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ON · On Semiconductor

27 filings

10-K

ON 10-K Annual Reports

On Semiconductor - 27 annual reports

Filing record · 2016–202610-K1110-Q338-K162

2025
On Semiconductor Annual Report, Year Ended Dec 31, 2025
ON Semiconductor Corporation (ON), which operates under the onsemi brand, reported 2025 revenue of $5,995.4 million, down 15.3% from $7,082.3 million in 2024. Net income attributable to ON Semiconductor Corporation fell to $121.0 million from $1,572.8 million, and operating income dropped to $84.2 million from $1,767.7 million. Gross margin declined to 33.1% from 45.4%, driven by lower sales volumes in automotive and industrial end-markets, underutilization of manufacturing facilities, and charges from the 2025 Manufacturing Realignment Program, including $496.0 million of asset impairments, $268.2 million of excess and obsolete inventory charges, and $67.1 million of severance costs tied to approximately 2,400 employees. Restructuring, asset impairments and other charges, net totaled $666.9 million. Cash flow from operations was $1,759.8 million, compared with $1,906.4 million in 2024. The company repurchased approximately 27.9 million shares for about $1,375.0 million under its prior program, repaid $375.0 million on its Revolving Credit Facility, and ended 2025 with cash and cash equivalents of $2,147.6 million and short-term investments of $400.0 million. Gross long-term debt was $3,004.9 million at year-end. In November 2025 the Board approved a new repurchase program of up to $6.0 billion covering 2026 through 2028, under which the company had acquired 2.9 million shares for $175.6 million through February 4, 2026. Capital expenditures were $341.2 million in 2025 and the company expects them to be about 5% of revenue in 2026. By segment, Power Solutions Group (PSG) revenue was $2,805.1 million with gross margin of 24.5%, Analog and Mixed-Signal Group (AMG) revenue was $2,261.9 million with gross margin of 51.1%, and Intelligent Sensing Group (ISG) revenue was $928.4 million with gross margin of 15.1%. Automotive represented 51% of 2025 revenue and industrial 28%. Remaining performance obligations under long-term supply agreements were approximately $7.1 billion, with approximately 34% expected to be recognized over the next 12 months.
Feb 9, 2026
2024
On Semiconductor Annual Report, Year Ended Dec 31, 2024
ON Semiconductor Corporation (ON), which operates under the onsemi brand, reported full-year 2024 revenue of $7,082.3 million, a decrease of 14.2% from $8,253.0 million in 2023. Net income attributable to ON Semiconductor Corporation was $1,572.8 million, compared with $2,183.7 million in 2023, and operating income was $1,767.7 million versus $2,538.7 million. Gross margin declined to 45.4% from 47.1%, which the company attributes primarily to decreased demand in its automotive and industrial end-markets, resulting in lower sales volumes and underutilized manufacturing facilities. Diluted EPS was $3.63 in 2024 compared with $4.89 in 2023. The company is organized into three segments: Power Solutions Group (PSG, 47% of 2024 revenue), Analog and Mixed-Signal Group (AMG, 37%) and Intelligent Sensing Group (ISG, 16%). Automotive accounted for 55% and industrial for 25% of 2024 revenue. The company continued its 2024 business realignment, with approximately 1,200 employees notified of termination and restructuring, asset impairment and other charges of $133.9 million recorded in operating expenses. Cash flow from operations was $1,906.4 million, capital expenditures were $694.0 million, and the company repurchased approximately 9.1 million shares for about $650 million during 2024. Cash and cash equivalents were $2,691.3 million at year-end, against gross long-term debt of $3,379.9 million. Subsequent to year-end, on January 14, 2025, the company completed the acquisition of the SiC JFET technology business from Qorvo US, Inc. for $118.8 million in cash, which the company says complements its EliteSiC power portfolio and targets AC-DC power supply needs for AI data centers. The company also repurchased 1.6 million shares for $100.0 million in January 2025 under its Share Repurchase Program, which authorizes up to $3.0 billion through December 31, 2025, with $1,786.0 million remaining at year-end.
Feb 10, 2025
2023
On Semiconductor Annual Report, Year Ended Dec 31, 2023
ON Semiconductor Corporation, together with its subsidiaries operating under the onsemi brand, reported 2023 revenue of $8,253.0 million, a nominal decrease of 0.9% from $8,326.2 million in 2022. Net income attributable to ON Semiconductor Corporation rose to $2,183.7 million from $1,902.2 million, and operating income increased to $2,538.7 million from $2,360.0 million. The company stated that these increases were primarily due to goodwill and intangible asset impairment charges of $386.8 million related to its QCS wind down in 2022, which did not recur in 2023. Gross margin declined about 190 basis points to 47.1% from 49.0%, as the decline in existing product revenue, higher manufacturing costs at the EFK location, and an unfavorable foundry impact weighed on gross profit, partly offset by roughly $320 million of gross profit from new product sales. The company is organized into three segments: Power Solutions Group (53.9% of 2023 revenue), Advanced Solutions Group (30.2%) and Intelligent Sensing Group (15.9%). Automotive and industrial end-markets accounted for approximately 52% and 28% of revenue, respectively. Operating cash flow fell to $1,977.5 million from $2,633.1 million, while capital expenditures rose to $1,575.6 million, primarily for SiC capacity expansion. The company guided 2024 capital expenditures to 10% to 12% of revenue. Cash and cash equivalents were $2,483.0 million at year end, against gross long-term debt of $3,379.9 million, including $804.9 million of 0% Notes that were classified as current on share price trigger provisions. The company repurchased $564.0 million of common stock under its $3.0 billion program, which runs through December 31, 2025, and repaid the 1.625% Notes. It also issued $1.5 billion of 0.50% Convertible Senior Notes due 2029 and replaced its prior credit agreement with a $1.5 billion Revolving Credit Facility. The filing also discloses a 2023 business realignment that affected approximately 1,900 employees, with severance and related charges of $59.1 million, and a putative securities class action filed in December 2023 concerning the company's SiC business.
