ON SEMICONDUCTORQUARTERLY INVESTOR PRESENTATIONFOURTH QUARTER 2020

FEB 2021

SAFE HARBOR STATEMENT AND NON-GAAP AND FORECAST INFORMATIONThis presentation includes “forward-looking statements,” as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, asamended. All statements, other than statements of historical facts, included or incorporated in this presentation could be deemed forward-looking statements, particularly statements about the future financial
performance of ON Semiconductor Corporation (the “Company”), including financial guidance for the fiscal quarter ending April 2, 2021. Forward-looking statements are often characterized by the use of words
such as “believes,” “estimates,” “expects,” “projects,” “may,” “will,” “intends,” “plans,” “should,” “anticipates,” or similar expressions or by discussions of strategy, plans, or intentions. All forward-looking statementsin this document 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 fromthose expressed in the forward-looking statements. Additional factors that could affect our future results or events are described under Part I, Item 1A “Risk Factors” in our 2019 Annual Report on Form 10-K filedwith the Securities and Exchange Commission (“SEC”) on February 19, 2020 (our “2019 Form 10-K”), Part II, Item IA “Risk Factors” in our Form 10-Q for the quarter ended April 3, 2020 (our “First Quarter 10-Q”),
our Form 10-Q for the quarter ended July 3, 2020 (our “Second Quarter 10-Q”), and our Form 10-Q for the quarter ended October 2, 2020 (our “Third Quarter 10-Q”), and from time-to-time in our other SEC
reports. Readers are cautioned not to place undue reliance on forward-looking statements. We assume no obligation to update such information, except as may be required by law.
You should carefully consider the trends, risks, and uncertainties described in this presentation, our 2019 Form 10-K, our First Quarter 10-Q, our Second Quarter 10-Q, our Third Quarter 10-Q, and otherreports filed with or furnished to the SEC before making any investment decision with respect to our securities. If any of these trends, risks, or uncertainties actually occurs or continues, our business, financialcondition, or operating results could be materially adversely affected, the trading prices of our securities could decline, and you could lose all or part of your investment. All forward-looking statements attributable tous or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.
This presentation contains historical non-GAAP financial measures, including free cash flow (FCF), non-GAAP earnings per share (EPS), non-GAAP gross margin, and ratios based on them. See theAppendix for a description of these financial measures and a reconciliation of all such non-GAAP financial measures to the most directly comparable GAAP financial measures. This presentation also contains
forward-looking non-GAAP financial measures that are adjusted for certain special items. These special items are out of our control and could change significantly from period to period. As a result, we are notable to reasonably estimate and separately present the individual impact of these special items, and we are similarly unable to provide a reconciliation of the non-GAAP measures. The reconciliation that isunavailable would include a forward-looking income statement, balance sheet, and statement of cash flows prepared in accordance with GAAP.

2Highlights
Q4 2020•Revenue of $1,446.3 million, up 3% year-over-year•GAAP and non-GAAP gross margin of 34.4%•GAAP EPS of $0.21 and non-GAAP EPS of $0.35

FY 2020•Revenue of $5,255.0 million, down 4.8% year-over-year•GAAP and non-GAAP gross margin of 32.7%•GAAP EPS of $0.56 and non-GAAP EPS of $0.85

Q1 2021 Guidance

3•Revenue: $1,410-$1,510 million•Gross Margin: 34.1% -36.1%•Operating expenses: GAAP - $345-$363 million; non-GAAP $313-$327 million

4Q20 Financial Highlights - GAAP
Revenue*$1,402

4Q 2019

Gross Margin and Operating Margin$1,446$1,317

3Q 2020

34.6%

34.4%

33.5%

9.9%

9.0%

4Q 2019

3Q 2020

11.6%

4Q 2020

Operating Cash Flow and Free Cash Flow *4Q 2020

Diluted Earnings Per Share
$0.38

884.3
694.7

$0.21
500.7

$0.14

160.1
TTM 4Q19
Operating Cash Flow

4••Dollars in millions
Free Cash flow is a Non GAAP metric; added for comparison

TTM 4Q20
Free Cash Flow

4Q 2019

3Q 2020

4Q 2020

4Q20 Financial Highlights - Non-GAAP
Revenue*$1,402Gross Margin and Operating Margin$1,446$1,317

