Cover Page
Cover Page - shares | 6 Months Ended | |
Jul. 03, 2020 | Aug. 05, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jul. 3, 2020 | |
Document Transition Report | false | |
Entity File Number | 000-30419 | |
Entity Registrant Name | ON SEMICONDUCTOR CORP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 36-3840979 | |
Entity Address, Address Line One | 5005 E. McDowell Road | |
Entity Address, City or Town | Phoenix | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85008 | |
City Area Code | 602 | |
Local Phone Number | 244-6600 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 410,821,763 | |
Central Index Key | 0001097864 | |
Current Fiscal Year End | --12-31 | |
Document Fiscal Period | Q2 | |
Document Fiscal Year | 2020 | |
Amendment | false | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | ON | |
Security Exchange Name | NASDAQ | |
Series B Preferred Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock, Series B Junior Participating, Purchase Rights | |
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Jul. 03, 2020 | Dec. 31, 2019 |
Assets | ||
Cash and cash equivalents | $ 2,060.4 | $ 894.2 |
Receivables, net | 667.4 | 705 |
Inventories | 1,285.4 | 1,232.4 |
Other current assets | 131.2 | 188.4 |
Total current assets | 4,144.4 | 3,020 |
Property, plant and equipment, net | 2,566.5 | 2,591.6 |
Goodwill | 1,663.4 | 1,659.2 |
Intangible assets, net | 527.8 | 590.5 |
Deferred tax assets | 325.2 | 307.8 |
Other assets | 300.5 | 256.4 |
Total assets | 9,527.8 | 8,425.5 |
Liabilities, Non-Controlling Interest and Stockholders’ Equity | ||
Accounts payable | 522.9 | 543.6 |
Accrued expenses and other current liabilities | 546.1 | 538.8 |
Current portion of long-term debt | 695.6 | 736 |
Total current liabilities | 1,764.6 | 1,818.4 |
Long-term debt | 4,044.8 | 2,876.5 |
Deferred tax liabilities | 61.5 | 60.2 |
Other long-term liabilities | 397.6 | 346.3 |
Total liabilities | 6,268.5 | 5,101.4 |
Commitments and contingencies (Note 10) | ||
ON Semiconductor Corporation stockholders’ equity: | ||
Common stock ($0.01 par value, 1,250,000,000 shares authorized, 569,611,277 and 565,562,607 issued, 410,809,621 and 411,312,664 outstanding, respectively) | 5.7 | 5.7 |
Additional paid-in capital | 3,854.6 | 3,809.5 |
Accumulated other comprehensive loss | (67.6) | (54.3) |
Accumulated earnings | 1,175.9 | 1,191.3 |
Less: Treasury stock, at cost: 158,801,656 and 154,249,943 shares, respectively | (1,732.5) | (1,650.5) |
Total ON Semiconductor Corporation stockholders’ equity | 3,236.1 | 3,301.7 |
Non-controlling interest | 23.2 | 22.4 |
Total stockholders' equity | 3,259.3 | 3,324.1 |
Total liabilities and stockholders' equity | $ 9,527.8 | $ 8,425.5 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - $ / shares | Jul. 03, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,250,000,000 | 1,250,000,000 |
Common stock, shares issued (in shares) | 569,611,277 | 565,562,607 |
Common stock, shares outstanding (in shares) | 410,809,621 | 411,312,664 |
Treasury stock, shares (in shares) | 158,801,656 | 154,249,943 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2020 | Jun. 28, 2019 | Jul. 03, 2020 | Jun. 28, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,213.5 | $ 1,347.7 | $ 2,491.4 | $ 2,734.3 |
Cost of revenue (exclusive of amortization shown below) | 839.2 | 848.7 | 1,714.4 | 1,721.6 |
Gross profit | 374.3 | 499 | 777 | 1,012.7 |
Operating expenses: | ||||
Research and development | 156.1 | 147 | 327.1 | 298.8 |
Selling and marketing | 65.6 | 73.6 | 142.4 | 150.7 |
General and administrative | 62.9 | 74.1 | 134.1 | 147 |
Amortization of acquisition-related intangible assets | 29.1 | 27.5 | 61.4 | 53.2 |
Restructuring, asset impairments and other charges, net | 16.2 | 18.1 | 49 | 23.7 |
Intangible asset impairment | 1.3 | 0.4 | 1.3 | 1.6 |
Total operating expenses | 331.2 | 340.7 | 715.3 | 675 |
Operating income | 43.1 | 158.3 | 61.7 | 337.7 |
Other income (expense), net: | ||||
Interest expense | (41.9) | (33.7) | (84.4) | (65.4) |
Interest income | 1.5 | 3 | 3.4 | 5.5 |
Loss on debt refinancing and prepayment | 0 | (0.4) | 0 | (0.4) |
Other income (expense) | (2.8) | (1) | (2.7) | 1.1 |
Other income (expense), net | (43.2) | (32.1) | (83.7) | (59.2) |
Income (loss) before income taxes | (0.1) | 126.2 | (22) | 278.5 |
Income tax (provision) benefit | (0.8) | (23.3) | 7.4 | (61.5) |
Net income (loss) | (0.9) | 102.9 | (14.6) | 217 |
Less: Net income attributable to non-controlling interest | (0.5) | (1.1) | (0.8) | (1.1) |
Net income (loss) attributable to ON Semiconductor Corporation | (1.4) | 101.8 | (15.4) | 215.9 |
Comprehensive income (loss), net of tax: | ||||
Net income (loss) | (0.9) | 102.9 | (14.6) | 217 |
Foreign currency translation adjustments | (0.1) | 0.5 | 0.5 | 0.6 |
Effects of cash flow hedges | (1) | (10.2) | (13.8) | (16.1) |
Other comprehensive loss, net of tax | (1.1) | (9.7) | (13.3) | (15.5) |
Comprehensive income (loss) | (2) | 93.2 | (27.9) | 201.5 |
Comprehensive income attributable to non-controlling interest | (0.5) | (1.1) | (0.8) | (1.1) |
Comprehensive income (loss) attributable to ON Semiconductor Corporation | $ (2.5) | $ 92.1 | $ (28.7) | $ 200.4 |
Net income (loss) per share of common stock attributable to ON Semiconductor Corporation: | ||||
Basic (in dollars per share) | $ 0 | $ 0.25 | $ (0.04) | $ 0.52 |
Diluted (in dollars per share) | $ 0 | $ 0.24 | $ (0.04) | $ 0.52 |
Weighted-average shares of common stock outstanding: | ||||
Basic (in shares) | 410.1 | 411.9 | 410.3 | 411.3 |
Diluted (in shares) | 410.1 | 417.7 | 410.3 | 417.8 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Earnings | Treasury Stock | Non-Controlling Interest |
Balance, beginning (in shares) at Dec. 31, 2018 | 558,701,620 | (144,867,393) | |||||
Balance, beginning at Dec. 31, 2018 | $ 3,194.1 | $ 5.6 | $ 3,702.3 | $ (37.9) | $ 979.6 | $ (1,478) | $ 22.5 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Shares issued pursuant to the ESPP (in shares) | 527,489 | ||||||
Shares issued pursuant to the ESPP | 7.4 | 7.4 | |||||
Stock option exercises (in shares) | 157,197 | ||||||
Stock option exercises | 0.9 | 0.9 | |||||
RSUs and stock grant awards issued (in shares) | 3,805,713 | ||||||
RSUs and stock grant awards issued | 0 | $ 0 | |||||
Payment of tax withholding for RSUs (in shares) | (1,275,649) | ||||||
Payment of tax withholding for RSUs | (27.2) | $ (27.2) | |||||
Share-based compensation expense | 47 | 47 | |||||
Repurchase of common stock (in shares) | (6,998,079) | ||||||
Repurchase of common stock | (125.8) | $ (125.8) | |||||
Comprehensive (loss) income | 201.5 | (15.5) | 215.9 | 1.1 | |||
Balance, ending (in shares) at Jun. 28, 2019 | 563,192,019 | (153,141,121) | |||||
Balance, ending at Jun. 28, 2019 | 3,297.9 | $ 5.6 | 3,757.6 | (53.4) | 1,195.5 | $ (1,631) | 23.6 |
Balance, beginning (in shares) at Mar. 29, 2019 | 562,317,091 | (150,502,511) | |||||
Balance, beginning at Mar. 29, 2019 | 3,220.7 | $ 5.6 | 3,722.5 | (43.7) | 1,093.7 | $ (1,579.9) | 22.5 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Shares issued pursuant to the ESPP (in shares) | 527,489 | ||||||
Shares issued pursuant to the ESPP | 7.4 | 7.4 | |||||
Stock option exercises (in shares) | 86,480 | ||||||
Stock option exercises | 0.4 | 0.4 | |||||
RSUs and stock grant awards issued (in shares) | 260,959 | ||||||
RSUs and stock grant awards issued | 0 | $ 0 | |||||
Payment of tax withholding for RSUs (in shares) | (50,720) | ||||||
Payment of tax withholding for RSUs | (1.1) | $ (1.1) | |||||
Share-based compensation expense | 27.3 | 27.3 | |||||
Repurchase of common stock (in shares) | (2,587,890) | ||||||
Repurchase of common stock | (50) | $ (50) | |||||
Comprehensive (loss) income | 93.2 | (9.7) | 101.8 | 1.1 | |||
Balance, ending (in shares) at Jun. 28, 2019 | 563,192,019 | (153,141,121) | |||||
Balance, ending at Jun. 28, 2019 | 3,297.9 | $ 5.6 | 3,757.6 | (53.4) | 1,195.5 | $ (1,631) | 23.6 |
