On Semiconductor Corp Files 2024 10-K

TL;DR

ON SEMI FILED 2024 10-K. FULL FINANCIALS OUT.

AI Summary

On Semiconductor Corporation filed its 2024 10-K on February 10, 2025, reporting on its fiscal year ending December 31, 2024. The filing details the company's financial performance and business operations within the semiconductors and related devices industry. Key financial data and disclosures are presented for the reporting period.

Why It Matters

This 10-K filing provides investors and analysts with a comprehensive overview of On Semiconductor's financial health and strategic direction for the fiscal year 2024, influencing investment decisions.

Risk Assessment

Risk Level: low — This is a standard annual financial filing with no immediate red flags or unusual disclosures.

Key Numbers

• 2024 — Fiscal Year (The period covered by the 10-K filing.)
• 1231 — Fiscal Year End (Indicates the end date of the reporting period.)
• 0001628280-25-004557 — Accession Number (Unique identifier for this SEC filing.)

Key Players & Entities

• ON SEMICONDUCTOR CORP (company) — Filer of the 10-K
• 20241231 (date) — Fiscal year end
• 20250210 (date) — Filing date
• 3674 (industry_code) — Standard Industrial Classification for Semiconductors & Related Devices

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share ON The Nasdaq Stock Market LL
• $1.97 billion — Quantenna division Revolver due 2024 A $1.97 billion revolving credit facility created pursu
• $1.5 billion — Contents 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
• $118.8 million — ., and certain of its subsidiaries, for $118.8 million in cash, subject to working capital adj
• $75.7 m — other related charges of approximately $75.7 million, $37.8 million and $16.3 million,
• $37.8 million — charges of approximately $75.7 million, $37.8 million and $16.3 million, respectively. See No
• $16.3 m — mately $75.7 million, $37.8 million and $16.3 million, respectively. See Note 7: ''Rest
• $650 m — gregate purchase price of approximately $650 million, which excludes fees, commissions
• $59.1 million — ts and related charges of approximately $59.1 million related to these actions in 2023. See N
• $119.6 million — ayment On October 16, 2023, we repaid $119.6 million of the remaining outstanding principal
• $375.0 million — set to mature 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
• $1,086.0 million — generated from operations (i) to repay $1,086.0 million of the outstanding indebtedness under t
• $171.5 million — nsaction fees and expenses, (ii) to pay $171.5 million net cost of the related convertible not

Filing Documents

• on-20241231.htm (10-K) — 2643KB
• exhibit103j-ned2024rsuagre.htm (EX-10.3(J)) — 57KB
• exhibit191-2024form10xkins.htm (EX-19.1) — 136KB
• exhibit211-listofsubsidiar.htm (EX-21.1) — 39KB
• exhibit2312024formconforme.htm (EX-23.1) — 2KB
• exhibit2412024formpowerofa.htm (EX-24.1) — 23KB
• exhibit3112024form10-kfinal.htm (EX-31.1) — 10KB
• exhibit3122024form10-kfinal.htm (EX-31.2) — 10KB
• exhibit322024form10-kfinal.htm (EX-32) — 6KB
• image_1a.jpg (GRAPHIC) — 25KB
• image_1b.jpg (GRAPHIC) — 25KB
• on-20241231_g1.jpg (GRAPHIC) — 24KB
• 0001628280-25-004557.txt ( ) — 15555KB
• on-20241231.xsd (EX-101.SCH) — 91KB
• on-20241231_cal.xml (EX-101.CAL) — 167KB
• on-20241231_def.xml (EX-101.DEF) — 519KB
• on-20241231_lab.xml (EX-101.LAB) — 1191KB
• on-20241231_pre.xml (EX-101.PRE) — 876KB
• on-20241231_htm.xml (XML) — 2584KB

Business

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

Risk Factors 16 Item 1B. Unresolved Staff Comments 29 Item 1C. Cybersecurity 29 Item 2.

Properties

Properties 31 Item 3.

Legal Proceedings

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

Management's Discussion and Analysis of Financial Condition and Results of Operations 33 Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 43 Item 8.

Financial Statements and Supplementary Data

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

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

Executive Compensation 46 Item 12.

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

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

Signatures 52 (See the glossary immediately following this table of contents for definitions of certain abbreviated terms) 2 Table of Contents 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 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 fiel

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. We are utilizing our extensive range of power technologies to help address the growing power demands of AI and data centers. 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 and industrial power. 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, 2024,

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View this 10-K filing on SEC EDGAR