On Semiconductor Corp 10-K for FY2024

On Semiconductor Corp (ON)

10-K 2025-02-10 For: 2024-12-31

Added on April 07, 2026

About this 10-K

On Semiconductor Corp filed this 10-K on February 10, 2025, covering the fiscal year ended December 31, 2024 (FY2024).

Headline figures

Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $7.08B; down 14.2% from $8.25B a year earlier
Net income: $1.57B; down 28.0% from net income of $2.18B a year earlier
Diluted EPS: $3.63; down 25.8% from $4.89 a year earlier

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


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


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


Part I
Item 1.	Business	5
	Overview	5
	Revenue Generating Activities	7
	Markets	8
	Resources	10
	Seasonality	12
	Government Regulation	12
	Environmental, Social and Governance Initiatives	13
	Human Capital Resources	13
	Information about Our Executive Officers	14
	Available Information	15
Item 1A.	Risk Factors	16
Item 1B.	Unresolved Staff Comments	29
Item 1C.	Cybersecurity	29
Item 2.	Properties	31
Item 3.	Legal Proceedings	32
Item 4.	Mine Safety Disclosure	32
Part II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	32
Item 6.	[Reserved]	33
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	33
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	43
Item 8.	Financial Statements and Supplementary Data	44
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	44
Item 9A.	Controls and Procedures	44
Item 9B.	Other Information	45
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	45
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	46
Item 11.	Executive Compensation	46
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	46
Item 13.	Certain Relationships and Related Transactions, and Director Independence	46
Item 14.	Principal Accountant Fees and Services	46
Part IV
Item 15.	Exhibits and Financial Statement Schedules	47
Item 16.	Form 10-K Summary	51
Signatures		52


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
AI						Artificial Intelligence
Amended and Restated SIP						ON Semiconductor Corporation Amended and Restated Stock Incentive Plan, as amended
AMIS						AMIS Holdings, Inc.

AR/VR						Augmented reality/virtual reality
ASC						Accounting Standards Codification
ASIC						Application specific integrated circuits

ASU						Accounting Standards Update







CMOS						Complementary metal oxide semiconductor
Commission or SEC						Securities and Exchange Commission


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
ECL						Emitter coupled logic

EFK						East Fishkill, New York fabrication facility
EPA						Environmental Protection Agency
ESPP						ON Semiconductor Corporation 2000 Employee Stock Purchase Plan, as amended
EV/HEV						Electric vehicles/hybrid electric vehicles
Exchange Act						Securities Exchange Act of 1934, as amended
Fairchild						Fairchild Semiconductor International LLC, a wholly-owned subsidiary of ON Semiconductor Corporation
FASB						Financial Accounting Standards Board






IC						Integrated circuit
IGBT						Insulated-gate bipolar transistor
IP						Intellectual property

IPRD						In-process research and development





LIBOR						A base rate per annum equal to the London Interbank Offered Rate as administered by the Intercontinental Exchange Benchmark Administration
LSI						Large-scale integration


MOSFET						Metal oxide semiconductor field effect transistor




OEM						Original equipment manufacturer
PC						Personal computer
Prior Credit Agreement						Credit agreement, dated as of April 15, 2016, as subsequently amended, by and among the Company, as borrower, the several lenders party thereto, Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, and certain other parties, providing for the Revolver due 2024 and the Term Loan "B" Facility, that was terminated on June 22, 2023 and replaced by the Credit Agreement.
PRP						Potentially responsible party

QCS						Previous division within AMG, primarily associated with the legacy Quantenna division
Revolver due 2024						A $1.97 billion revolving credit facility created pursuant to the Prior Credit Agreement


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


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


Revolving Credit Facility						A $1.5 billion revolving credit facility created pursuant to the Credit Agreement

ROU						Right-of-use
RSU						Restricted stock unit

SCI LLC						Semiconductor Components Industries, LLC, a wholly-owned subsidiary of ON Semiconductor Corporation
Securities Act						Securities Act of 1933, as amended