Balance, beginning (in shares) at Dec. 31, 2019 | 565,562,607 | (154,249,943) | |||||
Balance, beginning at Dec. 31, 2019 | 3,324.1 | $ 5.7 | 3,809.5 | (54.3) | 1,191.3 | $ (1,650.5) | 22.4 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Shares issued pursuant to the ESPP (in shares) | 1,153,803 | ||||||
Shares issued pursuant to the ESPP | 11.4 | 11.4 | |||||
RSUs and stock grant awards issued (in shares) | 2,894,867 | ||||||
RSUs and stock grant awards issued | 0 | ||||||
Payment of tax withholding for RSUs (in shares) | (940,300) | ||||||
Payment of tax withholding for RSUs | (16.6) | $ (16.6) | |||||
Share-based compensation expense | 33.7 | 33.7 | |||||
Repurchase of common stock (in shares) | (3,611,413) | ||||||
Repurchase of common stock | (65.4) | $ (65.4) | |||||
Comprehensive (loss) income | (27.9) | (13.3) | (15.4) | 0.8 | |||
Balance, ending (in shares) at Jul. 03, 2020 | 569,611,277 | (158,801,656) | |||||
Balance, ending at Jul. 03, 2020 | 3,259.3 | $ 5.7 | 3,854.6 | (67.6) | 1,175.9 | $ (1,732.5) | 23.2 |
Balance, beginning (in shares) at Apr. 03, 2020 | 568,774,542 | (158,769,976) | |||||
Balance, beginning at Apr. 03, 2020 | 3,237.6 | $ 5.7 | 3,830.3 | (66.5) | 1,177.3 | $ (1,731.9) | 22.7 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Shares issued pursuant to the ESPP (in shares) | 666,365 | ||||||
Shares issued pursuant to the ESPP | 6.3 | 6.3 | |||||
RSUs and stock grant awards issued (in shares) | 170,370 | ||||||
RSUs and stock grant awards issued | 0 | ||||||
Payment of tax withholding for RSUs (in shares) | (31,680) | ||||||
Payment of tax withholding for RSUs | (0.6) | $ (0.6) | |||||
Share-based compensation expense | 18 | 18 | |||||
Comprehensive (loss) income | (2) | (1.1) | (1.4) | 0.5 | |||
Balance, ending (in shares) at Jul. 03, 2020 | 569,611,277 | (158,801,656) | |||||
Balance, ending at Jul. 03, 2020 | $ 3,259.3 | $ 5.7 | $ 3,854.6 | $ (67.6) | $ 1,175.9 | $ (1,732.5) | $ 23.2 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jul. 03, 2020 | Jun. 28, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (14.6) | $ 217 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 315.1 | 279.8 |
Non-cash (gain) loss on sale or disposal of fixed assets | (2.9) | 0.4 |
Loss on debt refinancing and prepayment | 0 | 0.4 |
Amortization of debt discount and issuance costs | 6 | 6.6 |
Share-based compensation expense | 33.7 | 47 |
Non-cash interest on convertible notes | 19.3 | 18.4 |
Non-cash asset impairment charges | 7.2 | 0 |
Intangible asset impairment charges | 1.3 | 1.6 |
Change in deferred tax balances | (12.3) | 32.3 |
Other | 1.8 | 1.5 |
Changes in assets and liabilities (exclusive of the impact of acquisitions): | ||
Receivables | 37.8 | (3.7) |
Inventories | (51.5) | (3.5) |
Other assets | 3.5 | (8.4) |
Accounts payable | 2.3 | (89.9) |
Accrued expenses and other current liabilities | (23) | (133.8) |
Other long-term liabilities | (3.2) | (4.9) |
Net cash provided by operating activities | 320.5 | 360.8 |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (205.6) | (310.5) |
Proceeds from sale of property, plant and equipment | 0.9 | 1.4 |
Deposits utilized (made) for purchase of property, plant and equipment | 0.5 | (0.3) |
Purchase of business, net of cash acquired | (4.5) | (867) |
Purchase of license and deposit made for manufacturing facility | 0 | (100) |
Release of escrow related to divestiture | 0 | 5 |
Settlement of purchase price from previous acquisition | 26 | 0 |
Net cash used in investing activities | (182.7) | (1,271.4) |
Cash flows from financing activities: | ||
Proceeds for the issuance of common stock under the ESPP | 11.4 | 13.8 |
Proceeds from exercise of stock options | 0 | 0.9 |
Payment of tax withholding for RSUs | (16.6) | (27.2) |
Repurchase of common stock | (65.4) | (125.8) |
Borrowings under debt agreements | 1,165 | 904.3 |
Payment of debt issuance and other financing costs | 0 | (4.7) |
Repayment of long-term debt | (60.3) | (38.6) |
Acquisition related payments | (5.5) | 0 |
Payment of finance lease obligations | 0 | (0.4) |
Net cash provided by financing activities | 1,028.6 | 722.3 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 0.1 | 0.3 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 1,166.5 | (188) |
Cash, cash equivalents and restricted cash, beginning of period | 894.2 | 1,087.1 |
Cash, cash equivalents and restricted cash, end of period | $ 2,060.7 | $ 899.1 |
Background and Basis of Present
Background and Basis of Presentation | 6 Months Ended |
Jul. 03, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Basis of Presentation | Note 1: Background and Basis of Presentation ON Semiconductor Corporation, together with its wholly and majority-owned subsidiaries ("ON Semiconductor," "we," “us,” “our,” or the "Company"), uses a thirteen-week fiscal quarter accounting period for the first three fiscal quarters of each year, with the second quarter of 2020 having ended on July 3, 2020 and each fiscal year ending on December 31. The quarters ended July 3, 2020 and June 28, 2019 each contained 91 days. The six months ended July 3, 2020 and June 28, 2019 contained 185 and 179 days, respectively. As of July 3, 2020, the Company was 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"). Additional details on the Company’s operating and reportable segments are included in Note 2: ''Revenue and Segment Information.'' The accompanying unaudited financial statements as of and for the quarter and six months ended July 3, 2020 have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") for unaudited interim financial information. 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, 2019 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 includes all adjustments, which includes normal recurring adjustments, necessary for a fair statement of the results for the interim periods. The footnote disclosures related to the interim financial information included 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, 2019 included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on February 19, 2020 (the “2019 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; (iii) fair values of share-based compensation; and (iv) measurement of valuation allowances against deferred tax assets and evaluations of unrecognized tax benefits. Even though the novel coronavirus disease 2019 (“COVID-19”) pandemic impacted the demand for the Company's products and gross margin, it did not have a significant impact on these estimates. 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 indefinite-lived intangible assets, 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. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in the context of the information reasonably available and the unknown future impact of the COVID-19 pandemic as of July 3, 2020, and through the date of this Form 10-Q. The accounting matters assessed included, but were not limited to, the allowance for doubtful accounts, share based compensation, inventory valuation and corresponding reserves, carrying value of indefinite-lived assets, other long-lived assets and goodwill, valuation allowance for tax assets, contingencies and revenue recognition. While there was not a material impact to the consolidated financial statements as of and for the quarter and six months ended July 3, 2020, resulting from these assessments, future assessment of the current expectations, including of the magnitude and duration of the COVID-19 pandemic, as well as other factors, could result in a material adverse impact to the consolidated financial statements in future reporting periods. |
Revenue and Segment Information
Revenue and Segment Information | 6 Months Ended |
Jul. 03, 2020 | |
Segment Reporting [Abstract] | |
