ON Semi's Q3 Revenue Dips 12%, Net Income Plunges 36.5%

Ticker: ON · Form: 10-Q · Filed: Nov 3, 2025 · CIK: 1097864

Sentiment: bearish

Topics: Semiconductors, Earnings Decline, Asset Impairment, Restructuring, Share Repurchase, Financial Performance, 10-Q Filing

Related Tickers: ON, SMH, SOXX

TL;DR

**ON's Q3 numbers are a red flag, with revenue and profit drops signaling tough times ahead despite aggressive buybacks.**

AI Summary

ON Semiconductor Corporation reported a significant decline in financial performance for the quarter ended October 3, 2025, with revenue decreasing by 12.0% to $1,550.9 million from $1,761.9 million in the prior year. Net income attributable to ON Semiconductor Corporation plummeted by 36.5% to $255.0 million, down from $401.7 million in the quarter ended September 27, 2024. For the nine months ended October 3, 2025, the company recorded a net loss of $60.8 million, a stark contrast to the net income of $1,192.9 million in the same period of 2024. This downturn was largely driven by a substantial increase in 'Restructuring, asset impairments and other, net' expenses, which surged to $608.1 million for the nine months ended October 3, 2025, compared to $103.0 million in the prior year. Operating income also saw a dramatic shift, moving from a gain of $1,359.1 million in the first nine months of 2024 to an operating loss of $115.9 million in the current nine-month period. Cash and cash equivalents decreased from $2,691.3 million at December 31, 2024, to $2,472.5 million at October 3, 2025, while total assets declined from $14,089.8 million to $13,010.2 million over the same period. The company also significantly increased its common stock repurchases, spending $927.4 million in the nine months ended October 3, 2025, compared to $450.0 million in the prior year.

Why It Matters

This filing reveals a challenging period for ON Semiconductor, with significant declines in revenue and net income, largely due to substantial restructuring and asset impairment charges. For investors, the shift to a net loss for the nine-month period and the increased share repurchases, despite declining profitability, signal potential concerns about capital allocation and future growth prospects in a competitive semiconductor market. Employees might face uncertainty given the restructuring activities, which often involve workforce adjustments. Customers could see potential impacts on product roadmaps or supply chain stability if these financial pressures persist. The broader market will watch how ON Semiconductor navigates these headwinds, especially in the context of global semiconductor demand and the company's strategic focus on SiC and ADAS technologies.

Risk Assessment

Risk Level: high — The risk level is high due to the significant decline in net income, which fell by 36.5% quarter-over-quarter, and the substantial net loss of $60.8 million for the nine months ended October 3, 2025, compared to a net income of $1,192.9 million in the prior year. This is exacerbated by a massive increase in 'Restructuring, asset impairments and other, net' expenses to $608.1 million for the nine-month period, indicating significant operational challenges and potential write-downs of assets.

Analyst Insight

Investors should exercise caution and thoroughly review the details of the restructuring and asset impairment charges. Consider if the current valuation adequately reflects the significant decline in profitability and the strategic rationale behind the increased share repurchases amidst these financial headwinds. A deeper dive into segment performance, particularly in PSG, AMG, and ISG, is warranted to understand specific areas of weakness.

Financial Highlights

revenue
$1,550.9M
total Assets
$13,010.2M
total Debt
$3,353.1M
net Income
$255.0M
gross Margin
37.9%
cash Position
$2,472.5M
revenue Growth
-12.0%

Revenue Breakdown

SegmentRevenueGrowth
Power Solutions Group (PSG)$737.6M-11.1%
Analog and Mixed-Signal Group (AMG)$583.3M-10.8%
Intelligent Sensing Group (ISG)$230.0M-17.5%
Distributors$895.4M-10.0%
Direct customers$655.5M-10.0%

Key Numbers

Key Players & Entities

FAQ

What were ON Semiconductor's revenues for the quarter ended October 3, 2025?

ON Semiconductor's revenues for the quarter ended October 3, 2025, were $1,550.9 million, a decrease from $1,761.9 million in the same quarter of the previous year.

How did ON Semiconductor's net income change year-over-year for the quarter?

Net income attributable to ON Semiconductor Corporation decreased to $255.0 million for the quarter ended October 3, 2025, down from $401.7 million for the quarter ended September 27, 2024, representing a 36.5% decline.

