Long-Term Debt

Long-term debt consists of the following (in millions):



	September 30, 2011			December 31, 2010
U.S. real estate mortgages payable monthly through 2016 at an average rate of 4.857%	$	32.0		$	33.0
U.S. equipment financing payable monthly through 2015 at an average rate of 3.23%	11.5			—
Loan with a Japanese company due 2011 through 2017, interest payable quarterly at 1.99575%	349.2			—
Zero Coupon Convertible Senior Subordinated Notes due 2024 (1)	92.4			87.5
1.875% Convertible Senior Subordinated Notes due 2025 (2)	86.8			82.2
2.625% Convertible Senior Subordinated Notes due 2026 (3)	380.2			410.1
Loan with British finance company, interest payable monthly at 2.5643% and 2.18%, respectively	16.8			13.8
Loan with Hong Kong bank, interest payable weekly at 1.9874% and 2.0325%, respectively	35.0			40.0
Loan with Singapore bank, interest payable weekly at 1.96%	25.0			—
Loans with Philippine banks due 2011 through 2015, interest payable monthly and quarterly at an average rate of 1.84005% and 1.80446%, respectively	70.9			68.8
Loans with Chinese banks due 2011 through 2013, interest payable quarterly at an average rate of 4.16346% and 4.23375%, respectively	20.0			34.0
Loans with Japanese banks due 2011 through 2013, interest payable monthly & semi-annually at an average rate of 1.46906% and 1.44545%, respectively	6.3			3.9
Capital lease obligations	110.9			115.5
	1,237.0			888.8
Less: Current maturities	(288.2		)	(136.0		)
	$	948.8		$	752.8

_______________________


(1)	The Zero Coupon Convertible Senior Subordinated Notes due 2024 may be put back to the Company at the option of the holders of the notes on April 15 of 2012, 2014 and 2019 or called at the option of the Company on or after April 15, 2012.


(2)	The 1.875% Convertible Senior Subordinated Notes due 2025 may be put back to the Company at the option of the holders of the notes on December 15 of 2012, 2015 and 2020 or called at the option of the Company on or after December 20, 2012.


(3)	The 2.625% Convertible Senior Subordinated Notes due 2026 may be put back to the Company at the option of the holders of the notes on December 15 of 2013, 2016 and 2021 or called at the option of the Company on or after December 20, 2013.

Annual maturities relating to the Company’s long-term debt as of September 30, 2011 are as follows (in millions):



	Actual Maturities
Remainder 2011	49.3
2012	356.7
2013	476.6
2014	74.7
2015	62.8
Thereafter	216.9
Total	$	1,237.0

July 2011 U.S. Loan

In July 2011, one of the Company's U.S. subsidiaries entered into a $12.0 million loan with a U.S. bank, which was secured by equipment. The loan, which had a balance of $11.5 million as of September 30, 2011, amortizes monthly over four years along with interest at a fixed rate of 3.23% per annum.

June 2011 Philippine Loan

In June 2011, one of the Company's Philippine subsidiaries entered into a $10.0 million short-term loan agreement with a Philippine bank with proceeds to be used for working capital requirements. The loan, which had a balance of $10.0 million as of September 30, 2011, bears interest payable monthly based on 1-month London Interbank Offered Rate ("LIBOR") plus 1.625% per annum. The balance is due in December 2011 unless the loan is renewed.

May 2011 Singapore Loan

In May 2011, one of the Company's Asian subsidiaries entered into a $35.0 million loan agreement with a Singapore bank pursuant to which the bank purchased accounts receivables, with recourse. In accordance with generally accepted accounting principles in the United States, the purchased assets remained on our balance sheet as of September 30, 2011. The loan, which had a balance of $25.0 million as of September 30, 2011, bears interest payable weekly at 1-month Singapore Interbank Offered Rate plus 1.75% per annum. The loan amount is subject to an eligible borrowing calculation as defined in the loan agreement. The loan will expire in May of 2012, unless renewed.

March 2011 Chinese Loan

In March 2011, one of the Company’s Chinese subsidiaries entered into a $7.0 million two-year loan agreement with a Chinese bank to finance the purchase of raw materials. The loan which had a balance of $7.0 million as of September 30, 2011, bears interest payable quarterly in arrears based on 3-month LIBOR plus 3.80% per annum.

