaction has been accounted for as a business combination.

Completed Divestitures of Certain Manufacturing Facilities

During 2022, in line with our business strategy, we divested our wafer manufacturing facilities in Oudenaarde, Belgium, South Portland, Maine, Pocatello, Idaho and Niigata, Japan.

We agreed to wafer supply agreements with the respective buyers of these facilities to ensure that there is no disruption in our ability to meet customer demand for our products.

New Legislation

In August 2022, the Creating Helpful Incentives to Produce Semiconductors and Science Act, H.R. 4346 (the "CHIPS Act") and the Inflation Reduction Act, H.R. 5376 (the "IR Act") were signed into law.

Among other things, the CHIPS Act provides various incentives and tax credits to United States companies for research, development, manufacturing and workforce development in domestic semiconductor manufacturing.

The IR Act introduces a 15% corporate alternative minimum tax ("CAMT") for certain corporations and a 1% excise tax on certain stock repurchases.

The Company is evaluating the provisions of the new laws and the potential impacts to the Company.

See Note 4: ''Recent Accounting Pronouncements and Other Developments''' in the notes to our audited consolidated financial statements included elsewhere in this Form 10-K for additional information.

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| 2022 Revenue (%) | | | 50.5% | | | | | | 34.1% | | | | | | 15.3% | | | | | |

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

| | | | Isolation products | | | | | | LSI products | | | | | | Sensors | | | | | |

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Certain of our agreements, subject to our standard terms and conditions, have provisions allowing for termination at any time for convenience by either party.

| 2022 Revenue (%) | | | 40.4% | | | 27.5% | | | | | | | | | | | | 32.1% | | | | | | | | |

Of particular importance are our intelligent power technologies based on silicon and SiC wide band gap technologies, which we use to design, manufacture, and deliver to our customers as bare die, packaged discrete solutions or power module solutions.

In addition to our power technologies, we believe our integrated circuit, signal and protection technologies have significant performance advantages over our competition.

the world to be instantaneously available throughout all other regions.

We seek to obtain our raw materials and supplies in a timely, planned manner from our suppliers to allow for our manufacturing cycle to align with the timing of our customer demands.

In October 2022, we ceased operations at our design locations in Australia and Russia as part of the exit plan to wind down QCS.

| East Fishkill, New York | | | | | | ASG, ISG and PSG | | | | | | 2,724,137 | | |

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.

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.

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.

Completed and Pending Acquisitions and Divestitures

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.

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 for an aggregate purchase price of $400.0 million in cash, subject to adjustments as described in the APA and the APA Amendment (the "Total Consideration").

We paid GFUS $70.0 million 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.

Impact of the Novel Coronavirus Disease 2019 ("COVID-19") Pandemic on our Business

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.

As many of our products are sold into different end-markets, the total revenue reported under PSG, ASG and ISG is not indicative of actual sales in the end-market associated with that segment, but rather is the sum of the revenue from the product lines assigned to that segment.

From time to time, we reassess the alignment of our product families and devices to our operating segments and may move product families or individual devices from one operating segment to another.

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| Standard Logic products | | | | | | | | | | | | | | | | | |

| WBG products | | | | | | | | | | | | | | | | | |

Pricing terms on product development agreements are negotiated at the beginning of a project.

Almost all of our contracts have default provisions, and certain of our contracts in the public sector are terminable at

any time for convenience of the contracting agency.

| 2021 Revenue (%) | | | 34% | | | 27% | | | | | | | | | | | | 39% | | | | | | | | |

Of particular importance are our power MOSFETs, IGBTs, WBG MOSFETs and diodes, including SiC rectifiers and power module portfolio for power conversion applications, and ESD portfolio for hi-speed serial interface protection products, where we believe we have significant performance advantages over our competition.

yields and availability of supply, customer service, pricing, industry trends and general economic trends.

During 2021, our backlog for shipments requested for a given quarter exceeded actual revenue during such quarter.

We obtain our raw materials and supplies from a large number of sources, generally on a just-in-time basis.

Although we continue to experience some supply constraints due to the current conditions, we could face further shortages in various essential materials as experienced during the COVID-19 pandemic and increased demand in the industry or other factors.

| Pocatello, Idaho | | | | | | ASG, ISG and PSG | | | | | | 582,384 | | |

| Oudenaarde, Belgium (4) | | | | | | ASG, ISG and PSG | | | | | | 422,605 | | |

| Niigata, Japan (5) | | | | | | ASG, ISG and PSG | | | | | | 1,106,779 | | |

For the fiscal year ended December 31, [removed: 2021][added: 2022]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was [removed: $16,502,024,002] [added: $20,262,351,285] as of July [removed: 2, 2021,] [added: 1, 2022,] 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: 9, 2022] [added: 1, 2023] was [removed: 432,497,822.][added: 431,967,907.]

Portions of the registrant's Definitive Proxy Statement relating to its [removed: 2022] [added: 2023] 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: 2021,] [added: 2022,] are incorporated by reference into Part III of this Form 10-K.

| *Item 1.* | | | Business | | | [removed: [5](#ide4ff1c179084a72b3c2158082a2ae02_16)] [added: [5](#i1f16fae4437642b38a7fb1c28a8193e9_16)] | | |

| | | | Revenue Generating Activities | | | [removed: [6](#ide4ff1c179084a72b3c2158082a2ae02_22)] [added: [6](#i1f16fae4437642b38a7fb1c28a8193e9_22)] | | |

| | | | Government Regulation | | | [removed: [12](#ide4ff1c179084a72b3c2158082a2ae02_34)] [added: [12](#i1f16fae4437642b38a7fb1c28a8193e9_34)] | | |

| | | | Environmental, Social and Governance Initiatives | | | [removed: [13](#ide4ff1c179084a72b3c2158082a2ae02_2176)] [added: [13](#i1f16fae4437642b38a7fb1c28a8193e9_37)] | | |

| | | | Human Capital Resources | | | [removed: [13](#ide4ff1c179084a72b3c2158082a2ae02_37)] [added: [13](#i1f16fae4437642b38a7fb1c28a8193e9_40)] | | |

