ON Semiconductor 10-Q 2025-04-04

Filed 2025-05-05. 8 sections, 163K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

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 April 4, 2025


☐			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 30, 2025:


Title of Each Class						Number of Shares
Common Stock, par value $0.01 per share						417,885,346

ON SEMICONDUCTOR CORPORATION FORM 10-Q

TABLE OF CONTENTS

Part I: Financial Information



			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			7
			Notes to Consolidated Financial Statements			8
			Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			26
			Item 3. Quantitative and Qualitative Disclosures About Market Risk			32
			Item 4. Controls and Procedures			32

Part II: Other Information




			Item 1. Legal Proceedings			33
			Item 1A. Risk Factors			33
			Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			34
			Item 3. Defaults Upon Senior Securities			34
			Item 4. Mine Safety Disclosures			34
			Item 5. Other Information			34
			Item 6. Exhibits			35
			Signatures			36

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

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.

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

ON SEMICONDUCTOR CORPORATION

CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share data)

(unaudited)


	April 4, 2025		December 31, 2024
Assets
Cash and cash equivalents	$	2,762.5	$	2,691.3
Short-term investments	250.0		300.0
Receivables, net	825.0		1,160.1
Inventories	2,078.2		2,242.0
Assets held-for-sale	45.7		5.3
Other current assets	365.1		353.3

Total current assets	6,326.5		6,752.0

Property, plant and equipment, net	3,840.5		4,361.4
Goodwill	1,641.6		1,587.9
Intangible assets, net	309.2		257.9
Deferred tax assets	745.5		729.9
ROU financing lease assets	39.9		40.5
Other assets	350.7		360.2
Total assets	$	13,253.9	$	14,089.8
Liabilities and Stockholders’ Equity
Accounts payable	$	496.6	$	574.5
Accrued expenses and other current liabilities	781.3		760.0
Current portion of financing lease liabilities	0.4		0.3

Total current liabilities	1,278.3		1,334.8
Long-term debt	3,348.3		3,345.9
Deferred tax liabilities	45.6		37.6
Long-term financing lease liabilities	21.6		20.7
Other long-term liabilities	511.2		536.3
Total liabilities	5,205.0		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, 624,118,249 and 622,655,553 issued, 417,866,634 and 422,955,173 outstanding, respectively)	6.2		6.2
Additional paid-in capital	5,411.4		5,372.2
Accumulated other comprehensive loss	(56.5)		(62.4)
Accumulated earnings	7,634.8		8,120.9
Less: Treasury stock, at cost: 206,251,615 and 199,700,380 shares, respectively	(4,966.0)		(4,640.5)
Total ON Semiconductor Corporation stockholders’ equity	8,029.9		8,796.4
Non-controlling interest	19.0		18.1
Total stockholders’ equity	8,048.9		8,814.5
Total liabilities and stockholders’ equity	$	13,253.9	$	14,089.8

See accompanying notes to consolidated financial statements

ON SEMICONDUCTOR CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(in millions, except per share data)

(unaudited)


	Quarters Ended
	April 4, 2025		March 29, 2024
Revenue	$	1,445.7	$	1,862.7
Cost of revenue	1,151.9		1,009.1
Gross profit	293.8		853.6
Operating expenses:
Research and development	164.1		150.0
Selling and marketing	68.3		69.1
General and administrative	84.4		95.3
Amortization of acquisition-related intangible assets	11.4		12.6
Restructuring, asset impairments and other charges, net	539.3		1.4

Total operating expenses	867.5		328.4
Operating income (loss)	(573.7)		525.2
Other income (expense), net:
Interest expense	(18.0)		(15.6)
Interest income	26.6		27.6



Other income	4.1		1.0
Other income (expense), net	12.7		13.0
Income (loss) before income taxes	(561.0)		538.2
Income tax (provision) benefit	75.8		(84.5)
Net income (loss)	(485.2)		453.7
Less: Net income attributable to non-controlling interest	(0.9)		(0.7)
Net income (loss) attributable to ON Semiconductor Corporation	$	(486.1)	$	453.0