Revenue and Segment Information | Note 2: Revenue and Segment Information The Company is organized into three operating and reportable segments consisting of PSG, ASG and ISG. Because many products are sold into different end-markets, the total revenue reported for a segment is not indicative of actual sales in the end-market associated with that segment, but rather is the sum of the revenue from the product lines assigned to that segment. These segments represent the Company’s view of the business and its gross profit is used to evaluate progress of major initiatives and allocation of resources. 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 3, 2020: Revenue from external customers $ 618.4 $ 426.7 $ 168.4 $ 1,213.5 Gross profit $ 184.2 $ 156.1 $ 50.3 $ 390.6 For the quarter ended June 28, 2019: Revenue from external customers $ 700.9 $ 462.0 $ 184.8 $ 1,347.7 Gross profit $ 255.7 $ 184.7 $ 65.9 $ 506.3 For the six months ended July 3, 2020: Revenue from external customers $ 1,242.3 $ 893.8 $ 355.3 $ 2,491.4 Gross profit $ 362.8 $ 330.9 $ 113.1 $ 806.8 For the six months ended June 28, 2019: Revenue from external customers $ 1,405.1 $ 956.1 $ 373.1 $ 2,734.3 Gross profit $ 504.7 $ 384.8 $ 140.8 $ 1,030.3 The Company had one customer, a distributor, whose revenue accounted for approximately 11% and 10% of the total revenue for the quarter and six months ended July 3, 2020, respectively. Gross profit is exclusive of the amortization of acquisition-related intangible assets. Depreciation expense is included in segment gross profit. Reconciliation of segment gross profit to consolidated gross profit is provided below (in millions): Quarters Ended Six Months Ended July 3, 2020 June 28, 2019 July 3, 2020 June 28, 2019 Gross profit for reportable segments $ 390.6 $ 506.3 $ 806.8 $ 1,030.3 Less: Unallocated manufacturing costs (16.3) (7.3) (29.8) (17.6) Consolidated gross profit $ 374.3 $ 499.0 $ 777.0 $ 1,012.7 Revenue for the Company's operating and reportable segments disaggregated into geographic locations based on sales billed from the respective country and sales channels are as follows (in millions): Quarter Ended July 3, 2020 PSG ASG ISG Total Geographic Location Singapore $ 243.4 $ 157.4 $ 38.6 $ 439.4 Hong Kong 190.4 95.7 37.2 323.3 United Kingdom 75.8 42.4 22.7 140.9 United States 56.2 63.5 32.1 151.8 Other 52.6 67.7 37.8 158.1 Total $ 618.4 $ 426.7 $ 168.4 $ 1,213.5 Sales Channel Distributors $ 436.9 $ 231.3 $ 103.8 $ 772.0 OEM/ODM 150.2 164.4 54.3 368.9 Electronic Manufacturing Service Providers 31.3 31.0 10.3 72.6 Total $ 618.4 $ 426.7 $ 168.4 $ 1,213.5 Six Months Ended July 3, 2020 PSG ASG ISG Total Geographic Location Singapore $ 437.7 $ 330.0 $ 80.0 $ 847.7 Hong Kong 382.4 187.6 69.5 639.5 United Kingdom 180.9 119.2 67.8 367.9 United States 128.9 140.8 66.6 336.3 Other 112.4 116.2 71.4 300.0 Total $ 1,242.3 $ 893.8 $ 355.3 $ 2,491.4 Sales Channel Distributors $ 823.2 $ 444.9 $ 207.2 $ 1,475.3 OEM/ODM 344.4 383.8 127.8 856.0 Electronic Manufacturing Service Providers 74.7 65.1 20.3 160.1 Total $ 1,242.3 $ 893.8 $ 355.3 $ 2,491.4 Quarter Ended June 28, 2019 PSG ASG ISG Total Geographic Location Singapore $ 213.3 $ 130.5 $ 36.1 $ 379.9 Hong Kong 206.2 108.3 33.9 348.4 United Kingdom 118.0 76.4 35.0 229.4 United States 99.6 93.0 30.9 223.5 Other 63.8 53.8 48.9 166.5 Total $ 700.9 $ 462.0 $ 184.8 $ 1,347.7 Sales Channel Distributors $ 433.5 $ 230.1 $ 116.8 $ 780.4 OEM/ODM 223.3 197.7 58.7 479.7 Electronic Manufacturing Service Providers 44.1 34.2 9.3 87.6 Total $ 700.9 $ 462.0 $ 184.8 $ 1,347.7 Six Months Ended June 28, 2019 PSG ASG ISG Total Geographic Location Singapore $ 438.3 $ 283.5 $ 83.3 $ 805.1 Hong Kong 406.8 220.3 59.3 686.4 United Kingdom 243.8 155.9 76.6 476.3 United States 188.5 185.6 63.0 437.1 Other 127.7 110.8 90.9 329.4 Total $ 1,405.1 $ 956.1 $ 373.1 $ 2,734.3 Sales Channel Distributors $ 857.2 $ 464.9 $ 223.1 $ 1,545.2 OEM/ODM 459.5 418.8 130.2 1,008.5 Electronic Manufacturing Service Providers 88.4 72.4 19.8 180.6 Total $ 1,405.1 $ 956.1 $ 373.1 $ 2,734.3 The Company operates in various geographic locations. Sales to unaffiliated customers have little correlation with the location of manufacturers. 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 Company’s consolidated assets are not specifically ascribed to its individual reportable segments. Rather, assets used in operations are generally shared across the Company’s operating and reportable segments. Property, plant and equipment, net by geographic location, is summarized as follows (in millions): As of July 3, 2020 December 31, 2019 United States $ 665.0 $ 616.7 South Korea 477.5 485.4 Philippines 415.3 433.5 China 238.8 243.6 Japan 211.0 218.1 Czech Republic 212.0 213.4 Malaysia 185.7 204.4 Other 161.2 176.5 Total $ 2,566.5 $ 2,591.6 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jul. 03, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note 3: Recent Accounting Pronouncements Adopted: ASU 2020-04 – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”) In March 2020, the FASB issued ASU 2020-04 to address constituents’ concerns about certain accounting consequences that could result from the global markets’ anticipated transition away from the use of the LIBO Rate and other interbank offered rates to alternative reference rates. ASU 2020-04 includes optional expedients and the relief provided is elective and applies to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference LIBO Rate or another reference rate expected to be discontinued because of reference rate reform. These amendments are effective for entities as of March 12, 2020 through December 31, 2022. The Company elected to apply the provisions of ASU 2020-04 for its contracts and hedging relationships as of March 12, 2020. The adoption of ASU 2020-04 did not have a material impact on its consolidated financial statements. ASU 2019-12 – Income taxes (Topic 740): Simplifying the accounting for income taxes (“ASU 2019-12”) In December 2019, the FASB issued ASU 2019-12 which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Income taxes (Topic 740). The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company early adopted ASU 2019-12 during the quarter ended April 3, 2020. The adoption of ASU 2019-12 did not have a material impact on its consolidated financial statements. Pending adoption: ASU 2020-06 - Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) |
Acquisitions
Acquisitions | 6 Months Ended |
Jul. 03, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Note 4: Acquisitions Acquisition of Quantenna On June 19, 2019, the Company acquired 100% of the outstanding shares of Quantenna Communications, Inc. ("Quantenna"), a global leader and innovator of high performance Wi-Fi solutions, whereby Quantenna became a wholly-owned subsidiary of the Company. The purchase price consideration for the acquisition totaled $1,039.3 million. Pro-Forma Results of Operations The following unaudited pro-forma consolidated results of operation for the quarters and six months ended July 3, 2020 and June 28, 2019 have been prepared as if the acquisition of Quantenna had occurred on January 1, 2018 and includes adjustments for amortization of intangibles, interest expense from financing, restructuring, and the effect of purchase accounting adjustments including the step-up of inventory (in millions): Quarters Ended Six Months Ended July 3, 2020 June 28, 2019 July 3, 2020 June 28, 2019 Revenue $ 1,213.5 $ 1,385.3 $ 2,491.4 $ 2,829.6 Net income (loss) (0.9) 96.7 (13.6) 198.5 Net income (loss) attributable to ON Semiconductor Corporation (1.4) 95.6 (14.4) 197.4 Net income (loss) per share of common stock attributable to ON Semiconductor Corporation: Basic $ 0.00 $ 0.23 $ (0.04) $ 0.48 Diluted $ 0.00 $ 0.23 $ (0.04) $ 0.47 |
Restructuring, Asset Impairment
Restructuring, Asset Impairments and Other, Net | 6 Months Ended |
Jul. 03, 2020 | |
Restructuring Charges [Abstract] | |