| | | | Executive Officers of the Registrant | | | [removed: [14](#ide4ff1c179084a72b3c2158082a2ae02_40)] [added: [14](#i1f16fae4437642b38a7fb1c28a8193e9_43)] | | |

| | | | Available Information | | | [removed: [15](#ide4ff1c179084a72b3c2158082a2ae02_43)] [added: [16](#i1f16fae4437642b38a7fb1c28a8193e9_46)] | | |

| *Item 1A.* | | | Risk Factors | | | [removed: [16](#ide4ff1c179084a72b3c2158082a2ae02_46)] [added: [16](#i1f16fae4437642b38a7fb1c28a8193e9_49)] | | |

| *Item 1B.* | | | Unresolved Staff Comments | | | [removed: [29](#ide4ff1c179084a72b3c2158082a2ae02_49)] [added: [29](#i1f16fae4437642b38a7fb1c28a8193e9_52)] | | |

| *Item 2.* | | | Properties | | | [removed: [29](#ide4ff1c179084a72b3c2158082a2ae02_52)] [added: [29](#i1f16fae4437642b38a7fb1c28a8193e9_55)] | | |

| *Item 3.* | | | Legal Proceedings | | | [removed: [29](#ide4ff1c179084a72b3c2158082a2ae02_55)] [added: [29](#i1f16fae4437642b38a7fb1c28a8193e9_58)] | | |

| *Item 4.* | | | Mine Safety Disclosure | | | [removed: [29](#ide4ff1c179084a72b3c2158082a2ae02_58)] [added: [29](#i1f16fae4437642b38a7fb1c28a8193e9_61)] | | |

| *Item 5.* | | | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [29](#ide4ff1c179084a72b3c2158082a2ae02_64)] [added: [29](#i1f16fae4437642b38a7fb1c28a8193e9_67)] | | |

| *Item 6.* | | | \[Reserved\] | | | [removed: [31](#ide4ff1c179084a72b3c2158082a2ae02_67)] [added: [31](#i1f16fae4437642b38a7fb1c28a8193e9_70)] | | |

| *Item 7.* | | | Management's Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [31](#ide4ff1c179084a72b3c2158082a2ae02_70)] [added: [31](#i1f16fae4437642b38a7fb1c28a8193e9_73)] | | |

| *Item 7A.* | | | Quantitative and Qualitative Disclosures about Market Risk | | | [removed: [43](#ide4ff1c179084a72b3c2158082a2ae02_91)] [added: [41](#i1f16fae4437642b38a7fb1c28a8193e9_94)] | | |

| *Item 8.* | | | Financial Statements and Supplementary Data | | | [removed: [44](#ide4ff1c179084a72b3c2158082a2ae02_94)] [added: [42](#i1f16fae4437642b38a7fb1c28a8193e9_97)] | | |

| *Item 9.* | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [44](#ide4ff1c179084a72b3c2158082a2ae02_97)] [added: [42](#i1f16fae4437642b38a7fb1c28a8193e9_100)] | | |

| *Item 9A.* | | | Controls and Procedures | | | [removed: [44](#ide4ff1c179084a72b3c2158082a2ae02_100)] [added: [42](#i1f16fae4437642b38a7fb1c28a8193e9_103)] | | |

| *Item 9B.* | | | Other Information | | | [removed: [45](#ide4ff1c179084a72b3c2158082a2ae02_103)] [added: [43](#i1f16fae4437642b38a7fb1c28a8193e9_106)] | | |

| *Item 9C.* | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [45](#ide4ff1c179084a72b3c2158082a2ae02_2184)] [added: [43](#i1f16fae4437642b38a7fb1c28a8193e9_109)] | | |

| *Item 10.* | | | Directors, Executive Officers and Corporate Governance | | | [removed: [45](#ide4ff1c179084a72b3c2158082a2ae02_109)] [added: [43](#i1f16fae4437642b38a7fb1c28a8193e9_115)] | | |

| *Item 11.* | | | Executive Compensation | | | [removed: [45](#ide4ff1c179084a72b3c2158082a2ae02_112)] [added: [43](#i1f16fae4437642b38a7fb1c28a8193e9_118)] | | |

| *Item 12.* | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [45](#ide4ff1c179084a72b3c2158082a2ae02_115)] [added: [44](#i1f16fae4437642b38a7fb1c28a8193e9_121)] | | |

| *Item 13.* | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [46](#ide4ff1c179084a72b3c2158082a2ae02_118)] [added: [44](#i1f16fae4437642b38a7fb1c28a8193e9_124)] | | |

| *Item 14.* | | | Principal Accountant Fees and Services | | | [removed: [46](#ide4ff1c179084a72b3c2158082a2ae02_121)] [added: [44](#i1f16fae4437642b38a7fb1c28a8193e9_127)] | | |

| *Item 15.* | | | Exhibits and Financial Statement Schedules | | | [removed: [46](#ide4ff1c179084a72b3c2158082a2ae02_127)] [added: [44](#i1f16fae4437642b38a7fb1c28a8193e9_133)] | | |

| *Item 16.* | | | Form 10-K Summary | | | [removed: [52](#ide4ff1c179084a72b3c2158082a2ae02_133)] [added: [50](#i1f16fae4437642b38a7fb1c28a8193e9_139)] | | |

| LSI | | | | | | [removed: Large scale] [added: Large-scale] integration | | |

| | | | Overview | | | [5](#i1f16fae4437642b38a7fb1c28a8193e9_19) | | |

| | | | Markets | | | [8](#i1f16fae4437642b38a7fb1c28a8193e9_25) | | |

| | | | Resources | | | [10](#i1f16fae4437642b38a7fb1c28a8193e9_28) | | |

| | | | Seasonality | | | [12](#i1f16fae4437642b38a7fb1c28a8193e9_31) | | |

| Signatures | | | | | | [51](#i1f16fae4437642b38a7fb1c28a8193e9_142) | | |

| AI | | | | | | Artificial Intelligence | | |

| Fairchild | | | | | | Fairchild Semiconductor International Inc., a wholly-owned subsidiary of ON Semiconductor Corporation. In April 2022, this entity was converted into a limited liability company (Fairchild Semiconductor International, LLC). | | |

| QCS | | | | | | Division within ASG, primarily associated with the legacy Quantenna division | | |

| U.S. or United States | | | | | | United States of America | | |

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

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

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

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

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

| AEC | | | | | | Automotive Electronics Council | | |

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

| DC | | | | | | Direct current | | |

| ESD | | | | | | Electrostatic discharge | | |

| Fairchild | | | | | | Fairchild Semiconductor International Inc., a wholly-owned subsidiary of ON Semiconductor Corporation | | |

| FDA | | | | | | U.S. Food and Drug Administration | | |

| Wi-Fi | | | | | | Wireless radio technologies compliant with Institute of Electrical and Electronics Engineers Standard 802.11b and commonly used in wireless local area networking devices | | |

