on-20240329

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 29, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

(Commission File Number) 001-39317

ON SEMICONDUCTOR CORPORATION

(Exact name of registrant as specified in its charter)


Delaware						36-3840979
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

5701 N. Pima Road

Scottsdale, AZ 85250

(602) 244-6600

(Address, zip code and telephone number, including area code, of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ON	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

The number of shares outstanding of the issuer's class of common stock as of the close of business on April 24, 2024:


Title of Each Class						Number of Shares
Common Stock, par value $0.01 per share						430,231,889

Table of Contents

ON SEMICONDUCTOR CORPORATION FORM 10-Q

TABLE OF CONTENTS

Part I: Financial Information



			Item 1. Financial Statements (unaudited)			4
			Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			24
			Item 3. Quantitative and Qualitative Disclosures About Market Risk			29
			Item 4. Controls and Procedures			29

Part II: Other Information




			Item 1. Legal Proceedings			30
			Item 1A. Risk Factors			30
			Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			31
			Item 3. Defaults Upon Senior Securities			31
			Item 4. Mine Safety Disclosures			31
			Item 5. Other Information			31
			Item 6. Exhibits			32
			Signatures			33

(See the glossary of selected terms immediately following this table of contents for definitions of certain abbreviated terms.)

Table of Contents

ON SEMICONDUCTOR CORPORATION

FORM 10-Q

GLOSSARY OF SELECTED ABBREVIATED TERMS*


Abbreviated Term						Defined Term
0% Notes						0% Convertible Senior Notes due 2027
0.50% Notes						0.50% Convertible Senior Notes due 2029
1.625% Notes						1.625% Convertible Senior Notes due 2023

3.875% Notes						3.875% Senior Notes due 2028
ADAS						Advanced driver-assistance systems
Amended and Restated SIP						ON Semiconductor Corporation Amended and Restated Stock Incentive Plan, as amended




ASU						Accounting Standards Update









Commission or SEC						Securities and Exchange Commission
New Credit Agreement						Credit agreement, dated as of June 22, 2023, by and among the Company, as borrower, the several lenders party thereto, JP Morgan Chase Bank, N.A., as administrative agent, and certain other parties, providing for the Revolving Credit Facility
EFK						East Fishkill, New York fabrication facility
ESPP						ON Semiconductor Corporation 2000 Employee Stock Purchase Plan, as amended
Exchange Act						Securities Exchange Act of 1934, as amended





IP						Intellectual property



















IRS						United States Internal Revenue Service
IT						Information Technology


Revolving Credit Facility						A $1.5 billion senior revolving credit facility created pursuant to the New Credit Agreement
ROU						Right-of-use
RSU						Restricted stock unit

SiC						Silicon carbide




Securities Act						Securities Act of 1933, as amended




U.S. or United States						United States of America

* Terms used, but not defined, within the body of the Form 10-Q are defined in this Glossary.

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

ON SEMICONDUCTOR CORPORATION

CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share data)

(unaudited)


	March 29, 2024		December 31, 2023
Assets
Cash and cash equivalents	$	2,614.4	$	2,483.0

Receivables, net	873.3		935.4
Inventories	2,147.1		2,111.8
Other current assets	514.1		382.1

Total current assets	6,148.9		5,912.3

Property, plant and equipment, net	4,384.3		4,401.5
Goodwill	1,577.6		1,577.6
Intangible assets, net	289.4		299.3
Deferred tax assets	648.4		600.8
ROU financing lease assets	41.8		42.4
Other assets	392.5		381.3
Total assets	$	13,482.9	$	13,215.2
Liabilities and Stockholders’ Equity
Accounts payable	$	665.8	$	725.6
Accrued expenses and other current liabilities	678.1		663.2
Current portion of financing lease liabilities	0.3		0.8
Current portion of long-term debt	794.8		794.0
Total current liabilities	2,139.0		2,183.6
Long-term debt	2,544.1		2,542.6
Deferred tax liabilities	37.3		38.7
Long-term financing lease liabilities	21.3

SEC Form 10-Q filed by ON Semiconductor Corporation