Feb 5, 2024
2022
On Semiconductor Annual Report, Year Ended Dec 31, 2022
ON Semiconductor Corporation, operating under the onsemi brand, reported record 2022 results in this 10-K filed February 6, 2023. Revenue rose to $8,326.2 million from $6,739.8 million in 2021, an increase of 23.5%. Gross margin expanded to 49.0% from 40.3%, and operating income reached $2,360.0 million versus $1,287.6 million. Net income attributable to the company was $1,902.2 million, compared with $1,009.6 million in 2021. Results were driven by a product mix focused on higher-margin products, higher average selling prices, and savings from restructuring. Cash flow from operations was $2,633.1 million, and capital expenditures were $1,005.0 million, which the company expects to rise to about 20% of revenue in 2023. The company is shifting toward a lighter internal fabrication model. In 2022 it divested wafer facilities in Belgium, Maine, Idaho and Japan, wound down its QCS business (which drove $330.0 million of goodwill impairment and $56.8 million of intangible impairment), and acquired the East Fishkill, New York fab from GlobalFoundries for $406.3 million on December 31, 2022. Its focus is on SiC capacity expansion and automotive and industrial end-markets, which together represented 40.4% and 27.5% of 2022 revenue. Balance-sheet items to note include $3,228.3 million of gross debt, $2,919.0 million of cash and cash equivalents, and $1,086.0 million outstanding under the Term Loan B facility. Management approved a new share repurchase program of up to $3.0 billion running from February 8, 2023 through December 31, 2025. The company disclosed that the 1.625% Notes became convertible during the first quarter of 2023 because the stock price threshold was met, and that approximately $236.3 million of the EFK purchase price was paid on January 3, 2023.
Feb 6, 2023
2021
On Semiconductor Annual Report, Year Ended Dec 31, 2021
ON Semiconductor Corporation, together with its wholly and majority-owned subsidiaries (operating under the onsemi brand), reported 2021 revenue of $6,739.8 million, up 28.3% from $5,255.0 million in 2020. Gross margin rose to 40.3% from 32.7%, and operating income increased to $1,287.6 million from $348.7 million. Net income attributable to ON Semiconductor Corporation was $1,009.6 million, compared with $234.2 million in 2020, and diluted earnings per share were $2.27 versus $0.56. Management attributed the improvement to stronger demand across its three segments (PSG, ASG and ISG), higher sales volume, favorable mix, higher average selling prices, better factory utilization and restructuring savings. Operating cash flow was $1,782.0 million, and cash and cash equivalents ended the year at $1,352.6 million. Management's stated strategy is to expand gross and operating margins, move toward a lighter internal fabrication model, and rationalize its manufacturing footprint, including exploring the sale of select facilities. In 2021 the company completed the acquisition of GT Advanced Technologies Inc. (GTAT), a SiC producer, for $434.9 million, and divested one of its businesses. It also implemented an involuntary severance plan affecting approximately 960 employees with charges of $65.3 million. Capital expenditures are expected to rise to 11% to 12% of revenue in 2022, up from a historical range of about 6% to 7%. The balance sheet carried $3,258.3 million of gross debt at year-end, including $805.0 million of 0% Convertible Senior Notes due 2027 issued in 2021 and $155.1 million of 1.625% Notes that were reclassified to current liabilities. Working capital including cash and the current portion of long-term debt was $2,238.2 million. Investors should weigh the convertible note conversion and dilution provisions, the cash settlement requirements, and the company's exposure to automotive demand, which accounted for approximately 34% of 2021 revenue.
Feb 14, 2022
2020
On Semiconductor Annual Report, Year Ended Dec 31, 2020
ON Semiconductor Corporation, together with its subsidiaries, reported 2020 revenue of $5,255.0 million, down 4.8% from $5,517.9 million in 2019, primarily due to reduced demand from the COVID-19 pandemic. Operating income fell to $348.7 million from $432.7 million, and gross margin decreased to 32.7% from 35.8%. Net income attributable to ON Semiconductor was $234.2 million, compared with $211.7 million in 2019, with the increase attributed to an income tax benefit recorded during the year. Diluted EPS was $0.56 versus $0.51 in 2019. The company stated that its primary focus is gross margin expansion alongside significant revenue growth in automotive, industrial and communication infrastructure markets. It is evaluating its product portfolio, moving away from non-differentiated products, and rationalizing its manufacturing footprint, including exploring sales of six-inch fabs in Oudenaarde, Belgium and Niigata, Japan, while pursuing a pending $400.0 million acquisition of GLOBALFOUNDRIES' East Fishkill, New York site expected around December 31, 2022. Balance sheet and liquidity items to note: total debt was $3,589.5 million at year-end, with the 1.625% Notes classified as current after a conversion trigger was met, and cash and cash equivalents were $1,080.7 million. Operating cash flow was $884.3 million and capital expenditures were $383.6 million. The company also repurchased 3.6 million shares for $65.3 million in 2020 and had $1,295.8 million remaining under its 2018 Share Repurchase Program. Mr. Bernard Gutmann retired as CFO on the filing date, and Thad Trent was appointed to succeed him.
