ON Semiconductor (ON) 10-K risk factor changes: FY2024 vs FY2023

All statements, other than statements of historical facts, included or incorporated in this Form 10-K could be deemed forward-looking statements, particularly statements about our plans, strategies and prospects under the headings "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and "Business." Forward-looking statements are often characterized by [removed: the use of] words such as "believes," "estimates," "expects," "projects," "may," "will," "intends," "plans," "anticipates," "should" or similar expressions, or by discussions of strategy, plans or intentions.

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 [added: SEC before making any investment decision with respect to our securities.]

The risk factors described [removed: herein] [added: below] are not all of the risks we may face.

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

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 [removed: this] [added: our] manufacturing efficiency, increase [added: our] manufacturing efficiency to the same extent as our competitors, or be successful in our manufacturing rationalization plans.

For example, public health crises [removed: like the COVID-19 pandemic and related adverse public health developments] may cause disruption to our domestic and international operations.

[removed: Any associated worker absenteeism, quarantines] and [removed: 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 and/or other travel or health-related restrictions could, depending on the magnitude of such effects on our manufacturing activities (or activities of our suppliers, third-party distributors or sub-contractors), [removed: could] cause disruption and delay to our supply chain, manufacturing and product shipments.

If we purchase or commit to purchase inventory in anticipation of customer demand that does not materialize, or such inventory is rendered obsolete by the rapid pace of technological change, or [added: if customers reduce, delay or cancel orders, we may incur excess or obsolete inventory charges.]

We may be unable to implement certain business strategies and [added: restructuring initiatives and] any issue with the pursuit of such [removed: business] strategies [added: and initiatives] could materially adversely affect our business and results of operations.

[removed: As we continue] [added: In relation] to [removed: increase] production of SiC-based products and [removed: 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.

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

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

The semiconductor industry is characterized by rapidly [removed: changing] [added: evolving] technologies, innovation, short product life cycles, evolving regulatory and industry standards and certifications, changing customer [removed: needs] [added: needs, wide fluctuations in supply] and [added: demand and] frequent new product introductions.

Our future success depends on many factors, including the development of new technologies and effective commercialization and customer acceptance of our products, and our ability to increase our position in [removed: our] current markets, expand into adjacent and new markets, and optimize operational performance.

We also may be unable to market and sell our products if they are not competitive on the basis of price, quality, technical performance, features, system compatibility, [added: ease of use,] customized design, innovation, availability, delivery timing and reliability.

For example, the [removed: U.S.] [added: United States] and the European Union have enacted legislation to provide funding and incentives for semiconductor research, development, and manufacturing in their respective regions.

If we are unable to access such funding or incentives, or if our competitors receive more funding or incentives than we do, we may be at a disadvantage in developing and producing new or improved products or technologies, which could adversely affect our market share, revenue [removed: and profitability.]

A significant portion of our sales are to customers within the automotive industry and the industrial [removed: sector.][added: sector and the demand for our products depends in part on the market conditions in these end-markets.]

Sales into the automotive and industrial end-markets represented approximately [removed: 52%] [added: 55%] and [removed: 28%] [added: 25%] of our revenue, respectively, for the year ended December 31, [removed: 2023.][added: 2024.]

[added: The automotive industry is cyclical and the industrial sector tends to thrive during a time of economic] expansion, and, as a result, our customers in each end-market are sensitive to changes in general economic conditions, inflationary pressure, increases in interest rates, disruptive innovation and end-market preferences, which can adversely affect sales of our products and, correspondingly, our results of operations.

Changes in demand in these end-markets [added: or changes that have the potential to disrupt sales activities to customers in these end-markets,] can significantly impact our operating results.

[removed: Lastly,] [added: Additionally,] the quantity and price of our products sold to customers in each end-market could decline despite continued growth in such end-markets.

Furthermore, certain customers, from time to time, have sought and may seek to amend [added: or cancel] the delivery or other terms of their long-term supply agreements with us.

When any such contractual amendments are made, the timing, pricing or amount of products delivered under such long-term supply agreements may be modified in circumstances where we believe it advances the long-term customer [removed: relationship or provides us with other benefits.][added: relationship.]

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

For example, [added: a significant trade disruption,] additional tariffs, [removed: other] [added: trade protection measures,] export [added: or import] regulations [added: or other restrictions imposed related to our business] and the related geopolitical uncertainty between the United [removed: States and China] [added: States, China, Canada, Mexico] and other countries [removed: may cause decreased end-market demand for our products] [added: or any retaliatory actions] from [removed: distributors and other customers, which] [added: such governments] could have a material adverse effect on our business and results of operations.

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 [removed: U.S.] [added: United States] and China.

To the extent that our sales or profitability are negatively affected by any such tariffs or other trade actions, our business and results of [removed: operations may be materially adversely affected.]

Our international sales and purchases are subject to numerous [added: additional] United States and foreign laws and regulations related to import and export matters.

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

In the semiconductor industry, the competition for qualified personnel, particularly experienced design engineers and other technical [removed: employees] [added: employees,] is intense.

In addition, repatriation of funds held outside the [removed: U.S.] [added: United States] could have adverse tax consequences and could be subject to delay due to required local country approvals or local obligations.

If our technologies are subject to claims of infringement on the IP rights of others, efforts to address such claims could [removed: have][added: have a material adverse effect on our results of operations.]

Further, our assertion of IP rights often results in the other party seeking to assert alleged IP rights of its own against us, which may materially and [removed: adversely impact our business.]

We have experienced and expect to continue to experience disruptions, failures or breaches of our information technology environment, such as those caused by computer viruses, illegal [added: hacking, criminal fraud or impersonation, acts of vandalism or terrorism or employee error.]

Our [removed: cyber-security] [added: cybersecurity] measures and/or those of our third-party service providers and/or customers may not detect or prevent such security breaches.

Although we are not aware of any cybersecurity incidents [removed: impacting us directly] that have [removed: been material] [added: materially affected or are reasonably likely] to [removed: us] [added: materially affect our business] as of the year ended December 31, [removed: 2023,] [added: 2024,] we continue to devote resources to reduce the risk of or alleviate [removed: cyber-security] [added: cybersecurity] breaches and vulnerabilities and those costs could be significant.

[removed: Our efforts] [added: Although we maintain a cybersecurity program] to [removed: address these problems] [added: manage cybersecurity risks, our efforts] may not be successful and could result in interruptions and delays that may materially impede our sales, manufacturing operations, distribution or other critical functions.

Further, AI capabilities may be used to identify vulnerabilities and craft increasingly sophisticated [removed: cyber-security] [added: cybersecurity] attacks.

Furthermore, our efforts to comply with evolving laws and regulations related to [removed: cybersecurity, such as the recently enacted SEC rules requiring disclosure of a material] cybersecurity [removed: incident,] may be costly and any failure to comply could result in investigations, proceedings, investor lawsuits and reputational damage.

Any associated worker absenteeism, quarantines and restrictions on certain of our employees’ ability to perform their jobs, office

market enhanced technologies and products.

and profitability.

The U.S. Department of Commerce could in the future add additional Chinese companies to its restricted entity list or unverified list or take other actions that could expand licensing requirements or otherwise impact the market for our products and our revenue.

These rules may require us to apply for and obtain additional export licenses to supply certain of our products to customers in China, and there is no assurance that we will be issued licenses that we apply for on a timely basis or at all.

operations may be materially adversely affected.

Our power technologies used for AI may not capture market share as expected, and issues related to the responsible use of AI may adversely affect our business.

Our extensive range of power technologies are used to help power AI and related data centers and we expect this part of our business to grow.

The emergence of big data and new tools such as machine learning and AI that capitalize on the availability of large data sets is leading semiconductor manufacturers to pursue new products and approaches, and there is an intense competition to capture market share in this emerging market.

We may not be able to develop and offer the technology solutions that our AI-focused customers demand in a timely manner or effectively, which could have a materially adverse effect on our business.

Our failure to commercialize new technologies that can power AI and data centers in a timely manner or at all could result in loss of market share, unanticipated costs, and inventory obsolescence, which could adversely affect our financial results.

As with many new emerging technologies, AI presents risks and challenges and increasing legal, social and ethical concerns relating to its responsible use that could affect the adoption of AI.

Third-party misuse of AI applications, models, or solutions, or ineffective or inadequate AI development or deployment practices by our customers could cause harm to individuals or society and impair the public’s acceptance of AI, which would in turn adversely affect our business.

adversely impact our business.

Our extensive reliance on, and investments in, information technology systems, including reliance on third-party service providers, could have a materially adverse impact on our business.

We rely extensively on information technology systems and related personnel to collect, use, retain, manage, transmit, and protect transactions and data.

For these information technology systems, applications, and processes to operate effectively, we or our service providers must maintain and update them.

Delays in the maintenance, updates, upgrading, or patching of these systems, applications or processes, as well as the actions taken to maintain, update, upgrade and patch, could impair their effectiveness or expose us to security risks.

Some of these systems are managed or provided by third-party service providers, including certain cloud platform providers.

Failure by these third-party service providers to meet their contractual, regulatory and other obligations to us, or our failure to

adequately monitor their performance, could result in our inability to achieve expected efficiencies and result in additional costs to correct errors made by such service providers.

Depending on the function involved and despite the availability of contractual remedies against these providers, such errors can also lead to business disruption, systems performance degradation, processing inefficiencies or other systems disruptions, the loss of or damage to intellectual property or sensitive data through security breaches or otherwise, incorrect or adverse effects on financial reporting, litigation, claims, legal or regulatory proceedings, inquiries or investigations, fines or penalties, remediation costs, damage to our reputation or have a negative impact on employee morale, all of which can materially adversely affect our business.

In addition, we are currently making, and expect to continue to make, substantial investments in our information technology systems, infrastructure and personnel, in certain cases with the assistance of strategic partners and other third-party service providers.

These investments involve replacing existing systems, some of which are older, legacy systems that are less flexible and efficient, with successor systems; outsourcing certain technology and business processes to third-party service providers; making changes to existing systems; maintaining or enhancing legacy systems that are not currently being replaced; designing or cost effectively acquiring new systems with new functionality; or testing the use and incorporation of AI, including generative AI.

These efforts could result in significant potential risks, including failure of the systems to operate as designed, unexpected impacts on related systems or processes, potential loss or corruption of data, failures in security processes and internal controls, cost overruns, implementation delays or errors, disruption of operations, and the potential inability to meet business and reporting requirements.

Any system implementation and transition difficulty may result in operational challenges, security failures, reputational harm, and increased costs that could adversely affect our business operations, our relationships with our customers, and results of operations.

In addition, our operations and those of our suppliers are further governed by regulations focused on conflict minerals and restrictions on other materials, as well as laws or regulations governing the operation of our facilities, sale and distribution of our products, and real property.

We incur costs associated with complying with evolving environmental, health and safety laws and regulations and related disclosure obligations such as the Corporate Sustainability Reporting Directive.

If

Changes in tax laws from international and domestic initiatives, such as the Organization for Economic Co-operation and Development's base erosion and profit shifting project and potential U.S. tax reforms, could adversely affect our future reported results of operations or the way we conduct our business.

borrowings under those facilities, which could materially adversely affect our business and results of operations.

Interest rates increased throughout 2022 and 2023.

the 0% Notes, the 0.50% Notes and the 3.875% Notes to require us to repurchase such notes.

If our goodwill or amortizable intangible assets become impaired, we may be required to record a significant charge to earnings.

We acquire other companies and intangible assets and may not realize all the economic benefit from those acquisitions, which could cause an impairment of goodwill or intangible assets.

We review our amortizable intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

We test goodwill for impairment at least annually.

Factors that may be a change in circumstances, indicating that the carrying value of our goodwill or amortizable intangible assets may not be recoverable, include a decline in our stock price and market capitalization, reduced future cash flow estimates, and slower growth rates in industry segments in which we participate.

We have in the past recorded, and may in the future be required to record, a significant charge in our consolidated financial statements during the period in which any impairment of our goodwill or amortizable intangible assets is determined, negatively affecting our financial position and results of operations.

could negatively impact revenue, earnings and demand for our products.

SEC before making any investment decision with respect to our securities.

if customers reduce, delay or cancel orders, we may incur excess or obsolete inventory charges.

To the extent that we underinvest in our research

The automotive industry is cyclical and the industrial sector tends to thrive during a time of economic

Additionally, public health crises like the COVID-19 pandemic have the potential to disrupt sales activities to customers in these end-markets, as well as the other end-markets we serve.

and internationally.

a material adverse effect on our results of operations.

hacking, criminal fraud or impersonation, acts of vandalism or terrorism or employee error.

Changes in tax legislation or exposure to additional tax liabilities, could adversely affect our results of operations and financial condition.

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

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

For example, the OECD continues to advance proposals for modernizing international tax rules, including the introduction of global minimum tax standards.

converted 1.625% Notes, the 0% Notes and/or the 0.50% Notes, as the case may be.

material adverse effect our financial condition and results of operations.

In addition, we are aware of and are monitoring the economic environment and related forecasts, which suggest (in certain parts of the world) an economic slowdown.

For further [removed: information relating to the information summarized herein, see] [added: details, please read] "Management's Discussion and Analysis of Financial Condition and Results of Operations" in its entirety.

Our revenue for the year ended December 31, [removed: 2023] [added: 2024] was [removed: $8,253.0] [added: $7,082.3] million, representing a [removed: nominal] decrease of [removed: 0.9%] [added: 14.2%] from [removed: $8,326.2] [added: $8,253.0] million for the year ended December 31, [removed: 2022.][added: 2023.]