What was the impact of restructuring and asset impairments on ON Semiconductor's financials?

Restructuring, asset impairments and other, net expenses significantly increased to $608.1 million for the nine months ended October 3, 2025, compared to $103.0 million for the same period in 2024, contributing to an operating loss.

What is ON Semiconductor's current cash position?

As of October 3, 2025, ON Semiconductor reported cash and cash equivalents of $2,472.5 million, a decrease from $2,691.3 million at December 31, 2024.

How many shares of common stock did ON Semiconductor have outstanding?

As of the close of business on October 29, 2025, ON Semiconductor had 402,378,412 shares of common stock outstanding.

What are ON Semiconductor's main operating segments?

ON Semiconductor is organized into three operating and reportable segments: the Power Solutions Group (PSG), the Analog and Mixed-Signal Group (AMG), and the Intelligent Sensing Group (ISG).

Did ON Semiconductor repurchase any common stock during the period?

Yes, ON Semiconductor repurchased common stock totaling $927.4 million for the nine months ended October 3, 2025, an increase from $450.0 million in the prior year period.

What was ON Semiconductor's gross profit for the quarter?

For the quarter ended October 3, 2025, ON Semiconductor's gross profit was $587.2 million, a decrease from $799.4 million in the quarter ended September 27, 2024.

What is the definition of '0% Notes' in ON Semiconductor's filing?

In ON Semiconductor's filing, '0% Notes' refers to the 0% Convertible Senior Notes due 2027.

What is the significance of the 'Assets Held-for-Sale' classification for ON Semiconductor?

ON Semiconductor classifies assets as held-for-sale when management commits to a plan to sell them, they are available for immediate sale, and a sale is probable within one year, with these assets measured at the lower of their carrying value or fair value less costs to sell.

Risk Factors

Industry Context

The semiconductor industry is highly cyclical and capital-intensive, with demand heavily influenced by global economic conditions and technological advancements. ON Semiconductor operates in competitive segments including automotive, industrial, cloud, and communications, facing pressure from both larger diversified players and specialized chip manufacturers. Recent trends show a softening in demand across some consumer-facing electronics, while automotive and industrial sectors remain relatively resilient but are not immune to broader economic slowdowns.

Regulatory Implications

As a global semiconductor manufacturer, ON Semiconductor is subject to various regulations concerning trade, environmental standards, and product safety in the regions it operates. Changes in international trade policies, tariffs, or export controls could impact supply chains and market access. Compliance with evolving environmental regulations and cybersecurity standards is also crucial for maintaining operations and market reputation.

What Investors Should Do

  1. Monitor the impact of restructuring and impairment charges
  2. Analyze the sustainability of share repurchase program
  3. Evaluate segment performance and market trends
  4. Assess cash flow generation and liquidity

Key Dates

Glossary

Restructuring, asset impairments and other, net
Expenses related to significant changes in business operations, write-downs of asset values, and other unusual or infrequent items. (A substantial increase in these charges significantly impacted the company's profitability and operating income in the nine months ended October 3, 2025.)
Power Solutions Group (PSG)
One of ON Semiconductor's three operating segments, likely focused on power management integrated circuits and discrete power devices. (This segment experienced a notable revenue decline, contributing to the overall decrease in company revenue.)
Analog and Mixed-Signal Group (AMG)
One of ON Semiconductor's operating segments, dealing with analog and mixed-signal semiconductor products. (This segment also saw a decrease in revenue, though less pronounced than PSG or ISG.)
Intelligent Sensing Group (ISG)
One of ON Semiconductor's operating segments, likely focused on sensors and related technologies for intelligent applications. (This segment experienced the largest percentage revenue decline, indicating significant market challenges.)
Assets held-for-sale
Assets that management has committed to sell and are available for immediate sale, expected to be completed within one year. (The increase in these assets from $5.3M to $70.5M suggests potential divestitures or restructuring activities.)
Treasury stock
Shares of the company's own stock that have been repurchased and are held by the company. (The significant increase in treasury stock reflects the company's substantial common stock repurchase program.)