Net income (loss) per share of common stock attributable to ON Semiconductor Corporation:
Basic	$	(1.15)	$	1.06
Diluted	$	(1.15)	$	1.04
Weighted-average shares of common stock outstanding:
Basic	421.3		428.1
Diluted	421.3		436.5

Comprehensive income (loss), net of tax:
Net income (loss)	$	(485.2)	$	453.7
Foreign currency translation adjustments	1.4		(2.3)
Effects of cash flow hedges and other adjustments	4.5		(4.7)

Othe

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

You should read the following discussion in conjunction with our audited historical consolidated financial statements, which are included in the 2024 Form 10-K, and our unaudited consolidated financial statements for the fiscal quarter ended April 4, 2025, which are included elsewhere in this Form 10-Q. This Management's Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. These statements are based on expectations and assumptions as of the date of this Form 10-Q and are subject to risks, uncertainties and other factors. Actual results could differ materially because of the factors discussed below or elsewhere in this Form 10-Q. See Part II, Item 1A. "Risk Factors" of this Form 10-Q and Part I, Item 1A. "Risk Factors" of the 2024 Form 10-K.

Executive Overview

onsemi Overview

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 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. We are utilizing our extensive range of power technologies to address the growing power demands of artificial intelligence and data centers. 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.

Business Strategy Developments

We are focused on generating operating cash and returning capital to our shareholders through our Share Repurchase Program. Our goal is to achieve revenue growth with stable gross margins by capitalizing on high-growth megatrends in our primary end-markets of automotive and industrial infrastructure. Despite the current challenges posed by geopolitical and macroeconomic factors, we continue to optimize and right-size our manufacturing footprint to align our capacity with anticipated long-term growth, while maintaining gross margins through efficiencies. We design products for differentiated markets, focusing on addressing customer needs. We aim to achieve efficiencies in our operating and capital expenditures and invest in research and development initiatives to accelerate growth in high-margin products.

2025 Manufacturing Realignment Program

During the first quarter of 2025, we announced restructuring and cost reduction initiatives based on an evaluation of our operating structure, business strategy, manufacturing technologies and internal capabilities to realign our internal manufacturing capacity and capabilities with anticipated long-term needs.

We expect to incur total severance costs and related benefit expenses of $63 million related to the termination of approximately 2,400 employees. Of this, approximately $60.2 million was recognized during the quarter ended April 4, 2025. Additionally we recorded non-cash impairment charges of $431.5 million during the quarter ended April 4, 2025 relating to previous investments in manufacturing equipment at certain manufacturing facilities pursuant to held-for-sale accounting guidance. Other charges of $44.9 million, comprised of estimated costs associated with selling the equipment and contract termination costs, were incurred as a result of the above initiatives. The total of the aforementioned costs was included within Restructuring, Asset Impairments and Other Charges, Net in the Consolidated Statement of Operations.

Additionally, during the quarter ended April 4, 2025, we recorded $237.7 million relating to excess and obsolete inventory charges, of which $232.2 million related to inventory primarily considered work in progress within the ISG reportable segment, as well as $45.7 million related to write-off of consumables, manufacturing supplies and obligations for certain unfulfilled purchase commitments due to the manufacturing capacity reduction actions associated with the 2025 Manufacturing Realignment Program. These charges were recorded within Cost of revenue in the Consolidated Statement of Operations.

For additional information, see Note 5: ''Restructuring, Asset Impairments and Other Charges, Net'' in the notes to our unaudited consolidated financial statements included elsewhere in this Form 10-Q.

Share Repurchases

During the quarter ended April 4, 2025, we repurchased approximately 6.1 million shares of common stock for an aggregate purchase price of $302.6 million. For additional information, see Note 8: ''Earnings Per Share and Equity'' in the notes to our unaudited consolidated financial statements included elsewhere in this Form 10-Q.

