ON · On Semiconductor

556 filings

ON SEC Filings

On Semiconductor - 556 total filings

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

Showing 1–50 of 556 filings

On Semiconductor 8-K Report, Material Agreement (Nov 2, 2026)

On November 2, 2026, onsemi (Nasdaq: ON) disclosed that its wholly-owned subsidiary, Semiconductor Components Industries, LLC, entered into an Agreement and Plan of Merger to acquire Ferric, Inc., a developer of integrated voltage regulator (IVR) technology. Under the merger agreement, eligible Ferric securityholders will receive an aggregate $600.0 million in cash at closing, subject to customary purchase price adjustments for Ferric's cash, indebtedness, transaction costs and working capital. They may also receive up to an aggregate $175.0 million in cash payable upon achievement of specified revenue milestones. The merger is subject to customary closing conditions, including expiration or early termination of the Hart-Scott-Rodino waiting period, and onsemi expects it to close in the fourth quarter of 2026. The press release furnished with the filing states that the transaction will be funded with cash on hand, that approximately 50 Ferric employees are expected to join onsemi, and that onsemi expects no meaningful near-term financial impact. onsemi also raised its 2030 AI data center revenue target by $500 million to greater than $3 billion, and expects the acquisition to be accretive to its long-term revenue growth, gross margin and EPS targets at scale. The strategic rationale centers on power delivery for AI processors. The press release says IVRs integrate the power controller, FETs, inductors and capacitors into a single compact package, reducing board area by 50-70% compared with conventional discrete voltage regulator solutions. Ferric reports more than a decade of engineering expertise and more than 40 patents. Investors should note the forward-looking nature of the revenue target and synergy claims, which depend on successful closing and integration.

Nov 2, 2026 8-K

On Semiconductor 8-K Report, Financial Results (Nov 2, 2026)

onsemi (Nasdaq: ON) reported third quarter 2026 results for the quarter ended October 2, 2026, furnished under Item 2.02 via Exhibit 99.1. Revenue was $1,722.3 million, up 11% year-over-year and 7% sequentially from $1,603.5 million. GAAP gross margin was 41.4% and non-GAAP gross margin was 41.2%. GAAP operating margin was 22.0% versus 23.2% non-GAAP. GAAP diluted EPS was $0.79 and non-GAAP diluted EPS was $0.90, compared with $0.63 in the year-ago quarter. Management said earnings per share grew more than 40% year-over-year on 11% revenue growth, and that gross margin expanded for the fifth consecutive quarter. Cash from operations was $516.4 million and free cash flow was $488.6 million. Cash and cash equivalents rose to $4,157.7 million at quarter end from $3,514.5 million at July 3, 2026. The company highlighted AI data center revenue growth of 39% sequentially and 175% year-over-year. Business developments included an agreement to acquire Ferric, which raised the AI data center 2030 revenue target by $500 million to greater than $3 billion. The filing also describes revised terms for the planned Synaptics acquisition, now about $5.7 billion in cash versus $7 billion in stock under the prior agreement. Fourth quarter 2026 guidance calls for revenue of $1,715 to $1,815 million, GAAP diluted EPS of $0.88 to $1.00, and non-GAAP diluted EPS of $0.95 to $1.07. For investors, the quarter shows strong operating leverage, with operating income of $378.3 million on a GAAP basis and total debt rising to about $4.46 billion on the balance sheet after the new debt issuance in the prior quarter. Restructuring, asset impairments and other charges fell to $4.6 million in the quarter from $41.2 million in the prior quarter. The results and guidance are presented as unaudited, and the filing points investors to the risk factors in the 2025 Form 10-K.

Nov 2, 2026 10-Q

On Semiconductor Quarterly Report for Q3 Ended Oct 2, 2026

onsemi reported third-quarter 2026 revenue of $1,722.3 million, up from $1,550.9 million a year earlier, an increase of $171.4 million or approximately 11%, driven by industrial, AI data center and other end-markets. Gross margin rose to 41.4% from 37.9%, and operating income increased to $378.3 million from $264.4 million. Net income attributable to ON Semiconductor Corporation was $313.9 million, or $0.79 per diluted share, compared with $0.63 per diluted share a year earlier. For the nine months, revenue was $4,839.1 million and net income attributable to the company was $507.3 million, compared with a net loss of $60.8 million in the prior-year period, which included $608.1 million of restructuring, asset impairments and other charges. The company's most significant development is its amended agreement to acquire Synaptics Incorporated for $123.00 per share in cash, with a targeted close in mid-2027. The company has commitments for up to $2,450.0 million of senior secured term loans to help fund the merger consideration. The filing discloses a $235.0 million termination fee payable by Synaptics in certain circumstances and a $320.0 million regulatory termination fee payable by onsemi in certain circumstances. The FTC granted early termination of the HSR waiting period on August 12, 2026. General and administrative expenses rose to $107.8 million, primarily reflecting third-party acquisition costs for the proposed Synaptics transaction. Balance sheet activity was significant during the period. The company issued $1.5 billion of 0% Convertible Senior Notes due 2031 in May 2026, and cash and cash equivalents rose to $4,157.7 million at October 2, 2026. Gross long-term debt totaled $4,504.7 million, and the $804.7 million of 0% Notes due 2027 are classified as current, with holders able to convert during the fourth quarter of 2026 because the stock price condition was met. The company repurchased $703.2 million of common stock in the nine months and had approximately $5.3 billion remaining under its $6.0 billion repurchase program. Operating cash flow was $1,215.2 million for the nine months, compared with $1,205.3 million a year earlier.

Nov 2, 2026 8-K

On Semiconductor 8-K Report, Material Agreement (Oct 1, 2026)

On October 1, 2026, onsemi (ON) and Synaptics Incorporated (SYNA) entered into an Amended and Restated Agreement and Plan of Merger, amending the June 25, 2026 agreement for onsemi to acquire Synaptics. The revised deal sets the merger consideration at $123 per share in cash, for an aggregate value of approximately $5.7 billion, compared with approximately $7 billion under the prior agreement. The filing states the transaction is expected to be immediately accretive to onsemi's non-GAAP earnings per share upon closing. The amendment followed an unsolicited competing proposal from a third party, referred to as "Party A" in onsemi's Form S-4 filed August 21, 2026. Both boards unanimously approved the amended agreement. The revised structure removes several closing conditions, including the effectiveness of the Registration Statement, Nasdaq listing approval of onsemi shares, the absence of a continuing material adverse effect on onsemi, and closing tax opinions. The merger will no longer be structured as a reorganization under Section 368 of the Internal Revenue Code, and onsemi intends to withdraw the Registration Statement. Financing is provided by a commitment letter with Morgan Stanley Senior Funding, Inc. for up to $2.45 billion of senior secured term loans, and receipt of financing is not a condition to closing. Synaptics stockholders retain appraisal rights under Delaware law, and the deal remains subject to a Synaptics stockholder vote. The press release states the transaction is still expected to close by mid-2027, subject to Synaptics stockholder approval, required regulatory approvals and other customary conditions. It notes that the FTC has approved the transaction and regulators in other jurisdictions are reviewing it. The company also cites identified incremental value opportunities beyond the previously announced $200 million of annual run-rate synergies, which are expected to be realized after the initial 18 months post-close.

Oct 1, 2026 8-K

On Semiconductor 8-K Report, Corporate Update (Aug 13, 2026)

On August 13, 2026, ON Semiconductor Corporation ("onsemi") disclosed under Item 8.01 (Other Events) an update on its previously announced proposed merger with Synaptics Incorporated. Under the Agreement and Plan of Reorganization dated June 25, 2026, Sonic Acquisition Corp., a wholly owned onsemi subsidiary, will merge with and into Synaptics, with Synaptics surviving as a wholly owned subsidiary of onsemi. The key regulatory milestone is that the parties filed their HSR Act notifications on July 17, 2026, and on August 12, 2026, the Federal Trade Commission granted early termination of the HSR waiting period with respect to the Merger. Closing remains subject to the satisfaction or waiver of other conditions, including approval by Synaptics stockholders and certain other regulatory approvals or clearances. The parties continue to expect the Merger to close in mid-2027. The filing is largely procedural. It contains no financial results, deal consideration, or synergy figures. Its forward-looking statements flag risks including failure to obtain regulatory or stockholder approvals, litigation, integration challenges, and uncertainty as to the long-term value of onsemi's common stock. Investors will receive further detail in the Form S-4 registration statement and proxy statement/prospectus, which onsemi plans to file.

