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SCHEDULE 13G
Amendment No. 2
ON Semiconductor Corporation
Common Stock
Cusip #682189105
Cusip #682189105
Item 1: Reporting Person - FMR Corp.
Item 4: Delaware
Item 5: 2,407,672
Item 6: 0
Item 7: 47,291,273
Item 8: 0
Item 9: 47,291,273
Item 11: 14.330%
Item 12: HC
Cusip #682189105
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 47,291,273
Item 8: 0
Item 9: 47,291,273
Item 11: 14.330%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
ON Semiconductor Corporation
Item 1(b). Name of Issuer's Principal Executive Offices:
5005 East McDowell Road
Phoenix, AZ 85008
Item 2(a). Name of Person Filing:
FMR Corp.
Item 2(b). Address or Principal Business Office or, if None,
Residence:
82 Devonshire Street, Boston,
Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
682189105
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing, FMR Corp., is a parent holding company
in accordance with Section 240.13d-1(b)(ii)(G). (Note: See
Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 47,291,273
(b) Percent of Class: 14.330%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to direct
the vote: 2,407,672
(ii) shared power to vote or to
direct the vote: 0
(iii) sole power to dispose or to
direct the disposition of: 47,291,273
(iv) shared power to dispose or to
direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock of ON Semiconductor
Corporation. The interest of one person, Fidelity Leveraged
Co Stock Fund, an investment company registered under the
Investment Company Act of 1940, in the Common Stock of
ON Semiconductor Corporation, amounted to 17,876,600
shares or 5.417% of the total outstanding Common Stock at
December 31, 2006.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of
the Group.
Not applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
February 14, 2007
Date
/s/Eric D. Roiter
Signature
Eric D, Roiter
Duly authorized under Power of Attorney
dated December 30, 1997 by and on behalf of FMR Corp. and
its direct and indirect subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G,
Fidelity Management & Research Company ("Fidelity"), 82
Devonshire Street, Boston, Massachusetts 02109, a wholly-
owned subsidiary of FMR Corp. and an investment adviser
registered under Section 203 of the Investment Advisers Act
of 1940, is the beneficial owner of 44,883,601 shares or
13.600% of the Common Stock outstanding of ON
Semiconductor Corporation ("the Company") as a result of
acting as investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of
1940. The number of shares of Common Stock of ON
Semiconductor Corporation owned by the investment
companies at December 31, 2006 included 3,864,460 shares of
Common Stock resulting from the assumed conversion of
$37,930,000 principal amount of ON SEMICONDUCTOR
CV 0% 4/15/24 (101.8849 shares of Common Stock for each
$1,000 principal amount of debenture). The number of shares
of Common Stock of ON Semiconductor Corporation owned
by the investment companies at December 31, 2006 included
714,285 shares of Common Stock resulting from the assumed
conversion of $5,000,000 principal amount of ON SEMI CV
1.875 12/15/25 144A (142.8571 shares of Common Stock for
each $1,000 principal amount of debenture).
The ownership of one investment company, Fidelity
Leveraged Co Stock Fund, amounted to 17,876,600 shares or
5.417% of the Common Stock outstanding. Fidelity Leveraged
Co Stock Fund has its principal business office at 82
Devonshire Street, Boston, Massachusetts 02109.
Edward C. Johnson 3d and FMR Corp., through its
control of Fidelity, and the funds each has sole power to
dispose of the 44,883,601 shares owned by the Funds.
Members of the family of Edward C. Johnson 3d,
Chairman of FMR Corp., are the predominant owners, directly
or through trusts, of Series B shares of common stock of FMR
Corp., representing 49% of the voting power of FMR Corp.
The Johnson family group and all other Series B shareholders
have entered into a shareholders' voting agreement under
which all Series B shares will be voted in accordance with the
majority vote of Series B shares. Accordingly, through their
ownership of voting common stock and the execution of the
shareholders' voting agreement, members of the Johnson
family may be deemed, under the Investment Company Act of
1940, to form a controlling group with respect to FMR Corp.