Feb 16, 2021
2019
On Semiconductor Annual Report, Year Ended Dec 31, 2019
ON Semiconductor Corporation (ON) reported total revenue of $5,517.9 million for 2019, down from $5,878.3 million in 2018, a decrease of $360.4 million, or 6.1%. Gross margin fell to 35.8% from 38.1%, attributed to a competitive pricing environment and decreased demand. Net income attributable to ON Semiconductor was $211.7 million ($0.51 per diluted share), compared with $627.4 million in 2018. Results were hit by a $169.5 million litigation settlement with Power Integrations, Inc. (PI), paid in October 2019, and the acquisition of Quantenna Communications, Inc. for $1,039.3 million, completed June 19, 2019, which contributed $84.8 million of revenue and a $39.3 million net loss from the closing date through year-end. Cash flow from operations declined to $694.7 million from $1,274.2 million, while capital expenditures were $534.6 million. Total outstanding indebtedness was $3,749.2 million at December 31, 2019, against cash and cash equivalents of $894.2 million. The company drew $900.0 million on its Revolving Credit Facility to fund the Quantenna deal, and its Term Loan "B" Facility was increased to $1.635 billion in September 2019. The company repurchased 7.8 million shares for $138.9 million under its 2018 Share Repurchase Program, with $1,361.1 million remaining authorized. The filing also flags tariffs and U.S.-China trade restrictions, including the May 2019 addition of Huawei Technologies Co., Ltd. to the Entity List, as risks to demand. The company is exploring the sale of its Oudenaarde, Belgium facility, plans to close a New York facility in 2020, and has agreed to acquire a GLOBALFOUNDRIES site in East Fishkill, New York for $400.0 million, with closing expected around December 31, 2022.
Feb 19, 2020
2018
On Semiconductor Annual Report, Year Ended Dec 31, 2018
ON Semiconductor Corporation reported total revenue of $5,878.3 million for the year ended December 31, 2018, up from $5,543.1 million in 2017, with the increase attributed mainly to better demand in the Power Solutions Group and Analog Solutions Group. Gross margin rose to 38.1% from 36.7%, driven by favorable product mix. Net income attributable to ON Semiconductor was $627.4 million, or $1.44 per diluted share, compared with $810.7 million in 2017; the 2017 figure was boosted by $449.9 million of U.S. tax reform benefits and a one-time revenue recognition change. Operating income rose to $847.2 million from $681.6 million. The balance sheet carried $2,939.0 million of gross debt at year-end against $1,069.6 million of cash and cash equivalents. Operating cash flow was $1,274.2 million, and capital expenditures were $514.8 million, which management said were elevated at 8% to 9% of revenue and expected to be similar in 2019. The company repurchased $315.0 million of stock under the 2014 program and began a new $1.5 billion four-year repurchase program in December 2018, under which it had bought 4.2 million shares for $71.7 million through February 15, 2019. During 2018 the company acquired SensL for $71.6 million to add LiDAR and single-photon sensing capabilities, and it completed the acquisition of a controlling interest in ON Semiconductor Aizu Co., Ltd. Risk disclosures highlight ongoing exposure to cyclical end markets, customer concentration, U.S.-China tariffs, and extensive patent litigation with Power Integrations, Inc., where the company estimated its range of possible losses for all PI cases at approximately $4 million to $20 million in the aggregate.
Feb 20, 2019
2017
On Semiconductor Annual Report, Year Ended Dec 31, 2017
ON Semiconductor Corporation reported total revenues of $5,543.1 million for 2017, up from $3,906.9 million in 2016, with the increase primarily attributable to the acquisition of Fairchild, which closed on September 19, 2016 for an aggregate purchase price of approximately $2,532.2 million. Gross margin rose to 36.7% from 33.2%, driven by higher factory utilization, product mix and contributions from Fairchild. Net income attributable to ON Semiconductor Corporation was $810.7 million, or $1.89 per diluted share, compared with $182.1 million in 2016. The filing states that the result was attributable to the impact of U.S. tax reform, including a provisional income tax benefit of $449.9 million under the Tax Cuts and Jobs Act, as well as improved results and contributions from the acquired Fairchild business. Debt remains a central consideration for investors. As of December 31, 2017, the company had $3,175.0 million of outstanding indebtedness, including a $1.2 billion Term Loan B facility and $400.0 million drawn on a $1.0 billion Revolving Credit Facility, plus $575.0 million of 1.625% convertible notes issued in March 2017 and $690.0 million of 1.00% convertible notes. Cash and cash equivalents were $949.2 million, and cash flow from operating activities was $1,094.2 million in 2017, against capital expenditures of $387.5 million. The company repurchased $25.0 million of stock in 2017 and had $603.2 million remaining under its 2014 Share Repurchase Program. Management estimates Q1 2018 revenues of $1,340.0 to $1,390.0 million. The filing also highlights concentration and industry risks: Power Solutions Group, Analog Solutions Group and Image Sensor Group generated 50.9%, 35.2% and 13.9% of 2017 revenues, respectively. Sales to distributors represented approximately 60% of revenues in 2017, and the company disclosed ongoing patent litigation with Power Integrations, Inc., with an estimated range of possible losses for all PI cases of approximately $4 million to $20 million in the aggregate. The company has never declared or paid cash dividends on its common stock since its IPO.