Acquisition Note Payable to SANYO Electric

In January 2011, SCI LLC, as borrower, and the Company, as guarantor, entered into a seven-year, unsecured loan agreement with SANYO Electric to finance a portion of the purchase price of the SANYO Semiconductor acquisition. The loan had an original principal amount of approximately $377.5 million and had a principal balance of $349.2 million as of September 30, 2011. The loan bears interest at a rate of 3-month LIBOR plus 1.75% per annum, and provides for quarterly interest and $9.4 million in principal payments, with the unpaid balance of $122.7 million due in January 2018.

January 2011 Japanese Loan

As part of the acquisition of SANYO Semiconductor, one of the Company’s newly acquired Japanese subsidiaries has continued its existing five-year loan agreement with a Japanese bank for up to 450 million JPY principal to finance capital equipment purchases. The loan, which had a balance of $2.4 million at September 30, 2011 (180.0 million JPY principal), bears interest at an annual rate of 1-month Tokyo Interbank Offered Rate plus 1.4% per annum and requires monthly principal payments through September 2013 of approximately $0.1 million (7.5 million JPY principal) along with accrued interest.

Loss on Debt Repurchase

During the quarter ended September 30, 2011, the Company repurchased $53.0 million in par value ($46.6 million of net carrying value) of its 2.625% Convertible Senior Subordinated Notes due 2026 for $56.2 million in cash. The cash payment was allocated between the fair value of the liability component and the equity component of the convertible security.

The amount allocated to the extinguishment of the liability component was based on the discounted cash flows using a rate of return an investor would have required on non-convertible debt with other terms substantially similar to the 2.625% Convertible Senior Subordinated Notes due 2026. The remaining consideration was recognized as a reacquisition of the equity component.

The difference between the consideration allocated to the liability component and the net carrying amount of the liability and unamortized debt issuance costs was recorded as a loss on debt repurchase of $5.3 million which included the write-off of $0.5 million in unamortized debt issuance costs. We also recorded an adjustment to additional paid-in capital in the amount of $4.8 million for the reacquisition of equity component.

Debt Guarantees

ON Semiconductor is the sole issuer of the Zero Coupon Convertible Senior Subordinated Notes due 2024, the 1.875% Convertible Senior Subordinated Notes due 2025 and the 2.625% Convertible Senior Subordinated Notes due 2026 (collectively, the “Convertible Notes”). ON Semiconductor’s domestic subsidiaries, except those domestic subsidiaries acquired through the acquisitions of AMIS, Catalyst Semiconductor, Inc. (“Catalyst”), PulseCore Holdings (Cayman) Inc. (“PulseCore”), CMD, Sound Design Technologies Ltd. (“SDT”), and SANYO Semiconductor (collectively, the “Guarantor Subsidiaries”), fully and unconditionally guarantee on a joint and several basis ON Semiconductor’s obligations under the Convertible Notes. The Guarantor Subsidiaries include SCI LLC, Semiconductor Components Industries of Rhode Island, Inc., as well as other holding companies whose net assets consist primarily of investments in the joint venture in Leshan, China and equity interests in the Company’s other foreign subsidiaries. ON Semiconductor’s other remaining subsidiaries (collectively, the “Non-Guarantor Subsidiaries”) are not guarantors of the Convertible Notes. The repayment of the unsecured Convertible Notes is subordinated to the senior indebtedness of ON Semiconductor and the Guarantor Subsidiaries on the terms described in the indentures for such Convertible Notes. Condensed consolidated financial information for the issuer of the Convertible Notes, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries is as follows (in millions):