During [removed: 2023,] [added: 2024,] we reported net income attributable to onsemi of [removed: $2,183.7] [added: $1,572.8] million compared to [removed: $1,902.2] [added: $2,183.7] million in [removed: 2022.][added: 2023.]

Our operating income totaled [removed: $2,538.7] [added: $1,767.7] million during [removed: 2023] [added: 2024] compared to [removed: $2,360.0] [added: $2,538.7] million during [removed: 2022.][added: 2023.]

Our gross margin decreased by approximately [removed: 190] [added: 170] basis points to [removed: 47.1%] [added: 45.4%] in [removed: 2023] [added: 2024] from [removed: 49.0%] [added: 47.1%] in [removed: 2022.][added: 2023.]

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

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

We are monitoring the economic environment and related [removed: forecasts, and] [added: forecasts] for indicators that would suggest the global economic slowdown could [removed: continue.][added: continue for an extended period.]

Given the current conditions, we are actively managing and have taken corrective actions in our manufacturing capacity and spending to align with the forecasted [removed: 2024] demand.

We [added: intend to continue these actions during 2025; however, 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.

We [removed: expect to] continue to 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 [added: softening demand,] increased manufacturing and operating costs.

We have taken, and continue to take actions, including but not limited to, exiting product lines that do not [removed: support our] [added: enhance] gross margin [removed: improvements and] [added: or satisfy] strategic objectives and aligning internal manufacturing capacity and resources to external demand.

A discussion of our results of operations for the year ended December 31, [removed: 2023] [added: 2024] compared to December 31, [removed: 2022] [added: 2023] is included below.

For a discussion and comparison of the results of our operations for the year ended December 31, [removed: 2022] [added: 2023] with the year ended December 31, [removed: 2021,] [added: 2022,] 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: 2022] [added: 2023] filed with the SEC on February [removed: 6, 2023.][added: 5, 2024.]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | Change | | | | | | | | | | | | | | | | | | | | |

| Cost of revenue | | | [removed: 4,369.5] [added: 3,866.2] | | | | | | [removed: 4,249.0] [added: 4,369.5] | | | | | | | | | | | | | | | | | | [removed: 120.5] [added: (503.3)] | | | | | | | | | | | | | | | | | | | | |

| Gross profit | | | [removed: 3,883.5] [added: 3,216.1] | | | | | | [removed: 4,077.2] [added: 3,883.5] | | | | | | | | | | | | | | | | | | [removed: (193.7)] [added: (667.4)] | | | | | | | | | | | | | | | | | | | | |

| Research and development | | | [removed: 577.3] [added: 612.7] | | | | | | [removed: 600.2] [added: 577.3] | | | | | | | | | | | | | | | | | | [removed: (22.9)] [added: 35.4] | | | | | | | | | | | | | | | | | | | | |

| Selling and marketing | | | [removed: 279.1] [added: 273.5] | | | | | | [removed: 287.9] [added: 279.1] | | | | | | | | | | | | | | | | | | [removed: (8.8)] [added: (5.6)] | | | | | | | | | | | | | | | | | | | | |

| General and administrative | | | [removed: 362.4] [added: 376.3] | | | | | | [removed: 343.2] [added: 362.4] | | | | | | | | | | | | | | | | | | [removed: 19.2] [added: 13.9] | | | | | | | | | | | | | | | | | | | | |

| Amortization of acquisition-related intangible assets | | | [removed: 51.1] [added: 52.0] | | | | | | [removed: 81.2] [added: 51.1] | | | | | | | | | | | | | | | | | | [removed: (30.1)] [added: 0.9] | | | | | | | | | | | | | | | | | | | | |

| Restructuring, asset impairments and other charges, net | | | [removed: 74.9] [added: 133.9] | | | | | | [removed: 17.9] [added: 74.9] | | | | | | | | | | | | | | | | | | [removed: 57.0] [added: 59.0] | | | | | | | | | | | | | | | | | | | | |

| Total operating expenses | | | [removed: 1,344.8] [added: 1,448.4] | | | | | | [removed: 1,717.2] [added: 1,344.8] | | | | | | | | | | | | | | | | | | [removed: (372.4)] [added: 103.6] | | | | | | | | | | | | | | | | | | | | |

| Operating income | | | [removed: 2,538.7] [added: 1,767.7] | | | | | | [removed: 2,360.0] [added: 2,538.7] | | | | | | | | | | | | | | | | | | [removed: 178.7] [added: (771.0)] | | | | | | | | | | | | | | | | | | | | |

| Interest expense | | | [removed: (74.8)] [added: (62.3)] | | | | | | [removed: (94.9)] [added: (74.8)] | | | | | | | | | | | | | | | | | | [removed: 20.1] [added: 12.5] | | | | | | | | | | | | | | | | | | | | |

| Interest income | | | [removed: 93.1] [added: 111.4] | | | | | | [removed: 15.5] [added: 93.1] | | | | | | | | | | | | | | | | | | [removed: 77.6] [added: 18.3] | | | | | | | | | | | | | | | | | | | | |

| Loss on debt refinancing and prepayment | | | [removed: (13.3)] [added: —] | | | | | | [removed: (7.1)] [added: (13.3)] | | | | | | | | | | | | | | | | | | [removed: (6.2)] [added: 13.3] | | | | | | | | | | | | | | | | | | | | |

| [removed: Gain (loss)] [added: Loss] on divestiture of businesses | | | [removed: (0.7)] [added: —] | | | | | | [removed: 67.0] [added: (0.7)] | | | | | | | | | | | | | | | | | | [removed: (67.7)] [added: 0.7] | | | | | | | | | | | | | | | | | | | | |

| Other income (expense), net | | | [removed: (7.2)] [added: 20.6] | | | | | | [removed: 21.7] [added: (7.2)] | | | | | | | | | | | | | | | | | | [removed: (28.9)] [added: 27.8] | | | | | | | | | | | | | | | | | | | | |

| Other income (expense), net | | | [removed: (2.9)] [added: 69.7] | | | | | | [removed: 2.2] [added: (2.9)] | | | | | | | | | | | | | | | | | | [removed: (5.1)] [added: 72.6] | | | | | | | | | | | | | | | | | | | | |

| Income before income taxes | | | [removed: 2,535.8] [added: 1,837.4] | | | | | | [removed: 2,362.2] [added: 2,535.8] | | | | | | | | | | | | | | | | | | [removed: 173.6] [added: (698.4)] | | | | | | | | | | | | | | | | | | | | |

| Income tax provision | | | [removed: (350.2)] [added: (262.8)] | | | | | | [removed: (458.4)] [added: (350.2)] | | | | | | | | | | | | | | | | | | [removed: 108.2] [added: 87.4] | | | | | | | | | | | | | | | | | | | | |

| Net income | | | [removed: 2,185.6] [added: 1,574.6] | | | | | | [removed: 1,903.8] [added: 2,185.6] | | | | | | | | | | | | | | | | | | [removed: 281.8] [added: (611.0)] | | | | | | | | | | | | | | | | | | | | |

| Less: Net income attributable to non-controlling interest | | | [removed: (1.9)] [added: (1.8)] | | | | | | [removed: (1.6)] [added: (1.9)] | | | | | | | | | | | | | | | | | | [removed: (0.3)] [added: 0.1] | | | | | | | | | | | | | | | | | | | | |

| Net income attributable to ON Semiconductor Corporation | | | $ | [removed: 2,183.7] [added: 1,572.8] | | | | | $ | [removed: 1,902.2] [added: 2,183.7] | | | | | | | | | | | | | | | | | $ | [removed: 281.5] [added: (610.9)] | | | | | | | | | | | | | | | | | | | |

Revenue was [removed: $8,253.0] [added: $7,082.3] million and [removed: $8,326.2] [added: $8,253.0] million for [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

There [removed: were] [added: was] no [removed: customers] [added: customer] whose revenue exceeded 10% [removed: or more] of total revenue for the year ended December 31, 2023.

| | | | [removed: 2023] [added: 2024] | | | | | | As a % [removed: of Revenue (1)] [added: of Revenue (1)] | | | | | | [removed: 2022] [added: 2023] | | | | | | As a % [removed: of Revenue (1)] [added: of Revenue (1)] | | | | | | | | | | | | [added: | | |]

| Total [removed: revenue] [added: Revenue] | | | $ | [removed: 8,253.0] [added: 7,082.3] | | | | | | | | | | | $ | [removed: 8,326.2] [added: 8,253.0] | | | | | | | | | | | | | | | | | [added: | | |]

Revenue from PSG [removed: increased] [added: decreased] by [removed: $240.8] [added: $532.2] million, or approximately [removed: 5.7%,] [added: 13.7%,] during [removed: 2023] [added: 2024] compared to [removed: 2022.][added: 2023.]

The decrease in our operating results was primarily due to decreased demand in our automotive and industrial end-markets resulting in lower sales volumes and the corresponding underutilization of our manufacturing facilities.

During 2024, the semiconductor industry continued to experience a softening demand and uncertainty due to macroeconomic factors and the geopolitical environment.

| Revenue | | | $ | 7,082.3 | | | | | $ | 8,253.0 | | | | | | | | | | | | | | | | | $ | (1,170.7) | | | | | | | | | | | | | | | | | | | |

The following table summarizes certain information relating to our segment results (in millions):

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

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

| | | | 2024 | | | | | | As a % of Total | | | | | | 2023 (1) | | | | | | As a % of Total | | | | | | Dollar Change | | |

| Revenue: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| PSG | | | $ | 3,348.2 | | | | | 47.3 | | % | | | | $ | 3,880.4 | | | | | 47.0 | | % | | | | $ | (532.2) | |

| AMG | | | 2,609.1 | | | | | | 36.8 | | % | | | | 3,057.1 | | | | | | 37.0 | | % | | | | (448.0) | | |

| ISG | | | 1,125.0 | | | | | | 15.9 | | % | | | | 1,315.5 | | | | | | 16.0 | | % | | | | (190.5) | | |

| Total | | | $ | 7,082.3 | | | | | 100.0 | | % | | | | $ | 8,253.0 | | | | | 100.0 | | % | | | | $ | (1,170.7) | |

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

| Cost of revenue: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| PSG | | | $ | 1,963.8 | | | | | 50.8 | | % | | | | $ | 2,058.5 | | | | | 47.1 | | % | | | | $ | (94.7) | |

| AMG | | | 1,302.8 | | | | | | 33.7 | | % | | | | 1,635.8 | | | | | | 37.4 | | % | | | | (333.0) | | |

| ISG | | | 599.6 | | | | | | 15.5 | | % | | | | 675.2 | | | | | | 15.5 | | % | | | | (75.6) | | |

| Total | | | $ | 3,866.2 | | | | | 100.0 | | % | | | | $ | 4,369.5 | | | | | 100.0 | | % | | | | $ | (503.3) | |

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

| Gross profit: (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| PSG | | | $ | 1,384.4 | | | | | 41.3 | | % | | | | $ | 1,821.9 | | | | | 47.0 | | % | | | | $ | (437.5) | |

| AMG | | | 1,306.3 | | | | | | 50.1 | | % | | | | 1,421.3 | | | | | | 46.5 | | % | | | | (115.0) | | |

| ISG | | | 525.4 | | | | | | 46.7 | | % | | | | 640.3 | | | | | | 48.7 | | % | | | | (114.9) | | |

| Total | | | $ | 3,216.1 | | | | | 45.4 | | % | | | | $ | 3,883.5 | | | | | 47.1 | | % | | | | $ | (667.4) | |

(1)During the first quarter of 2024, the Company reorganized certain reporting units and its segment reporting structure.

As a result of the reorganization of divisions within PSG and AMG, the prior-period amounts have been reclassified to conform to current-period presentation.

(2)Gross profit margin as a percent of respective segment revenue balances

The decrease from 2023 to 2024 of $1,170.7 million, or 14.2%, was attributable to lower sales volumes across all segments, which are further explained below.

We had one customer, a distributor, whose revenue accounted for approximately 10% of our total revenue for the year ended December 31, 2024.

Revenue from our Multi-Market Power Division, Industrial Power Division and Automotive Power Division decreased by $250.8 million, $162.2 million and $119.1 million, respectively, primarily driven by a decrease in demand in the automotive and industrial end-markets.

Revenue from AMG decreased by $448.0 million, or approximately 14.7%, during 2024 compared to 2023.

Revenue from our Power Management Division, Sensor Interface Division and Integrated Circuit Division decreased by $269.1 million, $101.5 million and $77.4 million, respectively, also due to the decrease in demand in the automotive and industrial end-markets.

This was primarily due to the decline in sales volume in both our existing products and new products which negatively impacted gross profit by approximately $630 million and $122 million, respectively.

This was partially offset by a reduction in the lower-margin manufacturing services revenue at our EFK location which favorably impacted gross profit by approximately $85 million.

PSG gross profit decreased by $437.4 million, primarily driven by the decline in sales volume in both existing products and new products which negatively impacted gross profit by approximately $316 million and $121 million, respectively.

PSG gross margin decreased by 5.6 percentage points to 41.3% from 47.0%, primarily as a result of the decline in volume, underutilization of our manufacturing facilities, and the related impact of unfavorable product mix.

AMG gross profit decreased by $115.1 million, primarily driven by the decline in sales volume from existing products, which negatively impacted gross profit by approximately $200 million, partially offset by improved gross profit of approximately $85 million from the lower-margin manufacturing services at our EFK location.