Results of Operations

Quarter Ended April 4, 2025 compared to the Quarter Ended March 29, 2024

The following table summarizes certain information relating to our operating results that has been derived from our unaudited consolidated financial statements (in millions):


	Quarters Ended
	April 4, 2025		March 29, 2024		Dollar Change
Revenue	$	1,445.7	$	1,862.7	$	(417.0)
Cost of revenue	1,151.9		1,009.1		142.8
Gross profit	293.8		853.6		(559.8)
Operating expenses:
Research and development	164.1		150.0		14.1
Selling and marketing	68.3		69.1		(0.8)
General and administrative	84.4		95.3		(10.9)
Amortization of acquisition-related intangible assets	11.4		12.6		(1.2)
Restructuring, asset impairments and other charges, net	539.3		1.4		537.9

Total operating expenses	867.5		328.4		539.1
Operating income (loss)	(573.7)		525.2		(1,098.9)
Other income (expense), net:
Interest expense	(18.0)		(15.6)		(2.4)
Interest income	26.6		27.6		(1.0)




Other income (expense)	4.1		1.0		3.1
Other income (expense), net	12.7		13.0		(0.3)
Income (loss) before income taxes	(561.0)		538.2		(1,099.2)
Income tax (provision) benefit	75.8		(84.5)		160.3
Net income (loss)	(485.2)		453.7		(938.9)
Less: Net income attributable to non-controlling interest	(0.9)		(0.7)		(0.2)
Net income (loss) attributable to ON Semiconductor Corporation	$	(486.1)	$	453.0	$	(939.1)

The following table summarizes certain information relating to our segment results (in millions):


	Quarter Ended April 4, 2025		As a % of Total		Quarter Ended March 29, 2024		As a % of Total		Dollar Change
Revenue:
PSG	$	645.1	44.6	%	$	874.2	46.9	%	$	(229.1)
AMG	566.4		39.2	%	697.0		37.4	%	(130.6)
ISG	234.2		16.2	%	291.5		15.7	%	(57.3)
Total	$	1,445.7	100.0	%	$	1,862.7	100.0	%	$	(417.0)

Cost of revenue:
PSG	$	521.9	45.3	%	$	508.8	50.4	%	$	13.1
AMG	265.5		23.1	%	358.2		35.5	%	(92.7)
ISG	364.5		31.6	%	142.1		14.1	%	222.4
Total	$	1,151.9	100.0	%	$	1,009.1	100.0	%	$	142.8

Gross profit: (1)
PSG	$	123.2	19.1	%	$	365.4	41.8	%	$	(242.2)
AMG	300.9		53.1	%	338.8		48.6	%	(37.9)
ISG	(130.3)		(55.6)	%	149.4		51.3	%	(279.7)
Total	$	293.8	20.3	%	$	853.6	45.8	%	$	(559.8)

(1) Gross profit margin as a percentage of respective segment revenue balances.

Revenue

Revenue was $1,445.7 million and $1,862.7 million for the quarters ended April 4, 2025 and March 29, 2024, respectively, representing a decrease of $417.0 million, or approximately 22%, year over year. We had one customer, a distributor, whose revenue accounted for approximately 10% of our total revenue for each of the quarters ended April 4, 2025 and March 29, 2024.

Revenue from PSG

Revenue from PSG decreased by $229.1 million, or approximately 26%, for the quarter ended April 4, 2025 compared to the quarter ended March 29, 2024. Revenue from our Automotive Power Division, Multi-Market Power Division and Industrial Power Division decreased by $165.7 million, $54.5 million and $8.9 million, respectively, primarily due to the continued decrease in demand in the automotive and industrial end-markets.

Revenue from AMG

Revenue from AMG decreased by $130.6 million, or approximately 19%, for the quarter ended April 4, 2025 compared to the quarter ended March 29, 2024. Revenue from our Sensor Interface Division, Power Management Division and Integrated Circuit Division decreased by $57.6 million, $72.8 million and $0.2 million, respectively, primarily due to the continued decrease in demand in the automotive and industrial end-markets.