	Issuer			Guarantor
	ON Semiconductor Corporation ⁽¹⁾			SCI LLC			Other Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
As of September 30, 2011
Cash and cash equivalents	$	—		407.1			—			$	252.2		—			$	659.3
Short-term investments	—			178.4			—			—			—			178.4
Receivables, net	—			57.3			—			481.7			—			539.0
Inventories,	—			44.8			—			656.6			5.2			706.6
Other current assets	—			8.7			—			81.6			—			90.3
Deferred income taxes, net of allowances	—			3.0			—			11.6			—			14.6
Total current assets	—			699.3			—			1,483.7			5.2			2,188.2
Restricted cash	—			—			—			—			—			—
Property, plant and equipment, net	—			268.0			2.3			863.7			(3.2		)	1,130.8
Deferred income taxes, net of allowances	—			(6.1		)	—			78.3			—			72.2
Goodwill	—			125.7			37.2			36.3			—			199.2
Intangible assets, net	—			156.8			—			222.6			(31.1		)	348.3
Investments and other assets	2,065.5			1,376.9			55.8			845.3			(4,270.3		)	73.2
Total assets	$	2,065.5		$	2,620.6		$	95.3		$	3,529.9		$	(4,299.4	)	$	4,011.9
Accounts payable	$	—		$	36.0		0.1			436.5			—			$	472.6
Accrued expenses	—			64.1			0.8			152.0			1.7			218.6
Income taxes payable	—			9.6			—			4.2			—			13.8
Accrued interest	3.9			—			—			0.1			—			4.0
Deferred income on sales to distributors	—			46.2			—			142.2			—			188.4
Deferred income taxes, net of allowances	—			0.9			—			68.8			—			69.7
Current portion of long-term debt	92.4			78.6			—			117.2			—			288.2
Total current liabilities	96.3			235.4			0.9			921.0			1.7			1,255.3
Long-term debt	467.1			411.3			—			70.4			—			948.8
Other long-term liabilities	—			25.2			0.4			235.4			—			261.0
Deferred income tax	—			—			—			21.1			—			21.1
Intercompany	0.3			(265.9		)	(54.2		)	114.3			205.5			—
Total liabilities	563.7			406.0			(52.9		)	1,362.2			207.2			2,486.2
Common stock	5.0			0.3			50.9			146.9			(198.1		)	5.0
Additional paid-in capital	3,102.5			2,727.6			238.3			1,377.5			(4,343.4		)	3,102.5
Accumulated other comprehensive loss	(48.5		)	(48.5		)	—			(40.8		)	89.3			(48.5		)
Accumulated deficit	(1,159.8		)	(464.8		)	(141.0		)	684.1			(78.3		)	(1,159.8		)
Less: treasury stock, at cost	(397.4		)	—			—			—			—			(397.4		)
Total ON Semiconductor Corporation stockholders’ equity (deficit)	1,501.8			2,214.6			148.2			2,167.7			(4,530.5		)	1,501.8
Minority interests in consolidated subsidiaries	—			—			—			—			23.9			23.9
Total equity	1,501.8			2,214.6			148.2			2,167.7			(4,506.6		)	1,525.7
Total liabilities and equity	$	2,065.5		$	2,620.6		$	95.3		$	3,529.9		$	(4,299.4	)	$	4,011.9



	Issuer			Guarantor
	ON Semiconductor Corporation ⁽¹⁾			SCI LLC			Other Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
As of December 31, 2010
Cash and cash equivalents	$	—		$	392.3		$	—		$	231.0		$	—		$	623.3
Receivables, net	—			47.4			—			247.2			—			294.6
Inventories, net	—			48.0			—			299.9			12.9			360.8
Other current assets	—			14.9			—			48.7			—			63.6
Deferred income taxes, net of allowances	—			5.6			—			10.1			—			15.7
Total current assets	—			508.2			—			836.9			12.9			1,358.0
Restricted Cash	—			142.1			—			—			—			142.1
Property, plant and equipment, net	—			221.0			2.6			644.1			(3.4		)	864.3
Deferred income taxes, net of allowances	—			—			—			—			—			—
Goodwill	—			125.7			37.2			28.3			—			191.2
Intangible assets, net	—			165.4			—			172.0			(34.4		)	303.0
Investments and other assets	1,946.6			1,131.2			51.4			830.0			(3,898.6		)	60.6
Total assets	$	1,946.6		$	2,293.6		$	91.2		$	2,511.3		$	(3,923.5	)	$	2,919.2
Accounts payable	$	—		$	43.4		$	0.1		$	213.4		$	—		$	256.9
Accrued expenses	—			82.1			0.8			78.0			1.7			162.6
Income taxes payable	—			0.9			—			4.2			—			5.1
Accrued interest	0.6			—			—			0.2			—			0.8
Deferred income on sales to distributors	—			33.7			—			115.8			—			149.5
Deferred income taxes, net of allowances	—			—			—			—			—			—
Current portion of long-term debt	—			33.0			—			103.0			—			136.0
Total current liabilities	0.6			193.1			0.9			514.6			1.7			710.9
Long-term debt	579.7			103.0			—			70.1			—			752.8
Other long-term liabilities	—			21.1			0.4			27.8			—			49.3
Deferred income taxes, net of allowances	—			5.6			—			12.6			—			18.2
Intercompany	0.3			(123.8		)	(53.4		)	(28.6		)	205.5			—
Total liabilities	580.6			199.0			(52.1		)	596.5			207.2			1,531.2
Common stock	4.9			0.3			50.9			146.9			(198.1		)	4.9
Additional paid-in capital	3,016.1			2,502.2			178.5			1,110.7			(3,791.4		)	3,016.1
Accumulated other comprehensive loss	(59.1		)	(59.1		)	—			(52.3		)	111.4			(59.1		)
Accumulated deficit	(1,213.9		)	(348.8		)	(86.1		)	709.5			(274.6		)	(1,213.9		)
Less: treasury stock, at cost	(382.0		)	—			—			—			—			(382.0		)
Total ON Semiconductor Corporation stockholders’ equity (deficit)	1,366.0			2,094.6			143.3			1,914.8			(4,152.7		)	1,366.0
Minority interests in consolidated subsidiaries	—			—			—			—			22.0			22.0
Total equity	1,366.0			2,094.6			143.3			1,914.8			(4,130.7		)	1,388.0
Total liabilities and equity	$	1,946.6		$	2,293.6		$	91.2		$	2,511.3		$	(3,923.5	)	$	2,919.2



