ON SEMICONDUCTOR CORP [ON] Filings

10-Q 1 on-20220701.htm 10-Q on-20220701

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 July 1, 2022


☐			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.)

5005 E. McDowell Road

Phoenix, AZ 85008

(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 July 27, 2022:


Title of Each Class						Number of Shares
Common Stock, par value $0.01 per share						433,236,398

Table of Contents

ON SEMICONDUCTOR CORPORATION FORM 10-Q

TABLE OF CONTENTS


Part I: Financial Information
	Item 1. Financial Statements (unaudited)	4
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	26
	Item 3. Quantitative and Qualitative Disclosures About Market Risk	37
	Item 4. Controls and Procedures	37
Part II: Other Information
	Item 1. Legal Proceedings	38
	Item 1A. Risk Factors	38
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	39
	Item 3. Defaults Upon Senior Securities	39
	Item 4. Mine Safety Disclosures	39
	Item 5. Other Information	39
	Item 6. Exhibits	40
	Signatures	41

(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
1.00% Notes						1.00% Convertible Senior Notes due 2020
1.625% Notes						1.625% Convertible Senior Notes due 2023

3.875% Notes						3.875% Senior Notes due 2028
ADAS						Advanced driver-assistance systems
AEC						Automotive Electronics Council
Amended 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 Revolving Credit Facility and the Term Loan “B” Facility
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
ESPP						ON Semiconductor Corporation 2000 Employee Stock Purchase Plan, as amended
Exchange Act						Securities Exchange Act of 1934, as amended

FASB						Financial Accounting Standards Board
GTAT						GT Advanced Technologies Inc.



IP						Intellectual property


















IRS						United States Internal Revenue Service
OEM						Original Equipment Manufacturer
Revolving Credit Facility						A $1.97 billion revolving credit facility created pursuant to the Amended Credit Agreement
ROU						Right-of-use
RSU						Restricted stock unit




Securities Act						Securities Act of 1933, as amended



Term Loan "B" Facility						A $2.4 billion term loan "B" facility created pursuant to the Amended Credit Agreement

* Terms used, but not defined, within the body of the Form 10-Q are defined in this Glossary.

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

ON SEMICONDUCTOR CORPORATION

CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share data)

(unaudited)


	July 1, 2022		December 31, 2021
Assets
Cash and cash equivalents	$	1,791.6	$	1,352.6

Receivables, net	1,138.1		809.4
Inventories	1,563.2		1,379.5
Other current assets	292.4		240.1
Total current assets	4,785.3		3,781.6

Property, plant and equipment, net	2,709.8		2,524.3
Goodwill	1,815.4		1,937.5
Intangible assets, net	452.6		495.7
Deferred tax assets	375.7		366.3
Other assets	649.9		520.6
Total assets	$	10,788.7	$	9,626.0
Liabilities, Non-Controlling Interest and Stockholders’ Equity
Accounts payable	$	793.8	$	635.1
Accrued expenses and other current liabilities	754.3		747.6
Current portion of long-term debt	165.2		160.7
Total current liabilities	1,713.3		1,543.4
Long-term debt	3,047.4		2,913.9
Deferred tax liabilities	36.8		43.2
Other long-term liabilities	581.1		521.1
Total liabilities	5,378.6		5,021.6
Commitments and contingencies (Note 10)
ON Semiconductor Corporation stockholders’ equity:
Common stock ($0.01 par value, 1,250,000,000 shares authorized, 606,427,684 and 603,044,079 issued, 433,322,860 and 432,472,818 outstanding, respectively)	6.1		6.0
Additional paid-in capital	4,565.9		4,633.3
Accumulated other comprehensive loss	(29.3)		(40.6)
Accumulated earnings	3,448.2		2,435.1
Less: Treasury stock, at cost: 173,104,824 and 170,571,261 shares, respectively	(2,601.4)		(2,448.4)
Total ON Semiconductor Corporation stockholders’ equity	5,389.5		4,585.4
Non-controlling interest	20.6		19.0
Total stockholders' equity	5,410.1		4,604.4
Total liabilities and stockholders' equity	$	10,788.7	$	9,626.0