AMG gross margin increased by 3.6 percentage points to 50.1% from 46.5%, primarily due to the reduction in the lower-margin manufacturing services revenue at our EFK location.

ISG gross profit decreased by $114.9 million, primarily driven by the decline in sales volume from existing products.

ISG gross margin decreased 2.0 percentage points to 46.7% from 48.7%, primarily driven by lower sales volumes and the related impact of the underutilization of our manufacturing facilities, along with unfavorable changes in product mix.

The increases in our operating income and net income were primarily due to goodwill and intangible asset impairment charges related to our QCS wind down in 2022 amounting to $386.8 million, which did not reoccur in 2023.

During 2023, the semiconductor industry experienced a slow down due to softening demand.

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

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

| Revenue | | | $ | 8,253.0 | | | | | $ | 8,326.2 | | | | | | | | | | | | | | | | | $ | (73.2) | | | | | | | | | | | | | | | | | | | |

| Goodwill and intangible asset impairment | | | — | | | | | | 386.8 | | | | | | | | | | | | | | | | | | (386.8) | | | | | | | | | | | | | | | | | | | | |

The decrease from 2022 to 2023 of $73.2 million, or 0.9%, was attributable to a 12.4% decrease in revenue in ASG, partially offset by a 5.7% and 3.0% increase in revenue in PSG and ISG, respectively, which are further explained below.

Revenue by operating and reportable segments was as follows (dollars in millions):

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

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

| PSG | | | $ | 4,449.0 | | | | | 53.9 | | % | | | | $ | 4,208.2 | | | | | 50.5 | | % | | | | | | | | | |

| ASG | | | 2,488.5 | | | | | | 30.2 | | % | | | | 2,841.3 | | | | | | 34.1 | | % | | | | | | | | | |

| ISG | | | 1,315.5 | | | | | | 15.9 | | % | | | | 1,276.7 | | | | | | 15.3 | | % | | | | | | | | | |

_______________________

(1)Certain of the amounts may not total due to rounding of individual amounts.

The revenue from our Advanced Power Division increased by $527.9 million, offset by a decrease of $287.1 million in our Integrated Circuits, Protection and Signal Division.

This increase was primarily driven by our continued ramp up in SiC and other power automotive solutions, while the decrease was primarily driven by planned customer product exits and reduced demand driven by lower end-market requirements for these products.

Revenue from ISG increased by $38.8 million, or approximately 3.0%, during 2023 compared to 2022, which was largely driven by an increase in revenue from our Automotive Sensing Division of $117.4 million primarily due to the reallocation of internal capacity to products yielding higher average selling prices.

This was partially offset by a decrease of $78.7 million in our Industrial and Consumer Solutions Division due to capacity reallocation and planned product exits.

| | | | 2023 | | | | | | As a % of Revenue (1) | | | | | | 2022 | | | | | | As a % of Revenue (1) | | | | | | | | | | | | | | |

| Total Revenue | | | $ | 8,253.0 | | | | | | | | | | | $ | 8,326.2 | | | | | | | | | | | | | | | | | | | |

For the overall Company, the decline in existing product revenue negatively impacted gross profit by approximately $400 million, and higher manufacturing costs at our EFK location, which include start up and ramp up costs, along with an unfavorable impact from our foundry business, negatively impacted gross profit by approximately $160 million.

This decrease was partially offset by the gross profit of approximately $320 million from new product sales.

Our gross profit and gross margin percentages by operating and reportable segment were as follows (dollars in millions):

| | | | 2023 | | | | | | | | | As a % of Segment Revenue (1) | | | | | | | | | | | | 2022 | | | | | | | | | As a % of Segment Revenue (1) | | | | | | | | | | | | | | |

| PSG | | | $ | 2,111.3 | | | | | | | | 47.5 | | % | | | | | | | | | | $ | 1,994.3 | | | | | | | | 47.4 | | % | | | | | | | | | | | | |

| ASG | | | 1,131.9 | | | | | | | | | 45.5 | | % | | | | | | | | | | 1,474.5 | | | | | | | | | 51.9 | | % | | | | | | | | | | | | |

| ISG | | | 640.3 | | | | | | | | | 48.7 | | % | | | | | | | | | | 608.4 | | | | | | | | | 47.7 | | % | | | | | | | | | | | | |

| Total gross profit | | | $ | 3,883.5 | | | | | | | | 47.1 | | % | | | | | | | | | | $ | 4,077.2 | | | | | | | | 49.0 | | % | | | | | | | | | | | | |

Explanation for the increase or decrease in gross profit amounts and gross margin percentages for the year ended December 31, 2023, compared to the year ended December 31, 2022 is provided below:

PSG gross profit and gross margin increased by $117 million and 0.1%, respectively, primarily driven by increased revenue from new product sales, which contributed approximately $320 million, and was partially offset by the impact of the decrease in revenue from existing products amounting to approximately $180 million.

ASG gross profit and gross margin decreased by $342.6 million and 6.4%, respectively, primarily driven by the decline in existing product revenue which impacted gross profit by approximately $250 million, as well as the higher manufacturing costs at our EFK location, which includes the unfavorable impact of our foundry business of approximately $120 million.

ISG gross profit and gross margin increased by $31.9 million and 1%, respectively, primarily driven by increased revenue in existing products due to favorable pricing and product mix.

The decrease was primarily due to a reduction in variable compensation expense, partially offset by an increase in new product development costs.

The decrease was due to the impairment of intangible assets associated with the QCS wind down during 2022, and a reduction in amortization expense as certain intangible assets became fully amortized.

representing an increase of $57.0 million.

*Goodwill and Intangible Asset Impairment*

Goodwill and intangible asset impairment charges were zero and $386.8 million for 2023 and 2022, respectively.

During 2022, we recorded goodwill impairment charges of $330.0 million and intangible asset impairment charges of $56.8 million related to the QCS wind down.

The decrease was primarily due to the repayment of the balance under the Term Loan "B" Facility, which was repaid with proceeds from the 0.50% Notes.

As of December 31, [removed: 2023,] [added: 2024,] our gross long-term debt [removed: (including current maturities)] totaled $3,379.9 million.

We do have interest rate exposure with respect to our Revolving Credit Facility, which had a $375.0 million balance as of December 31, [removed: 2023.][added: 2024.]

We estimate a [removed: 50 basis] [added: 50-basis] point increase in interest rates would impact our expected annual interest expense for the next 12 months by approximately $1.9 million.

The notional amount of foreign exchange contracts at December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] was [removed: $262.2] [added: $256.8] million and [removed: $272.0] [added: $262.2] million, respectively.

For example, we determined that based on a hypothetical weighted-average change of 10% in currency exchange rates, our operating income would have impacted our income before taxes by approximately [removed: $125.8] [added: $110.6] million for the year ended December 31, [removed: 2023,] [added: 2024,] assuming no offsetting hedge position or correlated activities.

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

As of December 31, [removed: 2023,] [added: 2024,] we were organized into [removed: the following] three operating and reportable segments: the Power Solutions Group ("PSG"), the [removed: Advanced Solutions] [added: Analog and Mixed-Signal] Group [removed: ("ASG")] [added: ("AMG")] and the Intelligent Sensing Group ("ISG").

Our primary focus continues to be on [removed: profitable] revenue [removed: and operating income] growth [added: with stable gross margin] by capturing high-growth megatrends in our focused end-markets of automotive and industrial infrastructure.

We [removed: are designing] [added: design] products in highly-differentiated markets focused on customer needs while optimizing [added: and right-sizing] our manufacturing footprint to support growth [added: with new product development] and maintain gross margins through [removed: efficiencies and new product development.][added: efficiencies.]

We are focused on achieving efficiencies in our operating and capital expenditures, capital allocation on research and development investments and resources to accelerate growth in high-margin [removed: products and end-markets.][added: products.]

[removed: *Business] [added: *2024 Business] Realignment*

During 2023, we realigned our operating models in [removed: ASG,] [added: AMG (formerly "ASG"),] Corporate information technology ("IT") organization and certain manufacturing locations in order to streamline our operations, achieve organizational efficiencies and consolidate resources into fewer, common sites across the world to align with the next phase of our multi-year "Fab Right" manufacturing strategy.

Under [removed: these business realignment efforts,] [added: this plan,] approximately 1,900 employees were notified of their employment termination.

We incurred severance [added: costs] and related charges of approximately $59.1 million related to these actions in 2023.

2023 [removed: Financing activities][added: Activities]

On February 28, 2023, we completed the offering of $1.5 billion aggregate principal amount of our 0.50% Notes and utilized the net proceeds along with cash generated from operations [removed: to] (i) [added: to] repay $1,086.0 million of the outstanding indebtedness under the Term Loan “B” Facility and the related transaction fees and expenses, (ii) [added: to] pay $171.5 million net cost of the related convertible note hedges after such costs were offset by the proceeds from the sale of warrants, and (iii) for general corporate purposes.

[removed: *New Credit] [added: *Credit] Agreement*

On June 22, 2023, we entered into [removed: the New] [added: a new] Credit Agreement to replace the Revolver due 2024, which was [removed: maturing] [added: set to mature] on June 28, 2024.

Under the previously executed bond hedge agreements, we also repurchased an equivalent number of shares of our common [removed: stock] [added: stock,] for no additional consideration, to effectively offset the issuance of shares.

See Note 7: ''Restructuring, Asset Impairments and Other Charges, net'' [removed: and Note 9: ''Long-Term Debt''] in the notes to our audited consolidated financial statements included elsewhere in this Form 10-K for additional [removed: information related to our restructuring efforts and financing activities.][added: information.]

[removed: Acquisitions and Divestitures during 2021] [added: 2022 Acquisitions] and [removed: 2022][added: Divestitures]

On December 31, 2022, we completed the acquisition of [removed: the manufacturing facility at] EFK along with certain other assets and liabilities from GLOBALFOUNDRIES U.S. Inc. ("GFUS") for total consideration of $406.3 million.

During 2022, in line with our [removed: business] [added: "Fab Right"] strategy, we divested four wafer manufacturing facilities in Oudenaarde, Belgium, South Portland, Maine, Pocatello, Idaho and Niigata, Japan.

onsemi generates revenue [added: primarily] from the sale of semiconductor products to distributors and direct customers.

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

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

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

| | | | [removed: Discrete] [added: MOSFET] products | | | | | | [removed: ECL] [added: Logic and Isolation] products | | | | | | Image Signal Processors | | | | | |

| | | | [removed: Isolation products] | | | | | | LSI products | | | | | | | | | | | |

| | | | [removed: Gate Driver products] | | | | | | [added: Gate Driver products] | | | | | | [added: Indirect Time of Flight sensors] | | | | | |

See Note 3: [removed: ''Revenue] [added: ''Segments] and [removed: Segment Information''] [added: Revenue''] in the notes to our audited consolidated financial statements included [added: elsewhere in this Form 10-K for additional information regarding the segment reorganization.]

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

PSG offers a wide array of [removed: analog,] discrete, module and integrated semiconductor products that perform multiple application functions, including power switching, [removed: power conversion,] signal conditioning, [removed: circuit protection, signal amplification] and [removed: voltage regulation functions.][added: circuit protection.]

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

[removed: ASG] [added: AMG] designs and develops analog, mixed-signal, Power Management [removed: ICs and] [added: ICs,] Sensor Interface [added: devices, Power Conversion, Signal Chain, and Voltage Regulation] devices for a broad base of end-users in the [removed: Automotive, Industrial, Compute] [added: automotive, industrial, computing] and [removed: Mobile] [added: mobile] end-markets.

[removed: ASG] [added: AMG] offers technology that provides our customers system-level [removed: differentiation] [added: differentiation,] such as multi-phase controllers, gate drivers, DC-DC converters, AC-DC converters, ultrasonic sensors, inductive sensors, audiology digital signal processors, analog front ends, Bluetooth Low Energy, wired [removed: connectivity] [added: connectivity, Amplifiers, LDOs, Logic, EEPROMs, Isolation] and more.

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

In general, we have maintained long-term relationships with our key [removed: customers] [added: customers,] and our sales agreements are renewable periodically and contain certain terms and conditions with respect to payment, delivery, warranty and supply.

[removed: Certain of our agreements,] [added: These agreements are] subject to our standard terms and conditions, [removed: have] [added: and generally include minimum purchase commitments and] provisions allowing for renegotiation upon mutual agreement.

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

Sales to distributors accounted for approximately [added: 53%,] 52% [removed: of our revenue in 2023,] [added: and] 58% of our revenue in [removed: 2022] [added: 2024, 2023] and [removed: 64% of our revenue in 2021.][added: 2022, respectively.]

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

Our distributors resell our products to OEMs, contract [added: manufacturers, and other end-customers.]

Sales to direct [removed: customers,] [added: customers] accounted for approximately [added: 47%,] 48% [removed: of our revenue in 2023,] [added: and] 42% of our revenue in [removed: 2022] [added: 2024, 2023] and [removed: 36% of our revenue in 2021.][added: 2022, respectively.]

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

We are utilizing our extensive range of power technologies to help address the growing power demands of AI and data centers.

During the first quarter of 2024, we reorganized the existing divisions within certain of our operating and reportable segments and renamed the Advanced Solutions Group ("ASG") reportable segment to AMG.

2025 Acquisition

On January 14, 2025, we completed the previously announced acquisition of the Silicon Carbide Junction Field-Effect Transistor ("SiC JFET") technology business from Qorvo US, Inc., and certain of its subsidiaries, for $118.8 million in cash, subject to working capital adjustments.