Aug 13, 2026 8-K

On Semiconductor 8-K Report, Financial Results (Aug 3, 2026)

onsemi (Nasdaq: ON) reported second quarter 2026 results for the quarter ended July 3, 2026, in a news release furnished as Exhibit 99.1 to this Form 8-K. Revenue was $1,603.5 million, up from $1,513.3 million in the first quarter of 2026 and $1,468.7 million in the second quarter of 2025. GAAP diluted earnings per share were $0.56 (versus $(0.08) in Q1 2026 and $0.41 in Q2 2025), and non-GAAP diluted EPS was $0.74. GAAP operating margin was 16.1% and non-GAAP operating margin was 20.8%. Free cash flow was $425.4 million, compared with $217.2 million in the prior quarter and $106.1 million a year earlier. The company repurchased $332 million of shares in the quarter, and the release states that year-to-date shareholder returns were approximately 105% of free cash flow. By segment, Power Solutions Group (PSG) revenue rose to $829.0 million, Analog & Mixed-Signal Group (AMG) revenue was $545.7 million, and Intelligent Sensing Group (ISG) revenue was $228.8 million. Management stated that AI data center revenue is the fastest-growing business and now expects revenue to more than double in 2026. The company also announced a planned acquisition of Synaptics. For the third quarter of 2026, onsemi guided GAAP revenue of $1,650 to $1,750 million, GAAP gross margin of 39.9% to 41.9%, and GAAP diluted EPS of $0.79 to $0.91, with non-GAAP diluted EPS guidance of $0.81 to $0.93. The company also reported a $1,473.7 million debt issuance and borrowings during the quarter, with long-term debt rising to $3,657.3 million at July 3, 2026, and cash and cash equivalents of $3,514.5 million.

Aug 3, 2026 10-Q

On Semiconductor Quarterly Report for Q3 Ended Jul 3, 2026

ON Semiconductor Corporation (onsemi) reported second-quarter 2026 revenue of $1,603.5 million, up from $1,468.7 million a year earlier, an increase the filing attributes to increased demand across all end-markets. Gross margin rose to 38.4% from 37.6%, and net income attributable to the company was $226.8 million, or $0.56 per diluted share, compared with $170.3 million in the prior-year quarter. For the six months, revenue was $3,116.8 million and operating income was $205.2 million, compared with an operating loss of $380.3 million in the prior-year period, which included large inventory and restructuring charges. Restructuring, asset impairments and other charges remained significant at $370.5 million for the six months under the 2026 Manufacturing Realignment Program. Balance sheet and capital allocation changed meaningfully. The company issued $1.5 billion of 0% Convertible Senior Notes due 2031 in May 2026, used $331.9 million of proceeds to repurchase 3.1 million shares, and reported cash, cash equivalents and short-term investments of approximately $3.9 billion. Operating cash flow was $698.8 million for the six months, down from $786.6 million, which the filing attributes mainly to unfavorable working capital changes. Total long-term debt, including current maturities, was $4,459.4 million. The pending all-stock acquisition of Synaptics Incorporated is the most significant event in the filing. Synaptics stockholders would receive 1.350 onsemi shares per Synaptics share and own approximately 12% of the combined company, with closing expected in mid-2027. The HSR waiting period is scheduled to expire on August 17, 2026, unless extended or terminated earlier. Termination fees of $235.0 million and $320.0 million are specified in the merger agreement.

Aug 3, 2026 8-K

On Semiconductor 8-K Report, Material Agreement (Jun 25, 2026)

On June 25, 2026, ON Semiconductor Corporation (onsemi) entered into an Agreement and Plan of Reorganization with its wholly owned subsidiary Sonic Acquisition Corp. and Synaptics Incorporated. Under the agreement, Merger Sub will merge into Synaptics, which will survive as a wholly owned subsidiary of onsemi. Each Synaptics share will convert into the right to receive 1.350 shares of onsemi common stock, and Synaptics stockholders are expected to own approximately 12% of the combined company on a pro forma basis. The press release describes the deal as an all-stock transaction with a total enterprise value of approximately $7 billion and a premium of approximately 19% to the volume weighted average closing prices of both companies over the last 10 trading days. The companies expect the transaction to close in mid-2027, subject to Synaptics stockholder approval, antitrust and foreign investment approvals, Nasdaq listing approval, an effective Form S-4 registration statement and other customary conditions. The agreement includes a termination fee of $235,000,000 payable by Synaptics in specified circumstances, including to accept a Superior Proposal, and a regulatory termination fee of $320,000,000 payable by onsemi in specified circumstances, including failure to obtain certain required regulatory approvals by the End Date. The End Date is June 25, 2027, extendable in up to three three-month periods under certain circumstances. The Synaptics board may change its recommendation in response to a Superior Proposal or an Intervening Event, subject to customary match rights. At closing, one independent Synaptics director will join the onsemi board. The press release states the companies expect the transaction to be accretive to non-GAAP EPS within 18 months of closing, with an expected $200 million in annual synergies. It also says the combination would increase onsemi's total addressable market by $30 billion to $243 billion by 2030. onsemi is reiterating its fiscal second quarter 2026 outlook from May 4, 2026, and Synaptics is reiterating its fiscal fourth quarter 2026 outlook from May 7, 2026. onsemi plans a conference call at 5:00 p.m. EDT on June 25, 2026.

Jun 25, 2026 8-K

On Semiconductor 8-K Report, Executive Changes (May 18, 2026)

onsemi held its 2026 Annual Meeting of Stockholders on May 14, 2026, where all seven director nominees were elected to one-year terms expiring at the 2027 annual meeting. Each nominee received substantially more votes for than against. Stockholders also approved the advisory resolution on named executive officer compensation, ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026, and approved a stockholder proposal regarding simple majority voting. The filing also discloses a change in executive transition timing. Simon Keeton, former Group President, Power Solutions Group, stepped down from all officer positions effective March 9, 2026. On May 14, 2026, onsemi and Mr. Keeton agreed to extend his last day of full employment from June 30, 2026 to September 30, 2026, to support an orderly transition to his successor. The filing reports voting outcomes and an executive employment date change but does not include financial results, guidance, or other operating metrics. The proposals are described in more detail in the company's definitive proxy statement filed April 2, 2026.

May 18, 2026 8-K

On Semiconductor 8-K Report, Material Agreement (May 12, 2026)

On May 11, 2026, ON Semiconductor Corporation completed a private unregistered offering of $1.5 billion aggregate principal amount of 0% Convertible Senior Notes due 2031, including the full exercise of the initial purchasers' $200 million option. The notes mature May 1, 2031, bear no regular interest, and are guaranteed by the company's U.S. subsidiaries that are borrowers or guarantors under its June 22, 2023 Credit Agreement. The company received net proceeds of approximately $1,472.9 million. It used about $331.9 million of those proceeds to repurchase approximately 3.1 million shares of common stock concurrently with pricing, and expects to use about $70.7 million (net of warrant proceeds) for the cost of the convertible note hedges, with the remainder for general corporate purposes, including repayment of outstanding indebtedness. The initial conversion rate is 6.1997 shares per $1,000 principal amount, equivalent to an initial conversion price of approximately $161.30 per share, with a maximum of 14,181,600 shares issuable on conversion. The company may pay cash up to principal on conversion and settle the excess in cash, shares, or a combination at its election. The company may redeem the notes for cash on or after May 7, 2029, if the stock trades at or above 130% of the conversion price for specified periods. Holders may require repurchase at par upon a fundamental change. In connection with pricing, the company entered into convertible note hedge transactions and sold warrants to counterparties. The warrants have an initial strike price of $211.54 per share, a premium of 100.0% over the $105.77 closing price on May 6, 2026, with a maximum of 18,599,106 shares issuable. The warrants could be dilutive to earnings per share if the market value exceeds the strike price, and the company would owe shares to the counterparties at maturity based on that excess.

May 12, 2026 8-K

On Semiconductor 8-K Report, Corporate Update (May 7, 2026)

On May 6, 2026, ON Semiconductor Corporation (Nasdaq: ON), which describes itself in the press release as onsemi, priced a private offering of $1.3 billion aggregate principal amount of 0% Convertible Senior Notes due 2031. The notes are senior unsecured obligations guaranteed by certain subsidiaries, carry no regular interest, and mature on May 1, 2031 unless earlier repurchased, redeemed or converted. The initial purchasers have a 13-day option to buy up to an additional $200.0 million of notes. The offering is expected to close on May 11, 2026, and is being sold only to qualified institutional buyers under Rule 144A. The company expects net proceeds of approximately $1,276.4 million ($1,472.9 million if the option is exercised in full). It plans to use about $61.2 million to pay for convertible note hedge transactions, net of proceeds from the warrant transactions, and about $331.9 million to repurchase approximately 3.1 million shares of its common stock concurrently with pricing. The remainder is intended for general corporate purposes, including repayment of outstanding indebtedness. The initial conversion rate is 6.1997 shares per $1,000 principal amount, equal to a conversion price of about $161.30, a premium of approximately 52.5% over the $105.77 closing price on May 6, 2026. For investors, the key considerations are potential dilution and hedging activity. The company has entered convertible note hedges intended to reduce dilution and offset cash payments above principal, but warrant transactions with a strike of $211.54 per share could dilute shareholders if the stock price exceeds that level. Conversions will be settled in cash up to principal, with the company electing cash, shares or a combination for any excess. The company may redeem the notes for cash on or after May 7, 2029 if its stock trades at least 130% of the conversion price for specified trading-day periods. Holders may require repurchase at par upon a fundamental change. The filing references risk factors in the 2025 Form 10-K filed February 9, 2026.

