ON Semiconductor Corp. Files 2023 Annual Report on Form 10-K

TL;DR

<b>ON Semiconductor Corp. has officially filed its comprehensive 2023 annual report (10-K) with the SEC.</b>

AI Summary

ON SEMICONDUCTOR CORP (ON) filed a Annual Report (10-K) with the SEC on February 5, 2024. ON Semiconductor Corp. filed its 2023 Form 10-K on February 5, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located in Scottsdale, Arizona. ON Semiconductor Corp. is classified under SIC code 3674 for Semiconductors & Related Devices. The filing includes financial data and operational details for the fiscal year 2023.

Why It Matters

For investors and stakeholders tracking ON SEMICONDUCTOR CORP, this filing contains several important signals. This 10-K filing provides a detailed overview of ON Semiconductor's financial performance, strategic initiatives, and risk factors for the fiscal year 2023, offering investors crucial insights into the company's operations and outlook. As a key player in the semiconductor industry, the company's annual report is essential for understanding its competitive positioning, market trends, and future growth prospects in areas like automotive and industrial applications.

Risk Assessment

Risk Level: medium — ON SEMICONDUCTOR CORP shows moderate risk based on this filing. The company operates in the highly competitive and cyclical semiconductor industry, which is subject to rapid technological changes and global economic fluctuations, as evidenced by the detailed financial statements and risk factor disclosures in the 10-K.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 10-K to assess ON Semiconductor's performance and strategic direction in the dynamic semiconductor market.

Key Numbers

• 20231231 — Fiscal Year End (Conformed Period of Report)
• 20240205 — Filing Date (Filed as of Date)
• 135 — Public Document Count (Document count)
• 363840979 — IRS Number (Filer's IRS Number)

Key Players & Entities

• ON SEMICONDUCTOR CORP (company) — Filer name
• 0001097864 (company) — Central Index Key
• 3674 (company) — Standard Industrial Classification
• DE (company) — State of Incorporation
• 5701 NORTH PIMA ROAD (company) — Business Address Street 1
• SCOTTSDALE (company) — Business Address City
• AZ (company) — Business Address State
• 85250 (company) — Business Address ZIP

Forward-Looking Statements

• ON Semiconductor will continue to focus on its core 'SEMICONDUCTORS & RELATED DEVICES' business. (ON SEMICONDUCTOR CORP) — high confidence, target: 2025-12-31

FAQ

Industry Context

ON Semiconductor Corp. operates within the semiconductor industry, a sector critical to global technology and manufacturing, characterized by innovation and cyclical demand.

Regulatory Implications

The company is subject to various U.S. federal securities laws and regulations, including the Securities Exchange Act of 1934, which mandate the filing of annual reports like the 10-K.

What Investors Should Do

1. Analyze the financial statements within the 10-K for revenue, net income, and cash flow trends.
2. Review the 'Risk Factors' section to understand potential challenges and their impact on the company.
3. Examine management's discussion and analysis (MD&A) for strategic insights and outlook.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-02-05: Filing Date — Date the 10-K was officially submitted to the SEC.

Year-Over-Year Comparison

This filing is the annual 10-K for the fiscal year ended December 31, 2023, providing a comprehensive update compared to previous filings.

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share ON The Nasdaq Stock Market LL
• $1.97 billion — enna division 3 Revolver due 2024 A $1.97 billion revolving credit facility created pursu
• $1.5 billion — Agreement Revolving Credit Facility A $1.5 billion revolving credit facility created pursu
• $2.4 billion — diode arrays Term Loan "B" Facility A $2.4 billion term loan "B" facility created pursuant
• $59.1 million — ce and related charges of approximately $59.1 million related to these actions in 2023. 202
• $1,086.0 million — generated from operations to (i) repay $1,086.0 million of the outstanding indebtedness under t
• $171.5 million — transaction fees and expenses, (ii) pay $171.5 million net cost of the related convertible not
• $375.0 million — was maturing on June 28, 2024. We drew $375.0 million against the Revolving Credit Facility a
• $125.0 million — lver due 2024. We had previously repaid $125.0 million of the outstanding balance under the Re
• $1.1 billion — December 31, 2023, we had approximately $1.1 billion available under the Revolving Credit Fa
• $119.6 million — ayment On October 16, 2023, we repaid $119.6 million of the remaining outstanding principal
• $434.9 m — purchase price for the acquisition was $434.9 million, which included cash consideratio
• $424.6 million — n, which included cash consideration of $424.6 million and effective settlement of pre-acquisi
• $10.0 m — on balances (non-cash) of approximately $10.0 million, in exchange for all of the outst
• $406.3 million — nc. ("GFUS") for total consideration of $406.3 million. We paid GFUS $236.3 million, $100.0 mi