We believe the acquisition complements our EliteSiC power portfolio within the PSG reportable segment and enables us to help address the need for high energy efficiency and power density in the AC-DC stage in power supply units for AI data centers.

2024 Activities

In an effort to streamline resources, drive organizational efficiencies, consolidate our global corporate footprint, and align with our "Fab Right" manufacturing strategy, we continued our business realignment efforts during 2024.

Under this plan, approximately 1,200 employees were notified of their employment termination and around 300 additional employees were reassigned or asked to relocate to another site.

During the year ended December 31, 2024, we recorded severance costs, asset impairments and other related charges of approximately $75.7 million, $37.8 million and $16.3 million, respectively.

We continue to evaluate employee positions and locations for

potential operating improvements and efficiencies.

*Share Repurchases*

During the year ended December 31, 2024, we repurchased approximately 9.1 million shares of our common stock for an aggregate purchase price of approximately $650 million, which excludes fees, commissions and excise taxes.

See Note 10: ''Earnings Per Share and Equity'' in the notes to our audited consolidated financial statements included elsewhere in this Form 10-K for additional information.

*2023 Business Realignment*

See Note 7: ''Restructuring, Asset Impairments and Other Charges, net'' in the notes to our audited consolidated financial statements included elsewhere in this Form 10-K for additional information.

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

In 2025, we expect to include SiC JFET in our product portfolio within the PSG segment.

| 2024 Revenue (%) | | | 47% | | | | | | 37% | | | | | | 16% | | | | | |

| | | | Power Module products | | | | | | Non-Volatile Memory products | | | | | | Single Photon Detectors | | | | | |

| | | | | | | | | | Foundry products/services | | | | | | Short-Wavelength Infrared products | | | | | |

Enhancement of the current electrical infrastructure driven by demand for green energy, electrification of powertrains in EVs and HEVs, and increased power demands from AI drive demand for onsemi’s highly efficient power switching products.

*AMG*

During 2024, certain long-term supply agreements with strategic end-customers were modified upon mutual agreement.

We had one distributor whose revenue accounted for approximately 10% of the total revenue for the year ended December 31, 2024.

- addressing the need for solutions to manage and optimize the growing power demands and distribution within AI data centers;

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

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

| 2024 Revenue (%) | | | 55% | | | | | | 25% | | | | | | | | | | | | | | | 20% | | | | | | | | |

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

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

New products and package innovation that enable enhanced performance over existing portfolios drive competition.

PSG’s primary competitors include:

*AMG*

capacity in 2025.

We believe the duration of our IP rights is adequate to protect our products and processes.

We are currently experiencing fluctuations in our operating results due to general industry and macroeconomic conditions as well as within the semiconductor industry.

could impact our operations.

We have a goal to achieve net zero emissions by 2040, supported by our climate change policy, which highlights the focus areas for climate change-related actions.

In 2024, our near-term greenhouse gas emissions targets were validated by the Science Based Targets initiative.

During the year, we ramped up manufacturing at our EFK location, as well as expanded our capacity in Hudson, New Hampshire, Roznov, the Czech Republic, and Bucheon, South Korea to increase our SiC manufacturing capabilities to meet the growing demand for our SiC-based solutions.

As of December 31, 2023, we had approximately $1.1 billion available under the Revolving Credit Facility for future borrowings.

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

The purchase price for the acquisition was $434.9 million, which included cash consideration of $424.6 million and effective settlement of pre-acquisition balances (non-cash) of approximately $10.0 million, in exchange for all of the outstanding equity interests of GTAT.

| 2023 Revenue (%) | | | 54% | | | | | | 30% | | | | | | 16% | | | | | |

| | | | MOSFET products | | | | | | Foundry products / services | | | | | | Single Photon Detectors | | | | | |

| | | | Power Module products | | | | | | Gate Driver products | | | | | | | | | | | |

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

| | | | 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 high-power semiconductor solutions.

*ASG*

During 2023, we continued to enter into long-term supply agreements with certain strategic end-customers, which generally include minimum purchase commitments or amended existing terms based on mutual agreements.

manufacturers, and other end-customers.

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

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

| 2023 Revenue (%) | | | 52% | | | 28% | | | | | | | | | | | | 20% | | | | | | | | |

The principal methods of competition in our discrete, module and integrated semiconductor products are through new products and package innovations enabling enhanced performance over existing products.

Competitors for

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

| *Other Facilities:* | | | | | | | | | | | | | | |

| Rožnov pod Radhoštěm, the Czech Republic | | | | | | ASG, ISG and PSG | | | | | | 11,873 | | |

| Thuan An District, Vietnam (3) | | | | | | ASG and PSG | | | | | | 30,494 | | |

_______________________

As of December 31, 2023, we held patents with expiration dates ranging from 2024 to 2043.

However, we could again experience period-to-period fluctuations in operating results due to general industry or macroeconomic conditions.

lead to material costs, and such costs may have a material adverse effect on our future business or prospects.

In 2022, onsemi affirmed its climate change policy, highlighting the focus areas for its climate change-related actions.

All of these employees are located at our Mountain Top, Pennsylvania manufacturing facility.

*Diversity, Equity and Inclusion*

We have organization-level and overall metrics to monitor for diverse director-level and above employees, diverse new hires and diverse promotions.

Our Human Resources organization and the Human Capital and Compensation Committee of the Board of Directors, through its charter, provides oversight of our policies, programs and initiatives focusing on workflow equity and workplace inclusion.

We

| Ross F. Jatou | | | | | | 54 | | | | | | Senior Vice President and General Manager, ISG | | |

| Sudhir Gopalswamy | | | | | | 54 | | | | | | Senior Vice President and General Manager, ASG | | |

Mr. Trent has held several leadership roles throughout his career.

*Ross F.

Jatou.* Mr. Jatou joined onsemi in 2015 as the Vice President and General Manager of the Automotive Solutions Division within our ISG division.

In October 2020, he was named Senior Vice President and General Manager, ISG of onsemi,

assuming leadership of both the divisions within ISG: the Automotive Sensing Division and the Industrial and Consumer Solutions Division.

Prior to onsemi, Mr. Jatou had an extensive career with NVIDIA Corporation of nearly 15 years, where he was the Vice President of Hardware Engineering.

See [added: "Legal Matters" under] Note 13: ''Commitments and Contingencies'' [removed: under the heading "Legal Matters"] in the notes to our audited consolidated financial statements included elsewhere in this Form 10-K for a description of [added: legal proceedings and related matters.]

legal proceedings and related matters.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was [removed: $40,710,818,329] [added: $29,264,164,935] as of June [removed: 30, 2023,] [added: 28, 2024,] 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 [removed: January 31, 2024] [added: February 5, 2025] was [removed: 427,328,652.][added: 421,421,127.]

Portions of the registrant's Definitive Proxy Statement relating to its [removed: 2024] [added: 2025] 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: 2023,] [added: 2024,] are incorporated by reference into Part III of this Form [removed: 10-K.][added: 10-K where indicated.]

| [added: Part I] | | | [removed: Part I] | | | | | |

| [removed: *Item 1.*] [added: [Item 1.](#iab01253623b94088bf6722655350bfeb_16)] | | | [removed: Business] [added: [Business](#iab01253623b94088bf6722655350bfeb_16)] | | | [removed: [5](#i355d5438e9c94e47b7087167c6b43520_16)] [added: [5](#iab01253623b94088bf6722655350bfeb_16)] | | |

| | | | [removed: Revenue] [added: [Revenue] Generating [removed: Activities] [added: Activities](#iab01253623b94088bf6722655350bfeb_22)] | | | [removed: [6](#i355d5438e9c94e47b7087167c6b43520_22)] [added: [7](#iab01253623b94088bf6722655350bfeb_22)] | | |

| | | | [removed: Government Regulation] [added: [Government Regulation](#iab01253623b94088bf6722655350bfeb_34)] | | | [removed: [12](#i355d5438e9c94e47b7087167c6b43520_34)] [added: [12](#iab01253623b94088bf6722655350bfeb_34)] | | |

| | | | [removed: Environmental,] [added: [Environmental,] Social and Governance [removed: Initiatives] [added: Initiatives](#iab01253623b94088bf6722655350bfeb_37)] | | | [removed: [13](#i355d5438e9c94e47b7087167c6b43520_37)] [added: [13](#iab01253623b94088bf6722655350bfeb_37)] | | |

| | | | [removed: Human] [added: [Human] Capital [removed: Resources] [added: Resources](#iab01253623b94088bf6722655350bfeb_40)] | | | [removed: [13](#i355d5438e9c94e47b7087167c6b43520_40)] [added: [13](#iab01253623b94088bf6722655350bfeb_40)] | | |

| | | | [removed: Information] [added: [Information] about Our Executive [removed: Officers] [added: Officers](#iab01253623b94088bf6722655350bfeb_43)] | | | [removed: [14](#i355d5438e9c94e47b7087167c6b43520_43)] [added: [14](#iab01253623b94088bf6722655350bfeb_43)] | | |

| | | | [removed: Available Information] [added: [Available Information](#iab01253623b94088bf6722655350bfeb_46)] | | | [removed: [15](#i355d5438e9c94e47b7087167c6b43520_46)] [added: [15](#iab01253623b94088bf6722655350bfeb_46)] | | |

| [removed: *Item 1A.*] [added: [Item 1A.](#iab01253623b94088bf6722655350bfeb_49)] | | | [removed: Risk Factors] [added: [Risk Factors](#iab01253623b94088bf6722655350bfeb_49)] | | | [removed: [15](#i355d5438e9c94e47b7087167c6b43520_49)] [added: [16](#iab01253623b94088bf6722655350bfeb_49)] | | |

| [removed: *Item 1B.*] [added: [Item 1B.](#iab01253623b94088bf6722655350bfeb_52)] | | | [removed: Unresolved] [added: [Unresolved] Staff [removed: Comments] [added: Comments](#iab01253623b94088bf6722655350bfeb_52)] | | | [removed: [28](#i355d5438e9c94e47b7087167c6b43520_52)] [added: [29](#iab01253623b94088bf6722655350bfeb_52)] | | |

| [removed: *Item 1C.*] [added: [Item 1C.](#iab01253623b94088bf6722655350bfeb_55)] | | | [removed: Cybersecurity] [added: [Cybersecurity](#iab01253623b94088bf6722655350bfeb_55)] | | | [removed: [28](#i355d5438e9c94e47b7087167c6b43520_2180)] [added: [29](#iab01253623b94088bf6722655350bfeb_55)] | | |

| [removed: *Item 2.*] [added: [Item 2.](#iab01253623b94088bf6722655350bfeb_58)] | | | [removed: Properties] [added: [Properties](#iab01253623b94088bf6722655350bfeb_58)] | | | [removed: [30](#i355d5438e9c94e47b7087167c6b43520_55)] [added: [31](#iab01253623b94088bf6722655350bfeb_58)] | | |

| [removed: *Item 3.*] [added: [Item 3.](#iab01253623b94088bf6722655350bfeb_61)] | | | [removed: Legal Proceedings] [added: [Legal Proceedings](#iab01253623b94088bf6722655350bfeb_61)] | | | [removed: [30](#i355d5438e9c94e47b7087167c6b43520_58)] [added: [32](#iab01253623b94088bf6722655350bfeb_61)] | | |

| [removed: *Item 4.*] [added: [Item 4.](#iab01253623b94088bf6722655350bfeb_64)] | | | [removed: Mine] [added: [Mine] Safety [removed: Disclosure] [added: Disclosure](#iab01253623b94088bf6722655350bfeb_64)] | | | [removed: [31](#i355d5438e9c94e47b7087167c6b43520_61)] [added: [32](#iab01253623b94088bf6722655350bfeb_64)] | | |

| [added: Part II] | | | [removed: Part II] | | | | | |

| [removed: *Item 5.*] [added: [Item 5.](#iab01253623b94088bf6722655350bfeb_70)] | | | [removed: Market] [added: [Market] for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities] [added: Securities](#iab01253623b94088bf6722655350bfeb_70)] | | | [removed: [31](#i355d5438e9c94e47b7087167c6b43520_67)] [added: [32](#iab01253623b94088bf6722655350bfeb_70)] | | |

| [removed: *Item 6.*] [added: [Item 6.](#iab01253623b94088bf6722655350bfeb_73)] | | | [removed: \[Reserved\]] [added: [\[Reserved\]](#iab01253623b94088bf6722655350bfeb_73)] | | | [removed: [32](#i355d5438e9c94e47b7087167c6b43520_70)] [added: [33](#iab01253623b94088bf6722655350bfeb_73)] | | |

| [removed: *Item 7.*] [added: [Item 7.](#iab01253623b94088bf6722655350bfeb_76)] | | | [removed: Management's] [added: [Management's] Discussion and Analysis of Financial Condition and Results of [removed: Operations] [added: Operations](#iab01253623b94088bf6722655350bfeb_76)] | | | [removed: [32](#i355d5438e9c94e47b7087167c6b43520_73)] [added: [33](#iab01253623b94088bf6722655350bfeb_76)] | | |

| [removed: *Item 7A.*] [added: [Item 7A.](#iab01253623b94088bf6722655350bfeb_97)] | | | [removed: Quantitative] [added: [Quantitative] and Qualitative Disclosures about Market [removed: Risk] [added: Risk](#iab01253623b94088bf6722655350bfeb_97)] | | | [removed: [43](#i355d5438e9c94e47b7087167c6b43520_94)] [added: [43](#iab01253623b94088bf6722655350bfeb_97)] | | |