Feb 21, 2018
2016
On Semiconductor Annual Report, Year Ended Dec 31, 2016
ON Semiconductor Corporation, the filer named in this Form 10-K, reported total revenues of $3,906.9 million for 2016, an increase from $3,495.8 million in 2015, with the increase attributable to the acquisition of Fairchild, partially offset by lower revenues in the Image Sensor Group. Net income attributable to ON Semiconductor Corporation was $182.1 million, or $0.43 per diluted share, compared with $206.2 million in 2015. Gross margin decreased to 33.2% from 34.1%, reflecting the expensing of a $67.5 million fair market value inventory step-up from the Fairchild acquisition. Operating income declined to $236.1 million from $261.1 million, and interest expense rose to $145.3 million from $49.7 million as a result of debt incurred to fund Fairchild. The Fairchild Transaction, completed September 19, 2016 for a purchase price of $2,532.2 million, was the defining event of the year. It was funded by a $2.4 billion Term Loan "B" Facility, a partial draw on the $600 million Revolving Credit Facility, and cash on hand. Total outstanding indebtedness was $3,806.8 million at December 31, 2016, compared with $1,515.8 million a year earlier. The company also recorded a $92.2 million gain on the divestiture of its ignition IGBT and Thyristor businesses, and a $89.4 million net tax benefit from releasing part of its Japan valuation allowance. Net income was also affected by a $310.8 million tax expense from reversing the prior indefinite reinvestment assertion, partly offset by a $267.9 million benefit from releasing valuation allowance. For the first quarter of 2017, the company estimated revenues of approximately $1,215 to $1,265 million and gross margin of approximately 33.4% to 34.8%. Cash and cash equivalents were $1,028.1 million at year-end, and cash flow from operating activities was $581.2 million. The company repurchased no shares in 2016, and it redeemed the 2.625% Notes, Series B in January 2017 for approximately $445 million.
Feb 28, 2017
2015
On Semiconductor Annual Report, Year Ended Dec 31, 2015
ON Semiconductor Corporation reported revenues of $3,495.8 million for 2015, up from $3,161.8 million in 2014, with the increase attributed mainly to a full year of operations from the 2014 acquisitions of Aptina and Truesense, partly offset by lower System Solutions Group revenue. Net income attributable to ON Semiconductor Corporation was $206.2 million, or $0.48 per diluted share, compared with $189.7 million in 2014. Gross margin was 34.1% versus 34.3% in 2014, and operating income rose to $261.1 million from $228.9 million. Cash and cash equivalents were $617.6 million at year-end, against long-term debt including current maturities of $1,393.9 million. The dominant forward-looking item is the pending acquisition of Fairchild Semiconductor International, Inc. for $20.00 per share in cash, a transaction valued at approximately $2.4 billion. The company plans to fund it with cash on hand, debt or equity issuance, and a committed $2.4 billion term loan plus a $300 million revolver. The filing states the company expects the deal to close late in the second quarter of 2016, and that interest expense will increase substantially starting in the first quarter of 2016. Fairchild-related shareholder litigation is pending, and a $215 million termination fee could be payable under certain circumstances. For the first quarter of 2016, the company estimates revenues of approximately $800 to $840 million and gross margin of approximately 31.8% to 33.8%, excluding any contribution from Fairchild. The company repurchased about 30.4 million shares in 2015 for roughly $347.8 million, and it has a remaining $628.2 million authorization under its 2014 program.
Feb 24, 2016
2014
On Semiconductor Annual Report, Year Ended Dec 31, 2014
ON Semiconductor Corporation reported 2014 revenues of $3,161.8 million, up from $2,782.7 million in 2013, driven mainly by the acquisitions of Aptina and Truesense and by higher Application Products Group and Standard Products Group revenue, partly offset by lower System Solutions Group revenue. Gross margin rose to 34.3% from 33.4%, and net income attributable to ON Semiconductor Corporation was $189.7 million, or $0.43 per diluted share, compared with $150.4 million in 2013. Operating income was $228.9 million, and net cash provided by operating activities was $481.3 million. The company spent about $405.4 million on Aptina (completed August 15, 2014) and $95.7 million on Truesense (completed April 30, 2014). It ended 2014 with $517.8 million of cash, cash equivalents and short-term investments and $1,192.6 million of long-term debt including current maturities. On December 1, 2014, it announced a capital allocation policy to return about 80% of free cash flow less debt repayments to shareholders, along with a $1 billion share repurchase program over four years. About $976.0 million remained under that program at year-end. The System Solutions Group, formerly SANYO Semiconductor, continued to decline and drove most of the 2014 restructuring activity, including voluntary retirement programs and the planned closure of the KSS facility. The filing also reports a revision of prior-period financial statements for 2013 and 2012 to correct errors, including a deferred tax asset in a foreign subsidiary.
Feb 27, 2015
2013
On Semiconductor Annual Report, Year Ended Dec 31, 2013
ON Semiconductor Corporation reported total revenues of $2,782.7 million for 2013, down from $2,894.9 million in 2012, with the decline attributed mainly to lower revenue in its System Solutions Group amid a softer Japanese consumer market and a weaker Yen. Gross margin rose to 33.7% from 32.9%, and the company returned to net income attributable to ON Semiconductor Corporation of $150.8 million, or $0.33 per diluted share, compared with a net loss of $90.6 million in 2012 that was largely driven by 2012 asset impairments in the System Solutions Group. The company continued restructuring its System Solutions Group, which included two voluntary retirement programs in Japan and a plan to close the KSS facility by the end of the second quarter of 2014. Restructuring, asset impairments and other, net totaled $33.2 million in 2013, versus $165.3 million in 2012. Cash, cash equivalents and short-term investments were $625.7 million at year end, and the company retired its 1.875% and 2.625% Notes while extending its senior revolving credit facility to $800 million maturing October 2018. The company remained highly leveraged, with long-term debt including current maturities of $942.2 million at December 31, 2013. Management expects Q1 2014 revenues of approximately $695 million to $725 million and gross margin of approximately 33% to 35%. Capital expenditures were $155.2 million in 2013, with a 2014 projection of approximately $205 million to $225 million.