Restructuring, Asset Impairments and Other, Net | Note 5: Restructuring, Asset Impairments and Other, Net Details of restructuring, asset impairments and other charges, net are as follows (in millions): Restructuring Asset Impairments (1) Other Total Quarter ended July 3, 2020 2020 Involuntary separation program $ 11.8 $ — $ — $ 11.8 Other — 5.8 (1.4) 4.4 Total $ 11.8 $ 5.8 $ (1.4) $ 16.2 Restructuring Asset Impairments (1) Other Total Six months ended July 3, 2020 Voluntary separation program $ 27.5 $ — $ — $ 27.5 2020 Involuntary separation program 11.8 — — 11.8 Other general workforce reduction 3.8 — — 3.8 Other — 7.2 (1.3) 5.9 Total $ 43.1 $ 7.2 $ (1.3) $ 49.0 (1) Impairment of certain property, plant and equipment and lease right-of-use assets. Summary of changes in accrued restructuring from December 31, 2019 to July 3, 2020 is as follows (in millions): As of As of December 31, 2019 Charges Usage July 3, 2020 Employee separation charges $ 0.1 $ 43.1 $ (29.2) $ 14.0 Other 0.1 — (0.1) — Total $ 0.2 $ 43.1 $ (29.3) $ 14.0 Voluntary Separation Program During the first quarter of 2020, the Company offered a voluntary separation program (the "VSP") to employees that met certain criteria. Participation was subject to management review and approval. The purpose of the VSP was to allow employees to voluntarily separate employment during a specific time and with enhanced separation compensation and benefits, thereby enabling the Company to optimize its cost structure and progress towards its target financial model. Management approved 243 employees for participation in the VSP during the quarter ended April 3, 2020, after which the VSP was terminated. During the quarter ended April 3, 2020, the aggregate expense for the VSP amounted to $27.5 million for the 243 employees, all of whom had exited the Company as of July 3, 2020. During the quarter ended July 3, 2020, the Company paid $20.4 million of the aggregate expense and had $7.1 million accrued as of July 3, 2020, which is expected to be paid during the third quarter of 2020. 2020 Involuntary Separation Program During the second quarter of 2020, the Company implemented an involuntary separation program (the “ISP”) . Under the ISP, the Company notified approximately 191 employees of their employment termination with aggregate severance costs and other benefits amounting to $11.8 million, of which $6.8 million remained accrued as of July 3, 2020. This amount is expected to be paid during the third and fourth quarters of 2020 depending on the exit date of the notified employees. The Company currently does not anticipate additional employee terminations under the ISP. Other General Workforce Reduction In addition to the VSP and the ISP, the Company took other general workforce reduction measures (including the post-Quantenna acquisition restructuring) during the first quarter of 2020. In connection with such measures, the Company notified approximately 98 employees of their employment termination, all of whom exited by April 3, 2020. During the quarter ended April 3, 2020, the aggregate expense for these other general workforce reduction measures amounted to $3.8 million and were paid out within the quarter. There was no activity under this program during the second quarter of 2020. The Company |
Balance Sheet Information and O
Balance Sheet Information and Other | 6 Months Ended |
Jul. 03, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Information and Other | Note 6: Balance Sheet Information and Other Goodwill Changes in the goodwill balance from December 31, 2019 through July 3, 2020 were as follows (in millions): Net balance as of December 31, 2019 $ 1,659.2 Addition due to business combination 4.2 Net balance as of July 3, 2020 $ 1,663.4 Goodwill is tested for impairment annually on the first day of the fourth quarter or more frequently if events or changes in circumstances (each, a "triggering event") would more likely than not reduce the carrying value of goodwill below its fair value. Management considered the general economic decline and the impact of the COVID-19 pandemic, but did not identify any triggering events during the quarter and six months ended July 3, 2020 that would require an interim impairment analysis. Inventory Details of Inventory included in the Company’s Consolidated Balance Sheets are as follows (in millions): As of July 3, 2020 December 31, 2019 Inventories: Raw materials $ 148.0 $ 138.4 Work in process 848.0 772.9 Finished goods 289.4 321.1 $ 1,285.4 $ 1,232.4 Defined Benefit Plans As of July 3, 2020, the total accrued pension liability for underfunded plans was $133.5 million, of which the current portion of $0.3 million was classified as accrued expenses and other current liabilities. As of December 31, 2019, the total accrued pension liability for underfunded plans was $132.7 million, of which the current portion of $0.3 million was classified as accrued expenses and other current liabilities. The components of the net periodic pension expense were as follows (in millions): Quarters Ended Six Months Ended July 3, 2020 June 28, 2019 July 3, 2020 June 28, 2019 Service cost $ 2.7 $ 2.4 $ 5.4 $ 4.7 Interest cost 1.1 1.2 2.3 2.5 Expected return on plan assets (1.5) (1.5) (3.1) (3.0) Curtailment gain (1.6) — (1.6) — Total net periodic pension cost $ 0.7 $ 2.1 $ 3.0 $ 4.2 Leases Operating lease arrangements are comprised primarily of real estate and equipment agreements. The components of lease expense were as follows (in millions): Quarters Ended Six Months Ended July 3, 2020 June 28, 2019 July 3, 2020 June 28, 2019 Operating lease $ 9.1 $ 8.3 $ 18.2 $ 16.6 Variable lease 0.7 1.0 1.8 2.1 Short-term lease 1.2 0.6 2.4 1.3 Total lease expense $ 11.0 $ 9.9 $ 22.4 $ 20.0 The lease liabilities recognized in the Consolidated Balance Sheets are as follows (in millions): As of July 3, 2020 December 31, 2019 Accrued expenses and other current liabilities $ 27.6 $ 26.1 Other long-term liabilities 120.1 87.9 Total lease obligations $ 147.7 $ 114.0 Operating lease assets of $143.4 million and $110.2 million are included in other assets in the Consolidated Balance Sheets as of July 3, 2020 and December 31, 2019, respectively. As of July 3, 2020, the weighted-average remaining lease-term was 7.2 years and the weighted-average discount rate was 5.0%. Supplemental Disclosure of Cash Flow Information Certain of the Company's cash and non-cash activities were as follows (in millions): Six Months Ended July 3, 2020 June 28, 2019 Non-cash investing activities: Capital expenditures in accounts payable and other long-term liabilities $ 152.8 $ 173.0 Sale of property in exchange of note receivable 4.7 $ — Right-of-use assets obtained in exchange of lease liabilities 49.0 4.8 Non-cash financing activity: Liability incurred for purchase of business $ — $ 38.9 Cash (received) paid for: Interest income $ (3.4) $ (3.0) Interest expense 58.4 40.3 Income taxes 15.5 32.1 Operating lease payments in operating cash flows 18.3 17.5 Reconciliation of the captions in the Consolidated Balance Sheets to the Consolidated Statements of Cash Flows (in millions): As of July 3, 2020 December 31, 2019 June 28, 2019 December 31, 2018 Consolidated Balance Sheets: Cash and cash equivalents $ 2,060.4 $ 894.2 $ 885.2 $ 1,069.6 Restricted cash (included in other current assets) 0.3 — 13.9 17.5 Cash, cash equivalents and restricted cash in Consolidated Statements of Cash Flows $ 2,060.7 $ 894.2 $ 899.1 $ 1,087.1 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jul. 03, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 7: Long-Term Debt The Company's long-term debt consists of the following (annualized interest rates, in millions): As of July 3, 2020 December 31, 2019 Amended Credit Agreement: Revolving Credit Facility due 2024, interest payable monthly at 1.68% and 3.30%, respectively $ 1,965.0 $ 800.0 Term Loan “B” Facility due 2026, interest payable monthly at 2.18% and 3.80%, respectively 1,622.7 1,630.9 1.00% Notes due 2020 (1) 690.0 690.0 1.625% Notes due 2023 (2) 575.0 575.0 Other long-term debt (3) 0.5 53.3 Gross long-term debt, including current portion $ 4,853.2 $ 3,749.2 Less: Debt discount (4) (82.7) (102.7) Less: