ON 10-K Annual Report Dec. 31, 2021 | Alphaminr
ON SEMICONDUCTOR CORP
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ON 10-K Fiscal year ended Dec. 31, 2021

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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. [reserved]Item 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 InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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: Revenue and Segment InformationNote 4: Recent Accounting PronouncementsNote 5: Acquisitions and DivestituresNote 6: Goodwill and Intangible AssetsNote 7: Restructuring, Asset Impairments and Other Charges, NetNote 8: Balance Sheet InformationNote 9: Long-term DebtNote 10: Earnings Per Share and EquityNote 11: Share-based CompensationNote 12: Employee Benefit PlansNote 13: Commitments and ContingenciesNote 14: Fair Value MeasurementsNote 15: Financial InstrumentsNote 16: Income TaxesNote 17: Changes in Accumulated Other Comprehensive LossNote 18: Supplemental Disclosures

Exhibits

2.1 Agreement and Plan of Merger, dated November18, 2015, by and among Fairchild Semiconductor International, Inc., ON Semiconductor Corporation and Falcon Operations Sub, Inc. (incorporated by reference to Exhibit2.1 to the Companys Current Report on Form8-K filed with the Commission on November18, 2015) 2.2 Agreement and Plan of Merger, dated March 27, 2019, by and among Quantenna Communications, Inc., ON Semiconductor Corporation and Raptor Operations Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the Commission on March 27, 2019) 2.3 Agreement and Plan of Merger, dated August 25, 2021, by and among ON Semiconductor Corporation, Semiconductor Components Industries, LLC, Terra Merger Sub, Inc., GT Advanced Technologies Inc. and Pirinate Consulting Group 2, LLC, as equityholder representative (incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the Commission on August 25, 2021) 3.1(a) Certificate of Incorporation of ON Semiconductor Corporation, as further amended through March26, 2008 (incorporated by reference to Exhibit3.1 to the Companys Quarterly Report on Form10-Q filed with the Commission on May7, 2008) 3.1(b) Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit3.1 to the Companys Current Report on Form 8-K filed with the Commission on June3, 2014) 3.1(c) Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated May17, 2017 (incorporated by reference to Exhibit3.1 to the Companys Quarterly Report on Form10-Q filed with the Commission on August7, 2017) 3.1(d) Certificate of Designations of Series B Junior Participating Preferred Stock of ON Semiconductor Corporation (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed with the Commission on June 8, 2020) 3.1(e) Certificate of Elimination of Series B Junior Participating Preferred Stock of ON Semiconductor Corporation (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed with the Commission on August 20, 2021) 3.2 By-Laws of ON Semiconductor Corporation as Amended and Restated on November21, 2013 (incorporated by reference to Exhibit3.1 to the Companys Current Report on Form 8-K filed with the Commission on November 25, 2013) 4.1 Specimen of share certificate of Common Stock, par value $0.01, ON Semiconductor Corporation (incorporated by reference to Exhibit4.1 to the Companys Annual Report on Form10-K filed with the Commission on March10, 2004) 4.2(a) Indenture regarding the 1.625% Convertible Senior Notes due 2023, dated as of March31, 2017 among ON Semiconductor Corporation, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit4.1 to the Companys Current Report on Form8-K filed with the Commission on April3, 2017) 4.2(b) Form of Global 1.625% Convertible Senior Note due 2023 (included in Exhibit4.2(a)) 4.2(c) First Supplemental Indenture to the Indenture regarding the 1.625% Convertible Senior Notes due 2023, dated as of January 7, 2020 among ON Semiconductor Corporation, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee(incorporated by reference to Exhibit 4.3(c) to the Companys Annual Report on Form 10-K filed with the Commission on February 19, 2020)(incorporated by reference to Exhibit 4.3(c) to the Companys Annual Report on Form 10-K filed with the Commission on February 19, 2020) 4.3(a) Indenture, dated as of August 21, 2020, among ON Semiconductor Corporation, the guarantors party thereto and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed with the Commission on August 21, 2020) Semiconductor Corporation, the guarantors party thereto and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed with the Commission on August 21, 2020) 4.3(b) Form of Global 3.875% Senior Note due 2028 (included in Exhibit 4.3(a)) 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 Companys Current Report on Form 8-K filed with the Commission on May 19, 2021) 4.4(b) Form of Global 0% Convertible