34.6%

12.3%

4Q 2019

3Q 2020

33.5%

12.0%

34.4%

14.2%

4Q 2020
4Q 2019

Operating Cash Flow and Free Cash Flow *3Q 2020

4Q 2020

Diluted Earnings Per Share

884.3

$0.35

694.7

$0.30

500.7

$0.27

160.1
TTM 4Q19
Operating Cash Flow5•••

Dollars in millions
Operating Cash flow is a GAAP metric; added for comparison
See Appendix for GAAP to Non GAAP Reconciliation

TTM 4Q20
Free Cash Flow

4Q 2019

3Q 2020

4Q 2020

4Q20 Unaudited Revenue Split
Q4 2020 End Market Revenue

Communications(incl wrls & netw)
18%

Q4 2019 and Q4 2020 End Market Revenue and Change

$464

$491

Automotive
34%
$341

$348
$285

Industrial/Med
ical/Mil-Aero
24%

$154

Consumer
11%

Computing
13%+6%
Automotive

6$264*Amounts may not total due to rounding of individual amounts.

+2%
Industrial/Medical/
Mil-Aero-7%
Communications(incl wrls & netw)

$188

$157

$154

+22%Computing-2%Consumer

1Q 2021 Guidance
Total ON Semiconductor
GAAPRevenue
Gross Margin

7

Special Items ***Total ON Semiconductor
Non-GAAP****$1,410 to $1,510 million$1,410 to $1,510 million

34.1% to 36.1%

34.1% to 36.1%

Operating Expenses$345 to $363 million$32 to $36 million$313 to $327 million

Other Income andExpense (includinginterest expense), net$34 to $37 million$4 to $5 million$30 to $32 million

Diluted Share Count **438 to 439 million

7 to 8 million

431 million

NOTES TO Q12021 GUIDANCE*

Convertible Notes, Non-cash Interest Expense is calculated pursuant to FASB’s Accounting Standards Codification Topic 470: Debt.

**Diluted shares outstanding can vary as a result of, among other things, the actual exercise of options or vesting of restricted stock units, the incremental dilutive
shares from the Company's convertible senior subordinated notes, and the repurchase or the issuance of stock or convertible notes or the sale of treasury shares. In periods inwhich the quarterly average stock price per share exceeds $25.96, the non-GAAP diluted shares outstanding and non-GAAP net income per share include the impact of theCompany’s warrants issued concurrently with our 1.00% convertible notes. In periods when the quarterly average stock price per share exceeds $20.72, the non-GAAP diluted
shares outstanding and non-GAAP net income per share include the impact of the Company’s hedge transactions issued concurrently with the 1.625% convertible notes. At anaverage stock price per share between $20.72 and $30.70, the hedging activity offsets the potentially dilutive effect of the 1.625% convertible notes. Both GAAP and non-GAAP
diluted share counts are based on the Company’s stock price as of December 31, 2020.

***
Special items may include: amortization of acquisition-related intangibles; expensing of appraised inventory fair market value step-up; purchased in-process
research and development expenses; restructuring, asset impairments and other, net; goodwill impairment charges; gains and losses on debt prepayment; non-cash interest
expense; actuarial (gains) losses on pension plans and other pension benefits; and certain other special items, as necessary. These special items are out of our control andcould change significantly from period to period. As a result, we are not able to reasonably estimate and separately present the individual impact or probable significance of
these special items, and we are similarly unable to provide a reconciliation of the non-GAAP measures. The reconciliation that is unavailable would include a forward-looking
income statement, balance sheet and statement of cash flows in accordance with GAAP. For this reason, we use a projected range of the aggregate amount of special items inorder to calculate our projected non-GAAP operating expense outlook.
****We believe these non-GAAP measures provide important supplemental information to investors. We use these measures, together with GAAP measures, forinternal managerial purposes and as a means to evaluate period-to-period comparisons. However, we do not, and you should not, rely on non-GAAP financial measures alone
as measures of our performance. We believe that non-GAAP financial measures reflect an additional way of viewing aspects of our operations that, when taken together withGAAP results and the reconciliations to corresponding GAAP financial measures that we also provide in our releases, provide a more complete understanding of factors andtrends affecting our business. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies'
non-GAAP financial measures, even if they have similar names.

