SEC Filing | onsemi

ON SEMICONDUCTOR CORPORATION

(Registrant)

Date: March 10, 2017

/s/ BERNARD GUTMANN

Bernard Gutmann

Executive Vice President, Chief Financial Officer, & Treasurer

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8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

March 10, 2017

Date of Report (Date of earliest event reported)

ON Semiconductor Corporation

(Exact name of registrant as specified in its charter)


Delaware	000-30419	36-3840979
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

ON Semiconductor Corporation 5005 E. McDowell Road Phoenix, Arizona		85008
(Address of principal executive offices)		(Zip Code)

(602) 244-6600

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01

Regulation FD Disclosure

On March 10, 2017, ON Semiconductor Corporation (“ON Semiconductor”) presented business and financial information to institutional investors, analysts, members of the press and the general public at a publicly available webcast meeting (the “Analyst Day Meeting”). Attached hereto as exhibits and incorporated by reference herein are the Analyst Day Meeting presentations made by: (1) Keith Jackson, President and Chief Executive Officer; (2) Bob Klosterboer, Executive Vice President and General Manager, Analog Solutions Group; (3) Taner Ozcelik, Senior Vice President and General Manager, Image Sensor Group; (4) Bill Hall, Executive Vice President and General Manager, Power Solutions Group; and (5) Bernard Gutmann, Executive Vice President, Chief Financial Officer, and Treasurer.

During the course of the Analyst Day Meeting, ON Semiconductor’s executives discussed the company’s corporate strategy, the integration of Fairchild Semiconductor International, Inc., financial performance, and business updates. The presentations include forward-looking statements and accompanying risk factors, and these presentations may be found at onsemi.com.

The information in this report shall not be treated as filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such a filing. The furnishing of this report is not intended to constitute a determination by ON Semiconductor that the information herein is material or that the dissemination of such information is required by Regulation FD.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

The below exhibits are furnished as part of this report.


Exhibit No.		Description

99.1		Analyst Day Meeting Presentation by Keith Jackson dated March 10, 2017.

99.2		Analyst Day Meeting Presentation by Bob Klosterboer dated March 10, 2017.

99.3		Analyst Day Meeting Presentation by Taner Ozcelik dated March 10, 2017.

99.4		Analyst Day Meeting Presentation by Bill Hall dated March 10, 2017.

99.5		Analyst Day Meeting Presentation by Bernard Gutmann dated March 10, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EX-99.1

Financial Analyst Day Phoenix, Arizona March 10, 2017 Exhibit 99.1

RETHINK ENERGY EFFICIENCY. Financial Analyst Day | Phoenix, Arizona | March 10, 2017

Agenda Analyst Day 2017 Introduction - Parag Agarwal8:00-8:05 Strategic Overview - Keith Jackson8:05-8:35 Q&A Analog Solutions Group - Bob Klosterboer 8:50-9:20 Image Sensor Group - Taner Ozcelik 9:20-9:50 Break Power Solutions Group – Bill Hall10:05-10:35 Q&A Finance - Bernard Gutmann10:50-11:20 Q&A

Safe Harbor Statement and Non-GAAP and Forecast Information This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are often characterized by the use of words such as “believes,” “estimates,” “expects,” “projects,” “may,” “will,” “intends,” “plans,” or “anticipates,” or by discussions of strategy, plans or intentions. All forward-looking statements in this presentation are made based on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. These factors include, among others: our revenues and operating performance; economic conditions and markets (including current financial conditions): risks related to our ability to meet our expectations regarding revenue growth, margin expansion, free cash flow generation, operational efficiency and the realization of synergies from our acquisition of Fairchild; effects of exchange rate fluctuations; the cyclical and seasonal nature of the semiconductor industry; changes in demand for our products; changes in inventories at our customers and distributors; technological and product development risks; enforcement and protection of our IP rights and related risks; risks related to the security of our information systems and secured network; availability of raw materials, electricity, gas, water and other supply chain uncertainties; our ability to effectively shift production to other facilities when required in order to maintain supply continuity for our customers; variable demand and the aggressive pricing environment for semiconductor products; our ability to successfully manufacture in increasing volumes on a cost-effective basis and with acceptable quality for our current products; risks associated with acquisitions and dispositions, including our recent acquisition of Fairchild (including our ability to realize the anticipated benefits of our acquisitions and dispositions; risks that acquisitions or dispositions disrupt our current plans and operations, the risk of unexpected costs, charges or expenses resulting from acquisitions or dispositions and difficulties encountered from integrating and consolidating and timely filing financial information with the SEC for acquired businesses and accurately predicting the future financial performance of acquired businesses); competitor actions, including the adverse impact of competitor product announcements; pricing and gross profit pressures; loss of key customers; order cancellations or reduced bookings; changes in manufacturing yields; control of costs and expenses and realization of cost savings and synergies from restructurings; significant litigation; risks associated with decisions to expend cash reserves for various uses in accordance with our capital allocation policy such as debt prepayment, stock repurchases, or acquisitions rather than to retain such cash for future needs; risks associated with financing and capital markets activities; risks associated with our substantial leverage and restrictive covenants in our debt agreements that may be in place from time to time; risks associated with our worldwide operations, including foreign employment and labor matters associated with unions and collective bargaining arrangements as well as man-made and/or natural disasters affecting our operations and finances / financials; the threat or occurrence of international armed conflict and terrorist activities both in the United States and internationally; risks and costs associated with increased and new regulation of corporate governance and disclosure standards; and risks related to new legal requirements and risks involving environmental or other governmental regulation. Additional factors that could affect our future results or events are described in our Annual Report on Form 10-K for the year ended December 31, 2016 and in other filings we make with the SEC. We caution you not to place undue reliance on any forward-looking statements, which are made only as of the date of this presentation. We do not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements. This presentation, and the related discussion, also contain certain non-GAAP financial measures, including non-GAAP operating expenses, which should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with generally accepted accounting principles (“GAAP”). Please refer to the Appendix of this presentation for our calculation methodologies and a reconciliation of these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP. Analyst Day 2017

Keith Jackson, President and CEO RETHINK ENERGY EFFICIENCY.