See accompanying notes to consolidated financial statements

Table of Contents

ON SEMICONDUCTOR CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(in millions, except per share data)

(unaudited)


	Quarters Ended				Six Months Ended
	July 1, 2022		July 2, 2021		July 1, 2022		July 2, 2021
Revenue	$	2,085.0	$	1,669.9	$	4,030.0	$	3,151.6
Cost of revenue (exclusive of amortization shown below)	1,047.9		1,029.8		2,031.6		1,990.3
Gross profit	1,037.1		640.1		1,998.4		1,161.3
Operating expenses:
Research and development	161.6		166.3		318.4		339.9
Selling and marketing	73.1		76.1		144.2		155.0
General and administrative	83.2		73.2		161.1		145.6

Amortization of acquisition-related intangible assets	21.9		24.8		43.2		49.8
Restructuring, asset impairments and other, net	(1.7)		17.5		(14.7)		60.0
Goodwill and intangible asset impairment	115.0		—		115.0		2.9
Total operating expenses	453.1		357.9		767.2		753.2
Operating income	584.0		282.2		1,231.2		408.1
Other income (expense), net:
Interest expense	(22.1)		(33.1)		(43.7)		(66.5)
Interest income	1.1		0.2		1.5		0.6
Loss on debt refinancing and prepayment	(7.3)		(26.2)		(7.3)		(26.2)

Gain on divestiture of business	1.9		—		1.9		—

Other income (expense)	6.4		(1.1)		8.5		3.4
Other income (expense), net	(20.0)		(60.2)		(39.1)		(88.7)
Income before income taxes	564.0		222.0		1,192.1		319.4
Income tax provision	(107.4)		(37.9)		(204.5)		(45.0)
Net income	456.6		184.1		987.6		274.4
Less: Net income attributable to non-controlling interest	(0.8)		—		(1.6)		(0.4)
Net income attributable to ON Semiconductor Corporation	$	455.8	$	184.1	$	986.0	$	274.0

Net income for diluted earnings per share of common stock (Note 8)	456.3		184.1		$	987.0	$	274.0
Net income per share of common stock:
Basic	$	1.05	$	0.43	$	2.27	$	0.65
Diluted	$	1.02	$	0.42	$	2.20	$	0.62
Weighted-average shares of common stock outstanding:
Basic	434.2		427.7		433.8		420.5
Diluted	447.0		443.6		448.1		444.5

Comprehensive income, net of tax:
Net income	$	456.6	$	184.1	$	987.6	$	274.4
Foreign currency translation adjustments	(4.2)		(0.2)		(6.6)		(2.5)
Effects of cash flow hedges and other adjustments	1.3		3.9		17.9		7.9

Other comprehensive income (loss), net of tax	(2.9)		3.7		11.3		5.4
Comprehensive income	453.7		187.8		998.9		279.8
Comprehensive income attributable to non-controlling interest	(0.8)		—		(1.6)		(0.4)
Comprehensive income attributable to ON Semiconductor Corporation	$	452.9	$	187.8	$	997.3	$	279.4

See accompanying notes to consolidated financial statements

Table of Contents

ON SEMICONDUCTOR CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in millions, except share data)

(unaudited)


	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 April 1, 2022	606,021,655	$	6.1	$	4,533.3	$	(26.4)	$	2,992.4	(171,526,902)	$	(2,507.2)	$	19.8	$	5,018.0



Shares issued pursuant to the ESPP	127,830	—		5.5		—		—		—	—		—		5.5
RSUs and stock grant awards issued	277,961	—		—		—		—		—	—		—		—

Partial settlement - 1.625% Notes	238	—		—		—		—		—	—		—		—

Partial settlement of bond hedges - 1.625% Notes	—	—		—		—		—		(232)	—		—		—



Payment of tax withholding for RSUs	—	—		—		—		—		(77,690)	(4.5)		—		(4.5)
Share-based compensation	—	—		27.1		—		—		—	—		—		27.1
Repurchase of common stock	—	—		—		—		—		(1,500,000)	(89.7)		—		(89.7)