Revenue from ISG

Revenue from ISG decreased by $57.3 million, or approximately 20%, for the quarter ended April 4, 2025 compared to the quarter ended March 29, 2024, largely driven by a decrease in revenue from our Industrial and Consumer Solutions Division and Automotive Sensing Division of $19.0 million and $38.3 million, respectively, primarily due to the continued decrease in demand in the automotive and industrial end-markets.

Revenue by Geographic Location

Revenue by geographic location, based on sales billed from the respective country or region, was as follows (dollars in millions):


	Quarter Ended April 4, 2025		As a % of Total Revenue (1)		Quarter Ended March 29, 2024		As a % of Total Revenue (1)
Hong Kong	$	370.1	25.6	%	$	405.4	21.8	%
Singapore	273.8		18.9	%	433.2		23.3	%
United Kingdom	367.5		25.4	%	444.0		23.8	%
United States	292.6		20.2	%	419.0		22.5	%
Other	141.7		9.8	%	161.1		8.6	%
Total revenue	$	1,445.7			$	1,862.7

(1) Certain amounts may not total due to rounding of individual amounts.

Gross Profit and Gross Margin

Gross profit decreased by $559.8 million, or approximately 66%, to $293.8 million for the quarter ended April 4, 2025 compared to $853.6 million for the quarter ended March 29, 2024. We recorded excess and obsolete inventory charges of $237.7 million, of which $232.2 million related to inventory primarily considered work in progress within the ISG reportable segment as a result of changes in business strategy due to the 2025 Manufacturing Realignment Program. See Note 5: ''Restructuring, Asset Impairments and Other Charges, Net,'' for additional information. We also continued to experience a decrease in sales volume from existing products and new products that negatively impacted gross profit by approximately $201.3 million and $120.8 million, respectively.

PSG gross profit decreased by $242.2 million, primarily driven by the decline in sales volume from existing products and new products which negatively impacted gross profit by approximately $121.4 million and $120.8 million, respectively. Also included in the gross profit decrease was the $43.9 million write-off of consumables and manufacturing supplies associated with the manufacturing capacity reduction actions taken under the 2025 Manufacturing Realignment Program. PSG gross margin decreased by 22.7 percentage points to 19.1% from 41.8% as a result of the decline in sales volume, underutilization, the related impact of unfavorable product mix and the impact of the consumables and manufacturing supplies write-off discussed above.

AMG gross profit decreased by $37.9 million, primarily driven by the decline in sales volume from existing products and the excess and obsolete inventory charges discussed above attributable to AMG of approximately $5.5 million. AMG gross margin increased by 4.5 percentage points to 53.1% from 48.6%, primarily due to improved product mix and the reduction in lower-margin manufacturing services revenue at our EFK location.

ISG gross profit decreased by $279.7 million, primarily driven by the excess and obsolete inventory charges discussed above. Additionally the decline in sales volume from existing products added to the decrease. ISG gross margin decreased to (55.6)% from 51.3%, primarily due to the excess and obsolete inventory charges.

Operating Expenses

Research and development expenses were $164.1 million for the quarter ended April 4, 2025, as compared to $150.0 million for the quarter ended March 29, 2024, representing an increase of $14.1 million, or approximately 9%. The increase was primarily attributable to an increase in production supplies and payroll and related expenses.

Selling and marketing expenses were $68.3 million for the quarter ended April 4, 2025, as compared to $69.1 million for the quarter ended March 29, 2024, representing a decrease of $0.8 million, or approximately 1%. There were no meaningful differences in any of the expense categories.

General and administrative expenses were $84.4 million for the quarter ended April 4, 2025, as compared to $95.3 million for the quarter ended March 29, 2024, representing a decrease of $10.9 million, or approximately 11%. The decrease was primarily attributable to a decrease in payroll and related expenses and expenses for outside services.