Driving shareholder value through strong execution and free cash flow generation Analyst Day 2017 ON Semiconductor

Analyst Day 2017 Key Takeaways 1 2 3 4 Highly diversified & defensible business with high revenue visibility, & increasing exposure to Auto, Industrial, & Comm. markets ON has transformed itself into a provider of enabling technologies in strategic end-markets Margin expansion & accelerated Free Cash Flow1 generation, even if revenue growth fails to materialize Strong execution on Fairchild integration, raising synergy targets 1: Free Cash Flow or FCF is defined as Operating Cash Flow less capital expenditure

Analyst Day 2017 Evolution Into a Power and Analog Player Analog/Power/Sensors Consumer + Computing Auto/Industrials/Comm. 2006 2011 4Q 2016 Other

Analyst Day 2017 Highly DIVERSIFIED CUSTOMER BASE Top 20 customers 36% of 2016¹ revenue ¹: FY2016 represents FY16 Pro Forma ON+FCS Revenue

Analyst Day 2017 Enabling Innovation AUTOMOTIVE Sensor fusion for ADAS applications Vehicle electrification and power management for EV/HEV Disruptive technologies, such as solutions for ring cabling INDUSTRIAL GaN and SiC based power management solutions Machine vision for industrial automation, robotics and security applications Sensors, wireless connectivity and power manage- ment for IoT COMMUNICATION High efficiency fast and wireless charging solutions Complete solutions for USB Type C device connectivity and power delivery Wireless infrastructure power solutions

Analyst Day 2017 Strategic Priorities Accelerate Free Cash Flow Generation Growth with Profitability Continue to Improve Industry Leading Cost Structure Leverage Sales Reach and Distribution Partnerships Invest in markets with sustained profitability and growth: Auto, Industrial, Communications Target innovative products to address power management, sensors, connectivity and other challenges Cross-sell products from ON and Fairchild Leverage scale to drive sales through distribution channel Optimization of front-end production (high volume & low cost) and insourcing of back-end Synergies from Fairchild acquisition Sharp focus on margin improvements

Analyst Day 2017 Fairchild Integration Update Customer and market response better than expected Strong execution driving higher than expected synergies Positive revenue synergies with Fairchild bookings up 49% year on year Significant cross-selling opportunities Exceeding Strategic and Financial Objectives Solid Strength in Fairchild Revenue Optimization of front-end facilities Back-end insourcing to start towards the end of 2017 Gross Margin Improvement Program on Track

Analyst Day 2017 Transformative impact of Fairchild Catapults ON to a leadership position in power market Customers looking for alternative to market leader Positions ON as one-stop shop for multiple products and technologies Addition of key technologies to ON’s portfolio Fast charging, USB-C, SiC, HV and MV IGBTs and MOSFETs, Superjunction MOSFETs Vastly improved scale and cost structure Addition of highly efficient fabs to ON’s network Operating leverage and efficiency through higher volume Strong Free Cash Flow Contribution Projected incremental FCF of $260m by 2019 Value creation through rapid deleveraging and capital returns

Industry consolidation to continue Still too many sub-scale players Significant fragmentation in Analog/Power segment Scale is relative Larger players will continue to consolidate Maintaining competitive cost structure is critical ON will participate, but as always, in a disciplined manner Investments will be required to generate returns significantly above cost of capital Focus on adding key technologies and capabilities Collateral benefits Potential for share gains driven by customer consternation, especially if a foreign entity is involved Analyst Day 2017 Thoughts on Industry Consolidation

Analyst Day 2017 Extending competitive advantage Accelerating margin expansion Integrated manufacturing with unrivaled scale1 Enabling new technologies to address key markets Highly differentiated power management, analog & sensor products Synergistic and broad product portfolio with 84k SKUs Industry leading cost structure ¹: ~1.3 billion units shipped per week in 4Q16

Analyst Day 2017 Synergistic portfolio EXAMPLE - ADAS EEPROM CAV25M02 Video I2C 3.3V Image Sensor AR0132AT LDO NCV8170 3.3V 1.5V 1.3V Multi-Rail Power Supply PMU NCV97310 LDO NCV8154 Camera LVDS Deserializer EEPROM CAV25M01 Image Sensing LED Driver NCV1406 LDO NCV8152 LED Touch Sensor LC717A00AJ Display Ethernet Transceiver Ethernet ESD SZNUP2114 Ethernet LIN LIN Transceiver NCV7321 LIN ESD NUP1105L USB Transceiver USB ESD ESD8004 USB CAN CAN Transceiver NCV7340 CANFD ESD NUP2105 Vehicle CAN BUS Power Solutions Group Image Sensor Group Analog Solutions Group Microcontroller/CPU DSP AP0202AT Input Battery Protection MBRS260T3G (60V SMB) MURS140(400V SOD) FlexRay FlexRay Transceiver NCV7381 FlexRay ESD NUP2115L LIN LIN Transceiver NCV7321 LIN ESD NUP1105L LVDS Protection SZESD7004 LVDS LVDS Protection SZESD7205 LVDS Serializer Video I2C 3.3V Image Sensor AR0132AT LDO NCV8170 Camera LVDS Deserializer EEPROM CAV25512 Image Sensing LVDS Protection SZESD7102 LVDS Serializer LDO NCV8170

Analyst Day 2017 Value Proposition to Customers Enabler of new technologies in power, analog, sensors and connectivity for auto, industrial, and communications markets Focused on providing solutions with synergistic and broad product portfolio of 84,000 SKUs Reliable supplier with industry leading cost structure and operational efficiency

Analyst Day 2017 Strategic Focus on Key Markets AUTOMOTIVE Expected 4 year revenue CAGR of 7-9% Broad engagement with global market leading Tier-1 integrators & OEMs Leadership in high growth applications like ADAS, LED lighting, motor control and EV/HEV powertrain INDUSTRIAL Expected 4 year revenue CAGR of 3-5% Expanded position at leading industrial OEMs following Fairchild acquisition Comprehensive portfolio of power, sensors, motor drive and connectivity solutions for high-growth HPPC, Motor Control and IoT applications COMMUNICATION Expected 4 year revenue CAGR of 2-4% Strong position with leading domestic and Chinese OEMs Expanded solutions portfolio to address high growth fast and wireless charging, USB Type-C and wireless infrastructure power applications POSITIONED to outgrow THE semiconductor industry

