ON 10-K Annual Report Dec. 31, 2017 | Alphaminr
ON SEMICONDUCTOR CORP
ALPHAMINR

ON 10-K Fiscal year ended Dec. 31, 2017

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ON SEMICONDUCTOR CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosurePart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other Information None. 79Item 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k SummaryNote 1: Background and Basis Of PresentationNote 2: Significant Accounting PoliciesNote 3: Recent Accounting PronouncementsNote 4: Acquisitions, Divestitures and Licensing TransactionsNote 5: Goodwill and Intangible AssetsNote 6: Restructuring, Asset Impairments and Other, NetNote 7: Balance Sheet InformationNote 8: Long-term DebtNote 9: Earnings Per Share and EquityNote 10: Share-based CompensationNote 11: Employee Benefit PlansNote 12: Commitments and ContingenciesNote 13: Fair Value MeasurementsNote 14: Financial InstrumentsNote 15: Income TaxesNote 16: Changes in Accumulated Other Comprehensive LossNote 17: Supplemental DisclosuresNote 18: Segment InformationNote 19: Supplementary Financial Information - Selected Quarterly Financial Data (unaudited)

Exhibits

2.3(a) Purchase Agreement by and among ON Semiconductor Corporation, Semiconductor Components Industries, LLC and SANYO Electric Co., Ltd. dated July15, 2010 (incorporated by reference to Exhibit 2.1 to the Companys Quarterly Report on Form10-Qfiled with the Commission on November4, 2010) 2.3(b) Amendment No. 1 to Purchase Agreement by and among ON Semiconductor Corporation, Semiconductor Components Industries, LLC and SANYO Electric Co., Ltd. dated November 30, 2010 (incorporated by reference to Exhibit 2.2 to the Companys Current Report on Form8-Kfiled with the Commission on January6, 2011) 2.4 Agreement and Plan of Merger by and among ON Semiconductor Benelux B.V., Alpine Acquisition Sub, Aptina, Inc. and Fortis Advisors LLC, as Equityholder Representative, dated as of June9, 2014 (incorporated by reference to Exhibit 2.1 to the Companys Quarterly Report on Form10-Qfiled with the Commission on August1, 2014) 2.5 Agreement and Plan of Merger, dated November 18, 2015, by and among Fairchild Semiconductor International, Inc., ON Semiconductor Corporation and Falcon Operations Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form8-Kfiled with the Commission on November18, 2015) 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 Companys Quarterly Report on Form10-Qfiled with the Commission on May7, 2008) 3.1(b) Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form8-Kfiled with the Commission on June3, 2014) 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 Companys Current Report on Form10-Qfiled with the Commission on August7, 2017) 3.2 By-Lawsof ON Semiconductor Corporation as Amended and Restated on November 21, 2013 (incorporated by reference to Exhibit 3.1 to the Companys Current Report onForm8-Kfiled with the Commission on November25, 2013) 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 Companys Form10-Kfiled with the Commission on March10, 2004) 4.2(a) Indenture regarding the 1.00% Convertible Senior Notes due 2020, dated June 8, 2015, among ON Semiconductor Corporation, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form8-Kfiled with the Commission on June8, 2015) 4.2(b) Form of Global 1.00% Convertible Senior Note due 2020 (included in Exhibit 4.2(a)) 4.2(c) Supplemental Indenture to the Indenture regarding the 1.00% Convertible Senior Notes due 2020, dated March 11, 2016, among ON Semiconductor Corporation, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form8-Kfiled with the Commission on March17, 2016) 4.2(d) Second Supplemental Indenture to the Indenture regarding the 1.00% Convertible Senior Notes 2020, dated April 14, 2016, among ON Semiconductor Corporation, , the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form8-Kfiled with the Commission on April15, 2016) 4.2(e) Third Supplemental Indenture to the Indenture regarding the 1.00% Convertible Senior Notes due 2020, dated November 21, 2016, among ON Semiconductor Corporation, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form8-Kfiled with the Commission on November21, 2016) 4.3(a) Indenture regarding the 1.625% Convertible Senior Notes due 2023, dated as of March 31, 2017 among ON Semiconductor Corporation, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form8-Kfiled with the Commission on April3, 2017) 4.3(b) Form of Global 1.625% Convertible Senior Note due 2023 (included in Exhibit 4.3(a)) 10.4(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 Companys Quarterly Report on Form10-Qfiled with the Commission on July28, 2006) 10.4(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 Companys Annual Report onForm10-Kfiled with the Commission on February27, 2015) 10.5(a) Credit Agreement, dated April 15, 2016, among ON Semiconductor Corporation, as borrower, the several lenders party thereto, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BMO Capital Markets Corp., HSBC Securities (USA) Inc. and Sumitomo Mitsui Banking Corporation, as joint lead arrangers and joint 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., asco-managers,and HSBC Bank USA, N.A. and Sumitomo Mitsui Banking Corporation, asco-documentationagents (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kfiled with the Commission on April15, 2016). 