Debt issuance costs (5) (30.1) (34.0) Net long-term debt, including current portion $ 4,740.4 $ 3,612.5 Less: Current portion of long-term debt (695.6) (736.0) Net long-term debt $ 4,044.8 $ 2,876.5 (1) Interest is payable on June 1 and December 1 of each year at 1.00% annually. (2) Interest is payable on April 15 and October 15 of each year at 1.625% annually. (3) Consists of a term loan, finance lease and other facility at certain international locations where interest is payable monthly or quarterly, with interest rates ranging between 1.00% and 1.48% and maturity dates in 2020. (4) Debt discount of $9.6 million and $20.4 million for the 1.00% Notes, $63.3 million and $71.8 million for the 1.625% Notes and $9.8 million and $10.5 million for the Term Loan "B" Facility, in each case as of July 3, 2020 and December 31, 2019, respectively. (5) Debt issuance costs of $1.3 million and $2.8 million for the 1.00% Notes, $6.1 million and $6.9 million for the 1.625% Notes and $22.7 million and $24.3 million for the Term Loan "B" Facility, in each case as of July 3, 2020 and December 31, 2019, respectively. Expected maturities of gross long-term debt (including current portion) as of July 3, 2020 are as follows (in millions): Period Expected Maturities Remainder of 2020 $ 698.7 2021 16.3 2022 16.3 2023 591.4 2024 1,981.4 Thereafter 1,549.1 Total $ 4,853.2 The Company was in compliance with its covenants under all debt agreements as of July 3, 2020. Eighth Amendment to the Amended Credit Agreement On June 23, 2020, the Company entered into the Eighth Amendment ("Eighth Amendment") to the Amended Credit Agreement with the subsidiary guarantors party thereto, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and certain Lenders party thereto constituting the Required Lenders (as defined in the Amended Credit Agreement). The Eighth Amendment provided for, among other things, (i) replace the defined term “Capital Lease Obligations” with a new defined term “Finance Lease Obligations” providing that such obligations only include property classified as finance leases under U.S. GAAP and (ii) make certain amendments in connection with the proposed domestication of ON Management Ltd. and Quantenna Ltd., each of which is a subsidiary of the Company that is not a Loan Party (as defined in the Amended Credit Agreement) and both of which hold economic rights in certain intellectual property, from Bermuda entities to Delaware entities, including, among other things, (a) to permit Investments (as defined in the Amended Credit Agreement) by any Loan Party in any Foreign Subsidiary (as defined in the Amended Credit Agreement) if the proceeds of such Investments are used for Capital Expenditures (as defined in the Amended Credit Agreement) (“Capital Expenditure Investments”) and (b) to increase the amount of certain permitted intercompany Investments by any Loan Party in any subsidiary that is not a Loan Party by an amount (which shall not be less than zero) equal to (A) Net Royalties (as defined in the Amended Credit Agreement) minus (B) the aggregate amount of Capital Expenditure Investments. See Note 15: ''Subsequent Event'' for more information on the domestication of certain foreign subsidiaries, which was completed on July 6, 2020. Credit Facility Draw On March 24, 2020, the Company borrowed $1,165.0 million under the Revolving Credit Facility as a precautionary measure in order to increase the Company’s cash position and provide financial flexibility in light of the uncertainty resulting from the impact of the COVID-19 pandemic (the “Credit Facility Draw”). As a result of the Credit Facility Draw, as of July 3, 2020, the Company had borrowed substantially all amounts available under the Revolving Credit Facility and has $4.0 million available for draw under the Revolving Credit Facility, subject to certain conditions. The proceeds from the Credit Facility Draw could be used to repay a portion of debt maturing in 2020, and for working capital, general corporate or other purposes. |
Earnings Per Share and Equity
Earnings Per Share and Equity | 6 Months Ended |
Jul. 03, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share and Equity | Note 8: Earnings Per Share and Equity Earnings Per Share Net income (loss) per share of common stock attributable to ON Semiconductor Corporation is calculated as follows (in millions, except per share data): Quarters Ended Six Months Ended July 3, 2020 June 28, 2019 July 3, 2020 June 28, 2019 Net income (loss) attributable to ON Semiconductor Corporation $ (1.4) $ 101.8 $ (15.4) $ 215.9 Basic weighted-average shares of common stock outstanding 410.1 411.9 410.3 411.3 Dilutive effect of share-based awards — 1.9 — 2.6 Dilutive effect of convertible notes — 3.9 — 3.9 Diluted weighted-average shares of common stock outstanding 410.1 417.7 410.3 417.8 Net income (loss) per share of common stock attributable to ON Semiconductor Corporation: Basic $ 0.00 $ 0.25 $ (0.04) $ 0.52 Diluted $ 0.00 $ 0.24 $ (0.04) $ 0.52 Basic income (loss) per share of common stock is computed by dividing net income (loss) attributable to the Company by the weighted average number of shares of common stock outstanding during the period. To calculate the diluted weighted-average shares of common stock outstanding, the number of incremental shares from the assumed exercise of stock options and assumed issuance of shares relating to RSUs is calculated by applying the treasury stock method. Share-based awards whose impact is considered to be anti-dilutive under the treasury stock method were excluded from the diluted net income per share calculation. The excluded number of anti-dilutive share-based awards was 3.6 million and 0.6 million for the quarters ended July 3, 2020 and June 28, 2019, respectively, and 3.1 million and 0.6 million for the six months ended July 3, 2020 and June 28, 2019, respectively. The increase in the anti-dilutive share-based awards was due to the net loss for the quarter and six months ended July 3, 2020, as the inclusion would have the effect of decreasing the diluted net loss per share of common stock attributable to the Company. The dilutive impact related to the 1.00% Notes and 1.625% Notes is determined in accordance with the net share settlement requirements, under which the Company's convertible notes are assumed to be convertible into cash up to the par value, with the excess of par value being convertible into common stock. In addition to the net loss for the quarter ended July 3, 2020, the average share price did not exceed the conversion price for both the 1.00% Notes and 1.625% Notes, and as a result, was not included in calculating the diluted weighted-average shares of common stock outstanding. Equity Share Repurchase Program Under the Company's share repurchase program announced on November 15, 2018 (the “Share Repurchase Program”), the Company may repurchase up to $1.5 billion (exclusive of fees, commissions and other expenses) of the Company’s common stock from December 1, 2018 through December 31, 2022. There were no repurchases and $50.0 million in repurchases of the Company's common stock under the Share Repurchase Program during the quarters ended July 3, 2020 and June 28, 2019, respectively. There were $65.3 million and $125.7 million in repurchases of the Company's common stock under the Share Repurchase Program during the six months ended July 3, 2020 and June 28, 2019, respectively. As of July 3, 2020, the authorized amount remaining under the Share Repurchase Program was $1,295.8 million. Activity under the Share Repurchase Program during the quarter and six months ended July 3, 2020 and June 28, 2019 were as follows (in millions, except per share data): Quarters Ended Six Months Ended July 3, 2020 June 28, 2019 July 3, 2020 June 28, 2019 Number of repurchased shares (1) — 2.6 3.6 7.0 Aggregate purchase price $ — $ 50.0 $ 65.3 $ 125.7 Fees, commissions and other expenses — — 0.1 0.1 Total