Year-Over-Year Comparison

ON Semiconductor Corporation's financial performance has deteriorated significantly compared to the prior year. Revenue for the nine months ended October 3, 2025, fell to $4,465.3 million from $5,359.8 million in the same period of 2024, a decrease of 16.7%. This downturn is starkly illustrated by the shift from a $1,359.1 million operating income to an operating loss of $115.9 million, largely driven by a massive increase in restructuring, asset impairments, and other net expenses from $103.0 million to $608.1 million. Consequently, net income attributable to ON Semiconductor Corporation for the quarter also dropped by 36.5% to $255.0 million, and the nine-month period resulted in a net loss of $60.8 million compared to a substantial profit of $1,192.9 million in the prior year.

Filing Stats: 4,876 words · 20 min read · ~16 pages · Grade level 6.6 · Accepted 2025-11-03 11:13:30

Key Financial Figures

Filing Documents

: Financial Information

Part I: Financial Information

Financial Statements (unaudited)

Item 1. Financial Statements (unaudited) 4 Consolidated Balance Sheets 4 Consolidated Statements of Operations and Comprehensive Income 5 Consolidated Statements of Stockholders' Equity 6 Consolidated Statements of Cash Flows 8

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements 9

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

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 30

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk 40

Controls and Procedures

Item 4. Controls and Procedures 40

: Other Information

Part II: Other Information

Legal Proceedings

Item 1. Legal Proceedings 41

Risk Factors

Item 1A. Risk Factors 41

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 42

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 42

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 42

Other Information

Item 5. Other Information 42

Exhibits

Item 6. Exhibits 43

Signatures

Signatures 44 (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 AI Artificial Intelligence 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 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 Credit Agreement ROU Right-of-use RSU Restricted stock unit SiC Silicon carbide SiC JFET Silicon Carbide Junction Field-Effect Transistor 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

: FINANCIAL INFORMATION

PART I: FINANCIAL INFORMATION

Financial Statements (unaudited)

Item 1. Financial Statements (unaudited) ON SEMICONDUCTOR CORPORATION CONSOLIDATED BALANCE SHEETS (in millions, except share and per share data) (unaudited) October 3, 2025 December 31, 2024 Assets Cash and cash equivalents $ 2,472.5 $ 2,691.3 Short-term investments 400.0 300.0 Receivables, net 943.4 1,160.1 Inventories 2,047.9 2,242.0 Assets held-for-sale 70.5 5.3 Other current assets 396.7 353.3 Total current assets 6,331.0 6,752.0 Property, plant and equipment, net 3,550.6 4,361.4 Goodwill 1,641.6 1,587.9 Intangible assets, net 289.5 257.9 Deferred tax assets 837.5 729.9 ROU financing lease assets 38.7 40.5 Other assets 321.3 360.2 Total assets $ 13,010.2 $ 14,089.8 Liabilities and Stockholders' Equity Accounts payable $ 479.1 $ 574.5 Accrued expenses and other current liabilities 730.8 760.0 Current portion of financing lease liabilities 0.5 0.3 Total current liabilities 1,210.4 1,334.8 Long-term debt 3,353.1 3,345.9 Deferred tax liabilities 41.1 37.6 Long-term financing lease liabilities 23.8 20.7 Other long-term liabilities 455.7 536.3 Total liabilities 5,084.1 5,275.3 Commitments and contingencies (Note 10) ON Semiconductor Corporation stockholders' equity: Common stock ($ 0.01 par value, 1,250,000,000 shares authorized, 624,728,933 and 622,655,553 issued, 405,316,685 and 422,955,173 outstanding, respectively) 6.2 6.2 Additional paid-in capital 5,495.3 5,372.2 Accumulated other comprehensive loss ( 54.4 ) ( 62.4 ) Accumulated earnings 8,060.1 8,120.9 Less: Treasury stock, at cost: 219,412,248 and 199,700,380 shares, respectively ( 5,601.8 ) ( 4,640.5 ) Total ON Semiconductor Corporation stockholders' equity 7,905.4 8,796.4 Non-controlling interest 20.7 18.1 Total stockholders' equity 7,926.1 8,814.5 Total liabilities and stockholders' equity $ 13,010.2 $ 14,089.8 See accompanying notes to consolidated financial statements 4 Table of Contents ON SEMICONDUCTOR CORPORATION CONSOLIDATED STATEMENTS OF OPERATI