May 7, 2026 8-K

On Semiconductor 8-K Report, Corporate Update (May 6, 2026)

ON Semiconductor Corporation (Nasdaq: ON), which describes itself in the release as onsemi, announced on May 6, 2026 that it intends to offer, subject to market and other conditions, $1.3 billion aggregate principal amount of Convertible Senior Notes due 2031 in a private offering to qualified institutional buyers under Rule 144A. The initial purchasers may also buy up to an additional $200.0 million of notes within a 13-day period after the notes are first issued. The notes will be senior unsecured obligations guaranteed by certain subsidiaries, pay interest semiannually, and mature on May 1, 2031 unless earlier repurchased, redeemed or converted. The company expects to use the net proceeds to pay the cost of convertible note hedge transactions (partially offset by proceeds from warrant transactions), to repurchase up to $400.0 million of its common stock concurrently with pricing in privately negotiated transactions, and for general corporate purposes, including repaying outstanding indebtedness. Upon conversion, onsemi will pay cash up to the principal amount and may settle the excess in cash, shares, or a combination, at its election. The initial conversion rate and other terms are yet to be determined through negotiations with the initial purchasers. Investors should note the filing flags several dilution and market-price considerations: the concurrent share repurchases could affect the stock price and result in a higher effective conversion price, the warrant transactions could be dilutive above the warrant strike price, and hedge counterparty activity could influence the stock or note prices, particularly during any conversion observation period. The notes and underlying shares have not been registered under the Securities Act.

May 6, 2026 8-K

On Semiconductor 8-K Report, Financial Results (May 4, 2026)

onsemi (Nasdaq: ON) filed an 8-K on May 4, 2026, furnishing a news release (Exhibit 99.1) announcing financial results for the first quarter ended April 3, 2026. Revenue was $1,513.3 million, up from $1,445.7 million a year earlier and down from $1,530.1 million in the fourth quarter of 2025. GAAP results were weak: GAAP operating margin was (3.5)%, and GAAP diluted loss per share was ($0.08), driven by $329.3 million in restructuring, asset impairments and other charges. On a non-GAAP basis, gross margin was 38.5%, operating margin was 19.1%, and diluted EPS was $0.64. Management said operating income rose 10% year over year, outpacing revenue growth by 2x, and described the company as having moved beyond the cyclical trough. Segment results showed Power Solutions Group (PSG) revenue of $736.6 million, up 14% year over year. Analog & Mixed-Signal Group (AMG) revenue was $540.4 million, down 5% year over year, and Intelligent Sensing Group (ISG) revenue was $236.3 million, up 1% year over year. Management said AI data center revenue more than doubled year over year and grew more than 30% sequentially. Free cash flow was $217.2 million, and share repurchases totaled $346 million, or approximately 160% of free cash flow as stated in the release. For the second quarter of 2026, onsemi guided to revenue of $1,535 million to $1,635 million, a non-GAAP gross margin of 38.0% to 40.0%, and non-GAAP diluted EPS of $0.65 to $0.77. GAAP diluted EPS guidance is $0.60 to $0.72. The company also said it will hold a conference call at 5 p.m. ET on May 4, 2026.

May 4, 2026 10-Q

On Semiconductor Quarterly Report for Q2 Ended Apr 3, 2026

ON Semiconductor Corporation (onsemi) reported revenue of $1,513.3 million for the quarter ended April 3, 2026, up $67.6 million, or approximately 5%, from $1,445.7 million a year earlier, with growth in automotive and industrial end-markets. Gross profit rose to $583.1 million, a 38.5% gross margin versus 20.3% in the prior-year quarter, mainly because the prior year absorbed $237.7 million of excess and obsolete inventory charges and a $43.9 million consumables write-off that did not recur. The company still reported a net loss attributable to ON Semiconductor of $33.4 million, or $(0.08) per share, compared with a loss of $486.1 million, or $(1.15) per share, a year earlier. Operating results remained affected by $329.3 million of restructuring, asset impairment and other charges under the 2026 Manufacturing Realignment Program, including $147.0 million of impairments on manufacturing equipment held for sale and $162.1 million of other charges, mainly accelerated depreciation and ROU asset amortization. Cash generation weakened. Operating cash flow was $239.1 million versus $602.3 million, which the company attributed to unfavorable working capital timing. Cash, cash equivalents and short-term investments totaled approximately $2.4 billion at quarter end, and the Revolving Credit Facility had approximately $1.5 billion available. The company repurchased 5.7 million shares for $348.6 million in total under its New Share Repurchase Program, leaving approximately $5.7 billion authorized through December 31, 2028. Gross debt was unchanged at $3,004.9 million, including $804.9 million of 0% Notes maturing May 1, 2027. Management expects capital expenditures of approximately 5% of revenue for 2026, compared with approximately 1% of revenue in the quarter. The company reported remaining performance obligations of approximately $6.5 billion under Long-term Supply Agreements, with approximately 35% expected to be recognized as revenue over the next 12 months. A securities class action concerning the SiC business remains pending, and the company says it will vigorously defend itself.

May 4, 2026 8-K

On Semiconductor 8-K Report, Executive Changes (Mar 11, 2026)

ON Semiconductor Corporation (ON), in this Current Report on Form 8-K filed March 11, 2026, discloses under Item 5.02 that Simon Keeton, Group President, Power Solutions Group, will resign from all employment positions at onsemi effective June 30, 2026. The agreement was reached on March 9, 2026. Mr. Keeton steps down from all officer positions immediately but has agreed to remain with the company through June 30, 2026 to support an orderly transition to a new head of the Power Solutions Group. The filing is a leadership-transition notice rather than a financial disclosure. It contains no financial results, guidance, or dollar figures. For investors, the key facts are the timing of the departure, the transition period, and the fact that the Power Solutions Group will need a new leader. The filing does not name a successor or describe the reasons for the resignation. Mr. Keeton joined onsemi in July 2007 and has served as Group President of the Power Solutions Group since February 2024. The staggered timing, with an immediate step-down from officer roles and continued employment through June 30, 2026, suggests the company is planning a managed handover rather than an abrupt exit.

Mar 11, 2026 8-K

On Semiconductor 8-K Report, Financial Results (Feb 9, 2026)

onsemi (Nasdaq: ON) reported fourth-quarter and full-year 2025 results on February 9, 2026. Fourth-quarter revenue was $1,530.1 million, down from $1,550.9 million in Q3 2025 and $1,722.5 million in Q4 2024. GAAP gross margin was 36.0% and non-GAAP gross margin was 38.2%. GAAP diluted EPS was $0.45 and non-GAAP diluted EPS was $0.64. For the full year 2025, revenue was $5,995.4 million, down from $7,082.3 million in 2024, and GAAP net income attributable to the company was $121.0 million, compared with $1,572.8 million in 2024. Full-year restructuring, asset impairments and other charges were $666.9 million, a major driver of the sharp GAAP decline. Cash generation remained solid. Full-year 2025 cash from operations was $1,759.8 million and free cash flow was $1,418.6 million, which the company described as a record free cash flow margin of 24%. Management stated that it returned 100% of 2025 free cash flow to shareholders through share repurchases, which totaled $1,377.6 million for the year. The company also announced a new share repurchase program of up to $6 billion over three years. Total debt declined in the quarter, with long-term debt falling to $2,980.5 million from $3,353.1 million at the end of Q3, after a $375.0 million debt repayment. For the first quarter of 2026, the company guided to revenue of $1,435 million to $1,535 million, a non-GAAP gross margin of 37.5% to 39.5%, and non-GAAP diluted EPS of $0.56 to $0.66. Management said it saw increasing signs of stabilization in its key markets and expects its cost actions to create greater operating leverage.

Feb 9, 2026 10-K

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 8-K

On Semiconductor 8-K Report, Material Impairment (Nov 17, 2025)

ON Semiconductor Corporation (onsemi) filed this Form 8-K under Item 2.06 (Material Impairments) on November 17, 2025. The Company states that on November 13, 2025, management approved the recognition of additional pre-tax non-cash impairment and accelerated depreciation charges of between $200 million and $300 million. The charges relate to long-lived assets tied to investments in manufacturing assets at certain onsemi manufacturing facilities, and they follow the restructuring and cost reduction initiatives announced in the first quarter of 2025 to realign manufacturing capacity and capabilities with anticipated long-term needs. Management estimates that these charges will reduce recurring depreciation expense by between $10 million and $15 million in 2026. The Company does not expect the charges, most of which will be incurred through the first two quarters of 2026, to result in material future cash expenditures. The charges are measured as the difference between the carrying values of the assets and their estimated fair values, less anticipated costs to sell. The filing cautions that the timing of disposition, fair values, disposal costs, impairment amounts and depreciation effects may differ from current expectations, and that such differences may be material. Investors should weigh these estimates against the risks described in the Company's 2024 Form 10-K and other SEC reports.