cash used for share repurchases $ — $ 50.0 $ 65.4 $ 125.8 Weighted-average purchase price per share (2) $ — $ 19.32 $ 18.08 $ 17.97 (1) None of these shares had been reissued or retired as of July 3, 2020, but may be reissued or retired at a later date. (2) Exclusive of fees, commissions and other expenses. Shares for Restricted Stock Units Tax Withholding Shares with a fair market value equal to the applicable amount of the employee withholding taxes due are withheld by the Company upon the vesting of RSUs to pay the applicable amount of employee withholding taxes and are considered common stock repurchases. The Company then pays the applicable amount of withholding taxes in cash. The amounts remitted during the quarters and six months ended July 3, 2020 were $0.6 million and $16.6 million, respectively, for which the Company withheld less than 0.1 million and approximately 0.9 million shares of common stock, respectively, that were underlying the RSUs that vested. The amounts remitted during the quarters and six months ended June 28, 2019 were $1.1 million and $27.2 million, respectively, for which the Company withheld approximately 0.1 million and 1.3 million shares of common stock, respectively, that were underlying the RSUs that vested. Treasury stock is recorded at cost and is presented as a reduction of stockholders' equity in the accompanying consolidated financial statements. None of these shares had been reissued or retired as of July 3, 2020, but may be reissued or retired by the Company at a later date. These repurchases in connection with tax withholding upon vesting were not made under the Share Repurchase Program, and the amounts spent in connection with such deemed repurchases did not reduce the authorized amount remaining under the Share Repurchase Program. Non-Controlling Interest The Company owns 80% of the outstanding equity interests in a joint venture, Leshan-Phoenix Semiconductor Company Limited (“Leshan”), which operates assembly and test operations in Leshan, China. The results of Leshan have been consolidated in the Company's financial statements. As of December 31, 2019, the non-controlling interest balance was $22.4 million. This balance increased to $23.2 million as of July 3, 2020, resulting from the non-controlling interest’s $0.8 million share of the earnings for the six months ended July 3, 2020. During the quarter ended April 3, 2020, the Company acquired the remaining 40% of the equity interest in ON Semiconductor Aizu Co., Ltd., ("OSA") from Fujitsu Semiconductor Limited (“FSL”), whereby OSA became a wholly-owned subsidiary of the Company. OSA operates a front-end wafer fabrication facility in Aizuwakamatsu, Japan. The purchase price payable to FSL for the remaining 40% equity, offset by the purchase price adjustment, resulted in the Company receiving $26.0 million settlement of purchase price from FSL during the quarter ended April 3, 2020. The results of OSA have been consolidated in the Company’s financial statements since the fourth quarter of 2018, when the Company acquired the majority equity interest. Stockholders' Rights Plan On June 7, 2020, the Company's Board of Directors authorized and declared a dividend of one preferred share purchase right (a “Right”) to be issued as of 5:00 p.m. New York City time on June 18, 2020, for each outstanding share of common stock to the stockholders of record on that date. In connection with the Rights, the Company and Computershare Trust Company, N.A., as rights agent, entered into a Rights Agreement, dated as of June 8, 2020 (the “Rights Agreement”). Each Right entitles the registered holder of common stock to purchase from the Company one-hundred-thousandth of a share (a “Unit”) of Series B Junior Participating Preferred Stock, par value $0.01 per share, at a purchase price of $100.80 per Unit (the “Purchase Price”), subject to adjustment as provided in the Rights Agreement. Subject to certain exceptions, if a person or group becomes the beneficial owner of more than 15% of the Company’s outstanding shares of common stock, the Rights will become exercisable for that number of shares of Common Stock having a market value of two times the Purchase Price. The Rights, which have a de minimis value as of July 3, 2020, expire on the earlier of (i) the close of business on June 7, 2021, (ii) the time at which the Rights are redeemed pursuant to the Rights Agreement, (iii) the closing of any merger or other acquisition transaction involving the Company that has been approved by the Company’s Board of Directors, at which time the Rights are terminated, and (iv) the time at which the Rights are exchanged pursuant to the Rights Agreement. The Rights are in all respects subject to and governed by the provisions of the Rights Agreement. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jul. 03, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Note 9: Share-Based Compensation Total share-based compensation expense related to the Company's RSUs, stock grant awards and the ESPP were recorded within the Consolidated Statements of Operations and Comprehensive Income as follows (in millions): Quarters Ended Six Months Ended July 3, 2020 June 28, 2019 July 3, 2020 June 28, 2019 Cost of revenue $ 2.8 $ 3.5 $ 5.3 $ 5.4 Research and development 4.4 5.4 8.5 9.0 Selling and marketing 3.1 4.6 6.1 8.4 General and administrative 7.7 13.8 13.8 24.2 Share-based compensation expense $ 18.0 $ 27.3 $ 33.7 $ 47.0 Income tax benefit (3.8) (5.7) (7.1) (9.9) Share-based compensation expense, net of taxes $ 14.2 $ 21.6 $ 26.6 $ 37.1 As of July 3, 2020, total unrecognized share-based compensation expense, net of estimated forfeitures, related to non-vested RSUs with service, performance and market conditions was $90.9 million, which is expected to be recognized over a weighted-average period of 1.6 years. There were no stock options exercised during the quarter and six months ended July 3, 2020. Upon option exercise, vesting of RSUs, stock grant awards or completion of a purchase under the ESPP, the Company issues new shares of common stock. The annualized pre-vesting forfeiture rate for RSUs was estimated to be 5% for the quarters and six months ended July 3, 2020 and June 28, 2019. Shares Available As of July 3, 2020 and December 31, 2019, there was an aggregate of 17.3 million and 25.5 million shares of common stock, respectively, available for grant under the Amended and Restated SIP. As of July 3, 2020 and December 31, 2019, there was an aggregate of 3.6 million and 4.8 million shares of common stock, respectively, available for issuance under the ESPP. Restricted Stock Units RSUs generally vest ratably over three years for awards with service condition and over two years for awards with performance or market conditions, or a combination thereof, and are settled in shares of the Company's common stock upon vesting. A summary of the RSU transactions for the six months ended July 3, 2020 is as follows (in millions, except per share data): Number of Shares Weighted-Average Grant Date Fair Value Per Share Non-vested RSUs at December 31, 2019 8.9 $ 20.84 Granted 5.7 18.59 Released (2.9) 18.29 Forfeited (0.5) 21.04 Non-vested RSUs at July 3, 2020 11.2 20.34 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 03, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10: Commitments and Contingencies Environmental Contingencies There are no new environmental contingencies subsequent to the filing of the 2019 Form 10-K. Financing Contingencies In the ordinary course of business, the Company provides standby letters of credit or other guarantee instruments to certain parties initiated by either the Company or its subsidiaries, as required for transactions, including, but not limited to, material purchase commitments, agreements to mitigate collection risk, leases, utilities or customs guarantees. As of July 3, 2020, the Company's Revolving Credit Facility included $15.0 million of commitment