Our corporate headquarters, as well as certain design center and research and development operations, are located in approximately 600,000 square feet of building space on property that we [removed: own] [added: lease] in Phoenix, Arizona.

Additionally, we own and lease research and development facilities located in [removed: Australia,] Belgium, Canada, China, the Czech Republic, France, Germany, India, Ireland, Israel, Italy, Japan, the Philippines, Singapore, South Korea, Romania, [removed: Russia,] the Slovak Republic, Slovenia, Switzerland, Taiwan, the United Kingdom and the United States.

We also lease two research and development facilities, one located in Australia and one located in Russia, and the Company is in the process of terminating these two leases as part of the exit plan to wind down QCS.

As of February [removed: 9, 2022,] [added: 1, 2023,] there were approximately [removed: 188] [added: 182] holders of record of our common stock and [removed: 432,497,822] [added: 431,967,907] shares of common stock outstanding.

The following graph shows a comparison of the five-year cumulative total stockholder return for onsemi, the PHLX Semiconductor Sector Index [added: (SOX), the Standard] and [added: Poor's 500 (S&P 500), and] the NASDAQ Composite Index.

The comparison assumes $100 was invested on December 31, [removed: 2016] [added: 2017] in shares of our common stock and in each of the indices shown [removed: and assumes that all of the dividends were reinvested.]

[removed: ][added: ]

Our outstanding debt facilities may limit the amount of dividends we are permitted to pay and the amount [added: of shares] we are permitted to buy back [removed: shares] under the Share Repurchase Program (as defined [removed: below).][added: below), or any new share repurchase programs adopted by the Company.]

[removed: So] [added: In addition, 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 Share Repurchase Program, or a combination thereof, in an amount up to $100.0 [removed: million.][added: million per year.]

[removed: Additionally, we] [added: We] may pay dividends and buy back shares under the 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: 2021:][added: 2022:]

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

(1)The periods represent our fiscal month start and end dates for the fourth quarter of [removed: 2021.][added: 2022.]

[removed: Also included in the November 27, 2021 - December 31, 2021 period] [added: (2)Included above] is an aggregate of [removed: 1,580,990] [added: 617,232] shares that were received [removed: on December 14, 2021] pursuant to bond hedges for which no cash was [removed: exchanged.]

There were no repurchases of common stock under the Share Repurchase Program during the year ended December 31, [removed: 2021.][added: 2021 and $65.3 million in repurchases of common stock under the Share Repurchase Program during the year ended December 31, 2020.]

[removed: There were $65.3 million in] [added: The] repurchases [removed: of the Company's stock] under the Share Repurchase Program [added: amounted to $259.8 million] during the year ended December 31, [removed: 2020.][added: 2022.]

[removed: Under the] [added: The] Share Repurchase [removed: Program, we may] [added: Program allowed for the] repurchase [added: of] 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 Share Repurchase [removed: Program does] [added: Program, which did] not require us to purchase any particular amount of common stock and [removed: is] [added: was] subject to [removed: a variety] [added: the discretion] of [removed: factors including] the [removed: Board’s discretion.][added: Board of Directors, expired on December 31, 2022, with approximately $1,036.0 million remaining unutilized.]

and assumes that all of the dividends were reinvested.

The performance graph in this Form 10-K shall be deemed furnished, and not filed, and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act as a result of this furnishing, except to the extent that we specifically incorporate it by reference.

| October 1, 2022 - October 28, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,126.1 | |

| October 29, 2022 - November 25, 2022 | | | | | | 1,147,852 | | | | | | 70.45 | | | | | | 589,826 | | | | | | 1,084.7 | | |

| November 26, 2022 - December 31, 2022 | | | | | | 761,833 | | | | | | 68.93 | | | | | | 702,627 | | | | | | 1,036.1 | | |

| Total | | | | | | 1,909,685 | | | | | | 69.84 | | | | | | 1,292,453 | | | | | | | | |

exchanged.

In February 2023, the Board of Directors approved a new share repurchase program (the “2023 Share Repurchase Program”), which allows for the repurchase of 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 2023 Share Repurchase Program, which does not require us to purchase any minimum amount of our common stock, has an aggregate limit of $3.0 billion from February 8, 2023 through December 31, 2025 (exclusive of fees, commissions and other expenses).

Any repurchases will be at the Company’s discretion and will be subject to market conditions, the price of our shares and other factors.

The share repurchase program may be modified, suspended or terminated by the Board of Directors at any time without prior notice.

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

| October 30, 2021 - November 26, 2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,295.8 | | |

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

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

(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 RSUs.

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

The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors, including our stock price, corporate and regulatory requirements, restrictions under our debt obligations, and other market and economic conditions.

As of December 31, 2021, the authorized amount remaining under the Share Repurchase Program was $1,295.8 million.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered in this Form 10-K, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions [removed: regarding required disclosure.]

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: 2021.][added: 2022.]

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: 2021] [added: 2022] which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[added: 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: 2021.][added: 2022.]

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

Management's assessment of the effectiveness of internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] excluded [removed: GT Advanced Technologies Inc. ("GTAT"),] [added: the East Fishkill, New York site and fabrication facility ("EFK"),] which was acquired [added: in a purchase business combination] by the Company on [removed: October 28, 2021.][added: December 31, 2022.]