Senior Note due 2027 (included in Exhibit 4.4(a)) 4.5 Description of the Registrants Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended(1) 10.4(a) Joint Venture Contract for Leshan-Phoenix Semiconductor Company Limited, amended and restated on April20, 2006 between SCG (China) Holding Corporation (a subsidiary of ON Semiconductor Corporation) and Leshan Radio Company Ltd. (incorporated by reference to Exhibit10.3 to the Companys Quarterly Report on Form10-Q filed with the Commission on July28, 2006) 10.4(b) Amendment Agreement, dated September29, 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 on Form10-K filed with the Commission on February27, 2015) 10.5(a) Credit Agreement, dated April15, 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., as co-managers, and HSBC Bank USA, N.A. and Sumitomo Mitsui Banking Corporation, as co-documentation agents (incorporated by reference to Exhibit10.1 to the Companys Current Report on Form8-K filed with the Commission on April15, 2016) 10.5(b) Guarantee and Collateral Agreement, dated April15, 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-K filed with the Commission on April15, 2016) 10.5(c) Escrow Agreement, dated April15, 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 Exhibit10.3 to the Companys Current Report on Form8-K filed with the Commission on April15, 2016) 10.5(d) Joinder to Amended and Restated Guaranty, dated March15, 2016, among the guarantors party thereto (incorporated by reference to Exhibit10.1 to the Companys Current Report on Form8K filed with the Commission on March17, 2016) 10.5(e) Joinder to Amended and Restated Guaranty, dated April14, 2016, among the guarantors party thereto (incorporated by reference to Exhibit10.4 to the Companys Current Report on Form8-K filed with the Commission on April15, 2016) 10.5(f) Assumption Agreement, dated September19, 2016, by and between ON Semiconductor (China) Holdings, LLC and Deutsche Bank AG New York Branch (incorporated by reference to Exhibit10.1 to the Companys Current Report on Form8-K filed with the Commission on September23, 2016) 10.5(g) Pledge Supplement, dated September19, 2016, by ON Semiconductor (China) Holdings, LLC (incorporated by reference to Exhibit10.2 to the Companys Current Report on Form8-K filed with the Commission on September23, 2016) 10.5(h) Assumption Agreement, dated September19, 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 Exhibit10.3 to the Companys Current Report on Form 8-K filed with the Commission on September23, 2016) 10.5(i) Pledge Supplement, dated September19, 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 Exhibit10.4 to the Companys Current Report on Form8-K filed with the Commission on September23, 2016) 10.5(j) First Amendment to Credit Agreement, dated September30, 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 Exhibit10.1 to the Companys Current Report on Form8-K filed with the Commission on September30, 2016) 10.5(k) Second Amendment to Credit Agreement, dated March31, 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 Exhibit10.1 to the Companys Current Report on Form8-K filed with the Commission on April3, 2017) 10.5(l) Third Amendment to Credit Agreement, dated November30, 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 Exhibit10.1 to the Companys Current Report on Form8-K filed with the Commission on December4, 2017) 10.5(m) Fourth Amendment to Credit Agreement, dated May31, 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 Exhibit10.1 to the Companys Quarterly Report on Form10-Q filed with the Commission on July 30, 2018) 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 Companys Current Report on Form 8-K filed with the Commission on June 17, 2019) 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 Companys Quarterly Report on Form 10-Q filed with the Commission on October 28, 2019) 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) 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 Companys Current Report on Form 8-K filed with the Commission on June 24, 2020) 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 Companys Quarterly Report on Form 10-Q filed with the Commission on August 2, 2021) 10.6(a) Form of Convertible Note Hedges related to the Company's 1.625% Convertible Senior Note due 2023(1) 10.6(b) Form of Warrant Confirmation for Warrants related to the Company's 1.625% Convertible Senior Note due 2023(1) 10.7(a) ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (as amended and restated February 11, 2022)(1)(2) 10.7(b) Restricted Stock Units Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (2019 form agreement for Section 16 Officers) (incorporated by reference to Exhibit10.1 to the Companys Current Report on Form8-K filed with the Commission on February 19, 2019)(2) 10.7(c) 2020 Form of Performance-Based Restricted Stock Units Award for