8APPENDIX - RECONCILIATION OF GAAP VERSUS NON-GAAP MEASURESON SEMICONDUCTOR CORPORATION AND SUBSIDIARIESANALYSIS OF GAAP VERSUS NON-GAAP DISCLOSURES(in millions, except per share and percentage data)

December 31,
2020
Reconciliation of GAAP gross margin to non-GAAP gross margin:
GAAP gross margin
Special items:a) Expensing of appraised inventory at fair market value step up
Non-GAAP gross margin
Reconciliation of GAAP operating margin to non-GAAP operating margin:
GAAP operating margin
Special items:a) Expensing of appraised inventory at fair market value step upb) Amortization of acquisition-related intangible assetsc) Restructuring, asset impairments and other charges, netd) Goodwill and intangible asset impairmente) Third party acquisition and divestiture related costsf) R&D costs related to licensing incomeg) Litigation settlement
Total Special items
Non-GAAP operating margin

Reconciliation of GAAP net income (loss) attributable to ON Semiconductor
Corporation to non-GAAP net income attributable to ON Semiconductor
Corporation:
GAAP net income attributable to ON Semiconductor CorporationSpecial items:a) Expensing of appraised inventory at fair market value step upb) Amortization of acquisition-related intangible assetsc) Restructuring, asset impairments and other charges, netd) Goodwill and intangible asset impairmente) Third party acquisition and divestiture related costsf) R&D costs related to licensing incomeg) Litigation settlementh) Actuarial (gains) losses on pension plans and other pension benefitsi) Loss on debt refinancing and prepaymentj) Non-cash interest on convertible notesk) Indemnification gainl) Adjustment to contingent considerationm)Licensing incomen) Gain on divestiture of businesso) Adjustment of income taxes
Total Special items
Non-GAAP net income attributable to ON Semiconductor Corporation

Reconciliation of GAAP diluted share count to non_GAAP diluted share count:
GAAP diluted share countSpecial items:a) Less: dilutive share count attributable to convertible notesb) Add: dilutive shares attributed to share-based awards
Total Special items
Non-GAAP diluted share countNon-GAAP diluted earnings per share
Non-GAAP net income attributable to ON Semiconductor Corporation
Non-GAAP diluted share countNon-GAAP diluted earnings per share

0.0%
34.4%

0.0%
33.5%

0.0%
34.6%

11.6%

9.0%

9.9%

0.0%
2.0%
0.5%
0.0%
0.0%
0.0%
0.0%
2.6%
14.2%

0.0%
2.2%
0.7%
0.0%
0.0%
0.0%
0.0%
3.0%
12.0%

0.0%
2.3%
0.0%
0.0%
0.0%
0.0%
0.0%
2.4%
12.3%

$

29.3
7.2
0.7
4.0
8.8
8.1
58.1
147.1

$

Certain of the amounts in the above table may not total due to rounding of individual amounts .

934.6%

$

160.6

$

29.6
9.0
10.1
(97.5)(48.8)
111.8

$

56.5

$

32.1
0.6
0.5
15.6
9.9
9.1
67.8
124.3

431.6

418.3

418.2

(14.8)(14.8)
416.8

(5.7)
(5.7)
412.6

(5.1)
(5.1)
413.1

147.1
416.8
0.35

$
$
$

111.8
412.6
0.27

Trailing Twelve Months
December 31,
December 31,
2020
2019

December 31,
2019

33.5%

89.0

$

Quarter Ended
October 2,
2020

34.4%

$$

ON SEMICONDUCTOR CORPORATION AND SUBSIDIARIESANALYSIS OF GAAP VERSUS NON-GAAP DISCLOSURES(in millions, except per share and percentage data)

$$
$

124.3
413.1
0.30

Reconciliation of Net cash provided by operating activities to free cash flow:
Net cash provided by operating activities
Special items:a) Purchase of property, plant and equipment
Total Special items
Free cash flow

$884.3694.7(383.6)(534.6)(534.6)160.1(383.6)500.7$