[removed: GTAT is a wholly-owned subsidiary of the Company and represented 0.7% and 0.1% of] [added: EFK's] total assets and total [removed: revenue,] [added: revenue excluded from management’s assessment represent 3.4% and 0%,] respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2021.][added: 2022.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] 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.

regarding required disclosure.

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

Not applicable.

Not applicable

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," [removed: "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: 2021] [added: 2022] in connection with our [removed: 2022] [added: 2023] 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—2021] [added: Governance—2022] Compensation of Directors," "Compensation of Executive Officers," "Compensation Committee Report," "Compensation Discussion and Analysis," "onsemi [removed: 2021] [added: 2022] Pay Ratio [removed: Disclosure"] [added: Disclosure," "2022 Pay versus Performance"] and "Human Capital and Compensation Committee Interlocks and Insider Participation" in our Proxy Statement.

Information concerning principal accounting fees and services is incorporated by reference from the text under the caption [removed: "Audit and Related Fees"] [added: "Management Proposals — Proposal No. 4: Ratification of Selection of Independent Registered Public Accounting Firm"] in our Proxy Statement.

| Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | | | [removed: [54](#ide4ff1c179084a72b3c2158082a2ae02_139)] [added: [52](#i1f16fae4437642b38a7fb1c28a8193e9_145)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: December 31, 2020] [added: 2021] | | | [removed: [57](#ide4ff1c179084a72b3c2158082a2ae02_145)] [added: [54](#i1f16fae4437642b38a7fb1c28a8193e9_151)] | | |

| Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [58](#ide4ff1c179084a72b3c2158082a2ae02_148)] [added: [55](#i1f16fae4437642b38a7fb1c28a8193e9_154)] | | |

| Consolidated Statements of Stockholders' Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [59](#ide4ff1c179084a72b3c2158082a2ae02_151)] [added: [56](#i1f16fae4437642b38a7fb1c28a8193e9_157)] | | |

| Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [60](#ide4ff1c179084a72b3c2158082a2ae02_154)] [added: [57](#i1f16fae4437642b38a7fb1c28a8193e9_160)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [61](#ide4ff1c179084a72b3c2158082a2ae02_157)] [added: [58](#i1f16fae4437642b38a7fb1c28a8193e9_163)] | | |

| Schedule II - Valuation and Qualifying Accounts for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [102](#ide4ff1c179084a72b3c2158082a2ae02_226)] [added: [99](#i1f16fae4437642b38a7fb1c28a8193e9_232)] | | |

All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or related [removed: notes][added: notes.]

| [removed: 3.1(d)] [added: 3.2] | | | | | | [removed: [Certificate of Designations of Series B Junior Participating Preferred Stock] [added: [By-Laws] of ON Semiconductor Corporation [added: as Amended and Restated on August 19, 2022] (incorporated by reference to Exhibit 3.1 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/d938291dex31.htm)] [added: August 25, 2022)](http://www.sec.gov/Archives/edgar/data/1097864/000119312522230021/d390073dex31.htm)] | | | | | |

| [removed: 3.1(e)] [added: 10.8(a)] | | | | | | [removed: [Certificate of Elimination of Series B Junior Participating Preferred Stock of ON] [added: [ON] Semiconductor Corporation [added: 2000 Employee Stock Purchase Plan (as amended by the amendment effective March 17, 2021), approved by stockholders May 20, 2021] (incorporated by reference to Exhibit [removed: 3.1] [added: 10.1] to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed with the Commission on August [removed: 20, 2021)](http://www.sec.gov/Archives/edgar/data/0001097864/000119312521252833/d359893dex31.htm)] [added: 2, 2021)(2)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021015118/exhibit101esppamendedeffec.htm)] | | | | | |

| [removed: 3.2] [added: 10.7(a)] | | | | | | [removed: [By-Laws of ON] [added: [ON] Semiconductor Corporation [removed: as] Amended and Restated [removed: on 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] [added: Stock Incentive Plan (as amended and restated February 11, 2022)] (incorporated by reference to [removed: 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] [added: Exhibit 10.7(a)] to the Company’s [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K] filed with the Commission on [removed: November 25, 2013)](http://www.sec.gov/Archives/edgar/data/1097864/000119312513453007/d633825dex31.htm)] [added: February 14, 2022) (2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022002416/exhibit107a-amendedandrest.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 [removed: trustee](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) [](http://www.sec.gov/Archives/edgar/data/1097864/000119312520041751/d864442dex43c.htm)[(incorporated] [added: trustee (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) 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) | | | | | |

| 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/1097864/000162828022002416/exhibit45descriptionofsecu.htm)] [added: amended(1)](https://www.sec.gov/Archives/edgar/data/1097864/000162828023002350/exhibit45descriptionofsecu.htm)] | | | | | |

| 10.6(a) | | | | | | [Form of Convertible Note Hedges related to the Company's 1.625% Convertible Senior Note due [removed: 2023(1)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022002416/exhibit106aformofbondhedge.htm)] [added: 2023 (incorporated by reference to Exhibit 10.6(a) to the Company’s Annual Report on Form 10-K filed with the Commission on February 14, 2022)](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 [removed: 2023(1)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022002416/exhibit106bformofwarrantco.htm)] [added: 2023 (incorporated by reference to Exhibit 10.6(b) to the Company’s Annual Report on Form 10-K filed with the Commission on February 14, 2022)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022002416/exhibit106bformofwarrantco.htm)] | | | | | |

| 10.7(d) | | | | | | [Restricted Stock Units Award Agreement under the ON Semiconductor Amended and Restated Stock Incentive Plan (2021 form agreement for Senior Employee Group) (incorporated by reference to Exhibit [removed: 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] [added: 10.4 to] the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 3, 2021)(2)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021008547/exhibit1042021formofonrsua.htm) | | | | | |