Other Operating Expenses

Amortization of Acquisition-Related Intangible Assets

Amortization of acquisition-related intangible assets was $11.4 million for the quarter ended April 4, 2025, as compared to $12.6 million for the quarter ended March 29, 2024, representing a decrease of $1.2 million, or approximately 10%.

Restructuring, Asset Impairments and Other, Net

Restructuring, asset impairments and other, net was $539.3 million for the quarter ended April 4, 2025, as compared to $1.4 million for the quarter ended March 29, 2024. Charges incurred for the quarter ended April 4, 2025 primarily relate to restructuring actions during the period. See Note 5: ''Restructuring, Asset Impairments and Other Charges, Net'' in the notes to our unaudited consolidated financial statements included elsewhere in this Form 10-Q for additional information.

Interest Expense

Interest expense increased by $2.4 million to $18.0 million during the quarter ended April 4, 2025, as compared to $15.6 million during the quarter ended March 29, 2024. Our average gross long-term debt for the quarter ended April 4, 2025 was $3,379.9 million at a weighted-average interest rate of 2.1%, as compared to $3,379.9 million at a weighted-average interest rate of 1.8% for the quarter ended March 29, 2024.

Interest Income

Interest income decreased by $1.0 million, or approximately 4%, to $26.6 million during the quarter ended April 4, 2025 compared to $27.6 million during the quarter ended March 29, 2024.

Other Income (Expense)

During the quarter ended April 4, 2025, other income was $4.1 million compared to $1.0 million during the quarter ended March 29, 2024, primarily driven by higher dividend income.

Income Tax Provision

We recorded an income tax benefit of $75.8 million and income tax provision of $84.5 million for the quarters ended April 4, 2025 and March 29, 2024, respectively, representing effective tax rates of 13.5% and 15.7%, respectively. The decrease in the effective tax rate in 2025 was due to unfavorable discrete adjustments.

For additional information, see Note 13: ''Income Taxes'' in the notes to the unaudited consolidated financial statements included elsewhere in this Form 10-Q.

Liquidity and Capital Resources

Overview

Our principal sources of liquidity are cash on hand, cash generated from operations, available borrowings under our Revolving Credit Facility as well as new debt and/or equity issuances. In the near term, we expect to fund our cash requirements by utilizing any or a combination of these principal sources. Our cash and cash equivalents and short-term investments were approximately $3.0 billion as of April 4, 2025, and the Revolving Credit Facility has approximately $1.1 billion available for future borrowings.

We require cash to: (i) fund our operating expenses, working capital requirements, outlays for strategic acquisitions and investments; (ii) service our debt, including principal and interest; (iii) incur capital expenditures; and (iv) repurchase our common stock. During the ordinary course of business, we evaluate our cash requirements and, if necessary, adjust our expenditures to reflect the current market conditions and our projected sales and demand. Our capital expenditures are primarily directed towards manufacturing equipment. Future capital expenditures may be impacted by events and transactions that are not currently forecasted.

We believe that our cash on hand, cash generated from our operations and the amounts available under the Revolving Credit Facility are adequate to meet our working capital requirements and other business needs for at least the next 12 months.

Operating Activities

Our cash flows from operating activities were $602.3 million and $498.7 million for the quarters ended April 4, 2025 and March 29, 2024, respectively. Although the decrease in net income was driven by lower end-market demand for our products and by the non-cash asset impairment and other restructuring-related charges incurred during the quarter ended April 4, 2025, the operating cash flows increase of $103.6 million was driven by the timing of cash receipts and payments related to working capital balances.

Our ability to maintain positive operating cash flows is dependent on, among other factors, our success in achieving our revenue goals and manufacturing and operating cost targets. Management of our assets and liabilities, including both working capital and long-term assets and liabilities, also influences our operating cash flows.