Comprehensive income (loss)	—	—		—		(2.9)		455.8		—	—		0.8		453.7
Balance at July 1, 2022	606,427,684	$	6.1	$	4,565.9	$	(29.3)	$	3,448.2	(173,104,824)	$	(2,601.4)	$	20.6	$	5,410.1

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	254,218	—		12.2		—		—		—	—		—		12.2
RSUs and stock grant awards issued	3,129,149	0.1		(0.1)		—		—		—	—		—		—

Partial settlement - 1.625% Notes	238	—		—		—		—		—	—		—		—

Partial settlement of bond hedges - 1.625% Notes	—	—		—		—		—		(232)	—		—		—



Payment of tax withholding for RSUs	—	—		—		—		—		(1,033,331)	(63.3)		—		(63.3)
Share-based compensation	—	—		49.6		—		—		—	—		—		49.6
Repurchase of common stock	—	—		—		—		—		(1,500,000)	(89.7)		—		(89.7)


Comprehensive income	—	—		—		11.3		986.0		—	—		1.6		998.9
Balance at July 1, 2022	606,427,684	$	6.1	$	4,565.9	$	(29.3)	$	3,448.2	(173,104,824)	$	(2,601.4)	$	20.6	$	5,410.1


Balance at April 2, 2021	579,553,444	$	5.8	$	4,161.0	$	(55.9)	$	1,515.4	(159,657,033)	$	(1,996.7)	$	20.0	$	3,649.6


Stock option exercises	4,000	—		—		—		—		—	—		—		—
Shares issued pursuant to the ESPP	257,416	—		6.4		—		—		—	—		—		6.4
RSUs and stock grant awards issued	280,649	—		—		—		—		—	—		—		—
Shares issued for warrants exercise -1.00% Notes	7,111,689	—		—		—		—		—	—		—		—
Partial settlement -1.625% Notes	5,425,239	0.1		(141.7)		—		—		—	—		—		(141.6)
Partial settlement of warrants - 1.625% Notes	6,764,734	0.1		(0.1)		—		—		—	—		—		—
Partial settlement of bond hedges - 1.625% Notes	—	—		339.0		—		—		(9,120,930)	(339.0)				—
Equity component - 0% Notes	—	—		136.6		—		—		—	—		—		136.6
Warrants and bond hedges, net - 0% Notes	—	—		(66.5)		—		—		—	—		—		(66.5)
Tax impact of warrants and bond hedges, net	—	—		6.5		—		—		—	—		—		6.5
Payment of tax withholding for RSUs	—	—		—		—		—		(86,997)	(3.5)		—		(3.5)
Share-based compensation	—	—		29.1		—		—		—	—		—		29.1



Comprehensive income	—	—		—		3.7		184.1		—	—		—		187.8
Balance at July 2, 2021	599,397,171	$	6.0	$	4,470.3	$	(52.2)	$	1,699.5	(168,864,960)	$	(2,339.2)	$	20.0	$	3,804.4

Balance at December 31, 2020	570,766,439	$	5.7	$	4,133.1	$	(57.6)	$	1,425.5	(158,923,810)	$	(1,968.2)	$	19.6	$	3,558.1


Stock option exercises	4,000	—		—		—		—		—	—		—		—
Shares issued pursuant to the ESPP	461,831	—		12.1		—		—		—	—		—		12.1
RSUs and stock grant awards issued	2,549,977	—		—		—		—		—	—		—		—
Shares issued for warrants exercise - 1.00% Notes	13,424,951	0.1		(0.1)		—		—		—	—		—		—
Partial settlement -1.625% Notes	5,425,239	0.1		(141.7)		—		—		—	—		—		(141.6)
Partial settlement of warrants - 1.625% Notes	6,764,734	0.1		(0.1)		—		—		—	—		—		—
Partial settlement of bond hedges -1.625% Notes	—	—		339.0		—		—		(9,120,930)	(339.0)				—
Equity component - 0% Notes	—	—		136.6		—		—		—	—		—		136.6
Warrants and bond hedges, net - 0% Notes	—	—		(66.5)		—		—		—	—		—		(66.5)
Tax impact of warrants and bond hedges, net	—	—		6.5		—		—		—	—		—		6.5
Payment of tax withholding for RSUs	—	—		—		—		—		(820,220)	(32.0)		—		(32.0)
Share-based compensation	—	—		51.4		—		—		—	—		—		51.4