subject to the available balance of the Revolving Credit Facility for the issuance of letters of credit, which, as of the date of this Form 10-Q was $4.0 million. There were $1.0 million letters of credit outstanding under the Revolving Credit Facility as of July 3, 2020, which reduced the Company's borrowing capacity. As of July 3, 2020, the Company also had outstanding guarantees and letters of credit outside of its Revolving Credit Facility totaling $6.8 million. As part of obtaining financing in the ordinary course of business, the Company issued guarantees related to certain of its subsidiaries' term loan financing and surety bond, which totaled $1.4 million as of July 3, 2020. Based on historical experience and information currently available, the Company believes that it will not be required to make payments under the standby letters of credit or guarantee arrangements for the foreseeable future. Indemnification Contingencies There are no new indemnification contingencies subsequent to the filing of the 2019 Form 10-K. Legal Matters From time to time, the Company is party to various legal proceedings arising in the ordinary course of business, including indemnification claims, claims of alleged infringement of patents, trademarks, copyrights and other IP rights, claims of alleged non-compliance with contract provisions and claims related to alleged violations of laws and regulations. The Company regularly evaluates the status of the legal proceedings in which it is involved to assess whether a loss is probable or there is a reasonable possibility that a loss, or an additional loss, may have been incurred and determines if accruals are appropriate. If accruals are not appropriate, the Company further evaluates each legal proceeding to assess whether an estimate of possible loss or range of possible loss can be made for disclosure. Although litigation is inherently unpredictable, the Company believes that it has adequate provisions for any probable and estimable losses. Nevertheless, it is possible that the Company’s consolidated financial position, results of operations or liquidity could be materially and adversely affected in any particular period by the resolution of a legal proceeding. The Company’s estimates do not represent its maximum exposure. Legal expenses related to defense, negotiations, settlements, rulings and advice of outside legal counsel are expensed as incurred. The Company is currently involved in a variety of legal matters that arise in the ordinary course of business. Based on information currently available, except as disclosed below, the Company is not involved in any pending or threatened legal proceedings that it believes could reasonably be expected to have a material adverse effect on its financial condition, results of operations or liquidity. The litigation process is inherently uncertain, and the Company cannot guarantee that the outcome of any litigation matter will be favorable to the Company. Litigation with AcBel Polytech, Inc. On November 27, 2013, Fairchild and Fairchild Semiconductor Corporation were named as defendants in a complaint filed by AcBel Polytech, Inc. (“AcBel”) in the U.S. District Court for the District of Massachusetts. The lawsuit alleged a number of causes of action, including breach of warranty, fraud, negligence and strict liability, and has been docketed as AcBel Polytech, Inc. v. Fairchild Semiconductor International, Inc. et al, Case # 1:13-CV-13046-DJC. On December 10, 2016, the Court issued an order on the Company’s motion for summary judgment dismissing all of AcBel’s claims except for claims alleging breach of implied warranties. A bench trial was held in June 2017. On December 27, 2017, the Court rendered a verdict in favor of the Fairchild defendants on the remaining implied warranty claims. AcBel appealed the Court’s ruling, and on September 11, 2018, the U.S. Court of Appeals for the First Circuit heard arguments in this matter from Fairchild and AcBel. On June 20, 2019, the First Circuit vacated the decision of the District Court in favor of Fairchild and remanded the matter for additional discovery and a new trial. The First Circuit also reversed the District Court’s dismissal of the fraud, fraudulent misrepresentation and negligent misrepresentation claims at the summary judgment phase and remanded those claims for trial. The District Court scheduled a new trial for July 6, 2020. In parallel to the litigation with AcBel, Fairchild filed an arbitration against its distributor, Synnex Technology International Corp (“Synnex”), in Hong Kong in response to Synnex’s failure to pass along Fairchild’s limited warranty to AcBel. The arbitration was held in December 2017. On August 17, 2018, the arbitrator ruled in favor of Fairchild and ordered Synnex to indemnify Fairchild for any damages Fairchild is required to pay AcBel in connection with the litigation between Fairchild and AcBel. On November 16, 2018, Synnex appealed the arbitrator’s ruling. A hearing was held on October 23, 2019, and on November 1, 2019, a Hong Kong court affirmed the arbitrator’s ruling in favor of Fairchild. Prior to the July 6, 2020 trial, AcBel, Fairchild and Synnex tentatively agreed to a settlement of all disputes related to the litigation. AcBel and Fairchild notified the Court of the potential settlement, and the Court adjourned the case until August 10, 2020. On July 31, 2020, the Company entered into a settlement agreement and release in respect of the dispute with Synnex and Acbel. As of the date of this Form 10-Q, the Company has paid its full aggregate liability of $6.0 million in accordance with the settlement agreement and all applicable claims have been released. Intellectual Property Matters The Company faces risk of exposure from claims of infringement of the IP rights of others. In the ordinary course of business, the Company receives letters asserting that the Company’s products or components breach another party’s rights. Such letters may request royalty payments from the Company, that the Company cease and desist using certain IP or other remedies. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 03, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 11: Fair Value Measurements Fair Value of Financial Instruments The following table summarizes the Company's financial assets and liabilities, excluding pension assets, measured at fair value on a recurring basis (in millions): As of Fair Value Hierarchy Description July 3, 2020 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Demand and time deposits $ 528.2 $ 528.2 $ — $ — As of Fair Value Hierarchy Description December 31, 2019 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Demand and time deposits $ 28.2 $ 28.2 $ — $ — Other The carrying amounts of other current assets and liabilities, such as accounts receivable and accounts payable, approximate fair value based on the short-term nature of these instruments. Fair Value of Long-Term Debt, including Current Portion The carrying amounts and fair values of the Company’s long-term borrowings (excluding finance lease obligations) are as follows (in millions): As of July 3, 2020 December 31, 2019 Carrying Fair Value Carrying Fair Value Long-term debt, including current portion Convertible notes (1) $ 1,184.7 $ 1,479.2 $ 1,163.1 $ 1,730.2 Long-term debt (1) 3,555.8 3,365.5 2,449.3 2,427.8 (1) Carrying amount shown is net of debt discount and debt issuance costs. The fair values of the Company's 1.00% Notes and 1.625% Notes were estimated based on market prices in active markets (Level 1). The fair value of other long-term debt was estimated based on discounting the remaining principal and interest payments using current market rates for similar debt (Level 2) at July 3, 2020 and December 31, 2019. |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jul. 03, 2020 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | Note 12: Financial Instruments Foreign