	Issuer			Guarantor
	ON Semiconductor Corporation ⁽¹⁾			SCI LLC			Other Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Total
For the Quarter ended September 30, 2011
Revenues	$	—		$	208.8		$	3.4	$	1,028.9		$	(343.1	)	$	898.0
Cost of revenues	—			133.7			0.2		843.4			(340.4		)	636.9
Gross profit	—			75.1			3.2		185.5			(2.7		)	261.1
Research and development	—			57.4			2.7		31.4			—			91.5
Selling and marketing	—			17.3			0.3		30.8			—			48.4
General and administrative	—			9.0			0.1		42.8			—			51.9
Amortization of acquisition related intangible assets	—			4.4			—		7.2			(1.0		)	10.6
Restructuring, asset impairments and other, net	—			1.7			—		63.7			—			65.4
Total operating expenses	—			89.8			3.1		175.9			(1.0		)	267.8
Operating income (loss)	—			(14.7		)	0.1		9.6			(1.7		)	(6.7		)
Interest expense	(12.7		)	(2.4		)	—		(1.8		)	—			(16.9		)
Interest income	—			0.1			—		0.2			—			0.3
Other	—			(0.3		)	—		(2.8		)	—			(3.1		)
Gain (loss) on debt prepayment	(5.3		)	—			—		—			—			(5.3		)
Gain (loss) on acquisition	—			—			—		—			—			—
Equity in earnings	(31.4		)	(1.6		)	0.9		—			32.1			—
Income (loss) before income taxes	(49.4		)	(18.9		)	1.0		5.2			30.4			(31.7		)
Income tax provision	—			(16.6		)	—		(0.7		)	—			(17.3		)
Net income (loss)	(49.4		)	(35.5		)	1.0		4.5			30.4			(49.0		)
Net income (loss) attributable to minority interest	—			—			—		—			(0.4		)	(0.4		)
Net income (loss) attributable to ON Semiconductor	$	(49.4	)	$	(35.5	)	$	1.0	$	4.5		$	30.0		$	(49.4	)



	Issuer			Guarantor
	ON Semiconductor Corporation ⁽¹⁾			SCI LLC			Other Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
For the Quarter ended October 1, 2010
Revenues	$	—		$	160.3		$	—		$	719.8		$	(279.4	)	$	600.7
Cost of revenues	—			144.2			0.2			494.0			(284.2		)	354.2
Gross profit	—			16.1			(0.2		)	225.8			4.8			246.5
Research and development	—			(18.8		)	2.6			79.5			—			63.3
Selling and marketing	—			19.2			0.3			16.0			—			35.5
General and administrative	—			3.2			0.2			27.8			—			31.2
Amortization of acquisition related intangible assets	—			4.7			—			4.3			(1.1		)	7.9
Restructuring, asset impairments and other, net	—			0.3			—			0.6			—			0.9
Total operating expenses	—			8.6			3.1			128.2			(1.1		)	138.8
Operating income (loss)	—			7.5			(3.3		)	97.6			5.9			107.7
Interest expense	(12.7		)	0.4			—			(1.8		)	—			(14.1		)
Interest income	0.2			—			—			—			—			0.2
Other	—			2.9			—			(3.7		)	—			(0.8		)
Loss on debt repurchase	—			—			—			—			—			—
Gain on SANYO acquisition	—			—			—			—			—			—
Equity in earnings	100.3			505.6			1.2			—			(607.1		)	—
Income (loss) before income taxes	87.8			516.4			(2.1		)	92.1			(601.2		)	93.0
Income tax provision	—			12.4			—			(17.0		)	—			(4.6		)
Net income (loss)	87.8			528.8			(2.1		)	75.1			(601.2		)	88.4
Less: Net income (loss) attributable to minority interest	—			—			—			(0.2		)	(0.4		)	(0.6		)
Net income (loss) attributable to ON Semiconductor	$	87.8		$	528.8		$	(2.1	)	$	74.9		$	(601.6	)	$	87.8