Nov 17, 2025 8-K

On Semiconductor 8-K Report, Executive Changes (Nov 5, 2025)

ON Semiconductor Corporation disclosed in this Form 8-K, filed November 5, 2025, a board leadership transition. Alan Campbell, who currently serves as chair of the Board, gave notice on November 4, 2025 of his intent to retire from the Board and its committees, effective at the end of his current term, which expires immediately prior to the 2026 annual meeting of stockholders. That meeting is currently scheduled for May 14, 2026. Mr. Campbell told the Company his decision was not the result of any disagreement with the Company on matters relating to its operations, policies or practices. Mr. Campbell will continue as chair until his retirement. To ensure continuity of Board leadership through and after the 2026 Annual Meeting, the Board has appointed Thomas L. Deitrich to succeed him as chair, assuming Mr. Deitrich's renomination and reelection. The Company and the Board thanked Mr. Campbell for his years of service and board leadership. The filing is limited to this governance change under Item 5.02 and contains no financial results, guidance or operational updates. For investors, the key takeaways are the orderly, planned nature of the transition and the dependence of Mr. Deitrich's chair appointment on his renomination and reelection at the 2026 annual meeting.

Nov 5, 2025 10-Q

On Semiconductor Quarterly Report for Q3 Ended Oct 3, 2025

onsemi (ON Semiconductor Corporation) reported a difficult third quarter of 2025, with revenue of $1,550.9 million, down $211.0 million, or approximately 12%, from $1,761.9 million a year earlier. Gross profit fell $212.2 million to $587.2 million, and the gross margin was 37.9% versus 45.4%. Net income attributable to the company was $255.0 million, or $0.63 per diluted share, compared with $401.7 million, or $0.93, in the prior-year quarter. The filing attributes the declines to lower demand in the automotive and industrial end-markets, with the Power Solutions Group (PSG) and Intelligent Sensing Group (ISG) most affected. For the nine months ended October 3, 2025, revenue was $4,465.3 million, down approximately 17% from $5,359.8 million, and the company reported a net loss attributable to ON Semiconductor Corporation of $(60.8) million. Results were weighed down by $608.1 million of restructuring, asset impairments and other charges, including $487.9 million of non-cash asset impairments and $235.8 million of excess and obsolete inventory charges, tied to the 2025 Manufacturing Realignment Program. That program involves reducing the global workforce by approximately 2,400 employees, with total expected severance of about $67 million. On the balance sheet, cash and cash equivalents were $2,472.5 million, and cash and short-term investments totaled approximately $2.9 billion. Gross long-term debt was $3,379.9 million, with approximately $1.1 billion available under the revolving credit facility. The company repurchased $933.8 million of stock in the nine months, including $328.2 million in the quarter, leaving approximately $861.0 million authorized under the program. Operating cash flow was $1,205.3 million for the nine months. Subsequent to quarter-end, the company repurchased 3.0 million shares for $150.0 million and completed the Vcore power technology rights acquisition, with total consideration of up to $144.0 million.

Nov 3, 2025 8-K

On Semiconductor 8-K Report, Financial Results (Nov 3, 2025)

onsemi (Nasdaq: ON), filed as ON Semiconductor Corporation, reported third quarter 2025 results for the quarter ended October 3, 2025, in a news release furnished under Item 2.02 of this Form 8-K. Revenue was $1,550.9 million, up from $1,468.7 million in the second quarter of 2025 but down from $1,761.9 million in the third quarter of 2024. GAAP gross margin was 37.9% and GAAP operating margin was 17.0%, compared with 37.6% and 13.2% in the prior quarter. GAAP diluted earnings per share were $0.63, versus $0.41 in the second quarter of 2025 and $0.93 in the third quarter of 2024. CEO Hassane El-Khoury said results exceeded expectations and cited continued signs of stabilization in core markets and positive growth in AI. Cash flow was strong in the quarter. Net cash provided by operating activities was $418.7 million and free cash flow was $372.4 million, which the company said grew 22% year-over-year to 24% of revenue. Year-to-date share repurchases totaled $925 million, approximately 100% of free cash flow. Cash and cash equivalents were $2,472.5 million at October 3, 2025, against long-term debt of $3,353.1 million. For the nine months ended October 3, 2025, the company reported a GAAP net loss attributable to ON Semiconductor Corporation of $60.8 million, driven by $608.1 million of restructuring, asset impairments and other charges. For the fourth quarter of 2025, onsemi guided to revenue of $1,480 million to $1,580 million, a GAAP gross margin of 36.9% to 38.9%, and GAAP diluted EPS of $0.56 to $0.66 on about 405 million diluted shares. The company also disclosed a non-GAAP effective tax rate of 16% through 2025, moving to 15% beginning in 2026.

Nov 3, 2025 8-K

On Semiconductor 8-K Report, Material Agreement (Sep 23, 2025)

On September 23, 2025, onsemi's subsidiary Semiconductor Components Industries, LLC (SCI LLC) entered into a Master Framework Agreement with Ningbo Aura Semiconductor Co., Ltd. and four related Aura Entities to purchase certain assets and obtain an intellectual property license for Vcore power management components and systems. Total consideration is a maximum of $144 million, subject to customary purchase price adjustments. Of this, $72 million is tied to delivery and acceptance of specified products, and the remaining $72 million is contingent on achieving certain revenue milestones. The amount paid at closing depends on the number of products delivered and accepted at closing. The agreement includes a Support Services Agreement under which certain Aura Entities will provide services to facilitate the license and orderly asset transfer. Both SCI LLC and the Aura Entities are subject to restrictive covenants through December 31, 2030, and the agreement may be terminated under certain circumstances. The Aura Entities' obligations are jointly and severally guaranteed by certain individuals and affiliates. Completion is subject to customary closing conditions. In its press release, onsemi stated the transaction is intended to strengthen its AI data center power portfolio, addressing the power tree from grid to core. The company expects minimal impact to GAAP and non-GAAP earnings per share in the first fiscal year following close and accretion thereafter, with closing expected in the fourth quarter of 2025.

Sep 23, 2025 8-K

On Semiconductor 8-K Report, Financial Results (Aug 4, 2025)

onsemi (Nasdaq: ON), filing under the name ON Semiconductor Corporation, furnished this Form 8-K under Item 2.02 to publish its second quarter 2025 results for the quarter ended July 4, 2025, via a news release attached as Exhibit 99.1. Revenue was $1,468.7 million, compared with $1,445.7 million in the first quarter of 2025 and $1,735.2 million in the second quarter of 2024. GAAP gross margin was 37.6% and non-GAAP gross margin was also 37.6%. GAAP operating margin was 13.2% and non-GAAP operating margin was 17.3%. GAAP diluted EPS was $0.41 and non-GAAP diluted EPS was $0.53, compared with GAAP diluted loss per share of $1.15 in the first quarter, which reflected restructuring, asset impairment and related charges. Cash flow was $184.3 million from operations and free cash flow was $106.1 million in the quarter. Management stated that the company returned over 100% of year-to-date free cash flow through share repurchases, and repurchases of common stock were $302.3 million in the quarter and $602.4 million for the six months. Cash and cash equivalents were $2,526.7 million at July 4, 2025, and long-term debt was $3,350.7 million. CEO Hassane El-Khoury said the company is beginning to see signs of stabilization across its end markets. For the third quarter of 2025, onsemi guided to revenue of $1,465 million to $1,565 million, GAAP gross margin of 36.4% to 38.4%, and GAAP diluted EPS of $0.51 to $0.61, or $0.54 to $0.64 on a non-GAAP basis, on 410 million diluted shares. The filing states that the information is furnished and not deemed filed under Section 18 of the Exchange Act.

Aug 4, 2025 10-Q

On Semiconductor Quarterly Report for Q3 Ended Jul 4, 2025

ON Semiconductor Corporation (onsemi) reported a sharply weaker second quarter 2025, with revenue of $1,468.7 million for the quarter ended July 4, 2025, down from $1,735.2 million a year earlier, and a decline of $266.5 million, or approximately 15%. Gross profit fell to $551.9 million from $784.0 million, and operating income dropped to $193.4 million from $388.5 million. Net income attributable to ON Semiconductor Corporation was $170.3 million, or $0.41 per diluted share, compared with $338.2 million, or $0.78 per diluted share, in the prior-year quarter. Revenue declines were attributed to continued lower demand in the automotive and industrial end-markets across all three segments: PSG, AMG and ISG. For the six months ended July 4, 2025, the company reported a net loss attributable to ON Semiconductor Corporation of $315.8 million, or $(0.76) per share, versus net income of $791.2 million a year earlier. Results were driven by the 2025 Manufacturing Realignment Program, which included restructuring, asset impairments and other charges of $588.5 million for the six months, $472.1 million of non-cash asset impairments, and $235.8 million of excess and obsolete inventory charges recorded in cost of revenue. Operating cash flow was $786.6 million for the six months, compared with $860.9 million a year earlier, and cash and short-term investments totaled approximately $2.8 billion. Capital returns continued during the period, with 6.9 million shares repurchased for $303.0 million in the quarter and $605.6 million for the six months, leaving approximately $1,186.0 million authorized under the Share Repurchase Program through December 31, 2025. The company stated it was in compliance with its debt covenants and does not have meaningful debt maturing in the next 12 months. Management expects capital expenditures of approximately 5% of revenue for 2025.