| [removed: *Item 8.*] [added: [Item 8.](#iab01253623b94088bf6722655350bfeb_100)] | | | [removed: Financial] [added: [Financial] Statements and Supplementary [removed: Data] [added: Data](#iab01253623b94088bf6722655350bfeb_100)] | | | [removed: [43](#i355d5438e9c94e47b7087167c6b43520_97)] [added: [44](#iab01253623b94088bf6722655350bfeb_100)] | | |

| [removed: *Item 9.*] [added: [Item 9.](#iab01253623b94088bf6722655350bfeb_103)] | | | [removed: Changes] [added: [Changes] in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure] [added: Disclosure](#iab01253623b94088bf6722655350bfeb_103)] | | | [removed: [44](#i355d5438e9c94e47b7087167c6b43520_100)] [added: [44](#iab01253623b94088bf6722655350bfeb_103)] | | |

| [removed: *Item 9A.*] [added: [Item 9A](#iab01253623b94088bf6722655350bfeb_106).] | | | [removed: Controls] [added: [Controls] and [removed: Procedures] [added: Procedures](#iab01253623b94088bf6722655350bfeb_106)] | | | [removed: [44](#i355d5438e9c94e47b7087167c6b43520_103)] [added: [44](#iab01253623b94088bf6722655350bfeb_106)] | | |

| [removed: *Item 9B.*] [added: [Item 9B.](#iab01253623b94088bf6722655350bfeb_112)] | | | [removed: Other Information] [added: [Other Information](#iab01253623b94088bf6722655350bfeb_109)] | | | [removed: [44](#i355d5438e9c94e47b7087167c6b43520_106)] [added: [45](#iab01253623b94088bf6722655350bfeb_109)] | | |

| [removed: *Item 9C.*] [added: [Item 9C.](#iab01253623b94088bf6722655350bfeb_115)] | | | [removed: Disclosure] [added: [Disclosure] Regarding Foreign Jurisdictions that Prevent [removed: Inspections] [added: Inspections](#iab01253623b94088bf6722655350bfeb_115)] | | | [removed: [45](#i355d5438e9c94e47b7087167c6b43520_109)] [added: [45](#iab01253623b94088bf6722655350bfeb_115)] | | |

| [added: Part III] | | | [removed: Part III] | | | | | |

| [removed: *Item 10.*] [added: [Item 10.](#iab01253623b94088bf6722655350bfeb_121)] | | | [removed: Directors,] [added: [Directors,] Executive Officers and Corporate [removed: Governance] [added: Governance](#iab01253623b94088bf6722655350bfeb_121)] | | | [removed: [45](#i355d5438e9c94e47b7087167c6b43520_115)] [added: [46](#iab01253623b94088bf6722655350bfeb_121)] | | |

| [removed: *Item 11.*] [added: [Item 11.](#iab01253623b94088bf6722655350bfeb_124)] | | | [removed: Executive Compensation] [added: [Executive Compensation](#iab01253623b94088bf6722655350bfeb_124)] | | | [removed: [45](#i355d5438e9c94e47b7087167c6b43520_118)] [added: [46](#iab01253623b94088bf6722655350bfeb_124)] | | |

| [removed: *Item 12.*] [added: [Item 12.](#iab01253623b94088bf6722655350bfeb_127)] | | | [removed: Security] [added: [Security] Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters] [added: Matters](#iab01253623b94088bf6722655350bfeb_127)] | | | [removed: [45](#i355d5438e9c94e47b7087167c6b43520_121)] [added: [46](#iab01253623b94088bf6722655350bfeb_127)] | | |

| [removed: *Item 13.*] [added: [Item 13.](#iab01253623b94088bf6722655350bfeb_130)] | | | [removed: Certain] [added: [Certain] Relationships and Related Transactions, and Director [removed: Independence] [added: Independence](#iab01253623b94088bf6722655350bfeb_130)] | | | [removed: [45](#i355d5438e9c94e47b7087167c6b43520_124)] [added: [46](#iab01253623b94088bf6722655350bfeb_130)] | | |

| [removed: *Item 14.*] [added: [Item 14.](#iab01253623b94088bf6722655350bfeb_133)] | | | [removed: Principal] [added: [Principal] Accountant Fees and [removed: Services] [added: Services](#iab01253623b94088bf6722655350bfeb_133)] | | | [removed: [45](#i355d5438e9c94e47b7087167c6b43520_127)] [added: [46](#iab01253623b94088bf6722655350bfeb_133)] | | |

| [added: Part IV] | | | [removed: Part IV] | | | | | |

| [removed: *Item 15.*] [added: [Item 15.](#iab01253623b94088bf6722655350bfeb_139)] | | | [removed: Exhibits] [added: [Exhibits] and Financial Statement [removed: Schedules] [added: Schedules](#iab01253623b94088bf6722655350bfeb_139)] | | | [removed: [45](#i355d5438e9c94e47b7087167c6b43520_133)] [added: [47](#iab01253623b94088bf6722655350bfeb_139)] | | |

| [removed: *Item 16.*] [added: [Item 16.](#iab01253623b94088bf6722655350bfeb_145)] | | | [removed: Form] [added: [Form] 10-K [removed: Summary] [added: Summary](#iab01253623b94088bf6722655350bfeb_145)] | | | [removed: [53](#i355d5438e9c94e47b7087167c6b43520_139)] [added: [51](#iab01253623b94088bf6722655350bfeb_145)] | | |

| [removed: LIBO Rate] [added: LIBOR] | | | | | | A base rate per annum equal to the London Interbank Offered Rate as administered by the Intercontinental Exchange Benchmark Administration | | |

| [removed: New] Credit Agreement | | | | | | Credit agreement, dated as of June 22, 2023, by and among the Company, as borrower, the several lenders party thereto, JP Morgan Chase Bank, N.A., as administrative agent, and certain other parties, providing for the Revolving Credit Facility | | |

| OEM | | | | | | Original equipment [removed: manufacturers] [added: manufacturer] | | |

| | | | [Overview](#iab01253623b94088bf6722655350bfeb_19) | | | [5](#iab01253623b94088bf6722655350bfeb_19) | | |

| | | | [Markets](#iab01253623b94088bf6722655350bfeb_25) | | | [8](#iab01253623b94088bf6722655350bfeb_25) | | |

| | | | [Resources](#iab01253623b94088bf6722655350bfeb_28) | | | [10](#iab01253623b94088bf6722655350bfeb_28) | | |

| | | | [Seasonality](#iab01253623b94088bf6722655350bfeb_31) | | | [12](#iab01253623b94088bf6722655350bfeb_31) | | |

| [Signatures](#iab01253623b94088bf6722655350bfeb_148) | | | | | | [52](#iab01253623b94088bf6722655350bfeb_148) | | |

| | | | | | | | | |

| | | | Overview | | | [5](#i355d5438e9c94e47b7087167c6b43520_19) | | |

| | | | Markets | | | [8](#i355d5438e9c94e47b7087167c6b43520_25) | | |

| | | | Resources | | | [10](#i355d5438e9c94e47b7087167c6b43520_28) | | |

| | | | Seasonality | | | [12](#i355d5438e9c94e47b7087167c6b43520_31) | | |

| Signatures | | | | | | [54](#i355d5438e9c94e47b7087167c6b43520_142) | | |

[removed: However, the] [added: The] ECS team works in partnership with other internal teams to coordinate efforts, priorities and oversight.

We sponsor a multi-faceted security awareness program that includes [removed: regular,] mandatory trainings for our personnel on data protection and malware detection, policy and process awareness, periodic phishing simulations and other kinds of preparedness testing.

As of December 31, [removed: 2023,] [added: 2024,] we have not identified any risks from cybersecurity threats (including any previous cybersecurity incidents) that have materially affected the Company, our business strategy, our results of operations or our financial condition.

For a discussion of risks from cybersecurity threats that could be reasonably likely to materially affect us, please see our Risk Factors discussion under the heading, “Trends, Risks and Uncertainties Related to Technology and Data Privacy” [removed: in this Form 10-K.][added: included]

[removed: Formerly known as our Information Security and Risk (“ISR”) team, the] [added: The] ECS team oversees compliance with our cybersecurity framework within the organization and facilitates cybersecurity risk management activities throughout the organization.

The ECS team also assists with the review and approval of policies, completes benchmarking against applicable standards, maintains a cyber risk [removed: registrar] [added: register] and oversees the security awareness program.

Our CISO has [removed: 24] [added: over 20] years of experience in leading global security functions and strategies.

elsewhere in this Form 10-K.

See [removed: "Business—Resources"] [added: "Business — Resources"] included elsewhere in this Form 10-K for information on properties used in our manufacturing operations.

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

See [removed: "Business-Resources"] [added: "Business — Resources" and "Business — Government Regulation"] included elsewhere in this Form 10-K for further details on our properties and [removed: "Business-Governmental Regulation" for further details on] environmental [removed: regulation of our properties.][added: regulation.]

As of [removed: January 31, 2024,] [added: February 5, 2025,] there were approximately [removed: 174] [added: 164] holders of record of our common stock and [removed: 427,328,652] [added: 421,421,127] 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 [removed: (SOX),] [added: ("SOX"),] and the Standard and Poor's 500 [removed: (S&P 500).][added: ("S&P 500").]

The comparison assumes $100 was invested on December 31, [removed: 2018] [added: 2019] in shares of our common stock and in each of the indices shown 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 [removed: the amount of shares we are permitted to buy back] [added: share repurchases] under the Share Repurchase Program (as defined below).

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 [removed: New] Credit Agreement) does not exceed 2.75 to 1.00.

[removed: Additionally, under a different provision, so long as no] default has occurred and is continuing or results therefrom, our [removed: New] 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 $350.0 million per year.

See Note 9: ''Long-Term Debt'' in the notes to the audited consolidated financial statements included elsewhere in this Form 10-K for further discussion of our [removed: New] Credit Agreement.

The following table provides information regarding repurchases of our common stock during the quarter ended December 31, [removed: 2023:][added: 2024:]

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

(1)The periods represent our fiscal month start and end dates for the fourth quarter of [removed: 2023.][added: 2024.]

[removed: (3)The] [added: (2)The] price per share is based on the fair market value at the time of tender, repurchase or exercise of outstanding put options, respectively.

[removed: (4)Represents] [added: (3)Represents] the authorized amount remaining under the Share Repurchase Program (as defined below) announced on February 6, 2023 to repurchase up to $3.0 billion of shares of our common stock through December 31, [removed: 2025.][added: 2025 (exclusive of fees, commissions and other expenses).]

The Share Repurchase Program, which does not require us to purchase any minimum amount of our common stock, [removed: has an aggregate limit of] [added: allows for repurchases up to] $3.0 billion from February 8, 2023 through December 31, 2025 (exclusive of fees, commissions and other expenses).

The repurchases under the Share Repurchase Program amounted to [removed: $564.0] [added: an aggregate purchase price of approximately $650] million during the year ended December 31, [removed: 2023.][added: 2024 (excluding fees, commissions and other expenses).]

There were [removed: $259.8] [added: approximately $564] million [added: in repurchases of common stock for the year ended December 31, 2023] and [removed: $0] [added: approximately $260 million] in repurchases of common stock under the previous share repurchase program during the [removed: years] [added: year] ended December 31, 2022 [added: (in each case excluding fees, commissions] and [removed: December 31, 2021, respectively.][added: other expenses).]

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

Holders of record are defined as those stockholders whose shares are registered in their names in our stock records and do not include beneficial owners of common stock whose shares are held in the names of brokers, dealers or clearing agencies.

Additionally, under a different provision, so long as no

| September 28, 2024 - October 25, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,986.0 | |

| October 26, 2024 - November 22, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,986.0 | | |

| November 23, 2024 - December 31, 2024 | | | | | | 3,000,140 | | | | | | 66.68 | | | | | | 3,000,140 | | | | | | 1,786.0 | | |

| Total | | | | | | 3,000,140 | | | | | | 66.68 | | | | | | 3,000,140 | | | | | | | | |

During January 2025, the Company acquired 1.6 million shares for $100.0 million under the Share Repurchase Program pursuant to a 10b5-1 trading arrangement.

| September 30, 2023 - October 27, 2023 | | | | | | 4,470,107 | | | | | | $ | 94.40 | | | | | — | | | | | | $ | 2,736.0 | |

| October 28, 2023 - November 24, 2023 | | | | | | 4,490,278 | | | | | | 66.83 | | | | | | 4,490,168 | | | | | | 2,436.0 | | |

| November 25, 2023 - December 31, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,436.0 | | |

| Total | | | | | | 8,960,385 | | | | | | 80.58 | | | | | | 4,490,168 | | | | | | | | |

_______________________

(2)Included above is an aggregate of 4,470,217 shares that were received pursuant to bond hedges for which no cash was exchanged.