Comprehensive income	—	—		—		5.4		274.0		—	—		0.4		279.8
Balance at July 2, 2021	599,397,171	$	6.0	$	4,470.3	$	(52.2)	$	1,699.5	(168,864,960)	$	(2,339.2)	$	20.0	$	3,804.4

See accompanying notes to consolidated financial statements

Table of Contents

ON SEMICONDUCTOR CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)


	Six Months Ended
	July 1, 2022		July 2, 2021
Cash flows from operating activities:
Net income	$	987.6	$	274.4
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	279.0		306.5
(Gain) loss on sale or disposal of fixed assets	(16.6)		0.3
Gain on divestiture of business	(1.9)		—
Loss on debt refinancing and prepayment	7.3		26.2

Amortization of debt discount and issuance costs	6.0		5.1


Share-based compensation	49.6		51.4
Non-cash interest on convertible notes	—		10.6
Non-cash asset impairment charges	6.7		7.5
Goodwill and intangible asset impairment charges	115.0		—
Change in deferred tax balances	6.7		(4.7)
Other	1.3		—
Changes in assets and liabilities (exclusive of divestitures):
Receivables	(344.4)		4.3
Inventories	(184.5)		(53.5)
Other assets	(51.5)		3.5
Accounts payable	58.1		32.0
Accrued expenses and other current liabilities	9.2		61.4
Other long-term liabilities	(28.2)		(18.5)
Net cash provided by operating activities	$	899.4	$	706.5
Cash flows from investing activities:
Purchase of property, plant and equipment	$	(391.9)	$	(181.8)
Proceeds from sale of property, plant and equipment	38.2		6.6
Deposits made for purchase of property, plant and equipment	(31.4)		(2.8)
Divestiture of business, net of cash transferred	90.5		—




Purchase of available-for-sale securities	(16.3)		—
Proceeds from sale or maturity of available-for-sale securities	13.8		—


Payments related to prior acquisition	(2.4)		—


Net cash used in investing activities	$	(299.5)	$	(178.0)
Cash flows from financing activities:
Proceeds for the issuance of common stock under the ESPP	$	12.5	$	12.3

Payment of tax withholding for RSUs	(63.3)		(32.0)
Repurchase of common stock	(89.7)		—
Issuance and borrowings under debt agreements	500.0		787.3
Reimbursement of debt issuance costs	—		2.7
Payment of debt issuance and other financing costs	—		(3.5)
Repayment of borrowings under debt agreements	(506.8)		(1,214.7)
Payment for purchase of bond hedges	—		(160.3)
Proceeds from issuance of warrants	—		93.8
Payments related to prior acquisition	—		(2.3)
Financing lease payment	(10.9)		—

Dividend to non-controlling shareholder	(2.2)		—
Net cash used in financing activities	$	(160.4)	$	(516.7)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(2.6)		(0.8)
Net increase in cash, cash equivalents and restricted cash	436.9		11.0
Cash, cash equivalents and restricted cash, beginning of period (Note 6)	1,377.7		1,081.5
Cash, cash equivalents and restricted cash, end of period (Note 6)	$	1,814.6	$	1,092.5

See accompanying notes to consolidated financial statements

Table of Contents

ON SEMICONDUCTOR CORPORATION

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 onsemiTM brand.