Senior Vice Presidents and Above (Upside) under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K/A filed with the Commission on March 5, 2020)(2) 10.7(d) Restricted Stock Units Award Agreement under the ON Semiconductor Amended and Restated Stock Incentive Plan (2021 form agreement for Senior Employee Group) (incorporated by reference to Exhibit 10.4to the Companys Quarterly Report on Form 10-Q filed with the Commission on May 3, 2021)(2) 10.7(e) 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 Companys Quarterly Report on Form 10-Q filed with the Commission on May 3, 2021)(2) 10.7(f) Restricted Stock Units Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan for Hassane S. El-Khoury, dated December 7, 2020(incorporated by reference to Exhibit 10.7(r)to the Company's Annual Report on Form 10-K filed with the Commission on February 16, 2021)(2) 10.7(g) Performance-Based Restricted Stock Units Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan for Hassane S. El-Khoury, dated December 7, 2020(incorporated by reference toExhibit 10.7(s) to the Company's Annual Report on Form 10-K filed with the Commission on February 16, 2021)(2) 10.7(h) Restricted Stock Units Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan for Thad Trent, dated February 16, 2021 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed with the Commission on May 3, 2021)(2) 10.7(i) Performance-Based Restricted Stock Units Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan for Thad Trent, dated February 16, 2021 (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q filed with the Commission on May 3, 2021)(2) 10.8(a) ON Semiconductor Corporation 2000 Employee Stock Purchase Plan, as amended and restated as of May20, 2009 (incorporated by reference to Exhibit4.1 to the Registration Statement on Form S-8 No.333-159381 filed 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 May15, 2013 (incorporated by reference to Exhibit10.1tothe Companys Quarterly Report on Form10-Q filed 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 May20, 2015 (incorporated by reference to Exhibit10.6 to the Companys Quarterly Report on Form10-Q filed 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 May17, 2017 (incorporated by reference to Exhibit10.2 to the Companys Quarterly Report on Form10-Q filed with the Commission on August7, 2017)(2) 10.8(e) ON Semiconductor Corporation 2000 Employee Stock Purchase Plan (as amended by the amendment effective March 17, 2021), approved by stockholders May 20, 2021 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed with the Commission on August 2, 2021)(2) 10.9 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, 2021)(2) 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 Companys Quarterly Report on Form 10-Q filed with the Commission on May 3, 2021)(2) 10.11 Employment Agreement by and between Semiconductor Components Industries, LLC and Vincent C. Hopkin, dated as of May 11, 2018 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed with the Commission on July 30, 2018)(2) 10.12 Employment Agreement by and between Semiconductor Components Industries, LLC and Simon Keeton, dated January1, 2019 (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K filed with the Commission on February 20, 2019)(2) 10.13 Key Officer Severance and Change in Control Agreement by and between Semiconductor Components Industries, LLC and Ross F. Jatou, dated as of October 1, 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) 10.14 Form of Indemnification Agreement with Directors and Officers (incorporated by reference to Exhibit10.1 to the Companys Current Report on Form8-K filed with the Commission on February25, 2016)(2) 10.16(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 Companys Quarterly Report on Form 10-Q filed with the Commission on August 5, 2019) 10.16(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 Companys Current Report on Form 8-K filed with the Commission on October 7, 2020) 10.17 Settlement Agreement, dated October 19, 2019, by and between ON Semiconductor Corporation and Power Integrations, Inc. (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K filed with the Commission on February 19, 2020) 10.18(a) Form of Confirmation for Convertible Notes Hedges related to the Companys 0% Convertible Senior Note due 2027 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the Commission onMay 19, 2021) 10.18(b) Form of Confirmation for Warrants related to the Companys 0% Convertible Senior Note due 2027 (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed with the Commission on May 19, 2021) 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 Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1) 31.2 Certification by CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1) 32 Certification by CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(3)