The previous share repurchase program, which did not require us to purchase any particular amount of common stock expired on December 31, 2022, with approximately $1,036.0 million remaining unutilized.

| | | | | | |

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

| | | | Page | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB ID 238)](#iab01253623b94088bf6722655350bfeb_151) | | | [53](#iab01253623b94088bf6722655350bfeb_151) | | |

| Financial Statements: | | | | | |

| [Consolidated Balance Sheets](#iab01253623b94088bf6722655350bfeb_157) | | | [55](#iab01253623b94088bf6722655350bfeb_157) | | |

| [Consolidated Statements of Operations and Comprehensive Income](#iab01253623b94088bf6722655350bfeb_160) | | | [56](#iab01253623b94088bf6722655350bfeb_160) | | |

| [Consolidated Statements of Stockholders' Equity](#iab01253623b94088bf6722655350bfeb_163) | | | [57](#iab01253623b94088bf6722655350bfeb_163) | | |

| [Consolidated Statements of Cash Flows](#iab01253623b94088bf6722655350bfeb_166) | | | [58](#iab01253623b94088bf6722655350bfeb_166) | | |

| [Notes to Consolidated Financial Statements](#iab01253623b94088bf6722655350bfeb_169) | | | [59](#iab01253623b94088bf6722655350bfeb_169) | | |

[removed: 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 [added: by us] in [added: the] reports [removed: filed] [added: that we file] or [removed: submitted] [added: submit] under the Exchange Act [removed: is] [added: are] recorded, processed, [removed: summarized] [added: summarized,] and reported within the [removed: required] time periods [added: specified in the SEC’s rules] and [added: forms and that such information] is accumulated and communicated to our management, including [removed: our Chief Executive Officer] [added: the principal executive officer] and [removed: Chief Financial Officer, as appropriate,] [added: principal financial officer,] to allow timely decisions regarding [removed: 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: 2023.][added: 2024.]

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: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] 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.

Based upon that evaluation, our Chief Executive Officer and Chief

During the quarter ended December 31, [removed: 2023,] [added: 2024,] none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K), except as follows:

Under this arrangement, a total of [removed: 8,537] [added: 25,371] shares of our common stock may be sold, subject to certain conditions, before the plan expires on December [removed: 13, 2024.][added: 31, 2025.]

The above [removed: arrangement is] [added: arrangements are] intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act.

- Alan Campbell, the Chair of our Board of Directors, adopted a Rule 10b5-1 trading arrangement on December 11, 2024.

- Hassane El-Khoury, our President and Chief Executive Officer, and a director, adopted a Rule 10b5-1 trading arrangement on December 11, 2024.

Under this arrangement, a total of 13,500 shares of our common stock may be sold, subject to certain conditions, before the plan expires on December 31, 2025.

- Thad Trent, our Executive Vice President, Chief Financial Officer and Treasurer, adopted a Rule 10b5-1 trading arrangement on December 11, 2024.

Under this arrangement, a total of 105,000 shares of our common stock may be sold, subject to certain conditions, before the plan expires on December 31, 2025.

Sudhir Gopalswamy, Senior Vice President and General Manager, ASG, adopted a Rule 10b5-1 trading arrangement on

December 15, 2023.

Information concerning directors and persons nominated to become directors and executive officers is incorporated by reference from the text under the captions "The Board of Directors and Corporate [removed: Governance"] [added: Governance," "Delinquent Section 16(a) Reports"] and "Miscellaneous Information" in our Proxy Statement to be filed pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, [removed: 2023] [added: 2024] in connection with our [removed: 2024] [added: 2025] Annual Meeting of Stockholders ("Proxy Statement").

Insider Trading Policy

Information regarding our insider trading policy is incorporated by reference from the text under the caption "Insider Trading Policy" in our Proxy Statement.

Information concerning executive compensation is incorporated by reference from the text under the captions "The Board of Directors and Corporate [removed: Governance—2023] [added: Governance — 2024] Compensation of Directors" and "Compensation of Executive Officers" [added: (excluding the information under the subheading “2024 Pay versus Performance”)] in our Proxy Statement.

The information incorporated by reference under the caption "Compensation [added: of Executive Officers — Compensation] Committee Report" in our Proxy Statement shall be deemed furnished, and not filed, in this Form 10-K 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.

Information concerning security ownership of certain beneficial owners and management is incorporated by reference from the text under the captions [removed: "Principal] [added: "Stock Ownership — Principal] Stockholders," [removed: "Share] [added: "Stock] Ownership [added: — Share Ownership] of Directors and Executive Officers" and [removed: "Equity] [added: "Stock Ownership — Equity] Compensation Plan Information" in our Proxy Statement.

| [removed: ON Semiconductor Corporation Consolidated Financial] [added: Financial] Statements: | | | | | |

| Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | | | [removed: [55](#i355d5438e9c94e47b7087167c6b43520_145)] [added: [53](#iab01253623b94088bf6722655350bfeb_151)] | | |

| [removed: Notes] [added: [Notes] to Consolidated Financial [removed: Statements] [added: Statements](#iab01253623b94088bf6722655350bfeb_169)] | | | [removed: [62](#i355d5438e9c94e47b7087167c6b43520_163)] [added: [59](#iab01253623b94088bf6722655350bfeb_169)] | | |

| Exhibit No. | | | | | | Exhibit Description | | | [removed: | | |]

| [removed: 2.1] [added: 10.12] | | | | | | [removed: [Agreement and Plan of Merger,] [added: [Settlement Agreement,] dated [removed: November 18, 2015,] [added: October 19, 2019,] by and [removed: among Fairchild Semiconductor International, Inc.,] [added: between] ON Semiconductor Corporation and [removed: Falcon Operations Sub,] [added: Power Integrations,] Inc. (incorporated by reference to Exhibit [removed: 2.1] [added: 10.20] to the [removed: Company’s Current] [added: Company's Annual] Report on Form [removed: 8-K] [added: 10-K] filed with the Commission on [removed: November 18, 2015)†](http://www.sec.gov/Archives/edgar/data/1097864/000119312515380168/d46684dex21.htm) | | |] [added: February 19, 2020)](https://www.sec.gov/Archives/edgar/data/1097864/000119312520041751/d864442dex1020.htm)] | | |

| [removed: 2.2] [added: 10.6] | | | | | | [removed: [Agreement and Plan of Merger, dated August 25, 2021,] [added: [Employment Agreement] by and [removed: among ON Semiconductor Corporation,] [added: between] Semiconductor Components Industries, [removed: LLC, Terra Merger Sub, Inc., GT Advanced Technologies Inc.] [added: LLC] and [removed: Pirinate Consulting Group 2, LLC, as equityholder representative] [added: Thad Trent, dated February 16, 2021] (incorporated by reference to Exhibit [removed: 2.1] [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 [removed: August 25, 2021)†](http://www.sec.gov/Archives/edgar/data/0001097864/000119312521256288/d196596dex21.htm) | | |] [added: May 3, 2021)(2)](https://www.sec.gov/Archives/edgar/data/0001097864/000162828021008547/exhibit101thadtrentemploym.htm)] | | |

| 3.1(a) | | | | | | [Certificate of Incorporation of ON Semiconductor Corporation, as further amended through March 26, 2008 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 7, [removed: 2008)](http://www.sec.gov/Archives/edgar/data/1097864/000119312508104433/dex31.htm) | | |] [added: 2008)](https://www.sec.gov/Archives/edgar/data/1097864/000119312508104433/dex31.htm)] | | |

| 3.1(b) | | | | | | [Certificate of Amendment to the Amended and Restated Certificate of [removed: Incorporation (incorporated] [added: Incorporation](https://www.sec.gov/Archives/edgar/data/1097864/000119312514223896/d738311dex31.htm)[, date](https://www.sec.gov/Archives/edgar/data/1097864/000119312514223896/d738311dex31.htm)[d May 28, 2014](https://www.sec.gov/Archives/edgar/data/1097864/000119312514223896/d738311dex31.htm) [(incorporated] by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 3, [removed: 2014)](http://www.sec.gov/Archives/edgar/data/1097864/000119312514223896/d738311dex31.htm) | | |] [added: 2014)](https://www.sec.gov/Archives/edgar/data/1097864/000119312514223896/d738311dex31.htm)] | | |

| 3.1(c) | | | | | | [Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated May 17, 2017 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 7, [removed: 2017)](http://www.sec.gov/Archives/edgar/data/1097864/000119312517249592/d428805dex31.htm) | | |] [added: 2017)](https://www.sec.gov/Archives/edgar/data/1097864/000119312517249592/d428805dex31.htm)] | | |

| 3.2 | | | | | | [By-Laws of ON Semiconductor Corporation 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 August 25, [removed: 2022)](http://www.sec.gov/Archives/edgar/data/1097864/000119312522230021/d390073dex31.htm) | | |] [added: 2022)](https://www.sec.gov/Archives/edgar/data/1097864/000119312522230021/d390073dex31.htm)] | | |

| 4.1 | | | | | | [Specimen of share certificate of Common Stock, par value $0.01, ON Semiconductor Corporation (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the Commission on March 10, [removed: 2004)](http://www.sec.gov/Archives/edgar/data/1097864/000119312504038086/dex41.htm) | | |] [added: 2004)](https://www.sec.gov/Archives/edgar/data/1097864/000119312504038086/dex41.htm)] | | |

| 4.2(a) | | | | | | [removed: [Indenture regarding the 1.625% Convertible Senior Notes due 2023,] [added: [Indenture,] dated as of [removed: March 31, 2017] [added: August 21, 2020,] among ON Semiconductor Corporation, the guarantors party thereto and Wells Fargo Bank, National [removed: Association, as trustee] [added: Association] (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on [removed: April 3, 2017)](http://www.sec.gov/Archives/edgar/data/1097864/000119312517107567/d343212dex41.htm) | | |] [added: August 21, 2020)](https://www.sec.gov/Archives/edgar/data/1097864/000119312520227087/d26820dex41.htm)] | | |

| 4.2(b) | | | | | | [Form of Global [removed: 1.625% Convertible] [added: 3.875%] Senior Note due [removed: 2023] [added: 2028] (included in Exhibit [removed: 4.2(a))](http://www.sec.gov/Archives/edgar/data/1097864/000119312517107567/d343212dex41.htm) | | |] [added: 4.2(a))](https://www.sec.gov/Archives/edgar/data/1097864/000119312520227087/d26820dex41.htm)] | | |

| [removed: 4.2(c)] [added: 4.3(a)] | | | | | | [removed: [First Supplemental Indenture to the Indenture regarding the 1.625% Convertible Senior Notes due 2023,] [added: [Indenture,] dated as of [removed: January 7, 2020] [added: May 14, 2021,] among [removed: ON Semiconductor Corporation,] the [added: Company, the] guarantors party thereto and Wells Fargo Bank, National [removed: Association, as trustee] [added: Association] (incorporated by reference to Exhibit [removed: 4.3(c)] [added: 4.1] to the Company’s [removed: Annual] [added: Current] Report on Form [removed: 10-K] [added: 8-K] filed with the Commission on [removed: February] [added: May] 19, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/1097864/000119312520041751/d864442dex43c.htm) | | |] [added: 2021)](https://www.sec.gov/Archives/edgar/data/0001097864/000119312521166754/d178031dex41.htm)] | | |

| [removed: 4.3(a)] [added: 4.4(a)] | | | | | | [Indenture, dated as of [removed: August 21, 2020,] [added: February 28, 2023,] among [removed: ON Semiconductor Corporation,] the [added: Company, the] guarantors party thereto and [removed: Wells Fargo Bank,] [added: Computershare Trust Company,] National Association (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on [removed: August 21, 2020)](http://www.sec.gov/Archives/edgar/data/1097864/000119312520227087/d26820dex41.htm) | | |] [added: March 1, 2023)](https://www.sec.gov/Archives/edgar/data/1097864/000119312523056593/d382064dex41.htm)] | | |

| 4.3(b) | | | | | | [Form of Global [removed: 3.875%] [added: 0% Convertible] Senior Note due [removed: 2028] [added: 2027] (included in Exhibit [removed: 4.3(a))](http://www.sec.gov/Archives/edgar/data/1097864/000119312520227087/d26820dex41.htm) | | |] [added: 4.3(a))](https://www.sec.gov/Archives/edgar/data/0001097864/000119312521166754/d178031dex41.htm)] | | |

| 4.4(b) | | | | | | [Form of Global [removed: 0%] [added: 0.50%] Convertible Senior Note due [removed: 2027] [added: 2029] (included in Exhibit [removed: 4.4(a))](http://www.sec.gov/Archives/edgar/data/0001097864/000119312521166754/d178031dex41.htm) | | |] [added: 4.4(a))](https://www.sec.gov/Archives/edgar/data/1097864/000119312523056593/d382064dex41.htm)] | | |

| [removed: 4.5(a)] [added: 10.9] | | | | | | [removed: [Indenture, dated as] [added: [Form] of [removed: February 28, 2023, among the Company, the guarantors party thereto] [added: Indemnification Agreement with Directors] and [removed: Computershare Trust Company, National Association] [added: Officers] (incorporated by reference to Exhibit [removed: 4.1] [added: 10.1] to the Company’s Current Report on Form 8-K filed with the Commission on [removed: March 1, 2023)](http://www.sec.gov/Archives/edgar/data/1097864/000119312523056593/d382064dex41.htm) | | |] [added: February 25, 2016)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000119312516478268/d77585dex101.htm)] | | |

| [removed: 4.6] [added: 4.5] | | | | | | [Description of the Registrant’s Securities Registered under Section 12 of the Securities Exchange Act of 1934, as [removed: amended(incorporated] [added: amended (incorporated] by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K filed with the Commission on February 6, [removed: 2023)](http://www.sec.gov/Archives/edgar/data/1097864/000162828023002350/exhibit45descriptionofsecu.htm) | | |] [added: 2023)](https://www.sec.gov/Archives/edgar/data/1097864/000162828023002350/exhibit45descriptionofsecu.htm)] | | |

| [removed: 10.4(a)] [added: 10.1(a)] | | | | | | [Joint Venture Contract for Leshan-Phoenix Semiconductor Company Limited, amended and restated on April 20, 2006 between SCG (China) Holding Corporation (a subsidiary of ON Semiconductor Corporation) and Leshan Radio Company Ltd. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on July 28, [removed: 2006)](http://www.sec.gov/Archives/edgar/data/1097864/000119312506155889/dex103.htm) | | |] [added: 2006)](https://www.sec.gov/Archives/edgar/data/1097864/000119312506155889/dex103.htm)] | | |