The Company is organized into the following three operating and reportable segments:

•The Power Solutions Group ("PSG")

•The Advanced Solutions Group ("ASG") and

•The Intelligent Sensing Group ("ISG")

The Company's fiscal calendar year begins on January 1 and ends on December 31. The fiscal quarters contain a thirteen-week accounting period. Minor day adjustments are required in the first and fourth quarters to account for the Company's fiscal calendar year's starting and ending dates. The quarters ended July 1, 2022 and July 2, 2021 contained 91 days each. The six months ended July 1, 2022 and July 2, 2021 contained 182 and 183 days, respectively.

The accompanying unaudited financial statements as of and for the quarter and six months ended July 1, 2022 have been prepared following generally accepted accounting principles in the United States of America ("GAAP"). 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, 2021 was derived from the Company's audited financial statements but does not include all disclosures required by GAAP for audited financial statements. In the opinion of the Company's management, 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, 2021, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on February 14, 2022 (the "2021 Form 10-K").

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Management evaluates these estimates and judgments on an ongoing basis and bases its estimates on experience, current and expected future conditions, third-party evaluations, and various other assumptions that management believes are reasonable under the circumstances. Significant estimates have been used by management in conjunction with the following: (i) future payouts for customer incentives and amounts subject to allowances and returns; (ii) valuation and obsolescence relating to inventories; and (iii) measurement of valuation allowances against deferred tax assets and evaluations of uncertain tax positions. Additionally, during periods where it becomes applicable, significant estimates will be used by management in determining the future cash flows used to assess and test for impairment of long-lived assets and goodwill and in assumptions used in connection with business combinations. Actual results may differ from the estimates and assumptions used in the consolidated financial statements.

Table of Contents

ON SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(unaudited)

Note 2: Revenue and Segment Information

The Company is organized into three operating and reportable segments consisting of PSG, ASG and ISG. These segments represent the Company's view of the business, and its gross profit is used to evaluate the performance of the Company's segments, the progress of major initiatives and the allocation of resources. Gross profit is exclusive of the amortization of acquisition-related intangible assets.

A significant portion of the Company’s orders are firm commitments that are non-cancellable, including certain orders or contracts with a duration of less than one year. Certain of the Company's customer contracts are multi-year agreements that include firmly committed amounts ("Long-term Supply Agreements" or "LTSA's") for which the remaining performance obligations as of July 1, 2022 were approximately $8.8 billion (excluding the remaining performance obligations for contracts having a duration of one year or less). The Company expects to recognize approximately 40% of this amount as revenue during the next twelve months upon shipment of products under these contracts. Total sales estimates are based on negotiated contract prices and demand quantities, and could be influenced by manufacturing issues, supply chain constraints, and modifications to customer agreements, among other things. Accordingly, the amount represented by remaining performance obligations may not be indicative of the actual revenue recognized for future periods.

A portion of our LTSA’s include capacity payments which secure production availability for our customer’s orders or deposits which prepay a portion of the customer’s product obligation. During the quarter and six months ended July 1, 2022, the Company recorded capacity payments and deposits of $30.8 million and $36.3 million, respectively, which were recorded as contract liabilities, of which $12.8 million remains to be collected as of July 1, 2022. An immaterial amount was recognized as revenue for satisfying the associated performance obligations. The remaining balance related to the capacity payments and deposits totaled $82.4 million as of July 1, 2022, $30.7 million and $51.7 million were recorded as current liabilities and other long-term liabilities, respectively. Contract assets were immaterial as of July 1, 2022. There were no corresponding amounts for the quarter and six months ended July 2, 2021.

Revenue and gross profit for the Company’s operating and reportable segments are as follows (in millions):


	PSG		ASG		ISG		Total
For the quarter ended July 1, 2022:
Revenue from external customers	$	1,057.0	$	716.7	$	311.3	$	2,085.0
Gross profit	$	511.2	$	380.3	$	145.6	$	1,037.1
For the quarter ended July 2, 2021:
Revenue from external customers	$	846.6	$	607.6	$	215.7	$	1,669.9
Gross profit	$	314.3	$