SiC						Silicon carbide
SiPM						Silicon photomultipliers

SPAD						Single photon avalanche diode arrays
Term Loan "B" Facility						A $2.4 billion term loan "B" facility created pursuant to the Prior Credit Agreement





U.S. or United States						United States of America
WBG						Wide band gap


Period (1)	Total Number of Shares Purchased	Average Price Paid per Share ($) (2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs ($ in millions) ($) (3)
September 28, 2024 - October 25, 2024	—	$	—	—	$	1,986.0
October 26, 2024 - November 22, 2024	—	—		—	1,986.0
November 23, 2024 - December 31, 2024	3,000,140	66.68		3,000,140	1,786.0

Total	3,000,140	66.68		3,000,140


	Year ended December 31,
	2024		2023		Change
Revenue	$	7,082.3	$	8,253.0	$	(1,170.7)
Cost of revenue	3,866.2		4,369.5		(503.3)
Gross profit	3,216.1		3,883.5		(667.4)
Operating expenses:
Research and development	612.7		577.3		35.4
Selling and marketing	273.5		279.1		(5.6)
General and administrative	376.3		362.4		13.9

Amortization of acquisition-related intangible assets	52.0		51.1		0.9
Restructuring, asset impairments and other charges, net	133.9		74.9		59.0

Total operating expenses	1,448.4		1,344.8		103.6
Operating income	1,767.7		2,538.7		(771.0)
Other income (expense), net:
Interest expense	(62.3)		(74.8)		12.5
Interest income	111.4		93.1		18.3
Loss on debt refinancing and prepayment	—		(13.3)		13.3
Loss on divestiture of businesses	—		(0.7)		0.7

Other income (expense), net	20.6		(7.2)		27.8
Other income (expense), net	69.7		(2.9)		72.6
Income before income taxes	1,837.4		2,535.8		(698.4)
Income tax provision	(262.8)		(350.2)		87.4
Net income	1,574.6		2,185.6		(611.0)
Less: Net income attributable to non-controlling interest	(1.8)		(1.9)		0.1
Net income attributable to ON Semiconductor Corporation	$	1,572.8	$	2,183.7	$	(610.9)


	2024		As a % of Total		2023 (1)		As a % of Total		Dollar Change
Revenue:
PSG	$	3,348.2	47.3	%	$	3,880.4	47.0	%	$	(532.2)
AMG	2,609.1		36.8	%	3,057.1		37.0	%	(448.0)
ISG	1,125.0		15.9	%	1,315.5		16.0	%	(190.5)
Total	$	7,082.3	100.0	%	$	8,253.0	100.0	%	$	(1,170.7)

Cost of revenue:
PSG	$	1,963.8	50.8	%	$	2,058.5	47.1	%	$	(94.7)
AMG	1,302.8		33.7	%	1,635.8		37.4	%	(333.0)
ISG	599.6		15.5	%	675.2		15.5	%	(75.6)
Total	$	3,866.2	100.0	%	$	4,369.5	100.0	%	$	(503.3)

Gross profit: (2)
PSG	$	1,384.4	41.3	%	$	1,821.9	47.0	%	$	(437.5)
AMG	1,306.3		50.1	%	1,421.3		46.5	%	(115.0)
ISG	525.4		46.7	%	640.3		48.7	%	(114.9)
Total	$	3,216.1	45.4	%	$	3,883.5	47.1	%	$	(667.4)


	2024		As a % of Revenue (1)		2023		As a % of Revenue (1)
Hong Kong	$	1,779.3	25.1	%	$	2,168.6	26.3	%
Singapore	1,733.2		24.5	%	1,938.8		23.5	%
United Kingdom	1,637.8		23.1	%	1,753.4		21.2	%
United States	1,307.5		18.5	%	1,573.7		19.1	%
Other	624.5		8.8	%	818.5		9.9	%
Total Revenue	$	7,082.3			$	8,253.0