Analyst Day 2017 Automotive- Expected Revenue CAGR 7-9% Body & Interior Lighting In-Vehicle Networking Autonomous Vehicles Vehicle Electrification (EV/HEV) ¹: FY2016 represents Q4’ 16 Annualized values. ¹

Analyst Day 2017 Addressable content of $200-$4001 in autos Powertrain Engine Control Transmission Control Ignition Throttle Control Start-Stop 48 V System Electrification Charging Body & Interior Body Computers & Gateways HVAC Door & Seat Smart-Junction Box Instrument Clusters Infotainment Connectivity Wireless Charging In-Vehicle Networking LIN/CAN, SBC, FlexRay & Ethernet Active Safety Rear View Camera Surround View Camera Park Assist Forward-Looking ADAS In-Cabin ADAS E-Mirror lighting LED Exterior LED Interior Adaptive Front Lighting System (AFLS) Stepper Motor Control Pixel Lighting Laser Lighting ¹: Assuming level 2 autonomous features. $200 for IC engines and $400 for EV/PHEV

Analyst Day 2017 A Leader in Vehicle Electrification Shared Portfolio 650/1200 V IGBTs 650 V GaN transistors Op-amps & current sense DC-DC, LDO, IVN, ASIC 650/1200 V Rectifiers 1200 V SiC Rectifiers/FETs Main Drive 650 V IGBTs Half-bridge drivers P-channel MOSFETs 650 V GaN transistors Automotive modules Op-amps & current sense DC-DC, LDO, IVN, ASICs 650 V SJ MOSFETs 650 V Si/SiC Rectifiers/FETs HV Loads 40 V FETs (lowest RDSON) Battery Management 650 V IGBTs 650 V GaN transistors Op-amps & current sense DC-DC, LDO, IVN, ASIC 650 V SJ MOSFETs 650 V Si/SiC Rectifiers/FETs Automotive HV modules Gate drivers ON-Board Charger 40 V FETs Op-amps & current sense DC-DC, LDO, IVN, ASICs 80/100 V FETs Half-bridge drivers (high speed) 12V 48V DC-DC

Analyst Day 2017 Industrials- Expected Revenue CAGR 3-5% High Performance Power Conversion Industrial Automation Internet of Things ¹ ¹: FY2016 represents Q4’ 16 Annualized values.

Analyst Day 2017 A Leader in High Performance Power Conversion 480 V AC 3 Phase Loads: CPU DSP Memory 650 V SJ MOSFETs 650 V Si/SiC FETs/Rectifiers 1200 V IGBT PIMs 650 V GaN transistors PFC/PWM controllers 650 V IGBTs DrMOS DC-DC Buck-Boost PMICs DC-DC Buck LDOs LV FETs 1.8 V, 3 A 1.2 V, 1 A 5.0, 3.3 V 2.5 V, 1.8 V 12 V 48 V 400 V Shared Portfolio 650 V SJ MOSFETs 650 V Si/SiC FETs/Rectifiers Half-bridge drivers 80-100 V FETs 650 V IGBT PIMs 650 V GaN transistors PWM controllers 650 V IGBTs/Si FETs

Analyst Day 2017 A Leader in Motor Control Emerging Precision Motion Control Silent BLDC Advanced Substrates Motor Power Module Industrial 1ph/3ph BLDC Drivers Complex Motion Control Motor Power Module Silicon Carbide Power Discretes Opto Gate Drivers

Analyst Day 2017 Communications - Expected Revenue CAGR 2-4% USB Type C Fast & Wireless Charging Wireless infrastructure Power ¹ ¹: FY2016 represents Q4’ 16 Annualized values.

Analyst Day 2017 Addressable content of $9 in smartphones High Power Load Switches and FETs Low Power Load Switches and FETs AP MCU PMIC Camera PMIC Buck Boost, Buck-Boost 2-input and High Current Switching Battery Charger LDOs Power Discretes Fuel Gauge Battery FETs, BPIC USB PD/Type-C Interface Controllers and Data Management 1-input Switching Battery Charger Secondary Power Conversion and Protection Quick Charge 3.0 Smart Charging Wireless Charging TX High Power Primary Power Conversion and Protection USB PD, Qualcomm QuikCharge 2.0, MediaTek CPE+, Smart Charging Protocols Optocoupler ESD Protection Wireless Charging RX

Analyst Day 2017 Summary 1 2 3 ON has transformed itself as provider of enabling technologies for its strategic end-markets – Automotive, industrial, and communications Focus on accelerating free cash Flow and expanding margins through operational improvements and synergies Fairchild integration ahead of schedule– raising synergies targets

EX-99.2

Confidential Proprietary Financial Analyst Day Phoenix, Arizona March 10, 2017 Exhibit 99.2

RETHINK ENERGY EFFICIENCY. Financial Analyst Day | Phoenix, Arizona | March 10, 2017

Bob Klosterboer, Executive Vice President Analog Solutions Group

Energy Efficient Analog Solutions for Automotive, Industrial & Communications Analyst Day 2017 ON Semiconductor

Analyst Day 2017 Analog Solutions Group (ASG) Annualized 20161 revenue $1.9B gross margin 39% Industrial Leader in ASICs and motor control Growth drivers - IoT communication and mobile medical automotive Leader in automotive power management, LED lighting control, & sensor interface ICs. Growth driver - ADAS power communications Leader in wall to battery charging solutions and power management. Growth drivers - USB-C & intelligent charging 1: Annualized 2016 results based on 4Q16 actual results

Analyst Day 2017 KEY TAKEAWAYS 1 Continue to drive growth in key strategic markets – automotive, industrial, and communications 2 3 4 Sharp focus on margin expansion through cost reduction and portfolio management Innovative and disruptive products and technologies for IoT Edge devices Expanding beyond ICs to providing complete solutions, including modules and software

Analyst Day 2017 ASG Strategic intent and Goals 1 Market leadership in analog power management market Continue to grow at rate twice that of market through targeting innovative products for rapidly growing applications Differentiation through integration and power efficiency Expand margins through operation improvements and opex rationalization 2020 Target Model - Revenue $2.1B, non-GAAP gross margin 45% 2 3 4 5

Analyst Day 2017 Fairchild adds to strength 1 +$300m of mobile business with market leading customers Complete and robust portfolio of USB type-C and power delivery solutions New customers and applications in industrial off line power conversion Aligned cloud computing capability and roadmap with ON computing Business 2 3 4