Investing Activities

Our cash flows used in investing activities were $214.9 million and $235.3 million for the quarters ended April 4, 2025 and March 29, 2024, respectively. The decrease of $20.4 million was primarily attributable to a decrease in capital expenditures partially offset by the acquisition of a business and net purchases of short-term investments during the quarter ended April 4, 2025. Our capital expenditures as a percentage of revenue were approximately 10%, and we expect capital expenditures to be approximately 5% of revenue for the remainder of 2025.

Financing Activities

Our cash flows used in financing activities were $317.6 million and $130.8 million for the quarters ended April 4, 2025 and March 29, 2024, respectively. The increase of $186.8 million was primarily attributable to increased share repurchases during the quarter ended April 4, 2025 compared to the same period in 2024.

We do not have any meaningful debt maturing during the next 12 months. We expect to continue our Share Repurchase Program subject to market conditions, the price of our shares and other factors (including liquidity needs). However, the Share Repurchase Program may be modified, suspended or terminated by the Board of Directors at any time without prior notice.

Key Factors Potentially Affecting Liquidity

We believe that the key factors that could adversely affect our internal and external sources of cash include, among other considerations:

changes in demand for our products, competitive pricing pressures, supply chain constraints, effective management of our manufacturing capacity, our ability to achieve further reductions in operating expenses, our ability to make progress on the achievement of our business strategy and sustainability goals, the impact of our restructuring programs on our production and cost efficiency, and our ability to make the research and development expenditures required to remain competitive in our business; and
the debt and equity capital markets could impact our ability to obtain needed financing on acceptable terms or to respond to business opportunities and developments as they arise, including interest rate fluctuations, macroeconomic conditions, sudden reductions in the general availability of lending from banks or the related increase in cost to obtain bank financing and our ability to maintain compliance with covenants under our debt agreements in effect from time to time.

Debt Guarantees and Related Covenants

As of April 4, 2025, we were in compliance with the indentures relating to our 0% Notes, 0.50% Notes and 3.875% Notes and with covenants included in the Credit Agreement. The 0% Notes, 0.50% Notes and 3.875% Notes are senior to the existing and future subordinated indebtedness of onsemi and its guarantor subsidiaries, rank equally in right of payment to all of our existing and future senior debt and, as unsecured obligations, are subordinated to all of our existing and future secured debt to the extent of the assets securing such debt.

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements, see Note 3: ''Recent Accounting Pronouncements and Other Developments'' in the notes to the unaudited consolidated financial statements included elsewhere in this Form 10-Q and our 2024 Form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in market risk from the information presented in Part II, Item 7A. "Quantitative and Qualitative Disclosures About Market Risk," in the 2024 Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

We also carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the fiscal quarter ended April 4, 2025.

There have been no changes to our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the fiscal quarter ended April 4, 2025 which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings

See Note 10: ''Commitments and Contingencies'' under the heading "Legal Matters" in the notes to the consolidated unaudited financial statements included elsewhere in this Form 10-Q for additional information on our legal proceedings and related matters. See also Part I, Item 1 "Business - Government Regulation" of the 2024 Form 10-K for information on certain environmental matters.

Item 1A. Risk Factors

Our business, financial condition and results of operations are subject to a number of trends, risks and uncertainties. We review and, where applicable, update our risk factors each quarter. There have been no material changes from the risk factors disclosed in Part I, Item 1A of the 2024 Form 10-K.

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes "forward-looking statements," as that term is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical facts, included or incorporated in this Form 10-Q could be deemed forward-looking statements, particularly statements about our plans, strategies and prospects under the heading "Management’s Discussion and Analysis of Financial Condition and Results of Operations." Forward-looking statements are often characterized by the use of words such as "believes," "estimates," "expects," "projects," "may," "will," "intends," "plans," "anticipates," "should" or similar expressions, or by discussions of strategy, plans or intentions. All forward-looking statements in this Form 10-Q are made based on our current expectations, forecasts, estimates and assumptions and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements.

