ON SEMI Annual Shareholder Meeting Presentation - FINAL

7/31/2019 ON SEMI Annual Shareholder Meeting Presentation - FINAL

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1 May 2012

Annual Shareholder Meeting

May 2012


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Meeting Program Summary

Order of Business:

A. Call to order and introduction

B. Items of business to be voted upon

C. Inspectors preliminary voting report

2 May 2012

D. Conclusion of the formal portion of the Annual Meeting

E. Managements discussion

F. Question and answer

G. Conclusion of the non-formal portion of the Annual Meeting


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During the course of this presentation, ON Semiconductor may make projections or otherforward-looking statements regarding future events or its future financial performance. Thewords estimate, intend, expect, plan, or similar expressions are intended to identifyforward-looking statements. ON Semiconductor wishes to caution that such statements aresubject to risks and uncertainties that could cause actual events or results to differ materially.Important factors relating to our business, including factors that could cause actual results todiffer from our forward-looking statements, are described in our Form 10-K and other filingswith the SEC. ON Semiconductor assumes no obligation to update forward-looking statements

Safe Harbor Statement, Non-GAAP Financial

Measure & Confidentiality

3 May 2012

to reflect actual results or changed assumptions or other factors.

Some data in this presentation may include non-GAAP financial measures. You can findreconciliations of certain of these non-GAAP financial measures to the most directlycomparable measures under generally accepted accounting principles within the followingpresentation at our website (http://www.onsemi.com) at the Investors section under the

category Annual Reports/Financial Releases.


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I. Com an Overview

4 May 2012


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Company Highlights

A Market Leader

A premier supplier of high performance, energy efficient, silicon solutions

Diverse end markets: Automotive, Communications, Computing, Consumer,Industrial, Medical, Military & Aerospace

World Class, High Volume, Cost Effective Products

Product portfolio consists of >40,000 products

Broad Customer Base

5 May 2012

Longstanding relationships with leading companies

Successful Acquisition Strategy Driving Revenue, Margin and Cash FlowGrowth

Manufacturing Excellence / Low Cost Production

Track record of manufacturing consolidation & profitability enhancementprograms

Experienced Management Team


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Headquarters: Phoenix, AZ

Employees: ~19,000 globally

2011 Revenue: ~$3.4Bn(1)

Market Capitalization: ~$3.8Bn(2)

Ticker: ONNN

Founded: Spun-off from Motorola 1999, IPO 2000

ON Semiconductor Today

6 May 2012

(1) Based on 2011 annual revenue.(2) Based on closing stock price on May 2, 2012(3) Sector % based on 2011 results


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Market and Applications Focus

The Energy Efficiency Leader

LED Lighting

Automotive

Consumer

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Computing

Smart Grid

Industrial /Medical /

Mil-AeroWired &Wireless

Communications


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Diverse and stable customer base

Long-standing relationships with leading companies

49 of our 50 largest customers have been customers for more than five years

440 direct customers worldwide and 300 indirect customers

SANYO Semiconductor Products Group added 67 new customers, most of

which are Japan based

Leading customer relationships

8 May 2012


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Successful Acquisitions Accelerate Revenue,

Margin and Cash Flow Growth

October 10, 2008December 31, 2007

CPU Voltage and PCThermal

Monitoring Business

January 27, 2010 January 1, 2011

9 May 2012

May 15, 2006

Oregon Fabrication Facility

June 9, 2010November 4, 2009March 17, 2008 February 27, 2011

CMOS Image SensorBusiness Unit


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A Global Leader Emerging

Total Semiconductor

Top 20

2011 2011

Rank Company Name Revenue % Share

1 Intel $48,721 15.7%

2 Samsung Electronics 28,563 9.2%

3 Texas Instruments 13,967 4.5%4 Toshiba 12,729 4.1%

5 Renesas Electronics 10,648 3.4%

6 Qualcomm 10,198 3.3%

7 STMicroelectronics 9,735 3.1%

8 Hynix Semiconductor 9,293 3.0%

9 Micron Technology 7,365 2.4%

10 May 2012

Notes: Source: IHS iSuppli Nov / Dec 11

, .