Analyst Day 2017 ASG Growth Opportunities in Strategic Markets AUTOMOTIVE 31% of revenue Key Applications ADAS, Lighting, Body, Safety, Infotainment, Powertrain INDUSTRIAL 20% of revenue Key Applications Building Control, Industrial Motor, Cloud Power, Industrial IOT, Robotics, Medical COMMUNICATION 26% of revenue Key Applications Smartphone, Tablet, Adaptors, Wearables, Netcom Based on 4Q16 actual results

Safety/ADAS Powertrain Analyst Day 2017 ASG Current Automotive Market Body/Lighting Infotainment Addressable Content per light vehicle: $90 In-vehicle Communication Source: Strategic Analytics Q1 2017 – Power, Linear, Small Signal. 1: FY2016 revenue represents Q4’ 16 Annualized values. #1 in lighting solutions

LVDS, FlexRAY Higher speed data Power management More computing power Analyst Day 2017 ASG Key Automotive growth drivers Sensor interface Driver assistance Smart FETs Central control Source: Strategic Analytics

Analyst Day 2017 Automotive “Expanding content and capabilities” Active SAFETY ASIC Power Supplies Current Sense LDO adas Power Supplies System Basis Chips Motor Control Smart FETs Ultrasonic Sensor I/F Image Sensor support Electrification Inductive Senor I/F IP Start-Stop – ASIC/ASSP Power Supplies System Basis Chips Current Sense LDOs Battery Monitoring Strong Offering Major Investment Fairchild Additions In-Vehicle Networking System Basis Chips (SBC) FlexRay Ethernet CAN Partial Network LIN relay Powertrain Pressure Sensor I/F IP Multi-Spark IGBT Igniters Transmission Control Knock Sensor Interface lighting Full LED AFS LIN RGB SMPS SBC Motor Control Backlighting Smart FETs HS Pixel Lighting Instrument Clusters LED Backlight Power Supplies Smart FETs System Basis Chips

Analyst Day 2017 Leadership in Automotive LED Lighting Front Lighting content per car up to $16 #1 in Automotive lighting motion control #2 in Automotive LED power Rear and interior lighting control Winning: Continental, Hella, Magneti-Marelli, Osram, Lear, Valeo, Keboda, MELCO, ZKW Source: IHS and ON Semiconductor

Analyst Day 2017 Extending power opportunity in ADAS Power Supply Content per Vehicle Cameras (Rear & surround view) VCM (Vision Control Module) RADAR/LIDAR (24, 77 and 79GHz) Ultrasonic 1 / Vehicle 6 to 10 / Vehicle 5 to 12/ Vehicle 5 to 15/ Vehicle $8 $12 - $20 $5 - $12 $2 - $6 ASIL Level A/NA A/B B/C D CAGR 20% GM >50% CAGR 11% GM 50% CAGR 6% GM 35% CAGR 17% GM 55% 10% TAM CAGR 2016 2020 $237M $495M Source: Data Strategy Analytics 2015

Circuit Breaking Intelligent switching Medical Imaging Faster with Higher Quality Analyst Day 2017 ASG Current Industrial Market IoT Edge Node Standards based communication LED Lighting Connected high efficiency Motor Control Precision ¹: FY2016 represents Q4’ 16 Annualized values. #1 in Industrial ASICs and ASSPs Trusted Design and manufacturing Efficient power conversion Long product lifecycles 2016 to 2020 growth projected at 7%

Analyst Day 2017 ASG Key Industrial growth drivers Robotics PrEcision Motor control Mobile Medical Ultra low power BLE 5.0 Connected Sensing and Control ZigBee | ThreaD | Sigfox Safety and Security Smart Breakers Source: Strategic Analytics

Analyst Day 2017 Intelligent Charging Intelligent charging solutions are a key growth driver: CAGR 34% #1 in Travel Adaptor First to market with A4WP solutions 1st true multi-mode solutions supporting all standards Intelligent charging adds up to $0.20 per device Wireless Charging content per phone up to $1 Source: IHS, ON Semiconductor

Analyst Day 2017 ASG Communications Market Power management Bigger Smarter Phone Faster Charging Complete wall to battery charging solutions Rf tuning Better reception Source: Strategic Analytics Q1 2017 – Power, Linear, Small Signal. ¹: FY2016 represents Q4’ 16 Annualized values.

Analyst Day 2017 Mobile Solutions - Wall to Battery Solution Primary Side Controller Fuel gauge Battery protection Battery charger Over-voltage/current Switch Type-C Synchronous Rectifier Fast Charging Protocol Bypass Charger USB Interface Controller to AP to AP Wall to Battery Faster charge times + higher density + higher efficiency = increased content 3A Charge 92% Efficiency Past 6A Charge 96% Efficiency Today 10A+ Charge 98% Efficiency 2018 5W 4.5W/in^3 18W 12W/in^3 25W 20W/in^3 Current Products Products Under Development

Analyst Day 2017 Leadership in USB Type-C USB Type-C and Audio multiplexing adding $0.35 per port 1st to market with a certified 10GHz SuperSpeed solution adding $0.75 per port ON USB content per phone up to $1.50 Active cables will provide $40M of new SAM in 2017 - CAGR >60% Winning : Huawei, ASUS, LG, BBK, Lenovo/Motorola, HTC, Meizu, GoPro, Samsung, Sony, Zimi, Cooper Source: IHS, ON Semiconductor

Analyst Day 2017 ASG Leveraging computing strength into growth COMPUTING Interface Clocking Dr.MOS Sky Lake Content Notebook: $2.65 CLOUD Interface Clocking Dr.MOS Purley Content 2P System: ~$50 AUTOMOTIVE #1 Position in VCORE Interface Clocking Dr.MOS ADAS Vcore Content Intel “Brain”: $8.00 MOBILE Interface Clocking Dr.MOS Multiphase Content High End: $2.20

Analyst Day 2017 Total Solution Ecosystem Broad Reaching Solutions and Offerings Enable Accelerated Product Development and Time to Market Multi-chip Solutions Full Custom Solutions S/H Diagnos - tics DAC ADC PGA AMUX EEPROM OTP Temp sense HV HV HV HV HV BUF Peripheral Extension Logic Cntrl Block Micro Core RAM ROM or Flash Peripheral Extension JTAG Timer PWM GPIO Comm. Control Unit HV HV Comm. Transceiver R8051 Fault Detect. Protection ASSPs Standard Products Devices Modules & SIPs Development Software Development Hardware