Aug 4, 2025 8-K

On Semiconductor 8-K Report, Shareholder Vote Results (May 21, 2025)

ON Semiconductor Corporation held its 2025 Annual Meeting of Stockholders on May 15, 2025. Stockholders voted on three proposals, which the company says are described in detail in its definitive proxy statement filed with the SEC on April 3, 2025. The filing reports the vote results for each proposal but does not describe any changes to the board, compensation programs, or auditor relationship beyond the votes themselves. Stockholders elected all eight director nominees to one-year terms expiring at the 2026 annual meeting. Each nominee received substantially more votes for than against. Paul A. Mascarenas received the lowest level of support, with 325,650,007 votes for and 30,687,295 against. Christine Y. Yan received 344,372,507 votes for and 12,432,339 against. Hassane El-Khoury and Bruce E. Kiddoo had the highest support, with 355,780,084 and 356,002,559 votes for, respectively. Stockholders approved, on an advisory and non-binding basis, the compensation of the company's named executive officers, with 307,108,359 votes for, 48,735,778 against, and 1,151,065 abstentions. Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2025, with 356,693,947 votes for, 23,777,624 against, and 213,199 abstentions. For investors, the most notable result is the say-on-pay vote, where the against count was substantially higher than in the director and auditor votes.

May 21, 2025 8-K

On Semiconductor 8-K Report, Financial Results (May 5, 2025)

onsemi (Nasdaq: ON) reported first quarter 2025 results for the quarter ended April 4, 2025, with revenue of $1,445.7 million, down from $1,722.5 million in the fourth quarter of 2024 and $1,862.7 million in the first quarter of 2024. GAAP gross margin was 20.3% and non-GAAP gross margin was 40.0%. GAAP operating margin was (39.7)% and non-GAAP operating margin was 18.3%. GAAP diluted loss per share was $(1.15), compared with non-GAAP diluted earnings per share of $0.55. The GAAP results include $539.3 million of restructuring, asset impairments and other charges, net, and $283.4 million of restructuring-related inventory and other charges in cost of revenue. Cash flow was a relative bright spot. Net cash provided by operating activities was $602.3 million and free cash flow was $454.7 million, which the company describes as 31% of revenue. Management states that the company returned 66% of first quarter free cash flow to stockholders through share repurchases, with $300.1 million of common stock repurchased during the quarter. Revenue by segment was PSG $645.1 million, AMG $566.4 million and ISG $234.2 million. Cash and cash equivalents were $2,762.5 million at quarter end, against long-term debt of $3,348.3 million. For the second quarter of 2025, the company projects revenue of $1,400 million to $1,500 million, non-GAAP gross margin of 36.5% to 38.5%, and non-GAAP diluted EPS of $0.48 to $0.58. The filing furnishes the earnings release under Item 2.02, so it is not deemed filed under Section 18 of the Exchange Act.

May 5, 2025 10-Q

On Semiconductor Quarterly Report for Q2 Ended Apr 4, 2025

ON Semiconductor Corporation's first-quarter 2025 Form 10-Q (quarter ended April 4, 2025) shows a sharp deterioration in profitability. Revenue was $1,445.7 million, down $417.0 million, or approximately 22%, from $1,862.7 million in the prior-year quarter. The company reported a net loss attributable to ON Semiconductor Corporation of $486.1 million, or $(1.15) per share, compared with net income of $453.0 million, or $1.04 per diluted share, a year earlier. The decline was driven by $539.3 million of restructuring, asset impairment and other charges tied to the 2025 Manufacturing Realignment Program, including a $431.5 million non-cash impairment on manufacturing equipment, plus $237.7 million of excess and obsolete inventory charges recorded in cost of revenue. Gross margin fell to 20.3% from 45.8%, and the ISG segment posted a gross loss of $130.3 million. Cash generation remained relatively resilient. Operating cash flow was $602.3 million, up from $498.7 million, helped by working capital timing, with receivables and inventories releasing cash. Cash, cash equivalents and short-term investments totaled approximately $3.0 billion, and the Revolving Credit Facility had approximately $1.1 billion available. Capital expenditures were $147.6 million, and management expects capex to be about 5% of revenue for the remainder of 2025. The company repurchased 6.1 million shares for $302.6 million in the quarter and had $1,486.0 million remaining under its Share Repurchase Program, which runs through December 31, 2025. The filing also highlights a $10.6 billion remaining performance obligation under long-term supply agreements, of which approximately 31% is expected to be recognized over the next 12 months. The company is restructuring its global workforce by approximately 2,400 employees, with expected severance of about $63 million, and it acquired the SiC JFET technology business from Qorvo for $118.8 million in cash.

May 5, 2025 8-K

On Semiconductor 8-K Report, Material Impairment (Mar 18, 2025)

ON Semiconductor Corporation (onsemi) reported in this Form 8-K, filed March 18, 2025 under Item 2.06 (Material Impairments), that management approved on March 17, 2025 the recognition of pre-tax non-cash impairment charges of between $600 million and $700 million. The charges relate to long-lived assets, specifically investments in manufacturing equipment at certain onsemi manufacturing facilities, and are being recorded under held-for-sale accounting guidance. The action is part of the restructuring plan and cost reduction initiatives previously announced on February 24, 2025. The company states that the actions are based on an evaluation of its current manufacturing technologies and capabilities, with the goal of realigning internal manufacturing capacity and capabilities with its anticipated long-term needs. Management estimates the charges will reduce depreciation expense by between $30 million and $35 million in 2025. The company does not expect these charges, most of which will be incurred in the first two quarters of 2025, to result in material future cash expenditures. The filing cautions that the timing of disposition, fair values, disposal costs, the resulting impairment charges and the depreciation impact may differ from current expectations, and such differences may be material. Investors should weigh these estimates against the risks described in the company's 2024 Annual Report on Form 10-K filed February 10, 2025.

Mar 18, 2025 8-K

On Semiconductor 8-K Report, Corporate Update (Mar 6, 2025)

On March 5, 2025, onsemi (NASDAQ: ON) publicly disclosed a proposal to acquire all outstanding common stock of Allegro MicroSystems, Inc. (NASDAQ: ALGM) for $35.10 per share in cash. The proposal implies an enterprise value of $6.9 billion on a fully diluted basis and represents a 57% premium to Allegro's closing share price on February 28, 2025, the last trading day before media reports of onsemi's interest. The February 12, 2025 proposal improved on an initial $34.50 per share proposal submitted September 2, 2024. onsemi states it has made repeated attempts since September 2024 to begin constructive discussions and that it would have preferred a private agreement, but chose to make the proposal public. The company says it does not anticipate financing contingencies and intends to fund the transaction with a combination of committed financing, cash on hand, and funds available under its existing revolving credit facility. The filing describes the proposal as unsolicited in substance, since onsemi urges the Allegro Board to engage in good-faith discussions, but it does not state whether Allegro has responded. The filing is a proposal disclosure only; no definitive agreement has been signed. Completion is subject to risks the filing lists, including failure to reach a definitive agreement, regulatory or shareholder approvals, possible dilution to onsemi's earnings per share, transaction costs that may exceed estimates, and integration risks. Investors should monitor whether Allegro's board engages with onsemi and whether a definitive agreement follows.

Mar 6, 2025 8-K

On Semiconductor 8-K Report, Exit or Disposal Costs (Feb 25, 2025)

ON Semiconductor Corporation (onsemi) reported in this Form 8-K, filed February 25, 2025, that on February 24, 2025 it initiated a company-wide restructuring plan affecting all business groups, including its worldwide manufacturing organization. The plan consists of cost reduction initiatives intended to align spending with current business trends while enabling continued progress toward the company's long-term financial operating model. Under the plan, onsemi intends to reduce its global workforce by approximately 2,400 employees, with the reduction expected to be completed during 2025, subject to applicable local laws and regulations. The company estimates it will incur between $50 million and $60 million in employment-related charges, mainly one-time cash payments for severance, benefits, payroll taxes and other ancillary items, with the majority expected to be recorded in calendar year 2025. Once completed, the reductions are estimated to generate annualized savings of $105 million to $115 million. The filing cautions that these savings and charge estimates are subject to assumptions and may differ materially, and that additional costs not currently contemplated may arise. Investors should weigh the near-term charges against the projected annualized savings and monitor execution of the reduction in force.