			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)			53
Financial Statements:
Consolidated Balance Sheets			55
Consolidated Statements of Operations and Comprehensive Income			56
Consolidated Statements of Stockholders' Equity			57
Consolidated Statements of Cash Flows			58
Notes to Consolidated Financial Statements			59


			(a)			The following documents are filed as part of this Annual Report on Form 10-K:


Exhibit No.						Exhibit Description

2.1						Stock Purchase Agreement, dated as of December 9, 2024, by and between United Silicon Carbide, Inc., Qorvo US, Inc., Semiconductor Components Industries, LLC and solely for the purposes of Article V and Section 6.15 thereto, ON Semiconductor Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 10, 2024)

3.1(a)						Certificate of Incorporation of ON Semiconductor Corporation, as further amended through March 26, 2008 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 7, 2008)

3.1(b)						Certificate of Amendment to the Amended and Restated Certificate of Incorporation , date d May 28, 2014 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 3, 2014)

3.1(c)						Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated May 17, 2017 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 7, 2017)

3.2						By-Laws of ON Semiconductor Corporation as Amended and Restated on August 19, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 25, 2022)

4.1						Specimen of share certificate of Common Stock, par value $0.01, ON Semiconductor Corporation (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the Commission on March 10, 2004)

4.2(a)						Indenture, dated as of August 21, 2020, among ON Semiconductor Corporation, the guarantors party thereto and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 21, 2020)

4.2(b)						Form of Global 3.875% Senior Note due 2028 (included in Exhibit 4.2(a))

4.3(a)						Indenture, dated as of May 14, 2021, among the Company, the guarantors party thereto and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 19, 2021)

4.3(b)						Form of Global 0% Convertible Senior Note due 2027 (included in Exhibit 4.3(a))

4.4(a)						Indenture, dated as of February 28, 2023, among the Company, the guarantors party thereto and Computershare Trust Company, National Association (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 1, 2023)

4.4(b)						Form of Global 0.50% Convertible Senior Note due 2029 (included in Exhibit 4.4(a))

4.5						Description of the Registrant’s Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K filed with the Commission on February 6, 2023)

10.1(a)						Joint Venture Contract for Leshan-Phoenix Semiconductor Company Limited, amended and restated on April 20, 2006 between SCG (China) Holding Corporation (a subsidiary of ON Semiconductor Corporation) and Leshan Radio Company Ltd. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on July 28, 2006)

10.1(b)						Amendment Agreement, dated September 29, 2014, to Joint Venture Contract for Leshan-Phoenix Semiconductor Company Limited between ON Semiconductor (China) Holding, LLC (a subsidiary of ON Semiconductor Corporation) and Leshan Radio Company Ltd. (incorporated by reference to Exhibit 10.5(b) to the Company’s Annual Report on Form 10-K filed with the Commission on February 27, 2015)

10.2(a)						Form of Convertible Note Hedges related to the Company's 1.625% Convertible Senior Note due 2023 (incorporated by reference to Exhibit 10.6(a) to the Company’s Annual Report on Form 10-K filed with the Commission on February 14, 2022)

10.2(b)						Form of Warrant Confirmation for Warrants related to the Company's 1.625% Convertible Senior Note due 2023 (incorporated by reference to Exhibit 10.6(b) to the Company’s Annual Report on Form 10-K filed with the Commission on February 14, 2022)

10.3(a)						ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (as amended and restated February 11, 2022) (incorporated by reference to Exhibit 10.7(a) to the Company’s Annual Report on Form 10-K filed with the Commission on February 14, 2022)(2)


			(3)			Exhibits:


(1)			Filed herewith.


(2)			Management contract or compensatory plan, contract or arrangement.


(3)			Furnished herewith.