11 AMD 6,436 2.1%12 Infineon Technologies 5,312 1.7%

13 Sony 5,015 1.6%

14 Freescale Semiconductor 4,408 1.4%

15 Elpida Memory 3,887 1.2%

16 NXP 3,831 1.2%

17 nVidia 3,608 1.2%

18 ON (includes SANYO Semiconductor) 3,442 1.1%

19 Marvell Technology Group 3,393 1.1%20 Panasonic Corporation 3,390 1.1%

Others 109,913 35.3%

Total $311,014 100.0%


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Execution History

ON has grown revenue from $1.3bn in 2004

to $3.4bn in 2011, a 15% CAGR significantly

outpacing 5% revenue growth for the

broader semiconductor industry

Ability to drive revenue growth

Strong free cash flow for debt pay down & Strategic M&A

ON has si nificantl reduced net debt

15%

$1,267

$3,442

$0

$1,000

$2,000

$3,000

$4,000

2004 2011

11 May 2012

Share price outperformance

2007 2008 2009 2010 20112007 2008 2009 2010 2011

and leverage ratios

Track record of successful integrations

ONNN

SOX

(80%)

(30%)

20%

70%

120%

Jan-04 Mar-05 May-06 Jul-07 Oct-08 Dec-09 Feb-11 May-12

Indexedprice

performance(%)


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Global Operations and Support

12 May 2012


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World-Class Logistics

UnitsShipped

ON Semiconductor shipped~6 units per person in theworld during 2011

13 May 2012


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Diverse Segment and Regional Profile

14 May 2012


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II. Financial Summar

15 May 2012


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Financial Highlights

The Company continues to post strong revenue and strengthen its Balance Sheet:*

For 2011, highlights include:

Record total revenues of approximately $3.442 billion, up approximately 49% compared to 2010

Record adjusted EBITDA of $626.7 million

Completed the acquisitions of SANYO Semiconductor in January and the CMOS Image SensorBusiness Unit from Cypress Semiconductor in February

For the first quarter of 2012, highlights include:

Total revenues of approximately $744.4 million which includes:

16 May 2012

Historical ON Semiconductor revenue of approximately $538.5 million

SANYO Semiconductor revenue of approximately $205.9 million

GAAP and non-GAAP gross margin of 32.9%

GAAP net income per fully diluted share of $0.06

Non-GAAP net income per fully diluted share of $0.12

* Based on 4Q11 earnings release provided on February 8,2012 and 1Q12 earnings release provided on May 2, 2012. For non-GAAP measures and reconciliation please refer to our website.


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$1,566

$2,055$1,769

$2,313

$3,442

$0

$1,000

$2,000

$3,000

$4,000

2007 2008 2009 2010 2011

Revenue ($ million) Adjusted EBITDA ($ million)

($MM) ($MM)

Historical Financial Summary

$372$442

$334

$566$627

$0

$200

$400

$600

$800

2007 2008 2009 2010 2011EBITDAMargin (%): 23.8 21.5 18.9 24.5 18.2

Y-o-YGrowth (%): 2.2 31.2 (13.9) 30.8 48.8

17 May 2012

Cash, Equivalents, Short-term Investments ($ million)

($MM)

Net Debt Balance($ million)

($MM)

$275

$459$571

$765*$902

$0

$250

$500

$750

$1,000

2007 2008 2009 2010 2011

$885

$551

$362

$123

$306

$0

$250

$500

$750

$1,000

2007 2008 2009 2010 2011

* Includes Restricted Cash


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VisionVisionON Semiconductor isdedicated to becoming

the premier supplier ofhigh performance energyefficient silicon solutionsworldwide.

ON Semiconductor Mission and Vision

18 May 2012

Mission StatementMission Statement

To provide our customerswith high quality, cost

effective solutions to solvetheir demanding power andsignal management design

challenges.


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19 May 2012

III. Appendix


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ON SEMI Annual Shareholder Meeting Presentation - FINAL

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