10.5(b) Guarantee and Collateral Agreement, dated April 15, 2016, made by ON Semiconductor Corporation and the other signatories thereto in favor of Deutsche Bank AG New York Branch, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Companys Current Report on form8-Kfiled with the Commission on April15, 2016) 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 Companys Current Report on Form8-Kfiled with the Commission on April15, 2016) 10.5(d) Joinder to Amended and Restated Guaranty, dated March 15, 2016, among the guarantors party thereto (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kfiled with the Commission on March17, 2016) 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 Companys Current Report on Form8-Kfiled with the Commission on April15, 2016) 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 Companys Current Report on Form8-Kfiled with the Commission on September23, 2016) 10.5(g) Pledge Supplement, dated September 19, 2016, by ON Semiconductor (China) Holdings, LLC (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form8-Kfiled with the Commission on September23, 2016) 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-OhmCorporation, Fairchild Energy, LLC and Deutsche Bank AG New York Branch (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form8-Kfiled with the Commission on September23, 2016) 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-OhmCorporation and Fairchild Energy, LLC (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form8-Kfiled with the Commission on September23, 2016) 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 Companys Current Report on Form8-Kfiled with the Commission on September30, 2016) 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 Companys Current Report on Form8-Kfiled with the Commission on April3, 2017) 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 Companys Current Report on Form8-Kfiled with the Commission on December4, 2017) 10.6(a) Form of Convertible Note Hedge and Warrant Transactions (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kfiled with the Commission on June8, 2015) 10.6(b) Form of Warrant Confirmation (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form8-Kfiled with the Commission on June8, 2015) 10.7(a) ON Semiconductor Corporation 2000 Stock Incentive Plan, as amended and restated May 19, 2004 (incorporated by reference to Exhibit 10.7 to the Companys Quarterly Report on Form10-Qfiled with the Commission on August6, 2004)(2) 10.7(b) Amendment to the ON Semiconductor Corporation 2000 Stock Incentive Plan, dated May 16, 2007 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report onForm10-Qfiled with the Commission on August1, 2007)(2) 10.7(d) Non-qualifiedStock Option Agreement for Senior Vice Presidents and Above for the ON Semiconductor Corporation 2000 Stock Incentive Plan (form of standard agreement) (incorporated by reference to Exhibit 10.5 to the Companys Current Report on Form8-Kfiled with the Commission on February16, 2005)(2) 10.7(e) Non-qualifiedStock Option Agreement for Directors for the ON Semiconductor Corporation 2000 Stock Incentive Plan (form of standard agreement) (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form8-Kfiled with the Commission on February16, 2005)(2) 10.7(f) ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 4.1 to the Companys Registration Statement filed with the Commission on May19, 2010 (FileNo.333-166958))(2) 10.7(g) First Amendment to the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form10-Qfiled with the Commission on August3, 2012)(2) 10.7(h) Second Amendment to the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan, effective May 20, 2015 (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form10-Qfiled with the Commission on August3, 2015)(2) 10.7(i) Non-qualifiedStock Option Agreement for Directors for the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (form of standard agreement) (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report onForm10-Qfiled with the Commission on August5, 2010)(2) 10.7(j) Non-qualifiedStock Option Agreement for Senior Vice Presidents