| [removed: 10.7(f)] [added: 10.7(h)] | | | | | | [Restricted Stock Units Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan for Hassane S. El-Khoury, dated December 7, [removed: 2020](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit107ronrsuawardagree.htm) [](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit107ronrsuawardagree.htm)[(incorporated] [added: 2020 (incorporated] by reference to Exhibit [removed: 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] [added: 10.7(r) to] the Company's Annual Report on Form 10-K filed with the [removed: C](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit107ronrsuawardagree.htm)[ommission] [added: Commission] on February 16, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit107ronrsuawardagree.htm)[(2)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit107ronrsuawardagree.htm)] [added: 2021)(2)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit107ronrsuawardagree.htm)] | | | | | |

| [removed: 10.7(g)] [added: 10.7(i)] | | | | | | [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, [removed: 2020](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit107sonpbrsuawardagr.htm) [(incorporated] [added: 2020 (incorporated] by reference [removed: to](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit107sonpbrsuawardagr.htm) [Exhibit] [added: to Exhibit] 10.7(s) to the Company's Annual Report on Form 10-K filed with the Commission on February 16, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit107sonpbrsuawardagr.htm)[(2)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit107sonpbrsuawardagr.htm)] [added: 2021)(2)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit107sonpbrsuawardagr.htm)] | | | | | |

| [removed: 10.7(h)] [added: 10.7(j)] | | | | | | [Restricted Stock Units Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan for Thad Trent, dated February 16, 2021 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 3, 2021)(2)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021008547/exhibit102thadtrentrsuawar.htm) | | | | | |

| [removed: 10.7(i)] [added: 10.7(k)] | | | | | | [Performance-Based Restricted Stock Units Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan 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 May 3, 2021)(2)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021008547/exhibit103thadtrentpbrsuaw.htm) | | | | | |

| [removed: 10.8(a)] [added: 10.7(f)] | | | | | | [removed: [ON] [added: [Form of Annual Restricted Stock Unit Award Agreement under the ON] Semiconductor Corporation [removed: 2000 Employee Stock Purchase Plan, as amended] [added: Amended] and [removed: restated as of May 20, 2009] [added: Restated Stock Incentive Plan (2022 form agreement)] (incorporated by reference to Exhibit [removed: 4.1] [added: 10.1] to the [removed: Registration Statement] [added: Company’s Quarterly Report] on Form [removed: S-8 No. 333-159381] [added: 10-Q] filed with the Commission on May [removed: 21, 2009)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312509116458/dex41.htm)] [added: 2, 2022)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022011616/exhibit1012022formrsuaward.htm)] | | | | | |

| [removed: 10.8(b)] [added: 10.7(l)] | | | | | | [removed: [Amendment to] [added: [Form of Restricted Stock Award Agreement for Directors under] the ON Semiconductor Corporation [removed: 2000 Employee] [added: Amended and Restated] Stock [removed: Purchase Plan, as amended as of May 15, 2013] [added: Incentive Plan (2022 form agreement)] (incorporated by reference to Exhibit [removed: 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] [added: 10.1 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: 1, 2022)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022019900/exhibit101-2022rsaagreemen.htm)] | | | | | |

| [removed: 10.8(c)] [added: 10.7(g)] | | | | | | [removed: [Amendment to] [added: [Form of Annual Performance-Based Restricted Stock Unit Award Agreement under] the ON Semiconductor Corporation [removed: 2000 Employee] [added: Amended and Restated] Stock [removed: Purchase Plan, as amended as of May 20, 2015] [added: Incentive Plan (2022 form agreement)] (incorporated by reference to Exhibit [removed: 10.6] [added: 10.2] to the Company’s Quarterly Report on Form 10-Q filed with the Commission on [removed: August 3, 2015)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312515274289/d63451dex106.htm)] [added: May 2, 2022)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022011616/exhibit102formofannualpbrs.htm)] | | | | | |

| [removed: 10.8(d)] [added: 10.17(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 17, 2017] [added: April 22, 2019, between GLOBALFOUNDRIES U.S. Inc. and Semiconductor Components Industries, LLC] (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: 7, 2017)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312517249592/d428805dex102.htm)] [added: 5, 2019)†](http://www.sec.gov/Archives/edgar/data/1097864/000119312519212847/d781739dex101.htm)] | | | | | |

| 10.9 | | | | | | [Employment Agreement by and between Semiconductor Components Industries, LLC and Hassane S. El-Khoury, dated December 7, [removed: 2020](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit1016el-khouryemploy.htm) [(incorporated] [added: 2020 (incorporated] by reference to Exhibit 10.16 to the [removed: C](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit1016el-khouryemploy.htm)[ompany's] [added: Company's] Annual Report on Form 10-K filed with the Commission on February 16, [removed: 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)] [added: 2021)(2)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit1016el-khouryemploy.htm)] | | | | | |

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

| [removed: 10.14] [added: 10.15] | | | | | | [Form of Indemnification Agreement with Directors and Officers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 25, 2016)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312516478268/d77585dex101.htm) | | | | | |

| [removed: 10.15(a)] [added: 10.16(a)] | | | | | | [Environmental Side Letter, dated March 11, 1997, between National Semiconductor Corporation and Fairchild Semiconductor Corporation (incorporated by reference to Exhibit 10.19 to Fairchild Semiconductor Corporation’s Registration Statement filed with the Commission on May 12, 1997 (File No. 333-26897))](http://www.sec.gov/Archives/edgar/data/1036960/0000912057-97-016828.txt) | | | | | |

| [removed: 10.15(b)] [added: 10.16(b)] | | | | | | [Intellectual Property License Agreement, dated April 13, 1999, between Samsung Electronics Co., Ltd. and Fairchild Korea Semiconductor, Ltd. (incorporated by reference to Exhibit 10.41 to Fairchild Semiconductor International, Inc.’s Registration Statement filed with the Commission on June 30, 1999 (File No. 333-78557))](http://www.sec.gov/Archives/edgar/data/1036960/000095012399006087/0000950123-99-006087.txt) | | | | | |