10.3(b)						Restricted Stock Units Award Agreement under the ON Semiconductor Amended and Restated Stock Incentive Plan (2021 form agreement for Senior Employee Group) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 3, 2021)(2)

10.3(c)						Performance-Based Restricted Stock Units Award Agreement under the ON Semiconductor Amended and Restated Stock Incentive Plan (2021 form agreement for Tier I Employees) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 3, 2021)(2)

10.3(d)						Form of Annual Restricted Stock Unit Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (2022 2023 and 202 4 ) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 2, 2022)(2)

10.3(e)						Form of Annual Performance-Based Restricted Stock Unit Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (2022 form agreement) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 2, 2022)(2)

10.3(f)						Form of Annual Performance-Based Restricted Stock Unit Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (2023 an d 2024 ) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 1, 2023)(2)

10.3(g)						Restricted Stock Units Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan for Thad Trent, dated February 16, 2021 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 3, 2021)(2)

10.3(h)						Performance-Based Restricted Stock Units Award Agreement under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan for Thad Trent, dated February 16, 2021 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 3, 2021)(2)

10.3(i)						Form of Restricted Stock Award Agreement for Directors under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (2022 , 2023 and 2024 ) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 1, 2022)(2)

10.3(j)						Form of Restricted Stock Units Agreement for Directors under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (2024 form) (1)(2)

10.4						ON Semiconductor Corporation 2000 Employee Stock Purchase Plan (as amended and restated effective August 1 6 , 202 4 ) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on October 2 8 , 202 4 )(2)

10.5						Employment Agreement by and between Semiconductor Components Industries, LLC and Hassane S. El-Khoury, dated December 7, 2020 (incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K filed with the Commission on February 16, 2021)(2)

10.6						Employment Agreement by and between Semiconductor Components Industries, LLC and Thad Trent, dated February 16, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 3, 2021)(2)

10.7						Form of Employment Agreement for Executive Vice Presidents/Group Presidents (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 4, 2024)(2)

10.8						Form of Employment Agreement for Senior Vice Presidents (Direct Reports to Chief Executive Officer) (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K filed with the Commission on February 5, 2024 (2)

10.9						Form of Indemnification Agreement with Directors and Officers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 25, 2016)(2)

10.10						onsemi Nonqualified Deferred Compensation Plan for senior officers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 22, 2024)(2)

10.11						Non-employee Director Stock Election and Deferral Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on July 29, 2024)(2)

10.12						Settlement Agreement, dated October 19, 2019, by and between ON Semiconductor Corporation and Power Integrations, Inc. (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K filed with the Commission on February 19, 2020)

10.13(a)						Form of Confirmation for Convertible Notes Hedges related to the Company’s 0% Convertible Senior Note due 2027 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 19, 2021)


10.13(b)						Form of Confirmation for Warrants related to the Company’s 0% Convertible Senior Note due 2027 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on May 19, 2021)

10.14(a)						Form of Confirmation for Convertible Note Hedges related to the Company’s 0.50% Convertible Senior Notes due 2029 (incorporated by reference to Exhibit 10.1 to the Company’s Amendment No. 1 to Current Report on Form 8-K/A filed with the Commission on March 2, 2023)

10.14(b)						Form of Confirmation for Warrants related to the Company’s 0.50% Convertible Senior Notes due 2029 (incorporated by reference to Exhibit 10.2 to the Company’s Amendment No. 1 to Current Report on Form 8-K/A filed with the Commission on March 2, 2023)

10.15(a)						Credit Agreement, dated as of June 22, 2023, by and among ON Semiconductor Corporation, as borrower, the several lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., Bank of America, N.A., Barclays Bank PLC, BMO Capital Markets, Corp., BNP Paribas Securities Corp., Citibank, N.A., Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities, Inc., Goldman Sachs Bank USA, HSBC Securities (USA) N.A., Morgan Stanley Senior Funding, Inc., MUFG Bank, LTD, PNC Bank, National Association and Sumitomo Mitsui Banking Corporation, as joint lead arrangers and joint bookrunners and BMO Capital Markets, as sustainability structuring agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 26, 2023)