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Note 1: Background and Basis of Presentation ON Semiconductor Corporation ("onsemi," "we," "us," "our," or the "Company"), with its wholly and majority-owned subsidiaries, operates under the onsemi TM brand. The Company is organized into three operating and reportable segments: the Power Solutions Group ("PSG"), the Analog and Mixed-Signal Group ("AMG"), and the Intelligent Sensing Group ("ISG"). The Company's fiscal calendar year begins on January 1 and ends on December 31, with each fiscal quarter containing a thirteen-week accounting period. The quarters ended October 3, 2025 and September 27, 2024 each contained 91 days. The nine months ended October 3, 2025 and September 27, 2024 contained 276 days and 271 days, respectively. The accompanying unaudited financial statements as of and for the quarter and nine months ended October 3, 2025 have been prepared following generally accepted accounting principles in the United States of America ("GAAP") for interim financial reporting and the rules and regulations of the SEC for interim reporting. Accordingly, the unaudited financial statements do not include all of the information and footnotes required by GAAP for audited financial statements. The balance sheet as of December 31, 2024 was derived from the Company's audited financial statements but does not include all disclosures required by GAAP for annual financial statements. In management's opinion, the interim information contains all adjustments, which include normal recurring adjustments necessary for a fair statement of the results for the interim periods. The footnote disclosures related to the interim financial information contained herein are also unaudited. Such financial information should be read in conjunction with the consolidated financial statements and related notes thereto for the year ended December 31, 2024, included in the Company's Annual Report on Form 10-K for the year ended Dece