Feb 21, 2014
2012
On Semiconductor Annual Report, Year Ended Dec 31, 2012
ON Semiconductor Corporation (ON Semiconductor, traded on NASDAQ as ONNN) reported total 2012 revenues of $2,894.9 million, down from $3,442.3 million in 2011, with a GAAP net loss attributable to the company of $90.6 million, or $0.20 per diluted share, compared with net income of $11.6 million in 2011. Gross margin rose to 32.9% from 29.3%, mainly because the company did not repeat $138.7 million of 2011 SANYO Semiconductor-related expenses. Operating results were weighed down by $165.3 million of restructuring, asset impairment and other charges and $49.5 million of goodwill and intangible impairments, most of them tied to the SANYO Semiconductor Products Group, whose revenue fell to $771.0 million from $1,060.3 million. Operating loss was $16.3 million for 2012 versus operating income of $113.4 million in 2011. Balance sheet and capital allocation items: cash, cash equivalents and short-term investments were $631.7 million at year-end, and long-term debt including current maturities was $1,011.9 million. The company repurchased 8.8 million shares for about $55.3 million under a $300.0 million program, retired the $96.2 million Zero Coupon Convertible Notes due 2024, and extended the earliest put date on $99.9 million of 2.625% Convertible Notes from December 2013 to December 2016. Net cash provided by operating activities fell to $276.0 million from $545.5 million, and capital expenditures were $256.3 million. Outlook: the company estimated first-quarter 2013 revenue of approximately $645 million to $685 million and gross margin of approximately 30.5% to 32.5%. It also initiated a voluntary retirement program at SANYO Semiconductor subsidiaries expected to reduce employment by roughly 500 to 600 employees, with an estimated charge of $40.0 million to $50.0 million in 2013.
Feb 26, 2013
2011
On Semiconductor Annual Report, Year Ended Dec 31, 2011
ON Semiconductor Corporation (ticker ONNN on Nasdaq Global Select Market) reported record total revenues of $3,442.3 million for 2011, up 49% from $2,313.4 million in 2010, driven mainly by the January 1, 2011 acquisition of SANYO Semiconductor. Net income attributable to ON Semiconductor Corporation fell sharply to $11.6 million, or $0.03 per diluted share, from $290.5 million, or $0.65 per diluted share, in 2010. Gross margin declined to 29.3% from 41.3%, largely reflecting $58.3 million of expensed inventory step-up and $80.4 million of non-cash manufacturing expenses tied to the SANYO Semiconductor acquisition. Operating income was $113.4 million versus $374.2 million a year earlier, weighed down by restructuring, asset impairments and other charges of $102.7 million, including the closure of the Aizu, Japan wafer facility and flood damage in Thailand. The company ended 2011 with cash, cash equivalents and short-term investments of $901.5 million, total assets of $3,883.5 million, and long-term debt including current maturities of $1,207.0 million. Operating cash flow was $545.5 million and capital expenditures were $316.4 million. In December 2011 ON entered into a $325.0 million five-year senior revolving credit facility, which had not been drawn as of year end. For the first quarter of 2012, the company estimated revenues of $720.0 million to $760.0 million and gross margin of 31.5% to 32.5%. The company also disclosed that it will close its Aizu, Japan wafer fab and the Ayutthaya and Bang Pa In Thailand facilities during 2012, with the flood-related restoration expected to take multiple quarters. Key investor considerations include the thin 2011 bottom line despite record revenue, a heavy debt load that includes a $339.8 million loan from SANYO Electric, substantial pension and multi-employer withdrawal liabilities, a full valuation allowance on domestic deferred tax assets, and an ongoing dependence on the successful integration and margin improvement of SANYO Semiconductor.
Feb 22, 2012
2010
On Semiconductor Annual Report, Year Ended Dec 31, 2010
ON Semiconductor Corporation reported record 2010 total revenues of $2,313.4 million, up 30.8% from $1,768.9 million in 2009, with net income attributable to the company of $290.5 million, or $0.65 per diluted share, compared with $61.0 million in 2009. Gross margin rose to 41.3% from 35.1%, driven mainly by higher factory utilization, profitability enhancement savings and lower inventory step-up expensing, partially offset by a 4.4% decline in average selling prices. Operating income was $374.2 million versus $142.6 million the prior year, and cash provided by operations was $551.8 million. The company's balance sheet strengthened during 2010: total debt fell to $888.8 million from $1,302.9 million in 2003, cash and cash equivalents were $623.3 million at year end, and stockholders' equity rose to $1,388.0 million from $1,004.6 million. The senior bank facilities were fully prepaid in May 2010. Goodwill of $191.2 million remained after an $8.9 million impairment tied to the PulseCore acquisition, and an additional $7.2 million intangible impairment was recorded. Looking ahead, the company completed the SANYO Semiconductor acquisition on January 1, 2011, for approximately $663 million total purchase price (about $520 million consideration after liabilities assumed), funded partly by a $377.5 million seven-year note payable to SANYO Electric. For Q1 2011, excluding SANYO, management guided revenue of $570.0 million to $590.0 million and gross profit of 40.0% to 41.0%, plus an incremental $260.0 million to $285.0 million of revenue from SANYO Semiconductor. Risks highlighted include cyclicality, integration of SANYO, restructuring charges of approximately $74 million to $86 million, customer concentration (Avnet at 13% of 2010 revenue) and high leverage.