10.15(b)						Guarantee Agreement, dated as of June 22, 2023, among the signatories thereto, as grantors, in favor of JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 26, 2023)

10.15(c)						Security Agreement, dated as of June 22, 2023, among ON Semiconductor Corporation and the other signatories thereto in favor of JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated June 26, 2023)

19.1						onsemi Insider Trading Policy, as amended and restated as of November 16, 2023(1)†

21.1						List of Significant Subsidiaries(1)

23.1						Consent of Independent Registered Public Accounting Firm-PricewaterhouseCoopers LLP(1)

24.1						Powers of Attorney(1)

31.1						Certification by CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)

31.2						Certification by CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)

32						Certification by CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(3)

97						onsemi Dodd-Frank Compensation Recovery Policy (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K filed with the Commission on February 5, 2024)

101.INS						XBRL Instance Document

101.SCH						XBRL Taxonomy Extension Schema Document

101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						XBRL Taxonomy Extension Label Linkbase Document

101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document and contained in Exhibit 101.


*			Reports filed under the Securities Exchange Act (Form 10-K, Form 10-Q and Form 8-K) are filed under File No. 000-30419 and File No. 001-39317.


†			Schedules or portions of this exhibit have been redacted pursuant to Item 601 of Regulation S-K and, upon request by the SEC, onsemi agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit.




February 10, 2025						ON Semiconductor Corporation

						By: /s/ HASSANE EL-KHOURY
						Name: Hassane El-Khoury
						Title: President and Chief Executive Officer


Signature	Titles	Date

/s/ HASSANE EL-KHOURY	President, Chief Executive Officer and Director	February 10, 2025
Hassane El-Khoury	(Principal Executive Officer)

/s/ THAD TRENT	Executive Vice President, Chief Financial Officer and Treasurer	February 10, 2025
Thad Trent	(Principal Financial and Accounting Officer)

*	Chair of the Board of Directors	February 10, 2025
Alan Campbell

*	Director	February 10, 2025
Susan K. Carter

*	Director	February 10, 2025
Thomas L. Deitrich

*	Director	February 10, 2025
Bruce E. Kiddoo

*	Director	February 10, 2025
Christina Lampe-Önnerud

*	Director	February 10, 2025
Paul A. Mascarenas

*	Director	February 10, 2025
Gregory Waters

*	Director	February 10, 2025
Christine Y. Yan

*By: /s/ THAD TRENT	Attorney-in-Fact	February 10, 2025
Thad Trent


	December 31, 2024		December 31, 2023
Assets
Cash and cash equivalents	$	2,691.3	$	2,483.0
Short-term investments	300.0		—
Receivables, net	1,160.1		935.4
Inventories	2,242.0		2,111.8

Other current assets	358.6		382.1
Total current assets	6,752.0		5,912.3
Property, plant and equipment, net	4,361.4		4,401.5
Goodwill	1,587.9		1,577.6
Intangible assets, net	257.9		299.3
Deferred tax assets	729.9		600.8
ROU financing lease assets	40.5		42.4
Other assets	360.2		381.3
Total assets	$	14,089.8	$	13,215.2
Liabilities and Stockholders’ Equity
Accounts payable	$	574.5	$	725.6
Accrued expenses and other current liabilities	760.0		663.2