| [removed: 10.4(b)] [added: 10.1(b)] | | | | | | [Amendment Agreement, dated September 29, 2014, to Joint Venture Contract for Leshan-Phoenix Semiconductor Company Limited between ON Semiconductor (China) Holding, LLC (a subsidiary of ON Semiconductor Corporation) and Leshan Radio Company Ltd. (incorporated by reference to Exhibit 10.5(b) to the Company’s Annual Report on Form 10-K filed with the Commission on February 27, [removed: 2015)](http://www.sec.gov/Archives/edgar/data/1097864/000119312515069358/d875301dex105b.htm) | | |] [added: 2015)](https://www.sec.gov/Archives/edgar/data/1097864/000119312515069358/d875301dex105b.htm)] | | |

| [removed: 10.5(a)] [added: 10.15(a)] | | | | | | [Credit Agreement, dated [removed: April 15, 2016,] [added: as of June 22, 2023, by and] among ON Semiconductor Corporation, as borrower, the several lenders party thereto, [removed: Deutsche Bank AG New York Branch,] [added: JPMorgan Chase Bank, N.A.,] as administrative [removed: agent and collateral] agent, [removed: Deutsche] [added: JPMorgan Chase Bank, N.A.,] Bank [removed: Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated,] [added: of America, N.A., Barclays Bank PLC,] BMO Capital [removed: Markets] [added: Markets,] Corp., [added: BNP Paribas Securities Corp., Citibank, N.A., Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities, Inc., Goldman Sachs Bank USA,] HSBC Securities (USA) [removed: Inc.] [added: N.A., Morgan Stanley Senior Funding, Inc., MUFG Bank, LTD, PNC Bank, National Association] and Sumitomo Mitsui Banking Corporation, as joint lead arrangers and joint [removed: bookrunners, Barclays Bank PLC, Compass Bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Morgan Stanley Senior Funding, Inc., BOKF, NA and KBC Bank N.V., as co-managers, and HSBC Bank USA, N.A.] [added: bookrunners] and [removed: Sumitomo Mitsui Banking Corporation,] [added: BMO Capital Markets,] as [removed: co-documentation agents] [added: sustainability structuring agent] (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K [removed: filed with the Commission on April 15, 2016)](http://www.sec.gov/Archives/edgar/data/1097864/000119312516543360/d175901dex101.htm) | | |] [added: dated June 26, 2023)](https://www.sec.gov/Archives/edgar/data/1097864/000119312523174498/d476071dex101.htm)] | | |

| [removed: 10.5(b)] [added: 10.15(c)] | | | | | | [removed: [Guarantee and Collateral] [added: [Security] Agreement, dated [removed: April 15, 2016, made by] [added: as of June 22, 2023, among] ON Semiconductor Corporation and the other signatories thereto in favor of [removed: Deutsche Bank AG New York Branch,] [added: JPMorgan Chase Bank, N.A.,] as administrative agent [removed: and collateral agent] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] to the Company’s Current Report on Form 8-K [removed: filed with the Commission on April 15, 2016)](http://www.sec.gov/Archives/edgar/data/1097864/000119312516543360/d175901dex102.htm) | | |] [added: dated June 26, 2023)](https://www.sec.gov/Archives/edgar/data/1097864/000119312523174498/d476071dex103.htm)] | | |

| [removed: 10.5(d)] [added: 10.7] | | | | | | [removed: [Joinder to Amended and Restated Guaranty, dated March 15, 2016, among the guarantors party thereto] [added: [Form of Employment Agreement for Executive Vice Presidents/Group Presidents] (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form [removed: 8‑K] [added: 8-K] filed with the Commission on March [removed: 17, 2016)](http://www.sec.gov/Archives/edgar/data/1097864/000119312516508595/d149160dex101.htm) | | |] [added: 4, 2024)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000119312524057909/d798599dex101.htm)] | | |

| [removed: 10.6(a)] [added: 10.2(a)] | | | | | | [Form of Convertible Note Hedges related to the Company's 1.625% Convertible Senior Note due 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) | | | [removed: | | |]

| [removed: 10.6(b)] [added: 10.2(b)] | | | | | | [Form of Warrant Confirmation for Warrants related to the Company's 1.625% Convertible Senior Note due 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) | | | [removed: | | |]

| [removed: 10.7(a)] [added: 10.3(a)] | | | | | | [ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (as amended and restated February 11, 2022) (incorporated by reference to Exhibit 10.7(a) to the Company’s Annual Report on Form 10-K filed with the Commission on February 14, [removed: 2022) (2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022002416/exhibit107a-amendedandrest.htm) | | |] [added: 2022)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022002416/exhibit107a-amendedandrest.htm)] | | |

| [removed: 10.7(b)] [added: 10.3(b)] | | | | | | [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 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 3, [removed: 2021)(2)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021008547/exhibit1042021formofonrsua.htm) | | |] [added: 2021)(2)](https://www.sec.gov/Archives/edgar/data/0001097864/000162828021008547/exhibit1042021formofonrsua.htm)] | | |

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

| [removed: 10.7(d)] [added: 10.3(d)] | | | | | | [Form of Annual Restricted Stock Unit Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (2022](https://www.sec.gov/Archives/edgar/data/1097864/000162828022011616/exhibit1012022formrsuaward.htm) [added: [2023](https://www.sec.gov/Archives/edgar/data/1097864/000162828022011616/exhibit1012022formrsuaward.htm)] [and [removed: 2023](https://www.sec.gov/Archives/edgar/data/1097864/000162828022011616/exhibit1012022formrsuaward.htm)[)] [added: 202](https://www.sec.gov/Archives/edgar/data/1097864/000162828022011616/exhibit1012022formrsuaward.htm)[4](https://www.sec.gov/Archives/edgar/data/1097864/000162828022011616/exhibit1012022formrsuaward.htm)[)] (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 2, 2022)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022011616/exhibit1012022formrsuaward.htm) | | | [removed: | | |]

| [removed: 10.7(e)] [added: 10.3(e)] | | | | | | [Form of Annual Performance-Based Restricted Stock Unit Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (2022 form agreement) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 2, 2022)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022011616/exhibit102formofannualpbrs.htm) | | | [removed: | | |]

| [removed: 10.7(f)] [added: 10.3(f)] | | | | | | [Form of Annual Performance-Based Restricted Stock Unit Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan [removed: (2023 form agreement)] [added: (2023](https://www.sec.gov/Archives/edgar/data/1097864/000162828023014387/exhibit103-formofpbrsuagre.htm) [an](https://www.sec.gov/Archives/edgar/data/1097864/000162828023014387/exhibit103-formofpbrsuagre.htm)[d](https://www.sec.gov/Archives/edgar/data/1097864/000162828023014387/exhibit103-formofpbrsuagre.htm) [2024](https://www.sec.gov/Archives/edgar/data/1097864/000162828023014387/exhibit103-formofpbrsuagre.htm)[)] (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 1, [removed: 2023)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000162828023014387/exhibit103-formofpbrsuagre.htm) | | |] [added: 2023)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828023014387/exhibit103-formofpbrsuagre.htm)] | | |

| [removed: 10.7(g)] [added: 10.3(g)] | | | | | | [Restricted Stock Units Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan for [removed: Hassane S. El-Khoury,] [added: Thad Trent,] dated [removed: December 7, 2020] [added: February 16, 2021] (incorporated by reference to Exhibit [removed: 10.7(r)] [added: 10.2] to the [removed: Company's Annual] [added: Company’s Quarterly] Report on Form [removed: 10-K] [added: 10-Q] filed with the Commission on [removed: February 16, 2021)(2)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit107ronrsuawardagree.htm) | | |] [added: May 3, 2021)(2)](https://www.sec.gov/Archives/edgar/data/0001097864/000162828021008547/exhibit102thadtrentrsuawar.htm)] | | |

| [removed: 10.7(h)] [added: 10.3(h)] | | | | | | [Performance-Based Restricted Stock Units Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan for [removed: Hassane S. El-Khoury,] [added: Thad Trent,] dated [removed: December 7, 2020] [added: February 16, 2021] (incorporated by reference to Exhibit [removed: 10.7(s)] [added: 10.3] to the [removed: Company's Annual] [added: Company’s Quarterly] Report on Form [removed: 10-K] [added: 10-Q] filed with the Commission on [removed: February 16, 2021)(2)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit107sonpbrsuawardagr.htm) | | |] [added: May 3, 2021)(2)](https://www.sec.gov/Archives/edgar/data/0001097864/000162828021008547/exhibit103thadtrentpbrsuaw.htm)] | | |

| [removed: 10.7(i)] [added: 10.3(i)] | | | | | | [removed: [Restricted] [added: [Form of Restricted] Stock [removed: Units] Award Agreement [added: for Directors] under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan [removed: for Thad Trent, dated February 16, 2021] [added: (2022](https://www.sec.gov/Archives/edgar/data/1097864/000162828022019900/exhibit101-2022rsaagreemen.htm)[, 2023 and](https://www.sec.gov/Archives/edgar/data/1097864/000162828022019900/exhibit101-2022rsaagreemen.htm) [2024](https://www.sec.gov/Archives/edgar/data/1097864/000162828022019900/exhibit101-2022rsaagreemen.htm)[)] (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 [removed: May 3, 2021)(2)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021008547/exhibit102thadtrentrsuawar.htm) | | |] [added: August 1, 2022)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022019900/exhibit101-2022rsaagreemen.htm)] | | |

| [removed: 10.7(j)] [added: 10.3(j)] | | | | | | [removed: [Performance-Based] [added: [Form of] Restricted Stock Units [removed: Award] Agreement [added: for Directors] under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan [removed: 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) | | |] [added: (2024 form) (1)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828025004557/exhibit103j-ned2024rsuagre.htm)] | | |

| [removed: 10.7(k)] [added: 10.4] | | | | | | [removed: [Form of Restricted Stock Award Agreement for Directors under the ON] [added: [ON] Semiconductor Corporation [removed: Amended and Restated] [added: 2000 Employee] Stock [removed: Incentive] [added: Purchase] Plan [removed: (2022 form agreement) (incorporated] [added: (as amended](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm) [and restated](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm) [effective](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm) [August](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm) [1](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm)[6](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm)[4](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm)[)](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm) [(incorporated] by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission [removed: on August 1, 2022)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828022019900/exhibit101-2022rsaagreemen.htm) | | |] [added: on](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm) [October](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm) [2](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm)[8](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm)[4](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm)[)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828024043880/exhibit101-amendedandresta.htm)] | | |

| [removed: 10.9] [added: 10.5] | | | | | | [Employment Agreement by and between Semiconductor Components Industries, LLC and Hassane S. El-Khoury, dated December 7, 2020 (incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K filed with the Commission on February 16, [removed: 2021)(2)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit1016el-khouryemploy.htm) | | |] [added: 2021)(2)](https://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit1016el-khouryemploy.htm)] | | |

| [removed: 10.11] [added: 2.1] | | | | | | [removed: [Employment Agreement] [added: [Stock Purchase Agreement, dated as of December 9, 2024,] by and between [added: United Silicon Carbide, Inc., Qorvo US, Inc.,] Semiconductor Components Industries, LLC and [removed: Simon Keeton, dated January 1, 2019] [added: solely for the purposes of Article V and Section 6.15 thereto, ON Semiconductor Corporation] (incorporated by reference to Exhibit [removed: 10.20] [added: 2.1] to the [removed: Company's Annual] [added: Company’s Current] Report on Form [removed: 10-K] [added: 8-K] filed with the Commission on [removed: February 20, 2019)(2)](http://www.sec.gov/Archives/edgar/data/1097864/000119312519045025/d664850dex1020.htm) | | |] [added: December 10, 2024)](https://www.sec.gov/Archives/edgar/data/1097864/000119312524273895/d904673dex21.htm)] | | |

| [removed: 10.13] [added: 10.8] | | | | | | [removed: [Employment] [added: [Form of Employment] Agreement [removed: by and between Semiconductor Components Industries, LLC and Robert Tong, dated February 22, 2022] [added: for Senior Vice Presidents (Direct Reports to Chief Executive Officer)] (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K filed with the Commission on February [removed: 6, 2023(2)](http://www.sec.gov/Archives/edgar/data/1097864/000162828023002350/exhibit1014-rtongemploymen.htm) | | |] [added: 5, 2024 (2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828024003201/exhibit1014formofnewemploy.htm)] | | |

| | | | Page | | |

| [Consolidated Balance Sheets](#iab01253623b94088bf6722655350bfeb_157) | | | [55](#iab01253623b94088bf6722655350bfeb_157) | | |

| [Consolidated Statements of Operations and Comprehensive Income](#iab01253623b94088bf6722655350bfeb_160) | | | [56](#iab01253623b94088bf6722655350bfeb_160) | | |

| [Consolidated Statements of Stockholders' Equity](#iab01253623b94088bf6722655350bfeb_163) | | | [57](#iab01253623b94088bf6722655350bfeb_163) | | |

| [Consolidated Statements of Cash Flows](#iab01253623b94088bf6722655350bfeb_166) | | | [58](#iab01253623b94088bf6722655350bfeb_166) | | |

| [Schedule II - Valuation and Qualifying Accounts](#iab01253623b94088bf6722655350bfeb_241) | | | [97](#iab01253623b94088bf6722655350bfeb_241) | | |

| | | | | | | | | |

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

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

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

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| Consolidated Balance Sheets as of December 31, 2023 and 2022 | | | [57](#i355d5438e9c94e47b7087167c6b43520_151) | | |

| Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2023, 2022 and 2021 | | | [58](#i355d5438e9c94e47b7087167c6b43520_154) | | |

| Consolidated Statements of Stockholders' Equity for the years ended December 31, 2023, 2022 and 2021 | | | [59](#i355d5438e9c94e47b7087167c6b43520_157) | | |

| Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 | | | [61](#i355d5438e9c94e47b7087167c6b43520_160) | | |

| Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2023, 2022 and 2021 | | | [101](#i355d5438e9c94e47b7087167c6b43520_232) | | |