Neither FMR Corp. nor Edward C. Johnson 3d,
Chairman of FMR Corp., has the sole power to vote or direct
the voting of the shares owned directly by the Fidelity Funds,
which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.
Pyramis Global Advisors Trust Company ("PGATC"),
53 State Street, Boston, Massachusetts, 02109, an indirect
wholly-owned subsidiary of FMR Corp. and a bank as defined
in Section 3(a)(6) of the Securities Exchange Act of 1934, is
the beneficial owner of 7,132 shares or 0.002% of the
outstanding Common Stock of the ON Semiconductor
Corporation as a result of its serving as investment manager of
institutional accounts owning such shares. The number of
shares of Common Stock of ON Semiconductor Corporation
owned by the institutional accounts at December 31, 2006
included 7,132 shares of Common Stock resulting from the
assumed conversion of $70,000 principal amount of ON
SEMICONDUCTOR CV 0% 4/15/24 (101.8849 shares of
Common Stock for each $1,000 principal amount of
debenture).
Edward C. Johnson 3d and FMR Corp., through its
control of Pyramis Global Advisors Trust Company, each has
sole dispositive power over 7,132 shares and sole power to
vote or to direct the voting of 7,132 shares of Common Stock
owned by the institutional accounts managed by PGATC as
reported above.
Fidelity International Limited ("FIL"), Pembroke Hall,
42 Crow Lane, Hamilton, Bermuda, and various foreign-based
subsidiaries provide investment advisory and management
services to a number of non-U.S. investment companies and
certain institutional investors. FIL, which is a qualified
institution under section 240.13d-1(b)(1) pursuant to an SEC
No-Action letter dated October 5, 2000, is the beneficial
owner of 2,400,540 shares or 0.727% of the Common Stock
outstanding of the Company. The number of shares of
Common Stock of ON Semiconductor Corporation owned by
the institutional account(s) at December 31, 2006 included
780,439 shares of Common Stock resulting from the assumed
conversion of $7,660,000 principal amount of ON
SEMICONDUCTOR CV 0% 4/15/24 (101.8849 shares of
Common Stock for each $1,000 principal amount of
debenture). The number of shares of Common Stock of ON
Semiconductor Corporation owned by the institutional
account(s) at December 31, 2006 included 178,571 shares of
Common Stock resulting from the assumed conversion of
$1,250,000 principal amount of ON SEMI CV 1.875 12/15/25
144A (142.8571 shares of Common Stock for each $1,000
principal amount of debenture).
Partnerships controlled predominantly by members of
the family of Edward C. Johnson 3d, Chairman of FMR Corp.
and FIL, or trusts for their benefit, own shares of FIL voting
stock with the right to cast approximately 47% of the total
votes which may be cast by all holders of FIL voting stock.
FMR Corp. and FIL are separate and independent corporate
entities, and their Boards of Directors are generally composed
of different individuals.
FMR Corp. and FIL are of the view that they are not
acting as a "group" for purposes of Section 13(d) under the
Securities Exchange Act of 1934 (the "1934" Act) and that
they are not otherwise required to attribute to each other the
"beneficial ownership" of securities "beneficially owned" by
the other corporation within the meaning of Rule 13d-3
promulgated under the 1934 Act. Therefore, they are of the
view that the shares held by the other corporation need not be
aggregated for purposes of Section 13(d). However, FMR
Corp. is making this filing on a voluntary basis as if all of the
shares are beneficially owned by FMR Corp. and FIL on a
joint basis.
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on February 14, 2007, agree
and consent to the joint filing on their behalf of this Schedule
13G in connection with their beneficial ownership of the
Common Stock of ON Semiconductor Corporation at
December 31, 2006.
FMR Corp.
By /s/ Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney dated
December 30, 1997, by and on behalf of FMR Corp. and its
direct and indirect subsidiaries
Edward C. Johnson 3d
By /s/ Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney dated
December 30, 1997, by and on behalf of Edward C. Johnson
3d
Fidelity Management & Research Company
By /s/ Eric D. Roiter
Eric D. Roiter
Senior V.P. and General Counsel
Fidelity Leveraged Co Stock Fund
By /s/ Eric D. Roiter
Eric D. Roiter
Secretary