Filing Documents

• on-20231231.htm (10-K) — 2737KB
• exhibit1014formofnewemploy.htm (EX-10.14) — 152KB
• exhibit211-listofsubsidiar.htm (EX-21.1) — 42KB
• exhibit2312023formconforme.htm (EX-23.1) — 2KB
• exhibit2412023formpowerofa.htm (EX-24.1) — 26KB
• exhibit3112023form10-kfinal.htm (EX-31.1) — 10KB
• exhibit3122023form10-kfinal.htm (EX-31.2) — 10KB
• exhibit322023form10-kfinal.htm (EX-32) — 6KB
• exhibit97doddfrankclawback.htm (EX-97) — 42KB
• image_0.jpg (GRAPHIC) — 25KB
• on-20231231_g1.jpg (GRAPHIC) — 125KB
• 0001628280-24-003201.txt (&nbsp;) — 16555KB
• on-20231231.xsd (EX-101.SCH) — 99KB
• on-20231231_cal.xml (EX-101.CAL) — 170KB
• on-20231231_def.xml (EX-101.DEF) — 611KB
• on-20231231_lab.xml (EX-101.LAB) — 1335KB
• on-20231231_pre.xml (EX-101.PRE) — 959KB
• on-20231231_htm.xml (XML) — 2750KB

Business 5

Item 1. Business 5 Overview 5 Revenue Generating Activities 6 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

Risk Factors 15

Item 1A. Risk Factors 15

Unresolved Staff Comments 28

Item 1B. Unresolved Staff Comments 28

Cybersecurity 28

Item 1C. Cybersecurity 28

Properties 30

Item 2. Properties 30

Legal Proceedings 30

Item 3. Legal Proceedings 30

Mine Safety Disclosure 31

Item 4. Mine Safety Disclosure 31 Part II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 31

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 31

[Reserved] 32

Item 6. [Reserved] 32

Management's Discussion and Analysis of Financial Condition and Results of Operations 32

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 32

Quantitative and Qualitative Disclosures about Market Risk 43

Item 7A. Quantitative and Qualitative Disclosures about Market Risk 43

Financial Statements and Supplementary Data 43

Item 8. Financial Statements and Supplementary Data 43

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 44

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 44

Controls and Procedures 44

Item 9A. Controls and Procedures 44

Other Information 44

Item 9B. Other Information 44

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 45

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 45 Part III

Directors, Executive Officers and Corporate Governance 45

Item 10. Directors, Executive Officers and Corporate Governance 45

Executive Compensation 45

Item 11. Executive Compensation 45

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 45

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 45

Certain Relationships and Related Transactions, and Director Independence 45

Item 13. Certain Relationships and Related Transactions, and Director Independence 45

Principal Accountant Fees and Services 45

Item 14. Principal Accountant Fees and Services 45 Part IV

Exhibits and Financial Statement Schedules 45

Item 15. Exhibits and Financial Statement Schedules 45

Form 10-K Summary 53

Item 16. Form 10-K Summary 53 Signatures 54 (See the glossary immediately following this table of contents for definitions of certain abbreviated terms) 2 ON SEMICONDUCTOR CORPORATION FORM 10-K 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 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 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 LIBO Rate 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 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, prov

Business

Item 1. Business Overview ON Semiconductor Corporation, together with its wholly and majority-owned subsidiaries, which operate under the onsemi TM brand ("onsemi," "we," "us," "our," or the "Company"), was incorporated under the laws of the state of Delaware in 1992. We provide intelligent power and intelligent sensing solutions with a primary focus towards automotive and industrial markets to help our customers solve challenging problems and create cutting-edge products for a better future. Our intelligent power technologies enable the electrification of the automotive industry that allows for lighter and longer-range electric vehicles, empowers efficient fast-charging systems and propels sustainable energy for the highest efficiency solar strings, industrial power and storage systems. Our intelligent power solutions for the automotive industry allow our customers to exceed range targets with lower weight and reduce system cost through efficiency. Our intelligent sensing technologies support the next generation industry, allowing for smarter factories and buildings while also enhancing the automotive mobility experience with imaging and depth sensing that make advanced vehicle safety and automated driving systems possible. We believe the evolution of the automotive industry, with advancements in autonomous driving, ADAS, vehicle electrification, and the increase in electronics content for vehicle platforms, is reshaping the boundaries of transportation. Through sensing integration, we believe our intelligent power solutions achieve superior efficiencies compared to our peers. This integration allows lower temperature operation and reduced cooling requirements while saving costs and minimizing weight. In addition, our power solutions deliver power with less die per module, achieving higher range for a given battery capacity. As of December 31, 2023, we were organized into the following three operating and reportable segments: the Power Solutions Group ("P

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View this 10-K filing on SEC EDGAR