| [removed: 10.15(c)] [added: 10.16(c)] | | | | | | [Technology Licensing and Transfer Agreement, dated March 11, 1997, between National Semiconductor Corporation and Fairchild Semiconductor Corporation (incorporated by reference to Amendment No. 3 to Fairchild Semiconductor Corporation’s Registration Statement on Form S-4, filed with the Commission on July 9, 1997 (File No. 333-28697))](http://www.sec.gov/Archives/edgar/data/1036960/0000912057-97-016828.txt) | | | | | |

| [removed: 10.16(a)] [added: 10.17(b)] | | | | | | [removed: [Asset] [added: [Amendment No. 1 to Asset] Purchase Agreement, dated [removed: as of April 22, 2019, between GLOBALFOUNDRIES U.S. Inc.] [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 10.1 to the Company’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] filed with the Commission on [removed: August 5, 2019)†](http://www.sec.gov/Archives/edgar/data/1097864/000119312519212847/d781739dex101.htm)] [added: October 7, 2020)](http://www.sec.gov/Archives/edgar/data/1097864/000119312520265627/d12798dex101.htm)] | | | | | |

| [removed: 10.16(b)] [added: 10.18] | | | | | | [removed: [Amendment No. 1 to Asset Purchase] [added: [Settlement] Agreement, dated October [removed: 1, 2020,] [added: 19, 2019,] by and [removed: among] [added: between ON] Semiconductor [removed: Components Industries, LLC, GLOBALFOUNDRIES U.S. Inc.,] [added: Corporation] and [removed: GLOBALFOUNDRIES] [added: Power Integrations,] Inc. (incorporated by reference to Exhibit [removed: 10.1] [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: October 7, 2020)](http://www.sec.gov/Archives/edgar/data/1097864/000119312520265627/d12798dex101.htm)] [added: February 19, 2020)](http://www.sec.gov/Archives/edgar/data/1097864/000119312520041751/d864442dex1020.htm)] | | | | | |

| [removed: 10.18(a)] [added: 10.19(a)] | | | | | | [Form of Confirmation for Convertible Notes Hedges related to the Company’s 0% Convertible Senior Note 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](http://www.sec.gov/Archives/edgar/data/0001097864/000119312521166754/d178031dex101.htm) [](http://www.sec.gov/Archives/edgar/data/0001097864/000119312521166754/d178031dex101.htm)[May] [added: on May] 19, 2021)](http://www.sec.gov/Archives/edgar/data/0001097864/000119312521166754/d178031dex101.htm) | | | | | |

| [removed: 10.18(b)] [added: 10.19(b)] | | | | | | [Form of Confirmation 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 May 19, 2021)](http://www.sec.gov/Archives/edgar/data/0001097864/000119312521166754/d178031dex102.htm) | | | | | |

| 21.1 | | | | | | [List of Significant [removed: Subsidiaries(1)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022002416/exhibit211subsidiariesfor2.htm)] [added: Subsidiaries(1)](https://www.sec.gov/Archives/edgar/data/1097864/000162828023002350/exhibit211-listofsubsidiar.htm)] | | | | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting Firm-PricewaterhouseCoopers [removed: LLP(1)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022002416/exhibit2312021formconforme.htm)] [added: LLP(1)](https://www.sec.gov/Archives/edgar/data/1097864/000162828023002350/exhibit2312022formconforme.htm)] | | | | | |

| 24.1 | | | | | | [Powers of [removed: Attorney(1)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022002416/exhibit2412021formpowerofa.htm)] [added: Attorney(1)](https://www.sec.gov/Archives/edgar/data/1097864/000162828023002350/exhibit2412022formpowerofa.htm)] | | | | | |

| 31.1 | | | | | | [Certification by CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002(1)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022002416/exhibit3112021form10-k.htm)] [added: 2002(1)](https://www.sec.gov/Archives/edgar/data/1097864/000162828023002350/exhibit3112022form10-kfinal.htm)] | | | | | |

| 10.5(s) | | | | | | [Tenth Amendment to Credit Agreement, dated as of November 16, 2022, 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(1)](https://www.sec.gov/Archives/edgar/data/1097864/000162828023002350/ex105s-tenthamendmenttocre.htm) | | | | | |

| 10.14 | | | | | | [Employment Agreement by and between Semiconductor Components Industries, LLC and Robert Tong, dated February 16, 2021 (1)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828023002350/exhibit1014-rtongemploymen.htm) | | | | | |

| 10.7(a) | | | | | | [ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (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) | | | | | |

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

| 10.17 | | | | | | [Settlement Agreement, dated October 19, 2019, by and between ON Semiconductor Corporation and Power Integrations, Inc. (incorporated by reference to Exhibit 10.20 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/d864442dex1020.htm) | | | | | |

| February [removed: 14, 2022] [added: 6, 2023] | | | | | | ON Semiconductor Corporation | | |

| /s/ HASSANE EL-KHOURY Hassane El-Khoury | | | President, Chief Executive Officer and Director | | | February [removed: 14, 2022] [added: 6, 2023] | | |

| /s/ THAD TRENT Thad Trent | | | Executive Vice President, Chief Financial Officer and Treasurer | | | February [removed: 14, 2022] [added: 6, 2023] | | |

| /s/ BERNARD R. COLPITTS, JR. Bernard R. Colpitts, Jr. | | | Chief Accounting Officer (Principal Accounting Officer) | | | February [removed: 14, 2022] [added: 6, 2023] | | |

| * | | | Chair of the Board of Directors | | | February [removed: 14, 2022] [added: 6, 2023] | | |

| * | | | Director | | | February [removed: 14, 2022] [added: 6, 2023] | | |

| *By: /s/ THAD TRENT Thad Trent | | | Attorney-in-Fact | | | February [removed: 14, 2022] [added: 6, 2023] | | |

We have audited the accompanying consolidated balance sheets of ON Semiconductor Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of operations and comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded [removed: GT Advanced Technologies Inc.] [added: East Fishkill, New York site and fabrication facilities ("EFK")] from its assessment of internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022] because it was acquired by the Company in a purchase business combination during [removed: 2021.][added: 2022.]

We have also excluded [removed: GT Advanced Technologies Inc.] [added: EFK] from our audit of internal control over financial reporting.