Current portion of financing lease liabilities	0.3		0.8
Current portion of long-term debt	—		794.0
Total current liabilities	1,334.8		2,183.6
Long-term debt	3,345.9		2,542.6
Deferred tax liabilities	37.6		38.7
Long-term financing lease liabilities	20.7		22.4
Other long-term liabilities	536.3		627.3
Total liabilities	5,275.3		5,414.6
Commitments and contingencies (Note 13)
ON Semiconductor Corporation stockholders’ equity:
Common stock ($0.01 par value, 1,250,000,000 shares authorized, 622,655,553 and 616,281,996 shares issued, 422,955,173 and 426,386,426 shares outstanding, respectively)	6.2		6.2
Additional paid-in capital	5,372.2		5,210.9
Accumulated other comprehensive loss	(62.4)		(45.2)
Accumulated earnings	8,120.9		6,548.1
Less: Treasury stock, at cost; 199,700,380 and 189,895,570 shares, respectively	(4,640.5)		(3,937.4)
Total ON Semiconductor Corporation stockholders’ equity	8,796.4		7,782.6
Non-controlling interest	18.1		18.0
Total stockholders' equity	8,814.5		7,800.6
Total liabilities and stockholders' equity	$	14,089.8	$	13,215.2


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss				Treasury Stock			Non-Controlling Interest
	Number of shares	At Par Value						Accumulated Earnings		Number of shares	At Cost				Total Equity

Balance at December 31, 2021	603,044,079	$	6.0	$	4,633.3	$	(40.6)	$	2,435.1	(170,571,261)	$	(2,448.4)	$	19.0	$	4,604.4
Impact of the adoption of ASU 2020-06	—	—		(129.1)		—		27.1		—	—		—		(102.0)
Shares issued pursuant to the ESPP	493,484	—		22.9		—		—		—	—		—		22.9
RSUs released and stock grant awards issued	3,739,726	0.1		(0.1)		—		—		—	—		—		—
Partial settlement - 1.625% Notes	611,431	—		(0.3)		—		—		—	—		—		(0.3)
Partial settlement of warrants - 1.625% Notes	478,993	—		—		—		—		—	—		—		—
Partial settlement of bond hedges - 1.625% Notes	—	—		43.4		—		—		(617,554)	(43.4)		—		—
Payment of tax withholding for RSUs	—	—		—		—		—		(1,254,030)	(78.1)		—		(78.1)
Share-based compensation	—	—		100.8		—		—		—	—		—		100.8
Repurchase of common stock	—	—		—		—		—		(3,988,453)	(259.8)		—		(259.8)
Dividend to non-controlling shareholder	—	—		—		—		—		—	—		(2.1)		(2.1)




Comprehensive income	—	—		—		17.4		1,902.2		—	—		1.6		1,921.2
Balance at December 31, 2022	608,367,713	6.1		4,670.9		(23.2)		4,364.4		(176,431,298)	(2,829.7)		18.5		6,207.0
Shares issued pursuant to the ESPP	387,770	—		25.7		—		—		—	—		—		25.7
RSUs released and stock grant awards issued	2,433,671	—		—		—		—		—	—		—		—
Warrants and bond hedges, net - 0% Notes	—	—		(171.5)		—		—		—	—		—		(171.5)
Tax impact of warrants and bond hedges, net	—	—		92.3		—		—		—	—		—		92.3
Partial settlement - 0% Notes	794	—		—		—		—		—	—		—		—
Partial settlement of bond hedges - 0% Notes	—	—		0.1		—		—		(785)	(0.1)		—		—
Partial settlement of Warrants - 0% Notes	179	—		—		—		—		—	—		—		—
Partial settlement - 1.625% Notes	5,091,710	0.1		(0.1)		—		—		—	—		—		—
Partial settlement of bond hedges - 1.625% Notes	—	—		472.4		—		—		(5,091,752)	(472.4)		—		—
Partial settlement of warrants - 1.625% Notes	159	—		—		—		—		—	—		—		—
Payment of tax withholding for RSUs	—	—		—		—		—		(805,107)	(67.1)		—		(67.1)
Share-based compensation	—	—		121.1		—		—		—	—		—		121.1
Repurchase of common stock	—	—		—		—		—		(7,566,628)	(568.1)		—		(568.1)
Dividend to non-controlling shareholder	—	—		—		—		—		—	—		(2.4)		(2.4)