Feb 25, 2025 8-K

On Semiconductor 8-K Report, Financial Results (Feb 10, 2025)

onsemi (Nasdaq: ON) reported results for the fourth quarter and fiscal year ended December 31, 2024 in a news release furnished as Exhibit 99.1 to this Form 8-K, dated February 10, 2025. Fourth-quarter revenue was $1,722.5 million, down from $1,761.9 million in Q3 2024 and $2,018.1 million in Q4 2023. Fourth-quarter GAAP diluted earnings per share were $0.88 and non-GAAP diluted EPS were $0.95, compared with $0.93 GAAP and $0.99 non-GAAP in the prior quarter. GAAP gross margin was 45.2% and non-GAAP gross margin was 45.3%. For full year 2024, revenue was $7,082.3 million versus $8,253.0 million in 2023, and GAAP diluted EPS was $3.63 versus $4.89 a year earlier. The company said it returned 54% of 2024 free cash flow through share repurchases, and full-year 2024 free cash flow was $1.2 billion, a 3X increase year-over-year. CEO Hassane El-Khoury said the company continues to navigate a market downturn and that 2025 remains uncertain, while the company remains committed to its long-term strategy, maintaining financial discipline, streamlining operations and delivering intelligent power and sensing solutions. Full-year 2024 repurchases of common stock totaled $654.1 million in the cash flow statement. Balance sheet cash and cash equivalents were $2,691.3 million at December 31, 2024, and long-term debt rose to $3,345.9 million from $2,547.2 million at September 27, 2024, while current portion of long-term debt went to zero from $796.4 million. For the first quarter of 2025, onsemi guided to revenue of $1,350 million to $1,450 million, non-GAAP gross margin of 39.0% to 41.0%, and non-GAAP diluted EPS of $0.45 to $0.55, with GAAP diluted EPS of $0.42 to $0.52. The company also disclosed that it expects 2025 to remain uncertain and will hold a conference call at 9 a.m. Eastern Time on February 10, 2025.

Feb 10, 2025 10-K

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 8-K

On Semiconductor 8-K Report, Material Agreement (Dec 10, 2024)

On December 9, 2024, onsemi (ON Semiconductor Corporation) and its wholly-owned subsidiary Semiconductor Components Industries, LLC entered into a Stock Purchase Agreement with Qorvo US, Inc. to acquire Qorvo's Silicon Carbide Junction Field-Effect Transistor (SiC JFET) technology business, including United Silicon Carbide, Inc. and Qorvo Philippines Silicon Carbide, Inc. The base purchase price is $115 million in cash, subject to customary purchase price adjustments. Closing is subject to customary conditions, including completion of certain pre-closing transactions and retention of certain key employees, and is expected in the first quarter of 2025. Either party may terminate if the transaction has not closed by April 9, 2025. According to the company's press release, the acquisition is intended to complement onsemi's EliteSiC power portfolio and address high energy efficiency and power density needs in AC-DC power supply units for AI data centers, as well as emerging markets such as EV battery disconnects and solid-state circuit breakers. The investor presentation states the deal is expected to expand onsemi's market opportunity by $1.3 billion by 2030, with minimal capital expenditure needs because most manufacturing infrastructure is in place. It also states the deal is expected to be mildly dilutive in the first year and neutral in the second year, and that approximately 50 employees, mostly based in the U.S., are expected to join onsemi. The filing notes that the transaction is furnished under Item 7.01 and that the agreement's representations and warranties were made for risk allocation between the parties rather than as statements of fact to investors.

Dec 10, 2024 10-Q

On Semiconductor Quarterly Report for Q3 Ended Sep 27, 2024

onsemi (ON Semiconductor Corporation) reported third-quarter 2024 revenue of $1,761.9 million, down from $2,180.8 million a year earlier, a decrease of $418.9 million, or approximately 19%. Gross margin fell to 45.4% from 47.3%, and operating income dropped to $445.4 million from $687.0 million. Net income attributable to the company was $401.7 million, or $0.93 per diluted share, compared with $582.7 million, or $1.29 per diluted share, in the prior-year quarter. The filing attributes the decline mainly to lower demand in the automotive and industrial end-markets, which reduced sales volume across all three segments: PSG, AMG and ISG. For the nine months ended September 27, 2024, revenue was $5,359.8 million, down approximately 14% year over year, and net cash provided by operating activities was $1,326.7 million. The company began a 2024 business realignment in the second quarter under its "Fab Right" manufacturing strategy. Approximately 1,100 employees were notified of termination and about 200 were relocated, with expected total severance and related charges of approximately $72 million, of which about $70 million was recognized through the first nine months. Liquidity remained substantial, with cash, cash equivalents and short-term investments of approximately $2.8 billion and approximately $1.1 billion available under the Revolving Credit Facility. The 0% Notes, with $796.4 million outstanding, are classified as a current liability because of a share-price trigger that allows conversion during the fourth quarter of 2024. The company repurchased 2.8 million shares for $200.4 million in the quarter, leaving approximately $2.0 billion authorized under its Share Repurchase Program. Legal matters include a securities class action and related derivative suits concerning the company's SiC business, which the company says it will vigorously defend.

Oct 28, 2024 8-K

On Semiconductor 8-K Report, Financial Results (Oct 28, 2024)

ON Semiconductor Corporation, now onsemi, reported third-quarter 2024 results for the quarter ended September 27, 2024 in a news release furnished as Exhibit 99.1. Revenue was $1,761.9 million, up from $1,735.2 million in the prior quarter (Q2 2024) and down from $2,180.8 million in Q3 2023. GAAP gross margin was 45.4 percent and non-GAAP gross margin was 45.5 percent. GAAP operating margin was 25.3 percent and non-GAAP operating margin was 28.2 percent. GAAP diluted earnings per share were $0.93 and non-GAAP diluted earnings per share were $0.99. Net income attributable to ON Semiconductor Corporation was $401.7 million on a GAAP basis and $423.8 million on a non-GAAP basis. Free cash flow was $293.6 million for the quarter, and the company returned 75 percent of free cash flow over the last twelve months to shareholders through stock repurchases. Chief Executive Officer Hassane El-Khoury said results were above expectations and that the company is investing across the power spectrum to gain share in automotive, industrial, and AI data center markets. For the fourth quarter of 2024, the company guided to GAAP revenue of $1,710 million to $1,810 million, with non-GAAP revenue in the same range. GAAP diluted earnings per share are projected at $0.88 to $1.00, and non-GAAP diluted earnings per share at $0.92 to $1.04. Non-GAAP gross margin is projected at 44.0 percent to 46.0 percent. Non-GAAP operating expenses are projected at $300 million to $315 million. Segment revenue for the quarter was PSG $829.4 million, AMG $653.7 million, and ISG $278.8 million. At September 27, 2024, cash and cash equivalents were $2,470.2 million and long-term debt was $2,547.2 million. The filing states the Exhibit 99.1 information is furnished, not filed, under Section 18 of the Exchange Act.

Oct 28, 2024 8-K

On Semiconductor 8-K Report, Executive Changes (Oct 3, 2024)

ON Semiconductor Corporation filed this Current Report on Form 8-K under Item 5.02 to disclose that Atsushi Abe, a member of the Board of Directors, gave notice on October 1, 2024 of his intent to resign from the Board and its committees, effective October 11, 2024. The filing states that Mr. Abe's resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. The Company and the Board thanked Mr. Abe for his valuable insights and significant contributions during his thirteen years of Board service. The filing does not disclose any replacement director, committee reassignments, or any financial results, so the event is limited to a board departure. For investors, this is a routine governance change with no reported disagreement, and the filing contains no financial figures or operational guidance.

Oct 3, 2024 10-Q

On Semiconductor Quarterly Report for Q2 Ended Jun 28, 2024

onsemi (filed as ON Semiconductor Corporation) reported a sharp year-over-year decline in second-quarter 2024 results. Revenue was $1,735.2 million, down $359.2 million, or approximately 17%, from $2,094.4 million in the second quarter of 2023. Gross profit fell to $784.0 million, and gross margin declined to 45.2% from 47.4%, which the company attributed mainly to lower volume. Operating income dropped to $388.5 million from $674.7 million, and diluted earnings per share were $0.78 compared with $1.29. Restructuring, asset impairments and other charges rose to $72.5 million, reflecting the 2024 Business Realignment, under which approximately 1,000 employees were notified of termination and around 300 were reassigned or asked to relocate. The company expects total related costs of approximately $75 million, of which about $53 million was recognized in the quarter and six months. For the six months ended June 28, 2024, revenue was $3,597.9 million, down approximately 11%, and net cash provided by operating activities was $860.9 million, compared with $799.7 million a year earlier. Capital expenditures were $376.9 million, and the company expects capital expenditures of 9% to 11% of revenue for the remainder of 2024. Cash, cash equivalents and short-term investments totaled approximately $2.7 billion, and the Revolving Credit Facility had approximately $1.1 billion available. The company repurchased 2.1 million shares for $150.1 million in the quarter and has approximately $2.2 billion remaining under its $3.0 billion program. The $795.6 million of 0% Notes is classified as a current liability because a share-price conversion trigger was met, giving holders the right to convert during the quarter ending September 30, 2024. Segment results show Power Solutions Group revenue of $835.2 million (48.1% of total), Analog and Mixed-Signal Group revenue of $647.8 million (37.3%), and Intelligent Sensing Group revenue of $252.2 million (14.5%). Remaining performance obligations under long-term supply agreements were approximately $14.7 billion, with about 30% expected to be recognized over the next twelve months. A securities class action related to the company's SiC business remains pending, and the company plans to file a motion to dismiss the amended complaint by July 30, 2024.