Important factors that could cause our actual results to differ materially from those anticipated in the forward-looking statements are described under Part I, Item 1A "Risk Factors" in the 2024 Form 10-K, in this Form 10-Q and from time to time in our other SEC reports. Readers are cautioned not to place undue reliance on forward-looking statements. We assume no obligation to update such information, which speaks only as of the date made, except as may be required by law. Investing in our securities involves a high degree of risk and uncertainty, and you should carefully consider the trends, risks and uncertainties described in the aforementioned reports and subsequent reports filed with or furnished to the SEC before making any investment decision with respect to our securities. The risk factors described herein and in our 2024 Form 10-K are not all of the risks we may face. Other risks not presently known to us or that we currently believe are immaterial may materially affect our business. If any of the trends, risks or uncertainties actually occurs or continues, our business, financial condition or operating results could be materially adversely affected, the trading prices of our securities could decline and you could lose all or part of your investment. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

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

The following table provides information regarding repurchases of our common stock during the quarter ended April 4, 2025:


Period (1)	Total Number of Shares Purchased	Average Price Paid per Share ($)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar value of Shares that May Yet be Purchased Under the Plans or Programs (in millions) ($)
January 1, 2025 - January 31, 2025	1,576,917	$	63.43	1,576,917	$	1,686.0
February 1, 2025 - February 28, 2025	—	—		—	1,686.0
February 29, 2025 - April 4, 2025	4,501,588	44.44		4,501,588	1,486.0
Total	6,078,505	$	49.37	6,078,505

(1) These time periods represent our fiscal month start and end dates for the first quarter of 2025.

Shares withheld to satisfy statutory tax withholding requirements related to the vesting of share-based awards are not issued or considered repurchases of our common stock under our Share Repurchase Program and, therefore, are excluded from the table above.

Share Repurchase Program

In February 2023, the Board of Directors approved a share repurchase program (the "Share Repurchase Program"), which allows for the repurchase of our common stock from time to time in privately negotiated transactions or open market transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and Rule 10b-18 of the Exchange Act, or by any combination of such methods or other methods. The Share Repurchase Program, which does not require us to purchase any minimum amount of our common stock, has an aggregate limit of $3.0 billion from February 8, 2023 through December 31, 2025 (exclusive of fees, commissions and other expenses). Any repurchases will be at the Company’s discretion and will be subject to market conditions, the price of our shares and other factors (including liquidity needs). The Share Repurchase Program may be modified, suspended or terminated by the Board of Directors at any time without prior notice.

There were 6.1 million shares of the Company's common stock repurchased under the Share Repurchase Program during the quarter ended April 4, 2025. As of April 4, 2025, the authorized amount remaining under the Share Repurchase Program was approximately $1,486.0 million.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Insider Trading Arrangements

During the quarter ended April 4, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K).

Item 6. Exhibits

EXHIBIT INDEX



Exhibit No.		Exhibit Description*****




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

	31.2	Certification by CFO pursuant to Rule 13(a)-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of 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 (2)

	101.INS	XBRL Instance Document (1)

	101.SCH	XBRL Taxonomy Extension Schema Document (1)

	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (1)

	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document (1)

	101.LAB	XBRL Taxonomy Extension Label Linkbase Document (1)

	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (1)

	104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.


*			Reports filed under the Exchange Act (Form 10-K, Form 10-Q and Form 8-K) are filed under File No. 000-30419 and File No. 001-39317.
†			The Company has omitted certain schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K and, upon request by the Commission, agrees to furnish supplementally to the Commission a copy of any omitted schedule or exhibit.


(1)			Filed herewith.
(2)			Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




		ON SEMICONDUCTOR CORPORATION (Registrant)

Date:	May 5, 2025	By:	/s/ THAD TRENT
			Thad Trent
			Executive Vice President, Chief Financial Officer and Treasurer
			(Principal Financial and Accounting Officer and officer duly authorized to sign this report)