Feb 24, 2011
2009
On Semiconductor Annual Report, Year Ended Dec 31, 2009
ON Semiconductor Corporation (ON Semiconductor, filed as ON Semiconductor Corporation and its subsidiaries) reported 2009 revenues of $1,768.9 million, down from $2,054.8 million in 2008, a decline the filing attributes mainly to the global economic downturn. The company returned to net income of $61.0 million attributable to ON Semiconductor Corporation in 2009, compared with a net loss of $428.9 million in 2008 that included a $544.5 million goodwill impairment charge. Gross margin was 35.1% in 2009 versus 36.3% in 2008, and operating income rose to $142.6 million from an operating loss of $365.9 million. Cash provided by operating activities was $276.9 million, and cash and cash equivalents ended the year at $525.7 million. Total debt was reduced to $933.5 million at December 31, 2009, from $1,009.8 million at the end of 2008, and interest expense fell to $64.6 million from $79.9 million. The filing describes the company as having its lowest net debt position in its history. Management expects first-quarter 2010 revenues of approximately $515.0 million to $525.0 million and a gross profit percentage of roughly 40.0% to 41.0%. The company also completed the acquisitions of PulseCore (November 2009, about $17 million) and California Micro Devices Corporation (January 27, 2010, about $110.0 million in cash). Key risks cited in the filing include semiconductor industry cyclicality, customer concentration (one customer accounted for 11% of 2009 revenues), reliance on distributors and high leverage with restrictive debt covenants, and ongoing exposure to acquisition integration and litigation. A securities class action relating to the 2001 IPO was settled for a total payment of $586 million across all defendants, with insurers covering ON Semiconductor's allocation.
Feb 25, 2010
2008
On Semiconductor Annual Report, Year Ended Dec 31, 2008
ON Semiconductor Corporation (ON Semiconductor) reported 2008 revenues of $2,054.8 million, up from $1,566.2 million in 2007, with the increase driven largely by the March 2008 acquisition of AMIS and the October 2008 acquisition of Catalyst. The company swung to a net loss of $380.1 million in 2008 (compared with net income of $242.2 million in 2007), primarily because of a $544.5 million goodwill impairment charge recorded in the fourth quarter. Gross margin fell to 36.3% from 37.7%, largely due to the sale of inventory written up to fair value in the acquisitions and lower average selling prices. Management described a weakening macroeconomic environment and said it is taking significant cost actions in response. For 2009 it planned capital expenditures of $55 to $60 million, versus normalized levels of $130 to $140 million, and announced a reduction of about 1,500 personnel, factory closures, temporary shutdowns, and no bonuses. It expects cost reductions of $40 to $50 million per quarter and a cash breakeven revenue level of about $340 million per quarter. First-quarter 2009 revenue is expected to be $340 million to $380 million. Balance sheet items include cash and cash equivalents of $458.7 million, total debt of $1,169.3 million, and stockholders' equity of $678.7 million at December 31, 2008. Total debt was reduced from $1,302.9 million at the end of 2003, and interest expense fell from $151.1 million in 2003 to $38.3 million in 2008. Management stated that cash flow from operations and existing cash are expected to be adequate to fund operating and capital needs through December 31, 2009.
Feb 27, 2009
2007
On Semiconductor Annual Report, Year Ended Dec 31, 2007
ON Semiconductor Corporation (filed as ON Semiconductor Corporation) reported 2007 net revenues of $1,566.2 million, up 2.2 percent from $1,531.8 million in 2006, and net income of $242.2 million, or $0.80 per diluted share, compared with $272.1 million in 2006. Gross margin declined to 37.7% from 38.5%, mainly due to lower manufacturing services revenue, while operating income fell to $277.2 million from $317.0 million. Cash flow from operations was $317.1 million and cash and cash equivalents ended the year at $274.6 million. Total debt was reduced to $1,159.4 million from $1,302.9 million at the end of 2003, and annual interest expense fell from $151.1 million in 2003 to $38.8 million in 2007. The company is pursuing a merger with AMIS Holdings, Inc., under which each AMIS share would convert into 1.150 ON shares, an estimated $894.1 million at announcement. The filing states AMIS holders would own approximately 26% of ON's shares after the merger on a fully diluted basis, and management estimates about $50 million in pre-tax savings in 2009. ON also bought the voltage regulation and thermal monitoring business of Analog Devices for $148.0 million on December 31, 2007, and repurchased 5,000,000 shares in 2007 at $11.05 each. The company guides first-quarter 2008 revenue down roughly 3% to 7% from fourth-quarter 2007 revenue of $407.9 million. Key risks include high leverage, with $1,159.4 million of long-term debt, cyclical semiconductor demand, dilution from the AMIS share issuance, the need to refinance roughly $277.5 million of AMIS debt, and a pending securities class action related to the 2001 IPO. Management concluded internal control over financial reporting was effective as of December 31, 2007, excluding the PTC Business acquired on that date.
Feb 12, 2008
2006
On Semiconductor Annual Report, Year Ended Dec 31, 2006
ON Semiconductor Corporation (NASDAQ: ONNN) reported net income of $272.1 million for fiscal 2006 on net revenues of $1,531.8 million, up from $1,260.6 million in 2005. The company stated this was its highest annual net income since its 1999 recapitalization, and gross margin rose to 38.5% from 33.2%. Results were supported by higher sales volume, the May 2006 purchase of LSI Logic's Gresham, Oregon wafer fab (which added $100.6 million of manufacturing services revenue), and a $20.2 million depreciation reduction from extending the useful life of manufacturing equipment from 5 to 10 years. The balance sheet remains highly leveraged. Total debt was $1,176.0 million at year-end, against cash of $268.8 million and a stockholders' deficit of $225.4 million. During 2006 the company reduced debt and interest costs, issued $484.0 million of 2.625% convertible notes due 2026, repurchased 40,415,970 shares for $300.0 million (including 9,749,303 shares from principal stockholder TPG), and reported interest expense of $51.8 million, down from $61.5 million in 2005. Operating cash flow was $349.8 million. Management expects Q1 2007 revenue of $368.0 to $378.0 million and described the semiconductor cycle as highly cyclical, with ongoing pricing pressure and exposure to the Delphi bankruptcy and the Gresham supply contract with LSI. Litigation remains a key uncertainty. The IPO securities class action has a proposed settlement guaranteeing $1.0 billion in recoveries from participating issuers, but its approval is stayed following a December 2006 Second Circuit ruling that the related cases may not be certified as class actions. The company states it expects insurance proceeds to cover its share and that the outcome should not have a material effect on its financial position.