Analyst Day 2017 ASG Margin Improvement Plans Gross margin improvement opportunities Operating margin improvement opportunities Insourcing of Fairchild assembly and test Innovative test strategies Portfolio management Scrap reduction Factory rationalization Fairchild Synergies Eliminate redundant R&D activities Allocate headcount to higher growth markets Direct headcount growth to low cost development centers Innovative prototyping to reduce high cost tooling Closer customer collaboration to improve R&D yield 600 BPS of gross margin improvement1 1: Gross margin improvement from 4Q16 base

Analyst Day 2017 Summary 1 Driving growth in automotive and industrial Reusing technologies and IP to address fast growing markets Disruptive technologies in intelligent charging & IOT connectivity Executing on margin expansion roadmap Synergistic portfolio with other business groups 2 3 4 5

EX-99.3

Confidential Proprietary Financial Analyst Day Phoenix, Arizona March 10, 2017 Exhibit 99.3

RETHINK ENERGY EFFICIENCY. Financial Analyst Day | Phoenix, Arizona | March 10, 2017

Taner Ozcelik, Senior Vice President IMAGE SENSOR GROUP

INNOVATING VISION BEYOND THE HUMAN EYE Analyst Day 2017 IMAGE SENSOR GROUP

Analyst Day 2017 KEY TAKEAWAYS 1 Leader in fast growing automotive image sensor market, which is expected to grow 24% annually for next 5 years 2 3 4 Optimized portfolio with approximately 80% exposure to automotive and industrial markets Margin expansion through mix improvement, new high margin products for industrial market, supplier diversification, yield improvements and COGS reduction Driving growth through innovation and extending ADAS portfolio to include radar for autonomous driving

Analyst Day 2017 #1 IN MISSION CRITICAL APPLICATIONS ADAS Driver Monitor Surround View AR1 Mirror Replacement AUTOMOTIVE INDUSTRIAL SPACE MEDICAL Inspection systems Security Flat Panel Inspection Machine Vision Traffic cameras Planet Labs Satellites WorldView-4 Satellite Star Trackers Mars Curiosity Rover Juno Orbiter Portable Diagnostics Digital Radiography Disposable Endoscopy Endoscopy X-ray Pill Cam 1: AR – Augmented reality

automotive Market and technology leadership Industry’s broadest product and customer portfolio Analyst Day 2017 Image sensor group (ISG) industrial Market leadership: Machine Vision, Scanning, Specialty Industrial, Medical, IP Security Technology leadership : High speed CMOS, EMCCD, TEC Packaging specialty Market focus: AR/VR, Drones, IoT Technology leadership: Global shutter image sensors Annualized 20161 Revenue $685m Gross Margin 33% 1: Annualized 2016 results based on 4Q16 actual results, 2: HDR – High Dynamic Range, 3: ASIL – Automotive Safety Integrity Level, 4: LFM – LED Flicker Mitigation 4Q16 Revenue by Market

Analyst Day 2017 ISG Strategic Intent and Goals 1 EXTEND LEADERSHIP IN MISSION CRITICAL APPLICATIONS FOR AUTOMOTIVE AND INDUSTRIAL MARKETS ADD RADAR CAPABILITIES AND ENABLE SENSOR FUSION FOR ADAS IN AUTOMOTIVE EXPAND MARGINS THROUGH Operational IMPROVEMENTS AND OPEX RATIONALIZATION 2020 TARGET MODEL – REVENUE $850m, NON-GAAP GROSS MARGIN 42% 2 3 4

Analyst Day 2017 Significant growth Opportunities in strategic markets AUTOMOTIVE 45% of revenue 2016-20 Market CAGR of 24% Growth from ADAS, NCAP1 and Automated Driving #1 in ADAS and Viewing Cameras INDUSTRIAL 37% of revenue IoT, security, automation key drivers Broadest portfolio in the market #1 in IP cameras and scanning SPECIALTY 18% of Revenue Select segments with differentiated technology, such as Global Shutter Drones, AR/VR, 360, IOT 1: NCAP – New Car Assessment Program

Analyst Day 2017 AUTOMOTIVE IMAGE SENSORS - Fast Growing Market 2016-20 industry revenue cagr of 24% Front Cameras: Forward Collision Warning Lane Departure Warning Auto High-beam Control Traffic Sign Recognition Pedestrian Detection Adaptive Cruise Control In Cabin Cameras: Passenger Monitoring Drowsy Driver Gesture UI Instrument Control DVR Side Cameras: Mirror Replacement Surround View Top View Blind Spot Detection Backup Camera Source: TSR, IHS, Gartner, ON Semiconductor

Analyst Day 2017 AUTOMOTIVE GROWTH DRIVERS - #1 Market Share and Growing 70% 30% ON Others ADAS Image sensors market share Automotive image Sensors market share ¹: FY2014 revenue includes full year Aptina revenue. Source: TSR, IHS, Gartner and ON Semiconductor

Analyst Day 2017 Leading EV has 9 ON Image Sensors in Latest Model WIDE FORWARD CAMERA IN CABIN DRIVER MONITOR FORWARD LOOKING SIDE CAMERA REARWARD LOOKING SIDE CAMERA REAR VIEW CAMERA MAX DISTANCE 50 M Narrow Forward Camera

Analyst Day 2017 Marquee automotive Customer List

Analyst Day 2017 Continuing to Gain Market Share Source: Techno Systems Research (TSR), “Automotive Camera Market Analysis 2016” , February 2017, http://www.t-s-r.co.jp

Analyst Day 2017 The Most Complete Camera Module Portfolio - Segment Device SONY Omnivision Image Sensor Image Signal Processor EEPROM LIN Transceiver Microcontroller In-Vehicle Networking Voltage regulator LDO LV & HV FET Rectifier Std. Logic ESD/EMI Diodes eFuse/Current Prot. TVS « - « « « « « « « « « « « « « - - - - - - - - - - - - - - - - - - - - - - - - - « « ü ü SIGNAL & PROTECTION POWER IMAGE SENSOR, IC & STORAGE Source: ON Semiconductor Synergistic Products for Automotive Imaging ü Leading Capability Competency Lacking Capability « ü -