[removed: GT Advanced Technologies Inc. is a wholly-owned subsidiary whose] [added: EFK's] total assets and total revenue excluded from management’s assessment and our audit of internal control over financial reporting represent [removed: 0.7%] [added: 3.4%] and [removed: 0.1%,] [added: 0%,] respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2021.][added: 2022.]

A company’s internal control over financial reporting includes those policies and procedures [added: that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and]

[removed: that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and] dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s inventory balance of [removed: $1,379.5] [added: $1,616.8] million as of December 31, [removed: 2021,] [added: 2022,] is stated at the lower of standard cost (which approximates actual cost on a first-in, first-out basis) or net realizable value.

This in turn led to [removed: significant] [added: a high degree of] auditor judgment, subjectivity and effort in performing procedures to evaluate the reasonableness of management’s analysis, including the inputs utilized and the significant assumptions related to projected end-user demand employed within the analysis.

Evaluating the reasonableness of the assumptions related to projected end-user demand involved considering the performance of product sales and whether they were consistent with evidence obtained in [added: other areas of the audit.]

| | | | [removed: December] [added: | | | As of December] 31, [added: 2022 | | | | | | | | | | | | | | | | | | As of December 31,] 2021 | | | | | | [removed: December] [added: | | | | | | | | | | | | As of December] 31, 2020 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Cash and cash equivalents | | | [added: | | |] $ | [added: 2,919.0 | | | | | $ |] 1,352.6 | | | | | $ | 1,080.7 | |

| Receivables, net | | | [removed: 809.4] [added: 842.3] | | | | | | [removed: 676.0] [added: 809.4] | | |

| Inventories | | | [removed: 1,379.5] [added: 1,616.8] | | | | | | [removed: 1,251.4] [added: 1,379.5] | | |

| Other current assets | | | [removed: 240.1] [added: 351.3] | | | | | | [removed: 176.0] [added: 240.1] | | |

| Total current assets | | | [removed: 3,781.6] [added: 5,729.4] | | | | | | [removed: 3,184.1] [added: 3,781.6] | | |

| Property, plant and equipment, net | | | [removed: 2,524.3] [added: 3,450.7] | | | | | | [removed: 2,512.3] [added: 2,524.3] | | |

| Goodwill | | | [removed: 1,937.5] [added: 1,577.6] | | | | | | [removed: 1,663.4] [added: 1,937.5] | | |

| Intangible assets, net | | | [removed: 495.7] [added: 359.7] | | | | | | [removed: 469.0] [added: 495.7] | | |

| Deferred tax assets | | | [removed: 366.3] [added: 376.7] | | | | | | [removed: 429.0] [added: 366.3] | | |

| Total assets | | | $ | [removed: 9,626.0] [added: 11,978.5] | | | | | $ | [removed: 8,668.0] [added: 9,626.0] | |

| [removed: Liabilities, Non-Controlling Interest] [added: Liabilities] and Stockholders’ Equity | | | | | | | | | | | |

| Accounts payable | | | $ | [removed: 635.1] [added: 852.1] | | | | | $ | [removed: 572.9] [added: 635.1] | |

| Accrued expenses and other current liabilities | | | [removed: 747.6] [added: 1,047.3] | | | | | | [removed: 570.0] [added: 734.9] | | |

| Current portion of long-term debt | | | [removed: 160.7] [added: 147.8] | | | | | | [removed: 531.6] [added: 160.7] | | |

| Total current liabilities | | | [removed: 1,543.4] [added: 2,061.4] | | | | | | [removed: 1,674.5] [added: 1,543.4] | | |

| Long-term debt | | | [removed: 2,913.9] [added: 3,045.7] | | | | | | [removed: 2,959.7] [added: 2,913.9] | | |

| Deferred tax liabilities | | | [removed: 43.2] [added: 34.1] | | | | | | [removed: 57.3] [added: 43.2] | | |

| Other long-term liabilities | | | [removed: 521.1] | | | | | | [removed: 418.4] | | | [added: 6.3 | | |]

| * | | | Director | | | February 6, 2023 | | |

| * | | | Director | | | February 6, 2023 | | |

| Thomas L. Deitrich | | | | | | | | |

| * | | | Director | | | February 6, 2023 | | |

| * | | | Director | | | February 6, 2023 | | |

| * | | | Director | | | February 6, 2023 | | |

| * | | | Director | | | February 6, 2023 | | |

| * | | | Director | | | February 6, 2023 | | |

February 6, 2023

| Right-of-use financing lease | | | 45.8 | | | | | | 22.3 | | |

| Current portion of financing lease liabilities | | | 14.2 | | | | | | 12.7 | | |

| Long-term financing lease liabilities | | | 23.0 | | | | | | 10.2 | | |

| Net income for diluted earnings per share of common stock (Note 10) | | | | | | $ | 1,904.2 | | | | | $ | 1,009.6 | | | | | $ | 234.2 | |

| Impact of the adoption of ASU 2020-06 | | | — | | | — | | | (129.1) | | | — | | | 27.1 | | | — | | | — | | | — | | | (102.0) | | |

| Partial settlement - 1.625% Notes | | | 611,431 | | | — | | | (0.3) | | | — | | | — | | | — | | | — | | | — | | | (0.3) | | |

| Partial settlement of warrants - 1.625% Notes | | | 478,993 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | |

| Partial settlement of bond hedges - 1.625% Notes | | | — | | | — | | | 43.4 | | | — | | | — | | | (617,554) | | | (43.4) | | | — | | | — | | |

| Repurchase of common stock | | | — | | | — | | | — | | | — | | | — | | | (3,988,453) | | | (259.8) | | | — | | | (259.8) | | |

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

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

| Comprehensive income | | | — | | | — | | | — | | | 17.4 | | | 1,902.2 | | | — | | | — | | | 1.6 | | | 1,921.2 | | |

| Balance at December 31, 2022 | | | 608,367,713 | | | $ | 6.1 | | $ | 4,670.9 | | $ | (23.2) | | $ | 4,364.4 | | (176,431,298) | | | $ | (2,829.7) | | $ | 18.5 | | $ | 6,207.0 | |

| (Gain) loss on sale or disposal of fixed assets | | | (32.6) | | | | | | — | | | | | | — | | |

| Goodwill and Intangible asset impairment charges | | | 386.8 | | | | | | — | | | | | | — | | |

- PSG;

- ASG; and

- ISG.

excess of anticipated demand is written down, impacting cost of revenue and gross profit.

identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when the performance obligation is satisfied.