Comprehensive income (loss)	—	—		—		(22.0)		2,183.7		—	—		1.9		2,163.6
Balance at December 31, 2023	616,281,996	6.2		5,210.9		(45.2)		6,548.1		(189,895,570)	(3,937.4)		18.0		7,800.6
Shares issued pursuant to the ESPP	435,407	—		25.2		—		—		—	—		—		25.2
RSUs released and stock grant awards issued	1,909,867	—		—		—		—		—	—		—		—
Partial settlement - 0% Notes	53	—		—		—		—		—	—		—		—

Settlement of Warrants - 0% Notes	14	—		—		—		—		—	—		—		—
Settlement of warrants - 1.625% Notes	4,028,216	—		—		—		—		—	—		—		—
Payment of tax withholding for RSUs	—	—		—		—		—		(676,539)	(50.8)		—		(50.8)
Share-based compensation	—	—		136.1		—		—		—	—		—		136.1
Repurchase of common stock	—	—		—		—		—		(9,128,271)	(652.3)		—		(652.3)
Dividend to non-controlling shareholder	—	—		—		—		—		—	—		(1.7)		(1.7)
Comprehensive income (loss)	—	—		—		(17.2)		1,572.8		—	—		1.8		1,557.4
Balance at December 31, 2024	622,655,553	$	6.2	$	5,372.2	$	(62.4)	$	8,120.9	(199,700,380)	$	(4,640.5)	$	18.1	$	8,814.5


	PSG (1)		AMG (1)		ISG		Total
Year ended December 31, 2024:
Revenue from external customers	$	3,348.2	$	2,609.1	$	1,125.0	$	7,082.3
Cost of revenue	1,963.8		1,302.8		599.6		3,866.2
Segment gross profit	$	1,384.4	$	1,306.3	$	525.4	$	3,216.1

Year ended December 31, 2023:
Revenue from external customers	$	3,880.4	$	3,057.1	$	1,315.5	$	8,253.0
Cost of revenue	2,058.5		1,635.8		675.2		4,369.5
Segment gross profit	$	1,821.9	$	1,421.3	$	640.3	$	3,883.5

Year ended December 31, 2022:
Revenue from external customers	$	3,467.1	$	3,582.4	$	1,276.7	$	8,326.2
Cost of revenue	1,866.7		1,714.0		668.3		4,249.0
Segment gross profit	$	1,600.4	$	1,868.4	$	608.4	$	4,077.2


	Year ended December 31, 2024
	PSG		AMG		ISG		Total
Geographic Location:
Hong Kong	$	876.1	$	661.6	$	241.6	$	1,779.3
Singapore	991.0		617.1		125.1		1,733.2
United Kingdom	712.8		502.5		422.5		1,637.8
United States	525.4		596.7		185.4		1,307.5
Other	242.9		231.2		150.4		624.5
Total	$	3,348.2	$	2,609.1	$	1,125.0	$	7,082.3

Sales Channel:
Distributors	$	2,051.5	$	1,338.7	$	369.4	$	3,759.6
Direct Customers	1,296.7		1,270.4		755.6		3,322.7

Total	$	3,348.2	$	2,609.1	$	1,125.0	$	7,082.3


	Year ended December 31, 2023
	PSG (1)		AMG (1)		ISG		Total
Geographic Location:
Hong Kong	$	1,151.7	$	764.2	$	252.7	$	2,168.6
Singapore	1,095.1		640.4		203.3		1,938.8
United Kingdom	769.9		647.6		335.9		1,753.4
United States	604.3		642.1		327.3		1,573.7
Other	259.4		362.8		196.3		818.5
Total	$	3,880.4	$	3,057.1	$	1,315.5	$	8,253.0

Sales Channel:
Distributors	$	2,238.6	$	1,494.2	$	576.3	$	4,309.1
Direct Customers	1,641.8		1,562.9		739.2		3,943.9