Jul 29, 2024 8-K

On Semiconductor 8-K Report, Financial Results (Jul 29, 2024)

onsemi (Nasdaq: ON), filing under the name ON Semiconductor Corporation, reported second quarter 2024 results in a news release furnished as Exhibit 99.1 to this Form 8-K. Revenue was $1,735.2 million, down from $1,862.7 million in the first quarter of 2024 and $2,094.4 million in the second quarter of 2023. GAAP gross margin was 45.2% and non-GAAP gross margin was 45.3%. GAAP operating margin was 22.4% versus 27.5% on a non-GAAP basis, and GAAP diluted earnings per share was $0.78 compared with non-GAAP diluted EPS of $0.96. GAAP operating income of $388.5 million included $72.5 million of restructuring, asset impairments and other charges, net, in the quarter. Cash generation improved relative to the prior quarter and year-ago period. Net cash provided by operating activities was $362.2 million, and free cash flow was $207.7 million, compared with negative free cash flow of $(39.8) million in the second quarter of 2023. The company repurchased $150.0 million of common stock in the quarter and stated it returned approximately $650 million of free cash flow over the last twelve months to shareholders through stock repurchases. Cash and cash equivalents were $2,231.0 million at June 28, 2024, and short-term investments were $450.0 million. For the third quarter of 2024, the company guided to revenue of $1,700 million to $1,800 million, a non-GAAP gross margin of 44.4% to 46.4%, non-GAAP operating expenses of $305 million to $320 million, and non-GAAP diluted EPS of $0.91 to $1.03. Management highlighted the recent supply agreement with Volkswagen Group and continued ramp of silicon carbide production with automotive OEMs.

Jul 29, 2024 8-K

On Semiconductor 8-K Report, Corporate Update (Jun 13, 2024)

ON Semiconductor Corporation (onsemi) filed this Form 8-K on June 13, 2024 under Item 8.01 (Other Events) to disclose actions taken in furtherance of its previously announced "Fab Right" strategy to optimize its manufacturing network, along with broader efforts to consolidate its global corporate footprint. The company intends to consolidate nine sites and reduce its current global workforce by approximately 1,000 employees. An additional 300 employees will be reassigned or asked to relocate to another onsemi site. The company expects to complete this process during 2025, subject to applicable local law and regulations. onsemi estimates it will incur between $65 million and $80 million in employment-related charges across 2024 and 2025, covering one-time cash payments for severance, benefits expenses, payroll taxes and other ancillary charges. The majority of these charges are expected to be recorded during calendar year 2024. The company plans to reinvest a substantial portion of the savings into its continuing workforce and certain business initiatives, so the actions may not result in a material reduction in future operating expenses. For investors, the key takeaways are the scale of the restructuring (nine sites and roughly 1,000 job reductions), the cost range of $65 million to $80 million, and management's indication that savings may be largely reinvested rather than flowing to the bottom line. The filing also includes standard cautionary forward-looking statements and references the company's 2023 Form 10-K filed February 5, 2024.

Jun 13, 2024 8-K

On Semiconductor 8-K Report, Executive Changes (May 22, 2024)

ON Semiconductor Corporation (ON) filed this Form 8-K on May 22, 2024 to report three items: a new Nonqualified Deferred Compensation Plan for senior officers, and the results of its 2024 Annual Meeting of Stockholders held May 16, 2024. The Board approved the Plan on May 17, 2024, effective July 1, 2024. Under the Plan, senior onsemi officers, including all named executive officers, may voluntarily defer part of their annual cash compensation. For compensation earned July 1 through December 31, 2024, participants may defer up to 40% of any 2024 short-term incentive (STI) award. For future years, participants may defer up to 80% of base salary and up to 80% of any STI award. The Company does not presently intend to make discretionary or employer matching contributions, and the Plan obligations will be general unsecured obligations of the Company. At the Annual Meeting, stockholders elected all ten director nominees to one-year terms expiring at the 2025 annual meeting. Stockholders also approved, on an advisory basis, the compensation of the named executive officers, with 336,152,956 votes for and 28,994,656 against. They ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2024, with 366,050,496 votes for and 21,677,485 against. For investors, the filing is mainly governance-related. The deferred compensation plan gives executives an additional voluntary savings vehicle funded from their own pay, and the shareholder votes show broad support for management's proposals, with the director election and say-on-pay results both reported in the filing.

May 22, 2024 10-Q

On Semiconductor Quarterly Report for Q1 Ended Mar 29, 2024

ON Semiconductor Corporation reported revenue of $1,862.7 million for the quarter ended March 29, 2024, down $97.0 million, or approximately 5%, from $1,959.7 million a year earlier. Gross profit fell to $853.6 million from $917.5 million, and gross margin was 45.8% compared with 46.8%. Operating income declined to $525.2 million from $564.9 million. Net income attributable to the company was $453.0 million, and diluted earnings per share were $1.04 versus $1.03. Interest income rose to $27.6 million, and interest expense fell to $15.6 million from $26.4 million. Segment results were mixed: Power Solutions Group revenue increased approximately 2%, driven by its Automotive Power Division, while Analog & Mixed-Signal Group revenue fell approximately 6% and Intelligent Sensing Group revenue fell approximately 18%. The company reorganized its segments during the quarter and renamed the Advanced Solutions Group segment to Analog & Mixed-Signal Group. Cash flow and liquidity were stronger than the earnings decline suggests. Net cash provided by operating activities was $498.7 million, up from $408.9 million, which the company attributed primarily to improved working capital management. Capital expenditures were approximately 12% of revenue, and the company expects 10% to 12% of revenue for the rest of 2024. Cash and cash equivalents totaled approximately $2.6 billion, and about $1.1 billion was available under the Revolving Credit Facility. The company repurchased approximately 1.3 million shares for $100.0 million and had approximately $2.3 billion remaining under its share repurchase program. Its 0% Notes due 2027, with $794.8 million outstanding, are classified as a current liability because the share price trigger was met. The filing also discloses a securities class action and related derivative suits concerning the company's SiC business. The company states it believes it has strong legal defenses and will vigorously defend the claims. Long-term supply agreements carry remaining performance obligations of approximately $15.6 billion, and the company expects to recognize approximately 30% of that amount as revenue over the next twelve months.

Apr 29, 2024 8-K

On Semiconductor 8-K Report, Financial Results (Apr 29, 2024)

onsemi (filed as ON Semiconductor Corporation, Nasdaq: ON) reported first-quarter 2024 results for the quarter ended March 29, 2024, furnished under Item 2.02 in Exhibit 99.1. Revenue was $1,862.7 million, down from $2,018.1 million in the fourth quarter of 2023 and $1,959.7 million in the first quarter of 2023. GAAP gross margin was 45.8 percent and non-GAAP gross margin was 45.9 percent. GAAP operating margin was 28.2 percent and non-GAAP operating margin was 29.0 percent. GAAP diluted EPS was $1.04 and non-GAAP diluted EPS was $1.08. Management said it returned approximately 100% of free cash flow over the last twelve months to shareholders through stock repurchases, and that free cash flow for the quarter was $276.3 million, compared with $87.4 million in the first quarter of 2023. By segment, Power Solutions Group (PSG) revenue was $874.2 million, Analog and Mixed-Signal Group (AMG) was $697.0 million, and Intelligent Sensing Group (ISG) was $291.5 million. The company stated that it reorganized certain reporting units and its segment structure in the quarter, and prior-period amounts were reclassified. Cash and cash equivalents were $2,614.4 million at quarter end, and long-term debt was $2,544.1 million. Repurchases of common stock were $100.0 million in the quarter. For the second quarter of 2024, the company guided GAAP revenue of $1,680 million to $1,780 million, GAAP gross margin of 44.1% to 46.1%, and GAAP diluted EPS of $0.82 to $0.94, or $0.86 to $0.98 on a non-GAAP basis. The guidance is subject to the forward-looking risks described in the 2023 Form 10-K.

Apr 29, 2024 8-K

On Semiconductor 8-K Report, Corporate Update (Apr 2, 2024)

ON Semiconductor Corporation (Nasdaq: ON) disclosed in a Current Report on Form 8-K filed April 2, 2024 that it has received notice of an unsolicited "mini-tender" offer from TRC Capital Investment Corporation to purchase up to 1,500,000 shares of its common stock at $70.75 per share. The filing states that this price is approximately 4.4% below the $74.04 closing share price on March 19, 2024, the trading day immediately prior to the offer date, and that the shares sought represent approximately 0.35% of outstanding common stock. The company does not endorse the offer and, through a press release filed as Exhibit 99.1, recommends that stockholders not tender their shares. Stockholders who have already tendered may withdraw them at any time before the offer expires, which is scheduled for 12:01 a.m. New York City time on April 19, 2024, though TRC Capital may extend the offer at its discretion. ON states it is not affiliated with TRC Capital, its offer, or its offer documentation. For investors, the filing is a shareholder-protection notice rather than a corporate transaction. It involves no company action, no change to share capital, and no financial results. The press release notes that mini-tender offers, which seek less than 5% of outstanding shares, fall outside many SEC disclosure and procedural requirements, and that the SEC has cautioned investors about below-market offers.