	Issuers			Guarantor Subsidiaries
	ON Semiconductor Corporation ⁽¹⁾			SCI LLC			Other Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Total
For the nine months ended September 30, 2011
Revenues	$	—		$	607.5		$	10.9	$	3,098.2		$	(1,042.2	)	$	2,674.4
Cost of revenues	—			405.5			0.7		2,533.1			(1,034.5		)	1,904.8
Gross profit	—			202.0			10.2		565.1			(7.7		)	769.6
Research and development	—			151.2			8.3		112.3			—			271.8
Selling and marketing	—			54.2			0.8		94.0			—			149.0
General and administrative	—			58.4			0.5		92.4			—			151.3
Amortization of acquisition related intangible assets	—			13.5			—		21.3			(3.1		)	31.7
Restructuring, asset impairments and other, net	—			4.5			—		78.4			—			82.9
Total operating expenses	—			281.8			9.6		398.4			(3.1		)	686.7
Operating income (loss)	—			(79.8		)	0.6		166.7			(4.6		)	82.9
Interest expense	(38.7		)	(6.3		)	—		(7.5		)	—			(52.5		)
Interest income	—			0.2			—		0.6			—			0.8
Other	—			(3.1		)	—		(3.5		)	—			(6.6		)
Loss on debt repurchase	(5.3		)	—			—		—			—			(5.3		)
Gain (loss) on acquisition	—			58.0			—		—			—			58.0
Equity in earnings	98.1			131.9			4.4		—			(234.4		)	—



Income (loss) before income taxes	54.1		100.9			5.0			156.3			(239.0		)	77.3
Income tax provision	—		(5.5		)	—			(15.8		)	—			(21.3		)
Net income (loss)	54.1		95.4			5.0			140.5			(239.0		)	56.0
Net income (loss) attributable to minority interest	—		—			—			—			(1.9		)	(1.9		)
Net income (loss) attributable to ON Semiconductor Corporation	$	54.1	$	95.4		$	5.0		$	140.5		$	(240.9	)	$	54.1
Net cash provided by operating activities	$	—	$	112.3		$	0.1		$	268.4		$	—		$	380.8
Cash flows from investing activities:
Purchases of property, plant and equipment	—		(59.4		)	(0.1		)	(199.8		)	—			(259.3		)
Purchase of a business, net of cash acquired	—		58.0			—			(75.9		)	—			(17.9		)
Proceeds from sale of property, plant and equipment	—		0.1			—			3.2			—			3.3
Deposits utilized for purchases of property, plant and equipment	—		—			—			1.0			—			1.0
Proceeds from held-to-maturity securities	—		—			—			—			—			—
Purchase of held-to-maturity securities	—		(178.4		)	—			—			—			(178.4		)
Uses of restricted cash	—		142.1			—			—			—			142.1
Net cash used in investing activities	—		(37.6		)	(0.1		)	(271.5		)	—			(309.2		)
Cash flows from financing activities:
Intercompany loans	—		(284.3		)	—			284.3			—			—
Intercompany loan repayments	—		247.7			—			(247.7		)	—			—
Proceeds from issuance of common stock under the employee stock purchase plan	—		6.1			—			—			—			6.1
Proceeds from debt issuance	—		12.2			—			51.8			—			64.0
Proceeds from exercise of stock options	—		58.3			—			—			—			58.3
Repurchase of Treasury Stock	—		(15.4		)	—			—			—			(15.4		)
Dividends to minority shareholder of consolidated subsidiary	—		—			—			—			—			—
Payment of capital lease obligation	—		(26.6		)	—			(1.5		)	—			(28.1		)
Repurchase of 2.625% Convertible Senior Subordinated Notes due 2026	—		(56.2		)	—			—			—			(56.2		)
Repayment of long term debt	—		(1.7		)	—			(69.3		)	—			(71.0		)
Net cash used in financing activities	—		(59.9		)	—			17.6			—			(42.3		)
Effect of exchange rate changes on cash and cash equivalents	—		—			—			6.7			—			6.7
Net increase (decrease) in cash and cash equivalents	—		14.8			—			21.2			—			36.0
Cash and cash equivalents, beginning of period	—		392.3			—			231.0			—			623.3
Cash and cash equivalents, end of period	$	—	$	407.1		$	—		$	252.2		$	—		$	659.3