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

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

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

| 4.5(b) | | | | | | [Form of Global 0.50% Convertible Senior Note due 2029 (included in Exhibit 4.5(a))](http://www.sec.gov/Archives/edgar/data/1097864/000119312523056593/d382064dex41.htm) | | | | | |

| 10.1 | | | | | | [Amended and Restated Intellectual Property Agreement, dated August 4, 1999, among Semiconductor Components Industries, LLC and Motorola, Inc. (incorporated by reference to Exhibit 10.5 to Amendment No. 1 to the Company’s Registration Statement filed with the Commission on January 11, 2000 (File No. 333-90359))](http://www.sec.gov/Archives/edgar/data/1097864/000091205700000782/0000912057-00-000782.txt) | | | | | |

| 10.2 | | | | | | [Lease for 52nd Street property, dated July 31, 1999, among Semiconductor Components Industries, LLC as Lessor, and Motorola, Inc. as Lessee (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement filed with the Commission on November 5, 1999 (File No. 333-90359))](http://www.sec.gov/Archives/edgar/data/1097864/000091205799003561/0000912057-99-003561.txt) | | | | | |

| 10.3 | | | | | | [Declaration of Covenants, Easement of Restrictions and Options to Purchase and Lease, dated July 31, 1999, among Semiconductor Components Industries, LLC and Motorola, Inc. (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement filed with the Commission on November 5, 1999 (File No. 333-90359))](http://www.sec.gov/Archives/edgar/data/1097864/000091205799003561/0000912057-99-003561.txt) | | | | | |

| 10.5(c) | | | | | | [Escrow Agreement, dated April 15, 2016, among ON Semiconductor Corporation, MUFG Union Bank, N.A., as escrow agent, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on April 15, 2016)](http://www.sec.gov/Archives/edgar/data/1097864/000119312516543360/d175901dex103.htm) | | | | | |

| 10.5(e) | | | | | | [Joinder to Amended and Restated Guaranty, dated April 14, 2016, among the guarantors party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on April 15, 2016)](http://www.sec.gov/Archives/edgar/data/1097864/000119312516543360/d175901dex104.htm) | | | | | |

| 10.5(f) | | | | | | [Assumption Agreement, dated September 19, 2016, by and between ON Semiconductor (China) Holdings, LLC and Deutsche Bank AG New York Branch (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 23, 2016)](http://www.sec.gov/Archives/edgar/data/1097864/000119312516718453/d265766dex101.htm) | | | | | |

| 10.5(g) | | | | | | [Pledge Supplement, dated September 19, 2016, by ON Semiconductor (China) Holdings, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on September 23, 2016)](http://www.sec.gov/Archives/edgar/data/1097864/000119312516718453/d265766dex102.htm) | | | | | |

| 10.5(h) | | | | | | [Assumption Agreement, dated September 19, 2016, by and among Fairchild Semiconductor International, Inc., Fairchild Semiconductor Corporation, Fairchild Semiconductor Corporation of California, Giant Holdings, Inc., Fairchild Semiconductor West Corporation, Kota Microcircuits, Inc., Silicon Patent Holdings, Giant Semiconductor Corporation, Micro-Ohm Corporation, Fairchild Energy, LLC and Deutsche Bank AG New York Branch (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on September 23, 2016)](http://www.sec.gov/Archives/edgar/data/1097864/000119312516718453/d265766dex103.htm) | | | | | |

| 10.5(i) | | | | | | [Pledge Supplement, dated September 19, 2016, by Fairchild Semiconductor International, Inc., Fairchild Semiconductor Corporation, Fairchild Semiconductor Corporation of California, Giant Holdings, Inc., Fairchild Semiconductor West Corporation, Kota Microcircuits, Inc., Silicon Patent Holdings, Giant Semiconductor Corporation, Micro-Ohm Corporation and Fairchild Energy, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on September 23, 2016)](http://www.sec.gov/Archives/edgar/data/1097864/000119312516718453/d265766dex104.htm) | | | | | |

| 10.5(j) | | | | | | [First Amendment to Credit Agreement, dated September 30, 2016, among ON Semiconductor Corporation, as borrower, certain subsidiaries thereof, as guarantors, the several lenders party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 30, 2016)](http://www.sec.gov/Archives/edgar/data/1097864/000119312516727601/d273117dex101.htm) | | | | | |

| 10.5(k) | | | | | | [Second Amendment to Credit Agreement, dated March 31, 2017, among ON Semiconductor Corporation, as borrower, certain subsidiaries thereof, as guarantors, the several lenders party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 3, 2017)](http://www.sec.gov/Archives/edgar/data/1097864/000119312517107567/d343212dex101.htm) | | | | | |

| 10.5(l) | | | | | | [Third Amendment to Credit Agreement, dated November 30, 2017, among ON Semiconductor Corporation, as borrower, certain subsidiaries thereof, as guarantors, the several lenders party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 4, 2017)](http://www.sec.gov/Archives/edgar/data/1097864/000119312517359440/d501457dex101.htm) | | | | | |

| 10.5(m) | | | | | | [Fourth Amendment to Credit Agreement, dated May 31, 2018, among ON Semiconductor Corporation, as borrower, certain subsidiaries thereof, as guarantors, the several lenders party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on July 30, 2018)](http://www.sec.gov/Archives/edgar/data/1097864/000119312518230892/d550734dex101.htm) | | | | | |

| 10.5(n) | | | | | | [Fifth Amendment to Credit Agreement, dated June 12, 2019, among ON Semiconductor Corporation, as borrower, certain subsidiaries thereof, as guarantors, the several lenders party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 17, 2019)](http://www.sec.gov/Archives/edgar/data/1097864/000119312519174833/d752189dex101.htm) | | | | | |

| 10.5(o) | | | | | | [Sixth Amendment to Credit Agreement, dated August 15, 2019, among ON Semiconductor Corporation, as borrower, certain subsidiaries thereof, as guarantors, the several lenders party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on October 28, 2019)](http://www.sec.gov/Archives/edgar/data/1097864/000119312519275863/d820042dex101.htm) | | | | | |

| 10.5(p) | | | | | | [Seventh Amendment to Credit Agreement, dated September 19, 2019, among ON Semiconductor Corporation, as borrower, certain subsidiaries thereof, as guarantors, the several lenders party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on September 20, 2019)](http://www.sec.gov/Archives/edgar/data/1097864/000119312519249706/d761201dex101.htm) | | | | | |

| 10.5(q) | | | | | | [Eighth Amendment to Credit Agreement, dated as of June 23, 2020, among ON Semiconductor Corporation, as borrower, certain subsidiaries thereof, as guarantors, the several lenders party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 24, 2020)](http://www.sec.gov/Archives/edgar/data/1097864/000119312520177742/d933652dex101.htm) | | | | | |

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

| 10.5(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](http://www.sec.gov/Archives/edgar/data/1097864/000162828023002350/ex105s-tenthamendmenttocre.htm)[(inc](http://www.sec.gov/Archives/edgar/data/1097864/000162828023002350/ex105s-tenthamendmenttocre.htm)[orporated by reference to Exhibit 10.5(s) to the Company's Annual Report on Form 10-K filed with the Commission on February 6, 2023](http://www.sec.gov/Archives/edgar/data/1097864/000162828023002350/ex105s-tenthamendmenttocre.htm)[)](http://www.sec.gov/Archives/edgar/data/1097864/000162828023002350/ex105s-tenthamendmenttocre.htm) | | | | | |

| 10.8(a) | | | | | | [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) | | | | | |

| 10.10 | | | | | | [Employment Agreement by and between Semiconductor Components Industries, LLC and Thad Trent, dated February 16, 2021 (incorporated by reference to Exhibit 10.1 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/exhibit101thadtrentemploym.htm) | | | | | |

| 10.12 | | | | | | [Key Officer Severance and Change in Control Agreement by and between Semiconductor Components Industries, LLC and Ross F. Jatou, dated as of October 1, 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, 2021)(2)](http://www.sec.gov/Archives/edgar/data/0001097864/000162828021002219/exhibit1017-jatouseverance.htm) | | | | | |

| 10.14 | | | | | | [Form of Employment Agreement for Senior Vice Presidents (Direct Reports to Chief Executive Officer)](https://www.sec.gov/Archives/edgar/data/1097864/000162828024003201/exhibit1014formofnewemploy.htm)[(1)(2)](https://www.sec.gov/Archives/edgar/data/1097864/000162828024003201/exhibit1014formofnewemploy.htm) | | | | | |

| 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) | | | | | |

| 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) | | | | | |

| 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) | | | | | |

| 10.17(a) | | | | | | [Asset Purchase Agreement, dated as of April 22, 2019, between GLOBALFOUNDRIES U.S. Inc. and Semiconductor Components Industries, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 5, 2019)†](http://www.sec.gov/Archives/edgar/data/1097864/000119312519212847/d781739dex101.htm) | | | | | |

| 10.17(b) | | | | | | [Amendment No. 1 to Asset Purchase Agreement, dated October 1, 2020, by and among Semiconductor Components Industries, LLC, GLOBALFOUNDRIES U.S. Inc., and GLOBALFOUNDRIES Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 7, 2020)](http://www.sec.gov/Archives/edgar/data/1097864/000119312520265627/d12798dex101.htm) | | | | | |

| 10.18 | | | | | | [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) | | | | | |

| 10.21(a) | | | | | | [Credit Agreement, dated as of June 22, 2023, by and among ON Semiconductor Corporation, as borrower, the several lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., Bank of America, N.A., Barclays Bank PLC, BMO Capital Markets, Corp., BNP Paribas Securities Corp., Citibank, N.A., Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities, Inc., Goldman Sachs Bank USA, HSBC Securities (USA) N.A., Morgan Stanley Senior Funding, Inc., MUFG Bank, LTD, PNC Bank, National Association and Sumitomo Mitsui Banking Corporation, as joint lead arrangers and joint bookrunners and BMO Capital Markets, as sustainability structuring agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 26, 2023)](http://www.sec.gov/Archives/edgar/data/1097864/000119312523174498/d476071dex101.htm) | | | | | |

| 10.21(c) | | | | | | [Security Agreement, dated as of June 22, 2023, among ON Semiconductor Corporation and the other signatories thereto in favor of JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated June 26, 2023)](http://www.sec.gov/Archives/edgar/data/1097864/000119312523174498/d476071dex103.htm) | | | | | |

| February [removed: 5, 2024] [added: 10, 2025] | | | | | | ON Semiconductor Corporation | | |

| /s/ HASSANE EL-KHOURY [removed: Hassane El-Khoury] | | | President, Chief Executive Officer and Director | | | February [removed: 5, 2024] [added: 10, 2025] | | |

| [added: Hassane El-Khoury] | | | (Principal Executive Officer) | | | | | |

| /s/ THAD TRENT [removed: Thad Trent] | | | Executive Vice President, Chief Financial Officer and Treasurer | | | February [removed: 5, 2024] [added: 10, 2025] | | |

| [added: Thad Trent] | | | (Principal Financial and Accounting Officer) | | | | | |

| * | | | Chair of the Board of Directors | | | February [removed: 5, 2024] [added: 10, 2025] | | |

| * | | | Director | | | February [removed: 5, 2024] [added: 10, 2025] | | |

| *By: /s/ THAD TRENT [removed: Thad Trent] | | | Attorney-in-Fact | | | February [removed: 5, 2024] [added: 10, 2025] | | |

We have audited the accompanying consolidated balance sheets of ON Semiconductor Corporation and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

[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 or procedures may deteriorate.

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s inventory balance of [removed: $2,111.8] [added: $2,242.0] million as of December 31, [removed: 2023,] [added: 2024,] is stated at the lower of standard cost (which approximates actual cost on a first-in, first-out basis) or net realizable value.

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

| | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | |

| Cash and cash equivalents | | | $ | [added: 2,691.3 | | | | | $ |] 2,483.0 | | | | | $ | 2,919.0 | |

| Receivables, net | | | [removed: 935.4] [added: 1,160.1] | | | | | | [removed: 842.3] [added: 935.4] | | |

| Inventories | | | [removed: 2,111.8] [added: 2,242.0] | | | | | | [removed: 1,616.8] [added: 2,111.8] | | |

| Other current assets | | | [removed: 382.1] [added: 358.6] | | | | | | [removed: 351.3] [added: 382.1] | | |

| Total current assets | | | [removed: 5,912.3] [added: 6,752.0] | | | | | | [removed: 5,729.4] [added: 5,912.3] | | |

| Property, plant and equipment, net | | | [removed: 4,401.5] [added: 4,361.4] | | | | | | [removed: 3,450.7] [added: 4,401.5] | | |

| Goodwill | | | [removed: 1,577.6] [added: 1,587.9] | | | | | | 1,577.6 | | |