Feb 23, 2007
2005
On Semiconductor Annual Report, Year Ended Dec 31, 2005
ON Semiconductor Corporation, a global supplier of power and data management semiconductors and standard semiconductor components, reported net income of $100.6 million for 2005 on revenues of $1,260.6 million, compared with a net loss of $123.7 million on revenues of $1,266.9 million in 2004. The company stated this was its highest annual net income since its 1999 recapitalization, and it was profitable in all four quarters of 2005. Gross profit was $418.5 million, or 33.2% of revenues, up from 32.4% in 2004, which the company attributed to profitability enhancement programs and higher sales volume. Operating income rose to $167.6 million from $149.9 million, and interest expense fell to $61.5 million from $101.2 million. The balance sheet remains highly leveraged. Long-term debt including current maturities was $1,067.0 million at December 31, 2005, against cash and cash equivalents of $233.3 million, and the company reported a stockholders' deficit of $300.3 million. Following the November 2005 conversion of TPG's preferred stock into common stock, Texas Pacific Group and its affiliates held approximately 52.9% of the total voting power as of February 10, 2006. The company also issued $95.0 million of 1.875% convertible senior subordinated notes in December 2005 to repay its junior subordinated note, and reported operating cash flow of $193.1 million for 2005. Management's outlook anticipates first-quarter 2006 revenues of approximately $330.0 million and a gross profit of approximately 35%, with the company also noting the adoption of SFAS 123R beginning in 2006 and an estimated $2.0 million stock compensation expense in the first quarter. Ongoing risks include the cyclical semiconductor industry, customer concentration (ten largest customers at approximately 55% of 2005 revenues), a securities class action settlement pending court approval, and the Delphi Corporation Chapter 11 filing affecting automotive receivables.
Feb 22, 2006
2004
On Semiconductor Annual Report, Year Ended Dec 31, 2004
ON Semiconductor Corporation (ON), a global supplier of power and data management semiconductors and standard semiconductor components, reported 2004 revenues of $1,266.9 million, up from $1,069.1 million in 2003, with a net loss of $123.7 million compared with a net loss of $166.7 million in 2003. Gross profit rose to $409.9 million (32.4% of revenues) from $300.7 million (28.1%), driven by higher sales volume and profitability enhancement programs, partly offset by lower average selling prices. Operating income was $149.9 million, but the net loss was driven by a $159.7 million loss on debt prepayment and $101.2 million of interest expense, reflecting a series of refinancings in 2004 that included two public equity offerings and the issuance of $260.0 million of zero coupon convertible senior subordinated notes. The company remains highly leveraged, with total long-term debt of $1,151.8 million and a stockholders' deficit of $537.8 million at December 31, 2004. Cash, cash equivalents and short-term investments totaled $185.7 million, and operating cash flow was $38.4 million. Management expects revenues in the first quarter of 2005 to decline 4% to 5% from the fourth quarter of 2004, and it expects annualized savings of $20 million to $25 million from its ongoing restructuring programs beginning in the third quarter of 2005. Texas Pacific Group affiliates hold over 51% of the voting power, and the company faces a securities class action whose proposed settlement awaits court approval. For investors, the key trade-off is improved operating performance and reduced interest costs against a still-thin cash position, heavy debt maturities (including $624.7 million due in 2009) and continued net losses.
Mar 31, 2005
2003-A
On Semiconductor Annual Report (Amendment), Year Ended Dec 31, 2003
ON Semiconductor Corporation's Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2003 was filed to correct a typographical error in the Report of Independent Auditors in Part IV, Item 15. The amendment reproduces the full annual report, including the consolidated financial statements and the financial statements of several subsidiaries and affiliates. The company reported 2003 revenues of $1,069.1 million, down from $1,093.7 million in 2002, and a net loss of $166.7 million, compared with a net loss of $141.9 million in 2002. Operating income was $20.5 million, versus $27.0 million in 2002, after restructuring, asset impairments and other charges of $61.2 million. The balance sheet shows total assets of $1,161.4 million, long-term debt of $1,291.5 million, and a stockholders' deficit of $644.6 million at December 31, 2003. Cash and cash equivalents were $186.6 million. The company was in compliance with its debt covenants at year-end and states that its cash flow and existing balances should be adequate through December 31, 2004. In February 2004 it completed a public offering of common stock with net proceeds of $226.7 million, which it expects to use to redeem $70.0 million of first-lien notes and $105.0 million of second-lien notes. The filing also notes a December 2003 decision to phase out manufacturing at East Greenwich, Rhode Island, with restructuring charges for that action and related Czech Republic line closures, and a pending proposed settlement of the IPO securities class action litigation under which the company expects insurance proceeds to cover its share.
Mar 22, 2004
2003
On Semiconductor Annual Report, Year Ended Dec 31, 2003
ON Semiconductor Corporation's annual report on Form 10-K for fiscal 2003 reports revenues of $1,069.1 million, down from $1,093.7 million in 2002 and $1,223.2 million in 2001, with a net loss of $166.7 million in 2003 compared with $141.9 million in 2002. Gross profit improved to $301.0 million (28.2% of revenues) from $298.1 million (27.3%) in 2002, while operating income was $20.5 million versus $27.0 million the prior year. The company attributes the revenue declines primarily to lower average selling prices, and it cites restructuring, asset impairment and other charges of $61.2 million in 2003. Cash and cash equivalents were $186.6 million at December 31, 2003, and the stockholders' deficit was $644.6 million. The company's balance sheet remains highly leveraged, with total long-term debt of $1,302.9 million at year-end 2003. Management reports improved end-market conditions, including manufacturing capacity utilization above 85% and a book-to-bill ratio above 1 in each quarter of 2003, and it expects first-quarter 2004 revenues to rise 5% to 6% over the fourth quarter of 2003. To reduce debt, the company completed a September 2003 equity offering of about 37.0 million shares at $4.50 per share, and a February 2004 offering of about 34.4 million shares at $6.98 per share, with net proceeds of $226.7 million used to redeem $175 million of secured notes. Investors should weigh the company's cost-reduction programs and industry recovery signals against its heavy debt load, continued losses, and the pending securities class action settlement. The company also disclosed that it will phase out manufacturing at its East Greenwich, Rhode Island facility and its assembly and test operations in the Czech Republic by the end of 2004. Texas Pacific Group affiliates held over 51% of the voting power as of March 1, 2004, giving that principal stockholder control over director elections and other matters submitted to stockholders.