Analyst Day 2017 MASTERS OF AUTOMOTIVE ECOSYSTEM ISVs Lens SerDes/IF SoC/FPGA Discrete ISP 1. 2. 3. 4. 5. Sensor Discrete ISP Serializer SoC/ FPGA Deserializer LVDS / Ethernet / AHD Camera Module Electronic Control Unit (ECU) LENS Software / DNN 1 2 3 4 5 3 6 OEM SOC SERDES SOFTWARE ON TIER1 Optics

Analyst Day 2017

Analyst Day 2017 9 IMAGE SENSORS 10 RADAR 1 LIDAR 1 FIR Imaging + Radar Fusion Customers Requiring 9 Imagers and 10 Radar Transceivers

Analyst Day 2017 Autonomous Driving Portfolio Expansion Radar & Image Sensor Fusion – SAM growth of ~10x Fusion Pre-Processor (CPU, DSP, IO) VCO Radar Tx (PA, Mod, DAC) Radar Rx (Mixer, BB, PA, ADC) To Central Processor Camera $25 SAM per Car (L2:L4) $200 Energy Efficiency: 1 sensor pre-processor vs. 2 Size & Weight Reduction: 1 cable to central processor Better Sensing: Improved imaging by using radar data Source: BofA Merrill Lynch Global Research Image Sensors & Other Image Sensors & Radar & Other ON Addressable Content

Analyst Day 2017 ISG BEST IN CLASS TECHNOLOGIES Micro Lens Color Filter Best Automotive Pixel Technology LED Processing Own CFA & Micro Lens Manufacturing Image Processing Stacking Global Shutter Highest Dynamic Range LARGEST IMAGE SENSOR AND PROCESSING PATENT PORTFOLIO WITH 2000 + PATENTS Packaging ON-Sensor Safety & Cyber Security

Analyst Day 2017 SUSTAINABLE COMPETITIVE ADVANTAGE IN AUTOMOTIVE 1 STRONG DESIGN PIPELINE Automotive design win pipeline of more than $1B with visibility of at least three years 2 3 4 COMPLETE SOLUTION Sensor, power management, protection, Image signal processing, In-vehicle networking ROBUST TECHNOLOGY LEAD HDR1, functional safety, cyber security, sensor fusion, ISP2, uLens, packaging 5 FASTEST TIME TO MARKET 2x the products per year and largest automotive imaging team in the world SENSOR FUSION Complementing leadership in image sensors with investment in automotive radar Automotive image Sensors market share Source: TSR, IHS, Gartner and ON Semiconductor; 1: HDR – High Dynamic Range, 2: ISP – Image Signal Processor

Analyst Day 2017 Industrial Growth DRIVERS PYTHON CMOS Image Sensor Family Large Format Interline CCD Source: MarketandMarkets Made in China 2025 Barcode Scanning Warehouse Automation Robotics Biometrics Traffic Cameras License Plate Recognition PCB Inspection

Analyst Day 2017 Award Winning Digital Cinematography 2016 Academy Award This camera has brought us to a point where digital is simply better. In my opinion, there are now more advantages than disadvantages to digital cinematography. Roger Deakins, ASC, BSC 13 Academy Award Nominations for Best Cinematography 2011 ASC Lifetime Achievement Award ALEV III Image Sensor ALEXA Digital Cinematography Camera Academy Award Winners for Best Cinematography 2013 2012 2014 2011 2015 For the pioneering design and engineering of the Super 35 format ALEXA digital camera system 2016 Scientific and Technical Award Academy of Motion Picture Arts and Sciences Improvements to Large Format CMOS Imagers for Use in High Definition Broadcast Video Cameras 2013 Technology and Engineering Emmy Award National Academy of Television Arts & Sciences

Eye Glasses Analyst Day 2017 ISG Specialty Imaging for Growth Global Shutter AR/VR, Drones, No motion blur or distortion Low read noise High reliability capture Vacuum Cleaners Drones Cameras: IP, Action, Depth, 360, USB AR / VR / MR IoT Devices 3D Depth Mapping AR/VR, IP Cam, Gaming, IOT Highest depth range High shutter efficiency Low read noise High frame rate

Analyst Day 2017 ISG Margin Improvement Plans Manufacturing Product Development Dual Source Transition to Lower Cost Fab & Process Nodes Yield Improvements (Fab Process and Binning) Test Time Reduction Die Shrink BOM Cost Reductions OPEX Opex leverage and rationalization 900 BPS of gross margin improvement1 1: Gross margin improvement from 4Q16 base

Analyst Day 2017 SUMMARY 1 2 3 Leadership in Automotive 50% market share and growing Technology and product portfolio leadership Robust design pipeline Broadest range of customer and partner relationships Investing in radar for sensor fusion Leadership in Industrial Imaging #1 market share in several industrial segments Growing above market with Industry 4.0 and Made in China 2025 drivers Top to bottom portfolio of products Robust design win pipeline Margin Expansion 42% GM by 2020 driven by mix, yield improvement and cost reduction Strong opex control Leveraging ON’s vast manufacturing scale & logistics networks

EX-99.4

Confidential Proprietary Financial Analyst Day Phoenix, Arizona March 10, 2017 Exhibit 99.4

RETHINK ENERGY EFFICIENCY. Financial Analyst Day | Phoenix, Arizona | March 10, 2017

Bill Hall, Executive Vice President Power Solutions Group

New Powerhouse in Power Semiconductors Analyst Day 2017 ON Semiconductor

Analyst Day 2017 KEY TAKEAWAYS 1 The new powerhouse in power semiconductors, positioned to gain share and drive strong growth 2 3 4 Industry leading cost structure and sharp focus on evolutionary & revolutionary cost reductions Rapidly expanding portfolio for automotive, industrial and communications markets Leading the charge in GaN & SiC and introducing disruptive technologies - eFuse & smart passive sensors (SPS) to address end-system technology challenges

Analyst Day 2017 PSG Strategic intent and Goals Market leadership in power semiconductor market Drive growth through disruptive and innovative products and technologies Grow industry leading cost structure through revolutionary margin improvement plans 2020 Target Model - Revenue $2.7B, non-GAAP gross margin 38% 1 2 3 4