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (unaudited) Long-Lived Assets Held and Used The Company evaluates the recoverability of the carrying amount of its long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset group may not be fully recoverable. For assets to be held and used, the Company groups a long-lived asset or assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Estimates of future cash flows used to test the recoverability of a long-lived asset group include only the future cash flows that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset group. A potential impairment charge is evaluated when the undiscounted expected cash flows derived from an asset group are less than its carrying amount. Impairment losses, if applicable, are measured as the amount by which the carrying value of an asset group exceeds its fair value. Judgment is used when applying these impairment rules to determine the timing of the impairment test, the undiscounted cash flows used to assess impairments and the fair value of the asset group. Assets Held-for-Sale The Company classifies assets as held-for-sale in the period when all of the following conditions are met: (i) management, having the authority to approve the action, commits to a plan to sell the assets; (ii) the assets are available for immediate sale in their present condition subject only to terms that are usual and customary for sales of such assets; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the assets have been initiated; (iv) the sale of the assets is probable, and transfer of the assets is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (unaudited) Revenue and gross profit for the operating and reportable segments were as follows (in millions): PSG AMG ISG Total For the quarter ended October 3, 2025: Revenue from external customers $ 737.6 $ 583.3 $ 230.0 $ 1,550.9 Cost of revenue 527.4 287.2 149.1 963.7 Segment gross profit $ 210.2 $ 296.1 $ 80.9 $ 587.2 For the quarter ended September 27, 2024: Revenue from external customers $ 829.4 $ 653.7 $ 278.8 $ 1,761.9 Cost of revenue 484.5 328.4 149.6 962.5 Segment gross profit $ 344.9 $ 325.3 $ 129.2 $ 799.4 For the nine months ended October 3, 2025: Revenue from external customers $ 2,080.9 $ 1,705.6 $ 678.8 $ 4,465.3 Cost of revenue 1,566.7 826.8 638.9 3,032.4 Segment gross profit $ 514.2 $ 878.8 $ 39.9 $ 1,432.9 For the nine months ended September 27, 2024: Revenue from external customers $ 2,538.8 $ 1,998.5 $ 822.5 $ 5,359.8 Cost of revenue 1,479.7 1,012.5 430.6 2,922.8 Segment gross profit $ 1,059.1 $ 986.0 $ 391.9 $ 2,437.0 The Company had one customer, a distributor, whose revenue accounted for approximately 12 % of total revenue for the quarters ended October 3, 2025 and September 27, 2024 and approximately 13 % and 11 % of the total revenue for the nine months ended October 3, 2025 and September 27, 2024, respectively, across all reportable segments. That same customer, a distributor, accounted for approximately 10 % of the Company's accounts receivable balance as of October 3, 2025, and a different customer, also a distributor, accounted for approximately 13 % of the Company's accounts receivable balance as of December 31, 2024 across all reportable segments. 11 Table of Contents ON SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (unaudited) Revenue for the operating and reportable segments disaggregated into geographic locations based on sales billed from the respective country and sales channel was as follows (in millions): Quarter Ended October 3, 2025 PSG AMG ISG Total Geographic Location: Hong Kong $ 225.4 $ 161.1 $ 38.4 $ 424.9 Singapore 177.7 122.1 20.3 320.1 United Kingdom 135.2 104.3 75.5 315.0 United States 140.8 164.6 35.1 340.5 Other 58.5 31.2 60.7 150.4 Total $ 737.6 $ 583.3 $ 230.0 $ 1,550.9 Sales Channel: Distributors $ 455.2 $ 322.0 $ 118.2 $ 895.4 Direct customers 282.4 261.3 111.8 655.5 Total $ 737.6 $ 583.3 $ 230.0 $ 1,550.9 Nine Months Ended October 3, 2025 PSG AMG ISG Total Geographic Location: Hong Kong $ 591.8 $ 462.4 $ 154.1 $ 1,208.3 Singapore 502.2 357.3 61.3 920.8 United Kingdom 446.1 329.6 234.2 1,009.9 United States 376.8 441.1 93.1 911.0 Other 164.0 115.2 136.1 415.3 Total $ 2,080.9 $ 1,705.6 $ 678.8 $ 4,465.3 Sales Channel: Distributors $ 1,229.7 $ 901.4 $ 313.0 $ 2,444.1 Direct customers 851.2 804.2 365.8 2,021.2 Total $ 2,080.9 $ 1,705.6 $ 678.8 $ 4,465.3 12 Table of Contents ON SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (unaudited) Quarter Ended September 27, 2024 PSG AMG ISG Total Geographic Location: Hong Kong $ 215.6 $ 186.6 $ 64.7 $ 466.9 Singapore 276.3 146.0 27.2 449.5 United Kingdom 178.8 117.3 99.7 395.8 United States 89.5 147.3 45.1 281.9 Other 69.2 56.5 42.1 167.8 Total $ 829.4 $ 653.7 $ 278.8 $ 1,761.9 Sales Channel: Distributors $ 539.3 $ 370.3 $ 86.5 $ 996.1 Direct customers 290.1 283.4 192.3 765.8 Total $ 829.4 $ 653.7 $ 278.8 $ 1,761.9 Nine Months Ended September 27, 2024 PSG AMG ISG Total Geographic Location: Hong Kong $ 649.2 $ 498.5 $ 178.1 $ 1,325.8 Singapore 689.7 493.0 90.3 1,273.0 United Kingdom 569.1 373.8 310.7 1,253.6 United States 442.5 452.4 130.8 1,025.7 Other 188.3 180.8 112.6 481.7 Total $ 2,538.8 $ 1,998.5 $ 822.5 $ 5,359.8 Sales Channel: Distributors $ 1,504.9 $ 1,062.3 $ 289.9 $ 2,857.1 Direct customers 1,033.9 936.2 532.6 2,502.7 Total $ 2,538.8 $ 1,998.5 $ 822.5 $ 5,359.8 The Company operates in various geographic locations. Sales to external customers have little correlation to where products are manufactured or the location of the end-customer. It is, therefore, not meaningful to present operating profit by geographical location. The Company does not discretely allocate assets to its operating segments, nor does management evaluate operating segments using discrete asset information. The consolidated assets used in manufacturing are generally shared and are not specifically ascribed to operating and reportable segments. 13 Table of Contents ON SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (unaudited) Property, plant and equipment, net by geographic location, is summarized below (in millions): As of October 3, 2025 December 31, 2024 South Korea $ 1,222.4 $ 1,423.8 United States 1,103.8 1,410.8 Czech Republic 446.4 612.3 China 195.5 228.8 Philippines 169.5 208.1 Malaysia 152.9 183.1 Vietnam 136.7 155.3 Other 123.4 139.2 Total $ 3,550.6 $ 4,361.4 Revenue The Company's revenue derives primarily from product sales and to a much lesser extent from manufacturing services and product development agreements. For each of the quarters and nine months ended October 3, 2025 and September 27, 2024, revenue recognized from product sales as a percentage of total revenue was approximately 99 % and revenue recognized from manufacturing services and product development agreemen

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