and Above for the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (form of standard agreement) (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form10-Qfiled with the Commission on August5, 2010)(2) 10.7(k) Restricted Stock Units Award Agreement for Senior Vice Presidents and Above for the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (form of standard agreement) (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form10-Qfiled with the Commission on August5, 2010)(2) 10.7(l) Stock Grant Award Agreement for Directors under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (form of standard Stock Grant Award forNon-employeeDirectors) (incorporated by reference to Exhibit10.1 to the Companys Quarterly Report on Form10-Qfiled with the Commission on May6, 2011)(2) 10.7(m) Performance Based Restricted Stock Units Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (form of Performance Based Award for Senior Vice Presidents and Above) (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form10-Qfiled with the Commission on May6, 2011)(2) 10.7(n) Performance Based Restricted Stock Units Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (2012 form of Performance Based Award for Senior Vice Presidents and Above) (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfiled with the Commission on May4, 2012)(2) 10.7(o) Performance Based Restricted Stock Units Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (2013 form of Performance Based Award for Senior Vice Presidents and Above) (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfiled with the Commission on May3, 2013)(2) 10.7(p) Performance Based Restricted Stock Units Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (2014 form of Performance Based Award for Senior Vice Presidents and Above) (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfiled with the Commission on May2, 2014)(2) 10.7(q) Performance Based Restricted Stock Units Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (2015 form of Performance Based Award for Senior Vice Presidents and Above) (incorporated by reference to Exhibit 10.7 to the Companys Quarterly Report on Form10-Qfiled with the Commission on August3, 2015)(2) 10.7(r) Performance Based Restricted Stock Units Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (2016 form of Performance Based Award for Senior Vice Presidents and Above) (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfiled with the Commission on August8, 2016) (2) 10.7(s) Performance Based Restricted Stock Units Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (2017 form of Performance Based Award for Senior Vice Presidents and Above) (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form10-Qfiled with the Commission on August7, 2017)(2) 10.7(t) Third Amendment to the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan, effective May 17, 2017 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfiled with the Commission on August7, 2017)(2) 10.8(a) ON Semiconductor Corporation 2000 Employee Stock Purchase Plan, as amended and restated as of May 20, 2009 (incorporated by reference to Exhibit 4.1 to the Registration Statement on FormS-8No.333-159381filed with the Commission on May21, 2009)(2) 10.8(b) Amendment to the ON Semiconductor Corporation 2000 Employee Stock Purchase Plan, as amended as of May 15, 2013 (incorporated by reference to Exhibit 10.1 of the Companys Quarterly Report on Form10-Qfiled with the Commission on August2, 2013)(2) 10.8(c) Amendment to the ON Semiconductor Corporation 2000 Employee Stock Purchase Plan, as amended as of May 20, 2015 (incorporated by reference to Exhibit 10.6 to the Companys Quarterly Report on Form10-Qfiled with the Commission on August3, 2015)(2) 10.8(d) Amendment to the ON Semiconductor Corporation 2000 Employee Stock Purchase Plan, as amended as of May 17, 2017 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form10-Qfiled with the Commission on August7, 2017)(2) 10.9(b) ON Semiconductor 2007 Executive Incentive Plan (incorporated by reference to Appendix B of Schedule 14A filed with the Commission on April11, 2006)(2) 10.9(c) First Amendment to the ON Semiconductor 2007 Executive Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kfiled with the Commission on August22, 2007)(2) 10.10(b) First Amendment to the ON Semiconductor 2002 Employee Incentive Plan (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form8-Kfiled with the Commission on August22, 2007)(2) 10.11 Amended and Restated Employment Agreement, effective June 1, 2017, by and between Semiconductor Components Industries, LLC and Keith Jackson (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kfiled with the Commission on June2, 2017)(2) 10.12 Amended and Restated Employment