Analyst Day 2017 Power Solutions Group (PSG) Annualized 20161 revenue $2.5B gross margin 33% Industrial Stronger presence in industrial market with addition of Fairchild portfolio & customer base AUTOMOTIVE Largest end-market - over 7,000 AEC2 qualified products communications #1 supplier of power discretes to the smartphone market 1: Annualized 2016 results based on 4Q16 actual results, 2:Automotive Electronics Council

Analyst Day 2017 Power Solutions Group Linear Regulators Opto Op-Amps LV, MV, HV/SuperJunction MOSFETs eFuse HV Rectifiers Intelligent Power Module Power Integrated Module IGBTs Wide Bandgap Automotive Power Modules Gate Drivers Automotive MOSFETs LED Protection ESD Protection EEPROM Small Signal Devices Standard Logic Smart Passive Sensors 25% Power Products Sensor, Analog, & Other 75%

Analyst Day 2017 The New Powerhouse in Power Power Discrete & Modules IFX Mitsubishi STM Rectifiers Thyristor LVFET MVFET HVFET SSFET Ignition IGBTs BPT FET Modules IPMs PIMs GaN Hi Voltage SiC Gate Dr Source: IHS 2015 Power Discrete & Module Report « « « « « « « « « + + ü ü ü ü « « « ü ü + + + + ü ü ü + ü ü « « « « « + + + + + + + + ü + « « « « « « « « « « ü ü ü ü « Leading Capability Competency Building Capability « ü +

Analyst Day 2017 IGBTs – Now a Premier IGBT Supplier TO-3P TO-247 TO-247 4L TO-220 TO-220 FullPak D2PAK DPAK 600V 650V 1200V 1350V 1500V 1600V IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX Source: ON Semiconductor

Analyst Day 2017 MOSFETs – Significantly broader coverage TO-3P TO-247 TO-220 D2PAK DPAK SO-8 TO-LL 8x8 SO8 DFN SO8 LFPAK $2B 25V 30V $2B TAM 40V 60V 80V 100V 150V 250V $1B TAM 600V 800V 900V 1.5kV 1.7 kV SO8FL & u8FL = ON & FCS, LFPAK = NXP IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX IFX Source: ON Semiconductor

Analyst Day 2017 PSG Growth Opportunities in Strategic Markets AUTOMOTIVE 25% of revenue Key Applications ADAS, HEV/EV, Body ICE/HEV/EV/Aux/ Charger Safety, Infotainment INDUSTRIAL 20% of revenue Key Applications Alternative Energy, Industrial Motor, Cloud Power, IOT, Smart Grid COMMUNICATION 24% of revenue Key Applications Smartphone/ Tablet, Adaptors, Wireless/Wearables, Netcom/Datacom

Safety/ADAS Electric Power Steering, Cameras, Intelligent Tires Powertrain HEV, EV, OBC, Aux pumps/motors, Charging Station Analyst Day 2017 PSG Automotive Market Body/Lighting Occupant Detection, Temp Zoning, QC, Body Motors, Matrix Lighting, & Ring Architecture Infotainment LCD Clusters, V2V Comm, High Speed Serial Interface 11% organic growth in 2016 ¹: FY2016 represents Q4’ 16 Annualized values

48V (56% CAGR) FET, APM, SiC, GaN, Prec. OA HEV/EV (25% CAGR) Modules, SJ FET, SiC, GaN, IGBT Analyst Day 2017 PSG Key Automotive growth drivers Autonomous (14% CAGR) Protection, E2PROM, LDO, FET’s, FET Modules, SPS* Ring Cabling Architecture (60% CAGR) eFuse*, Modules, Smart Passive Sensors Source: IHS, Gartner, ON Semiconductor

Industrial Motors (5KW) Efficiency & control Solar (50kw) Carbon emissions Analyst Day 2017 PSG Industrial Market Cloud Power (1Kw) Power density, hot swap, power protection LED lighting Smart lighting, LED protection Surveillance & Security Cameras & IOT ¹: FY2016 represents Q4’ 16 Annualized values.

Analyst Day 2017 PSG Key Industrial growth drivers Solar (12% CAGR) PIMs, IGBTs, SiC/GaN, Hi Perf Analog, HV Gate Drivers Cloud power (12% CAGR) LV/MV FET, SJ FETs, IGBTs, GaN and SiC, High Performance Analog, eFuse Industrial Motor (9% CAGR) MV / SJ FETs, IGBTs, Power Modules, PIMs, GaN and SiC, E2PROM IoT (10% CAGR) Smart Passive Sensors, Hi Perf Analog, E2PROM, LC-ESD Source: IHS, Gartner, ON Semiconductor

Analyst Day 2017 PSG Communications Market Smart Phone Cameras, biometrics, HSSI, battery life, clean power Wearables Size, sensing & efficiency/battery life Charging Fast Charging, Wireless Charging, Smaller Form Factor, Efficiency, built in batteries ¹: FY2016 represents Q4’ 16 Annualized values. 11% organic growth in 2016

Smaller Form Factors CSP & µ��, SiC & GaN, Plasma Die Singulation, Capless LDO Camera Module (11% CAGR) LDO, E2PROM, Translator, LC-ESD Analyst Day 2017 PSG Key Wireless growth drivers Charging (26% CAGR) LV/MVFETs, SiC/GaN, Schottky Diode, Hi PSRR LDO, E2PROM+Temp, Battery FET PSG Wireless TAM($m) Includes: smartphone, tablet, wearables Source: IHS, Gartner, ON Semi

Key SiC & GaN benefits Power Supplies: smaller form factor Automotive EV: no liquid cooling→ reduced weight Auto On Board Charging: faster charge time Solar Energy: higher power efficiency Motor Drives: reduced energy cost. Analyst Day 2017 PSG GaN and SiC programs TAM $M Currently producing and sampling all SiC & GaN power technologies Source: IHS

Analyst Day 2017 Revolutionary Margin Improvement Plans Plasma Die Singulation Irregular shape die Narrow scribe streets More die per wafer Cleaner edge/high quality Traditional Wafer Plasma Etched Revolutionary Evolutionary High Density Lead Frames Rapid Test Metallization Bond Pad Over Active Silicon Plasma Die Singulation (Etched) Larger Wafers/Bigger Fabs Die Shrinks BOM Change Test Time Reduction 500 bps of gross margin improvement1 1: Gross margin improvement from 4Q16 base

Analyst Day 2017 Summary 1 PSG now a leader in power semiconductor market Margin expansion trough revolutionary technologies Strong investment in HV(SJ) FETs, IGBTs, power modules & WBG technologies Disruptive technologies: Micro-packaging, eFuse, & Smart Passive Sensors Strong attach rate with other ON Semi high end products 2 3 4 5

EX-99.5

Confidential Proprietary Financial Analyst Day Phoenix, Arizona March 10, 2017 Exhibit 99.5

RETHINK ENERGY EFFICIENCY. Financial Analyst Day | Phoenix, Arizona | March 10, 2017

Bernard Gutmann, Chief Financial Officer RETHINK ENERGY EFFICIENCY.