Apr 2, 2024 8-K

On Semiconductor 8-K Report, Executive Changes (Mar 4, 2024)

ON Semiconductor Corporation's Form 8-K filed March 4, 2024 reports an executive compensation arrangement rather than financial results. Effective February 28, 2024, its subsidiary Semiconductor Components Industries, LLC (SCILLC) entered into its standard Executive Vice President/Group President employment agreement with Simon Keeton, Group President and General Manager of the Power Solutions Group. The agreement replaces his prior agreement dated January 1, 2019, has no specified term of years, and sets an annual base salary of $600,000 and an annual target bonus of 100% of base salary, both subject to review by the Human Capital and Compensation Committee of the board. Severance terms are set out in the filing. On a termination without cause or resignation for good reason, Mr. Keeton would receive one year of base salary continuation, one times his target annual bonus, pro-rata vesting of outstanding performance-based restricted stock units, two years of employer-paid COBRA coverage, and outplacement assistance up to $25,000. If such a termination occurs within two years after a change in control, the payments increase to 1.2 times base salary and 1.2 times target bonus, with full vesting of performance-based and time-based restricted stock units. The agreement includes a "best net" provision for Section 280G excise tax, and payments are made without tax gross-ups. Severance is conditioned on a general release and on compliance with non-solicitation (two years), non-competition (one year), and confidentiality covenants. The filing is limited to this executive agreement. It lists the form of employment agreement as Exhibit 10.1 and the cover page interactive data file as Exhibit 104.

Mar 4, 2024 8-K

On Semiconductor 8-K/A Report, Executive Changes (Feb 26, 2024)

ON Semiconductor Corporation filed this Amendment No. 1 to Current Report on Form 8-K/A to supplement Item 5.02 of its Original Form 8-K filed on August 23, 2023. The amendment adds information about board committee assignments and does not report any new financial results, transactions, or operational developments. As previously reported, Christina Lampe-Önnerud was appointed by the Board of Directors as a new non-employee director effective September 1, 2023. On February 21, 2024, the Board appointed Ms. Lampe-Önnerud to serve as a member of its Audit Committee. For investors, the filing is governance-related and limited in scope. The key update is the addition of a director to the Audit Committee, which is a routine board composition change and carries no stated financial impact in the filing.

Feb 26, 2024 8-K

On Semiconductor 8-K Report, Executive Changes (Feb 6, 2024)

ON Semiconductor Corporation filed this Form 8-K on February 6, 2024 to report a single executive departure. The filing discloses that Ross Jatou, Senior Vice President and General Manager of the Intelligent Sensing Group, notified the company of his resignation from all positions with the Company and its affiliates, effective on or about February 22, 2024. He stated that he intends to pursue other employment opportunities and that the resignation is not due to any disagreements with the company. The filing contains no financial results, guidance, or transaction disclosures. Its only substantive item is Item 5.02, which covers the departure of a certain officer and related compensatory matters, and it does not describe any replacement, interim arrangement, or compensation terms. For investors, the event is limited in scope on the face of the filing. It concerns the departure of a senior business-unit leader from the Intelligent Sensing Group, with the stated reason being new employment opportunities rather than a dispute with the company.

Feb 6, 2024 8-K

On Semiconductor 8-K Report, Financial Results (Feb 5, 2024)

ON Semiconductor Corporation (now onsemi, Nasdaq: ON) furnished its fourth-quarter and full-year 2023 results in Exhibit 99.1, a news release dated February 5, 2024. Fourth-quarter revenue was $2,018.1 million, down (7)% sequentially from $2,180.8 million in Q3 2023 and down (4)% year-over-year from $2,103.6 million. GAAP gross margin was 46.7% and GAAP operating margin was 30.3%, versus 31.6% on a non-GAAP basis. GAAP diluted EPS was $1.28 and non-GAAP diluted EPS was $1.25. For fiscal 2023, revenue was $8,253.0 million, down (1)% from $8,326.2 million, while GAAP diluted EPS was $4.89 and non-GAAP diluted EPS was $5.16. Management highlighted record full-year automotive revenue of $4.3 billion, up 29% year-over-year, and silicon carbide revenue that grew 4x year-over-year. By segment, Power Solutions Group (PSG) revenue rose 6% for the year, Analog and Silicon Group (ASG) fell (12)%, and Intelligent Sensing Group (ISG) rose 3%. Full-year 2023 operating cash flow was $1,977.5 million and free cash flow was $401.9 million, while purchases of property, plant and equipment were $1,575.6 million. The company repurchased $564 million of stock in 2023, which the release describes as 140% of free cash flow. For the first quarter of 2024, the company guided to revenue of $1,800 million to $1,900 million, GAAP diluted EPS of $0.94 to $1.06, and non-GAAP diluted EPS of $0.98 to $1.10. The release also refers to a new share repurchase program, which is mentioned in the forward-looking statements section.

Feb 5, 2024 10-K

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 10-Q

On Semiconductor Quarterly Report for Q3 Ended Sep 29, 2023

ON Semiconductor Corporation's 10-Q for the quarter ended September 29, 2023 shows revenue essentially flat at $2,180.8 million versus $2,192.6 million a year earlier, while operating income rose to $687.0 million from $424.5 million, largely because the prior-year quarter included $271.8 million of goodwill and intangible impairment charges that did not recur. Gross profit fell to $1,030.7 million from $1,058.3 million, with the filing citing lower existing-product revenue, higher manufacturing costs at the EFK location, and foundry-related costs, partly offset by new product sales. Net income attributable to the company was $582.7 million for the quarter, compared with $311.9 million a year earlier. Diluted EPS was $1.29 versus $0.70. The balance sheet and cash flows show increased investment and leverage. Cash and cash equivalents were $2,679.2 million at quarter end, and operating cash flow for the nine months fell to $1,366.3 million from $1,901.8 million, primarily due to working capital needs tied to SiC investments and LTSA commitments. Capital expenditures for the nine months were $1,185.1 million, and the company expects capital expenditures to remain at approximately 19% of revenue for the rest of 2023. Gross long-term debt rose to $3,499.5 million, mainly from the $1.5 billion 0.50% convertible notes issued in February 2023. The 0% Notes of $793.3 million and the 1.625% Notes of $119.6 million are classified as current, and the company reported that it repaid the 1.625% Notes on October 16, 2023. The company also completed workforce reductions, with severance and related charges of $54.5 million tied to 2023 realignment actions, and restructuring, asset impairments and other charges of $63.5 million for the nine months. Management stated that cash on hand, operating cash flow and the revolving credit facility, with about $1.1 billion available, are adequate for at least the next 12 months.

Oct 30, 2023 8-K

On Semiconductor 8-K Report, Financial Results (Oct 30, 2023)

onsemi (filed as ON Semiconductor Corporation, Nasdaq: ON) furnished an 8-K on October 30, 2023 under Item 2.02 containing its news release for the third quarter ended September 29, 2023. The release reports revenue of $2,180.8 million, up 4% sequentially from $2,094.4 million in Q2 2023 and down 1% year-over-year from $2,192.6 million in Q3 2022. GAAP gross margin was 47.3 percent and GAAP operating margin was 31.5 percent, compared with non-GAAP operating margin of 32.6 percent. GAAP diluted earnings per share were $1.29 and non-GAAP diluted EPS were $1.39. Automotive (ASG) revenue was $621.6 million, while Power Solutions Group (PSG) revenue reached $1,230.6 million, with the release describing automotive as a record at $1.2 billion. Industrial (ISG) revenue was $328.6 million. Cash flow was mixed. Net cash provided by operating activities was $566.6 million in the quarter, but purchases of PP&E were $433.0 million, leaving free cash flow of $133.6 million, compared with $731.3 million in the year-earlier quarter. Cash and cash equivalents rose to $2,679.2 million at quarter end, and total debt on the balance sheet (current and long-term) was roughly $3.45 billion based on the reported line items. Inventories increased to $2,084.8 million from $1,964.4 million in the prior quarter. The company also reported a $99.8 million cash tax payment in the quarter and repurchased $100.0 million of common stock. For the fourth quarter of 2023, management guided revenue to $1,950 million to $2,050 million, GAAP gross margin of 45.4% to 47.4%, and GAAP diluted EPS of $1.10 to $1.24, with non-GAAP diluted EPS of $1.13 to $1.27. The company stated that the expansion of its silicon carbide fab in South Korea for 150 and 200 millimeter wafers has been completed, and CEO Hassane El-Khoury described the quarter as showing resilience amid market softness.

Oct 30, 2023