Agreement, effective June1, 2017, by and between Semiconductor Components Industries, LLC and George H. Cave(1)(2) 10.13(a) Employment Agreement by and between Semiconductor Components Industries, LLC and William M. Hall, dated as of April 23, 2006 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfiled with the Commission on May7, 2009)(2) 10.13(b) Amendment No.1 to Employment Agreement by and between Semiconductor Components Industries, LLC and William M. Hall, dated as of April 23, 2008 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form10-Qfiled with the Commission on May7, 2009)(2) 10.13(c) Amendment No. 2 to Employment Agreement by and between Semiconductor Components Industries, LLC and William M. Hall, dated as of June1, 2017 (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form8-Kfiled with the Commission on June2, 2017)(2) 10.14(a) Employment Agreement by and between Semiconductor Components Industries, LLC and Bernard Gutmann, dated as of September 26, 2012 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kfiled with the Commission on September27, 2012)(2) 10.14(b) Amendment No. 1 to Employment Agreement by and between Semiconductor Components Industries, LLC and Bernard Gutmann, dated as of June1, 2017 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form8-Kfiled with the Commission on June2, 2017)(2) 10.15(a) Employment Agreement by and between Semiconductor Components Industries, LLC and Robert Klosterboer, dated as of March 14, 2008 (incorporated by reference to Exhibit 10.16 to the Companys Form10-Kfiled with the Commission on February21, 2014)(2) 10.15(b) Amendment No.1 to Employment Agreement by and between Semiconductor Components Industries, LLC and Robert Klosterboer, effective June1, 2017(1)(2) 10.16 Employment Agreement, effective January 7, 2013, between Semiconductor Components Industries, LLC and Mamoon Rashid (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form10-Qfiled with the Commission on May 2, 2014)(2) 10.17 Key Officer Severance and Change of Control Agreement with Mamoon Rashid dated as of June 1, 2017 (incorporated by reference to Exhibit 10.5 to the Companys Form8-Kfiled with the Commission on June2, 2017)(2) 10.18 International Assignment Letter of Understanding, effective January 7, 2013, by and among Semiconductor Components Industries, LLC, SANYO Semiconductor Co., Ltd. and Mamoon Rashid (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form10-Qfiled with the Commission on May2, 2014)(2) 10.19 Retention Bonus Agreement, effective January 7, 2013, by and among Semiconductor Components Industries, LLC, SANYO Semiconductor Co., Ltd. and Mamoon Rashid (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form10-Qfiled with the Commission on May2, 2014)(2) 10.20(a) Employment Agreement between Semiconductor Components Industries, LLC and William Schromm dated as of August 25, 2014 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kfiled with the Commission on August25, 2014)(2) 10.20(b) Amendment No. 1 to Employment Agreement by and between Semiconductor Components Industries, LLC and William Schromm, dated as of June1, 2017 (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form8-Kfiled with the Commission on June2, 2017)(2) 10.21(a) Employment Agreement between Semiconductor Components Industries, LLC and Paul Rolls dated as of July 14, 2013 (incorporated by reference to Exhibit 10.1 to the Companys Form10-Qfiled with the Commission on May4, 2015)(2) 10.21(b) Amendment No.1 to Employment Agreement by and between Semiconductor Components Industries, LLC and Paul Rolls, effective June1, 2017 (1)(2) 10.22 Key Officer Severance and Change of Control Agreement by and between Semiconductor Components Industries, LLC and Taner Ozcelik, dated as of June1, 2017 (1)(2) 10.23 Form of Indemnification Agreement with Directors and Officers (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kfiled with the Commission on February25, 2016)(2) 14.1 ON Semiconductor Corporation Code of Business Conduct effective as of August 16, 2016 (incorporated by reference to Exhibit 14.1 to the Companys Current Report on Form8-Kfiled with the Commission on August24, 2016) 21.1 List of Significant Subsidiaries(1) 23.1 Consent of Independent Registered Public Accounting Firm-PricewaterhouseCoopers LLP(1) 24.1 Powers of Attorney(1) 31.1 Certification by CEO pursuant to Rule13a-14(a)or15d-14(a)of the Securities Exchange Act of 1934, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002(1) 31.2 Certification by CFO pursuant to Rule13a-14(a)or15d-14(a)of the Securities Exchange Act of 1934, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002(1) 32 Certification by CEO and CFO pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002(3)