Mar 10, 2004
2002
On Semiconductor Annual Report, Year Ended Dec 31, 2002
ON Semiconductor Corporation, filing under the name ON Semiconductor Corporation, reported a 2002 net loss of $141.9 million on total revenues of $1,084.5 million, down 10.7% from $1,214.6 million in 2001. Gross margin improved to 26.3% of revenue from 17.7% in 2001, driven by restructuring savings and lower excess-inventory provisions. Operating income was $14.7 million in 2002 versus an operating loss of $245.0 million in 2001, and the company reported a stockholders' deficit of $662.1 million at December 31, 2002. Restructuring and other charges fell to $27.7 million from $150.4 million, and management cites $365.0 million of annualized savings from completed 2000-plan actions, with further savings of $80.0 million expected in 2003. The balance sheet is heavily leveraged. Total long-term debt including current maturities was $1,403.2 million, interest expense was $145.2 million, and cash was $182.4 million. In March 2003 the company issued $200.0 million of 12% first-lien senior secured notes due 2010 at 95.467% of par, and it expects net interest expense of approximately $150 million in 2003. Operating cash flow was $30.6 million in 2002, and management expects capital expenditures of roughly $50-$60 million in 2003. The company was in compliance with its debt covenants at year-end and expects to remain so through 2003. The filing also highlights risks investors should weigh. Management guides to a 4% to 5% increase in 2003 revenue and expects gross margins to exceed 30% per quarter by year-end, but also anticipates a 200 to 300 basis point gross margin decline in the first quarter of 2003 from pricing pressure. The common stock moved to the Nasdaq SmallCap Market in October 2002, and Texas Pacific Group affiliates hold over 76% of the voting power. Securities class action litigation related to the 2000 IPO remains pending, although the court dismissed the antifraud claims in February 2003.
Mar 25, 2003
2000-A
On Semiconductor Annual Report (Amendment), Year Ended Dec 31, 2000
This filing is Amendment No. 1 to ON Semiconductor Corporation's Form 10-K for the fiscal year ended December 31, 2000, filed April 2, 2001 and dated April 3, 2001 on EDGAR. It amends the original Form 10-K filed March 30, 2001, and its text consists of the cover page, signature page, and exhibit index. The stated purpose of the amendment is cut off in the filing text, so the specific reason for the amendment cannot be confirmed from this document. The cover page reports 172,782,789 shares of common stock outstanding as of February 28, 2001, and an aggregate market value of voting stock held by non-affiliates of $214,575,570 as of the same date. The company's principal executive offices are at 5005 E. McDowell Road, Phoenix, Arizona. Financial statements and business discussion are incorporated by reference from the 2000 Annual Report to Stockholders, which the filing lists as Exhibit 13 and states was filed with the original Form 10-K on March 30, 2001. The exhibit index lists agreements tied to the company's 1999 formation from Motorola's semiconductor components business, including the reorganization agreement, the recapitalization and merger agreement, the 12% Senior Subordinated Notes indenture due 2009, and the amended credit agreement dated April 3, 2000. It also lists the company's compensation and stock incentive plans and employment agreements with executives. Steven P. Hanson signed as President and Chief Executive Officer, and Dario Sacomani signed as Senior Vice President and Chief Financial Officer.
Apr 3, 2001
2000
On Semiconductor Annual Report, Year Ended Dec 31, 2000
ON Semiconductor Corporation's 10-K for fiscal 2000 describes the company as a global supplier of high-performance broadband and power management integrated circuits and standard semiconductors, with three product lines: broadband and advanced logic ($312 million in approximate 2000 net product revenues), power management and standard analog ($533 million), and standard semiconductors ($1,167 million). Total revenues for 2000 were $2,073.9 million, up from $1,785.1 million on a pro forma 1999 basis, with net income of $71.1 million, or $0.38 diluted earnings per share, after a $17.5 million extraordinary loss on debt prepayment and a $26.9 million write-off of acquired in-process R&D tied to the April 2000 Cherry Semiconductor acquisition for $253.2 million. The company was recapitalized by Texas Pacific Group and Motorola on August 4, 1999, and completed its IPO on May 3, 2000, selling 34.5 million shares at $16 per share for net proceeds of approximately $514.8 million. Those proceeds were used to redeem preferred stock, repay part of the senior subordinated notes and prepay senior bank loans. Long-term debt including current maturities was $1,258.3 million at December 31, 2000, and stockholders' equity was $337.7 million. Management stated that first-quarter 2001 net product revenues are projected to be down approximately 30% from fourth-quarter 2000, with an expected loss of about $0.13 to $0.15 per share excluding restructuring charges and amortization, and that a restructuring charge of $30 to $40 million (before taxes, mainly cash severance) is expected. For investors, the key tensions are the sharp expected sequential revenue decline and a heavy debt load with principal repayments on senior bank facilities beginning in the third quarter of 2001, weighed against cost-reduction actions, a 2000 gross margin of 34.7% of total revenues, and a stated focus on power management and broadband products.
Mar 30, 2001