Driving operating leverage and free cash flow growth Analyst Day 2017 ON Semiconductor

Analyst Day 2017 Key Takeaways 1 Target Model for 2020: 40% gross margin, 21% opex intensity, and 19% operating margin 2 3 FCF Growth and Margin Expansion Synergies, operational improvements & operating leverage to drive FCF growth & margin expansion – revenue growth not a prerequisite for margin, EPS & FCF growth Raising Fairchild Synergy Targets Integration progressing ahead of schedule 4 Efficient Deployment of Capital Aggressive deleveraging followed by capital returns Accelerated FCF growth: $900m1 by 2020 1: Projected free cash flow target

Fairchild Synergies Update Target Financial Model Path to Target Model FCF Model Capital Allocation Analyst Day 2017 aGENDA

Analyst Day 2017 Raising Fairchild Synergies Target Synergy targets based on Fairchild’s 2015 results

Analyst Day 2017 Target model 2020 1 2 3 4 5 6 Revenue - $5.6 Billion Gross Margin 40% Operating Expenses 21% Operating Margin 19% Profit before tax $950 million Cash tax rate 12 percent 7 Non-GAAP EPS of $2.00 8 Free cash flow - $900 million

Analyst Day 2017 Path to 2020 target model - Revenue Automotive CAGR 7 to 9% Industrials CAGR 3 to 5% Computing CAGR -6% to -4% Communications CAGR 2 to 4% Consumer CAGR -5% to -7% revenue CAGR of 3%, assuming industry cagr of 1.5-2% ¹: FY2016 represents Q4’ 16 Annualized values; The chart may not be to scale

Fallthrough – 150 bps 50% fall through on incremental revenue Manufacturing efficiencies – 80 bps Insourcing of back-end production Analyst Day 2017 Path to 2020 target model – Gross Margin Mix – 90 bps Improving mix of automotive, industrial and communications Divestitures– 40 bps Divestiture of non-core businesses Manufacturing consolidation – 120 bps Front-end manufacturing consolidation ¹: FY2016 represents Q4’ 16 Annualized values.

Analyst Day 2017 Manufacturing consolidation Front End-Manufacturing 9 major fabs worldwide – Four 8 inch and five 6 inch Transition production to 8 inch network Consolidation of 6 inch network Potential cost savings of $60 million annually starting in 2019 Back-end manufacturing Most efficient back-end operation in the world ~50% of Fairchild back-end production outsourced Insourcing on track to begin in late 2017 Potential cost savings of $20 million annually Capex. intensity to remain at 6-7%

Analyst Day 2017 Change in mix 2016 to 2020 4Q16 2020

Opex Synergies – 70 bps Synergies from Fairchild Acquisition GM Fall Through – 480 bps Gross margin improvement Analyst Day 2017 Path to 2020 target model – operating Margin Opex Leverage– 60 bps Leverage from revenue growth ¹: FY2016 represents Q4’ 16 Annualized values.

Opex to grow at rate half of revenue growth Analyst Day 2017 Operating expenses Opex Intensity to subside Synergies from Fairchild Strong track record of generating opex leverage

1 Operating cash flow – 21-23% of revenue Net cash interest - $100-110 million Cash taxes - 12% of pretax income Depreciation & amortization – 6-7% of revenue Capital expenditure – 6-7% of revenue Analyst Day 2017 Path to 2020 target model – FCF Free Cash Flow – 15-17% of revenue 2 3 4 5 6

Analyst Day 2017 On track to generate $900m in annual free cash flow Key Cash Flow Contributors Synergies from Fairchild Operating leverage Operational Improvements ¹: FCF defined as Operating Cash Flow less Capex. Disciplined Capital Spending

Analyst Day 2017 Revenue sensitivity to 2020 target model ¹: FY2016A represents Q4’ 16 Annualized values. Margin, EPS & FCF growth without revenue growth

Analyst Day 2017 Aggressive deleveraging Target net leverage ratio of 2x before end of 2018 Proactive and aggressive management of interest rate risk $600m untapped revolver in place for unexpected cash needs $500m of cash needed to operate the business Debt amortization schedule1 1: Convert redeemed in 1Q2017. Term loan B & convertible notes at par value

Analyst Day 2017 Capital Deployment 1 Achieve 2x net leverage before end of 2018 2 3 4 80% of FCF cash return to shareholders after achieving 2x leverage Acquisitions will need to return high RoIC Sufficient access to domestic cash

Analyst Day 2017 TAXES 1 2 3 Tax Rate Non-GAAP cash tax of ~10% in 2017, and 11-12% in 2018-20 of non-GAAP pre-tax income Cash Repatriation $1.8 billion of offshore cash can be repatriated to the U.S. without incurring U.S. federal cash tax Position on US Tax Reform Given our substantial US based front-end operations, we supports comprehensive US tax reform that lowers the corporate tax rate, adopts a territorial tax system, and allows the US to compete effectively with countries that have VAT systems

Analyst Day 2017 Summary 1 Steep acceleration in free cash flow generation Margin expansion through synergies and operational improvements Revenue growth not a prerequisite for margin expansion Raising fairchild synergies target Aggressive deleveraging followed by capital returns to shareholders 2 3 4 5

Financial Analyst Day | March 10, 2017 Questions & Answers

Appendix: Non-GAAP Definitions and Reconciliations Some data in this presentation includes non-GAAP financial measures. Following is the reconciliations of non-GAAP financial measures used in this presentation to the most directly comparable measures under GAAP. Analyst Day 2017

For additional information visit the ON Semiconductor corporate website www.onsemi.com or for official filings visit the SEC website www.sec.gov Analyst Day 2017 ON Semiconductor