Total	$	3,880.4	$	3,057.1	$	1,315.5	$	8,253.0


	Year ended December 31, 2022
	PSG (1)		AMG (1)		ISG		Total
Geographic Location:
Hong Kong	$	1,083.1	$	974.5	$	258.2	$	2,315.8
Singapore	955.7		978.2		200.0		2,133.9
United Kingdom	617.9		598.9		275.5		1,492.3
United States	543.7		585.6		335.4		1,464.7
Other	266.7		445.2		207.6		919.5
Total	$	3,467.1	$	3,582.4	$	1,276.7	$	8,326.2

Sales Channel:
Distributors	$	2,167.5	$	1,948.4	$	691.4	$	4,807.3
Direct Customers	1,299.6		1,634.0		585.3		3,518.9

Total	$	3,467.1	$	3,582.4	$	1,276.7	$	8,326.2


	As of December 31,
	2024		2023
South Korea	$	1,423.8	$	1,360.8
United States	1,410.8		1,456.5
Czech Republic	612.3		559.7
China	228.8		252.2
Philippines	208.1		252.9
Malaysia	183.1		199.3

Vietnam	155.3		164.3
Other	139.2		155.8
Total	$	4,361.4	$	4,401.5


	Purchase Price Allocation
Inventories	$	3.3
Other current assets	4.4
Property, plant and equipment	396.5
Other non-current assets	11.4


Total assets acquired	415.6
Current liabilities	3.0
Other long-term liabilities	6.3
Total liabilities assumed	9.3
Net assets acquired/purchase price	$	406.3


	As of December 31, 2024						As of December 31, 2023
Operating and Reportable Segments	Goodwill		Accumulated Impairment Losses		Reallocation		Carrying Value		Goodwill		Accumulated Impairment Losses		Carrying Value
AMG	$	1,536.4	$	(748.9)	$	25.9	$	813.4	$	1,536.4	$	(748.9)	$	787.5
PSG	708.0		(31.9)		(25.9)		650.2		708.0		(31.9)		676.1
ISG	124.3		—		—		124.3		114.0		—		114.0
Total	$	2,368.7	$	(780.8)	$	—	$	1,587.9	$	2,358.4	$	(780.8)	$	1,577.6


Net balance as of December 31, 2023	$	1,577.6




Addition due to business acquisition	10.3

Net balance as of December 31, 2024	$	1,587.9


	As of December 31, 2024
	Original Cost		Accumulated Amortization		Accumulated Impairment Losses		Carrying Value

Customer relationships	$	581.7	$	(483.5)	$	(36.3)	$	61.9

Developed technology	956.3		(739.7)		(40.7)		175.9




Licenses	30.0		(9.9)		—		20.1
Other intangibles	79.1		(63.9)		(15.2)		—
Total	$	1,647.1	$	(1,297.0)	$	(92.2)	$	257.9



2025	$	48.0
2026	41.8
2027	36.0
2028	31.0
2029	30.3
Thereafter	70.8
Total estimated amortization expense	$	257.9


	Restructuring		Asset Impairments			Other			Total
Year ended December 31, 2024:
2024 Business Realignment	$	75.7	$	37.8	(1)	$	16.3	(2)	$	129.8

Other	0.3		—			3.8			4.1
Total	$	76.0	$	37.8		$	20.1		$	133.9
Year ended December 31, 2023:

2023 Business Realignment	$	59.1	$	9.3	(1)	$	2.8		$	71.2

Other	(0.6)		10.2		(3)	(5.9)			3.7
Total	$	58.5	$	19.5		$	(3.1)		$	74.9
Year ended December 31, 2022:
QCS wind down	$	12.6	$	18.6		$	18.9	(4)	$	50.1


Other	(1.4)		4.0			(34.8)		(5)	(32.2)
Total	$	11.2	$	22.6		$	(15.9)		$	17.9


	Accrued Restructuring
Balance as of December 31, 2022	$	4.4
Charges	58.5
Usage	(45.0)
Balance as of December 31, 2023	17.9
Charges	76.0
Usage	(39.5)
Balance as of December 31, 2024	$	54.4