	Issuers			Guarantor Subsidiaries
	ON Semiconductor Corporation ⁽¹⁾			SCI LLC			Other Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
For the nine months ended October 1, 2010
Revenues	$	—		$	500.0		$	—		$	2,140.9		$	(906.7	)	$	1,734.2
Cost of revenues	—			375.3			1.5			1,550.9			(911.9		)	1,015.8
Gross profit	—			124.7			(1.5		)	590.0			5.2			718.4
Research and development	—			4.8			7.3			176.5			—			188.6
Selling and marketing	—			48.8			0.7			58.1			—			107.6
General and administrative	—			11.2			0.6			86.2			—			98.0
Amortization of acquisition related intangible assets	—			12.9			—			14.0			(3.1		)	23.8
Restructuring, asset impairments and other, net	—			0.3			—			6.7			—			7.0
Total operating expenses	—			78.0			8.6			341.5			(3.1		)	425.0
Operating income (loss)	—			46.7			(10.1		)	248.5			8.3			293.4
Interest expense	(38.0		)	(4.3		)	—			(2.7		)	—			(45.0		)
Interest income	—			0.1			—			0.3			—			0.4
Other	—			2.9			—			(9.9		)	—			(7.0		)
Loss on debt repurchase	—			(0.7		)	—			—			—			(0.7		)
Equity in earnings	267.5			625.7			5.0			—			(898.2		)	—
Income (loss) before income taxes	229.5			670.4			(5.1		)	236.2			(889.9		)	241.1
Income tax provision	—			5.1			—			(14.5		)	—			(9.4		)
Net income (loss)	229.5			675.5			(5.1		)	221.7			(889.9		)	231.7
Net income (loss) attributable to minority interest	—			—			—			(0.1		)	(2.1		)	(2.2		)
Net income (loss) attributable to ON Semiconductor Corporation	$	229.5		$	675.5		$	(5.1	)	$	221.6		$	(892.0	)	$	229.5
Net cash provided by operating activities	$	—		$	347.2		$	0.2		$	44.6		$	—		$	392.0
Cash flows from investing activities:
Purchases of property, plant and equipment	—			(48.6		)	(0.1		)	(97.2		)	—			(145.9		)
Purchase of a business, net of cash acquired	—			—			—			(91.1		)	—			(91.1		)
Deposits utilized for purchases of property, plant and equipment	—			—			—			1.2			—			1.2
Proceeds from held-to-maturity securities	—			—			—			45.5			—			45.5
Net cash used in investing activities	—			(48.6		)	(0.1		)	(141.6		)	—			(190.3		)
Cash flows from financing activities:
Intercompany loans	—			(503.6		)	—			503.6			—			—
Intercompany loan repayments	—			478.6			—			(478.6		)	—			—
Proceeds from debt issuance	—			5.1			—			—			—			5.1
Proceeds from issuance of common stock under the employee stock purchase plan	—			—			—			79.0			—			79.0
Proceeds from exercise of stock options	—			7.9			—			—			—			7.9
Payment of capital lease obligation	—			(22.8		)	—			(2.0		)	—			(24.8		)
Purchase of treasury stock	—			(10.2		)	—			—			—			(10.2		)
Repayment of long term debt	—			(173.3		)				(49.2		)	—			(222.5		)
Net cash used in financing activities	—			(218.3		)	—			52.8			—			(165.5		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			1.0			—			1.0
Net increase (decrease) in cash and cash equivalents	—			80.3			0.1			(43.2		)	—			37.2
Cash and cash equivalents, beginning of period	—			286.0			—			239.7			—			525.7
Cash and cash equivalents, end of period	$	—		$	366.3		$	0.1		$	196.5		$	—		$	562.9

_______________________


(1)	ON Semiconductor is a holding Company and has no operations apart from those of its operating subsidiaries. Additionally, ON Semiconductor does not maintain a bank account; rather SCI LLC, its primary domestic operating subsidiary, processes all of its cash receipts and disbursements on its behalf.

See also Note 10: “Commitments and Contingencies—Other Contingencies” for further discussion of the Company’s guarantees.