Certain of the Company's customer contracts are multi-year agreements that

A portion of our LTSA’s include non-cancellable capacity payments which secure production availability for our customers' orders or represent deposits, which prepay a portion of a given customer’s product obligation.

As of December 31, 2022 and 2021, $8.4 million and $11.5 million, respectively, of the capacity payments were recorded in accounts receivable.

Capacity payments totaled $190.4 million as of December 31, 2022, of which $60.5 million and $129.9 million were recorded as current liabilities and other long-term liabilities, respectively.

Contract assets were $2.3 million as of December 31, 2022, and there were no contract assets as of December 31, 2021.

During the years ended December 31, 2022, $23.8 million and an immaterial amount, respectively, was recognized as revenue for satisfying the associated performance obligations.

| Revenue from external customers | | | | | | $ | 4,208.2 | | | | | $ | 2,841.3 | | | | | $ | 1,276.7 | | | | | $ | 8,326.2 | |

| Segment gross profit | | | | | | 1,994.3 | | | | | | 1,474.5 | | | | | | 608.4 | | | | | | 4,077.2 | | |

| Hong Kong | | | $ | 1,314.9 | | | | | $ | 742.7 | | | | | $ | 258.2 | | | | | $ | 2,315.8 | |

| Singapore | | | 1,114.9 | | | | | | 819.0 | | | | | | 200.0 | | | | | | 2,133.9 | | |

| United Kingdom | | | 762.0 | | | | | | 454.8 | | | | | | 275.5 | | | | | | 1,492.3 | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Thomas L. Dietrich | | | | | | | | |

*Ship and Credit Reserves*

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s ship and credit reserves are $163.8 million as of December 31, 2021.

Sales returns and allowances, which include ship and credit reserves for distributors, are estimated by management based on historical claims data and expected future claims.

Provisions for ship and credit claims are provided for in the same period the related revenue is recognized, and are netted against revenue.

The principal considerations for our determination that performing procedures relating to ship and credit reserves is a critical audit matter are the significant judgment by management in estimating the reserves, which in turn led to significant auditor judgment, subjectivity and effort in performing procedures to evaluate management’s expected future claims assumptions.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the ship and credit reserves.

These procedures also included, among others (i) testing management’s process for determining the estimate, (ii) evaluating the appropriateness of the approach used by management in developing the estimate, (iii) evaluating the reasonableness of the expected future claims assumptions, and (iv) testing the completeness and accuracy of historical claims data.

Evaluating the assumptions related to the expected future claims involved evaluating whether the assumptions used were reasonable considering the past claim activity.

other areas of the audit.

February 14, 2022

| Other assets | | | 520.6 | | | | | | 410.2 | | |

| Litigation settlement (Note 13) | | | | | | — | | | | | | — | | | | | | 169.5 | | |

(in millions, except share data)

| Balance at December 31, 2018 | | | 558,701,620 | | | $ | 5.6 | | $ | 3,702.3 | | $ | (37.9) | | $ | 979.6 | | (144,867,393) | | | $ | (1,478.0) | | $ | 22.5 | | $ | 3,194.1 | |

| Stock option exercises | | | 266,363 | | | — | | | 1.7 | | | — | | | — | | | — | | | — | | | — | | | 1.7 | | |

| Repurchase of common stock | | | — | | | — | | | — | | | — | | | — | | | (7,762,007) | | | (139.0) | | | — | | | (139.0) | | |

| Comprehensive income (loss) | | | — | | | — | | | — | | | (16.4) | | | 211.7 | | | — | | | — | | | 2.2 | | | 197.5 | | |

| Proceeds from exercise of stock options | | | — | | | | | | — | | | | | | 1.7 | | |

| Release of escrow related to prior acquisition | | | — | | | | | | — | | | | | | (10.4) | | |

are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset group containing these assets may not be recoverable.

conditions, to be the contract with the customer.

expense.

During the year ended December 31, 2021, the Company recognized an immaterial amount of revenue by satisfying the performance obligations associated with these contract liabilities, and the remaining balances amounting to $25.8 million and $30.0 million are recorded as current liabilities and other long-term liabilities, respectively, in the Consolidated Balance Sheet.

The Company has not recorded any contract assets as of December 31, 2021.

There were no corresponding amounts for the years ended and as of December 31, 2020 and December 31, 2019.

with a duration of less than one year.

| Revenue from external customers | | | | | | $ | 2,788.3 | | | | | $ | 1,972.3 | | | | | $ | 757.3 | | | | | $ | 5,517.9 | |

| Segment gross profit (1) | | | | | | 986.0 | | | | | | 712.1 | | | | | | 275.5 | | | | | | 1,973.6 | | |

There were no customers whose revenue exceeded 10% or more of total revenue for the year ended December 31, 2019.

| Singapore | | | $ | 864.7 | | | | | $ | 679.7 | | | | | $ | 168.7 | | | | | $ | 1,713.1 | |

| Hong Kong | | | 843.5 | | | | | | 436.8 | | | | | | 137.0 | | | | | | 1,417.3 | | |

| United Kingdom | | | 467.1 | | | | | | 303.5 | | | | | | 151.0 | | | | | | 921.6 | | |

| United States | | | 356.3 | | | | | | 332.6 | | | | | | 121.4 | | | | | | 810.3 | | |

| Other | | | 256.7 | | | | | | 219.7 | | | | | | 179.2 | | | | | | 655.6 | | |

| Total | | | $ | 2,788.3 | | | | | $ | 1,972.3 | | | | | $ | 757.3 | | | | | $ | 5,517.9 | |

| Distributors | | | $ | 1,740.6 | | | | | $ | 971.5 | | | | | $ | 461.0 | | | | | $ | 3,173.1 | |