ON Semiconductor (ON) Financial History

In addition to general economic conditions, impacts of other macroeconomic events, such as valuation concerns related to AI technologies, continued inflation and labor market concerns, public health crises, geopolitic…

We have in the past and could in the future experience period-to-period fluctuations in operating results due to general industry or economic conditions.

Although we have adopted a share repurchase program, we are not obligated to repurchase a specified number or dollar value of shares under our share repurchase program or at all.

affiliates may modify their hedge positions by entering into or unwinding various derivatives contracts with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in sec…

In certain circumstances, an acquisition of our Company and similar triggering events could also trigger an option of the holders of Outstanding Notes to require us to repurchase such notes.

Servicing the Outstanding Notes may require a significant amount of cash, and we may not have sufficient cash flow or the ability to raise the funds necessary to satisfy our obligations under such notes.

We conduct our operations through our subsidiaries.

Furthermore, we cannot assure you that, if we were required to repurchase any of our debt securities upon a change of control or other specified event, our assets or cash flow would be sufficient to fully repay borrow…

The obligations under the Credit Agreement are collateralized by a lien on substantially all of the assets of the guarantors under the Credit Agreement, including a pledge of the equity interests in certain of our dom…

As of December 31, 2025, we had $3,004.9 million of outstanding principal relating to our indebtedness.

Furthermore, in pursuit of our goal to achieve net zero emissions by 2040, or in response to future customer or investor expectations and regulatory requirements, we may take certain actions that may result in materia…

The expectations of our stakeholders with respect to corporate social and environmental matters are not uniform and can change rapidly.

These types of initiatives and changes, as they are adopted or enacted, may increase tax uncertainty and may adversely affect our provision for income taxes, which could have a material impact on our results of operat…

International and domestic initiatives, such as the Organisation for Economic Co-operation and Development's base erosion and profit shifting project and potential U.S.

We operate globally through our foreign subsidiaries and are, therefore, subject to complex income tax and transfer pricing regulations in the United States and foreign jurisdictions.

We are subject to the FCPA, which generally prohibits companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or keeping business and/or other benefits, along…

We incur costs associated with complying with evolving environmental, health and safety laws and regulations and related disclosure obligations.

The semiconductor industry continues to be subject to increasing environmental regulations, particularly those that control and restrict the use, transportation, emission, discharge, storage and disposal of certain ch…

In addition, we are currently making, and will continue to make, substantial investments in our information technology systems, infrastructure and personnel, including a new enterprise resource planning system impleme…

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

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

We routinely collect and store sensitive data, including confidential and other proprietary information about our business and our employees, customers, suppliers and business partners.

Trends, Risks and Uncertainties Related to Cybersecurity and Data Privacy

Infringement or misappropriation of our IP could result in lost market and revenue opportunities, and if we are unable to enforce and protect our IP, it could have an adverse impact on our competitive position and bus…

We may from time to time be subject to claims that we may be infringing the IP rights of others.

We have sizeable operations in the Asia/Pacific region and Europe and, although a majority of our revenue is denominated in U.S.

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

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

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

More specifically, our assembly and test operations facility located in Leshan, China, which is owned by Leshan-Phoenix Semiconductor Company Limited, a joint venture company in which we own 80% of the outstanding equ…

The imposition of or increase in tariffs, export controls and other trade restrictions as a result of international trade disputes or changes in trade policies or political conditions may adversely affect our sales an…

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

In addition, some of our competitors may receive governmental subsidies or other incentives that give them a competitive advantage over us.

If we are unable to compete effectively, our competitive position could be weakened relative to our peers, which would have a material adverse effect on our business and results of operations.

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

In addition, implementation of a business strategy may lead to the disruption of our existing business operations.

We may from time to time determine to implement business strategies and restructuring initiatives.

We may be unable to implement certain business strategies and restructuring initiatives and the pursuit of such strategies and initiatives could materially adversely affect our business and results of operations.

and international operations.

Our manufacturing efficiency is contingent upon the operations of these interdependent processes and will continue to be an important factor in our future profitability, and there can be no assurance that we will be a…

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

In certain circumstances, a takeover of our Company and similar triggering events could also trigger an option of the holders of

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

we are not in compliance with the FCPA and other laws governing the conduct of business with government entities (including local laws), we may be subject to criminal and civil penalties and other remedial measures, w…

•changes in United States and international environmental or health and safety laws, regulations or policies, including, but not limited to, future laws or regulations imposed in response to climate change concerns an…

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

adversely impact our business.

operations may be materially adversely affected.

The semiconductor industry requires substantial investment in research and development in order to develop and bring to

In addition, to streamline our operations and for efficiency purposes, we are pursuing a number of actions, including the outsourcing of certain internal business processes and the deployment of enhanced end-to-end di…

In relation to production of SiC-based products and manufacturing at EFK and at our facilities in Hudson, New Hampshire, the Czech Republic and South Korea, we may face challenges or risks related to: increased capita…

In connection with establishing their initial hedge of the convertible note hedges and warrant transactions for the 0% Notes and the 0.50% Notes, the option counterparties or their respective affiliates have purchased…

enable us to make payments in respect of our indebtedness.

financing structure, and any inability to meet our obligations thereunder, could have a material adverse effect on our business and financial condition, including, among other things, our ability to obtain additional…

On July 4, 2025, the U.S.

•changes in United States and international environmental or health and safety laws, regulations or policies, especially those implemented with immediate effect;

produced in the semiconductor manufacturing process.

These efforts, including the continued transition to and implementation of the new enterprise resource planning system and related systems, could result in significant potential risks, including failure of the systems…

craft sophisticated cybersecurity attacks.

acquire non-infringing technologies; discontinue the use of certain processes; or obtain licenses, which may not be available on reasonable terms, to continue the use, development and/or sale of the allegedly infringi…

our competitors, and there can be no assurance that we will be able to retain our current personnel or recruit the key personnel we require.

We are increasingly incorporating AI tools and capabilities into our business operations where we believe appropriate, which may subject us to significant competitive, legal, regulatory and other risks.

We are exposed to risks related to the use of AI tools by us and others.

on a timely basis or at all.

We had one customer, a distributor, whose revenue accounted for approximately 11% and 10% of the total revenue for the years ended 2025 and 2024, respectively, across all reportable segments.

made before the commercial viability for such developments can be assured.