Currencies As a multinational business, the Company’s transactions are denominated in a variety of currencies. When appropriate, the Company uses forward foreign currency contracts to reduce its overall exposure to the effects of currency fluctuations on its results of operations and cash flows. The Company’s policy prohibits trading in currencies for which there are no underlying exposures and entering into trades for any currency to intentionally increase the underlying exposure. The Company primarily hedges existing assets and liabilities associated with transactions currently on its balance sheet, which are undesignated hedges for accounting purposes. As of July 3, 2020 and December 31, 2019, the Company had net outstanding foreign exchange contracts with notional amounts of $172.5 million and $183.3 million, respectively. Such contracts were obtained through financial institutions and were scheduled to mature within one The following summarizes the Company’s net foreign exchange positions in U.S. Dollars (in millions): As of July 3, 2020 December 31, 2019 Buy (Sell) Notional Amount Buy (Sell) Notional Amount Philippine Peso $ 52.9 $ 52.9 $ 36.4 $ 36.4 Japanese Yen 38.1 38.1 49.8 49.8 Korean Won 22.7 22.7 18.1 18.1 Euro 19.6 19.6 — — Chinese Yuan 14.0 14.0 20.2 20.2 Malaysian Ringgit 6.4 6.4 20.4 20.4 Czech Koruna — — 11.9 11.9 Other Currencies - Buy 14.3 14.3 21.9 21.9 Other Currencies - Sell (4.5) 4.5 (4.6) 4.6 $ 163.5 $ 172.5 $ 174.1 $ 183.3 Amounts receivable or payable under the contracts are included in other current assets or accrued expenses and other current liabilities in the accompanying Consolidated Balance Sheets. During the quarters ended July 3, 2020 and June 28, 2019, realized and unrealized foreign currency transactions totaled a loss of $3.2 million and $1.0 million, respectively. During the six months ended July 3, 2020 and June 28, 2019, realized and unrealized foreign currency transactions totaled a loss of $3.4 million and $4.1 million, respectively. The realized and unrealized foreign currency transactions are included in other income (expense) in the Company's Consolidated Statements of Operations and Comprehensive Income. Cash Flow Hedges All derivatives are recognized on the Company’s Consolidated Balance Sheets at their fair value and classified based on the instrument's maturity date. Interest rate risk On April 17, 2020, the Company entered into interest rate swap agreements for notional amounts totaling $1.25 billion (effective as of April 30, 2020), $750.0 million (effective as of December 31, 2020) and $750.0 million (effective as of December 31, 2021) with maturity dates of December 31, 2020, December 31, 2021 and December 31, 2022, respectively. The Company uses interest rate swap contracts to mitigate its exposure to interest rate fluctuations. The Company did not identify any ineffectiveness with respect to the notional amounts of the interest rate swap contracts outstanding as of July 3, 2020 and June 28, 2019, amounting to $2.25 billion and $1.0 billion, respectively. Foreign currency risk The purpose of the Company's foreign currency hedging activities is to protect the Company from the risk that the eventual cash flows resulting from transactions in foreign currencies will be adversely affected by changes in exchange rates. The Company enters into forward contracts that are designated as foreign currency cash flow hedges of selected forecasted payments denominated in currencies other than U.S. Dollars. For the quarters and six months ended July 3, 2020 and June 28, 2019, the Company did not have outstanding derivatives for its foreign currency exposure designated as cash flow hedges. Convertible Note Hedges The Company entered into convertible note hedges in connection with the issuance of the 1.00% Notes and 1.625% Notes. Other At July 3, 2020, the Company had no outstanding commodity derivatives, currency swaps or options relating to either its debt instruments or investments. The Company does not hedge the value of its equity investments in its subsidiaries or affiliated companies. The Company is exposed to credit-related losses if counterparties to hedge contracts fail to perform their obligations. As of July 3, 2020, the counterparties to the Company’s hedge contracts were held at financial institutions that the Company believes to be highly-rated, and no credit-related losses are anticipated. |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 03, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13: Income Taxes The Company recognizes interest and penalties related to unrecognized tax benefits in tax expense on the Company's Consolidated Statements of Operations and Comprehensive Income. The Company had approximately $4.6 million and $4.2 million of net interest and penalties accrued at July 3, 2020 and June 28, 2019, respectively. It is reasonably possible that $3.4 million of its unrecognized tax benefits will be reduced in the next 12 months due to settlement with tax authorities or expiration of the applicable statute of limitations. The Company continues to maintain a full valuation allowance on its U.S. state deferred tax assets and a valuation allowance on foreign net operating losses and tax credits in certain foreign jurisdictions, a substantial portion of which relate to Japan net operating losses, which are projected to expire prior to utilization. Tax years prior to 2016 are generally not subject to examination by the Internal Revenue Service (the “IRS”) except for items involving tax attributes that have been carried forward to tax years whose statute of limitations remains open. The Company is currently under IRS examination for the 2017 tax year. For state tax returns, the Company is generally not subject to income tax examinations for tax years prior to 2015. The Company is also subject to routine examinations by various foreign tax jurisdictions in which it operates. With respect to jurisdictions outside the United States, the Company is generally not subject to examination for tax years prior to 2009. The Company believes that adequate provisions have been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with the Company's expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs. |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Loss | 6 Months Ended |
Jul. 03, 2020 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Loss | Note 14: Changes in Accumulated Other Comprehensive Loss Amounts comprising the Company's accumulated other comprehensive loss and reclassifications are as follows (in millions): Currency Translation Adjustments Effects of Cash Flow Hedges Total Balance as of December 31, 2019 $ (42.4) $ (11.9) $ (54.3) Other comprehensive income (loss) prior to reclassifications 0.5 (6.9) (6.4) Amounts reclassified from accumulated other comprehensive loss — (6.9) (6.9) Net current period other comprehensive income (loss) (1) 0.5 (13.8) (13.3) Balance as of July 3, 2020 $ (41.9) $ (25.7) $ (67.6) (1) Effects of cash flow hedges are net of $3.7 million of tax benefit for the six months ended July 3, 2020. Amounts reclassified from accumulated other comprehensive loss to the specific caption within Consolidated Statements of Operations and Comprehensive Income were as follows: Amounts Reclassified from Accumulated Other Comprehensive Loss Quarters Ended Six Months Ended July 3, 2020 June 28, 2019 July 3, 2020 June 28, 2019 To caption Interest rate swaps $ 5.0 $ (1.3) $ 6.9 $ (2.7) Interest expense Total reclassifications $ 5.0 $ (1.3) $ 6.9 $ (2.7) |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jul. 03, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 15: Subsequent Event On July 6, 2020, the Company completed a simplification of its corporate structure by repatriating the economic rights of its non-U.S. intellectual property to the United States via domestication of certain foreign subsidiaries (the "Domestication"). The Domestication more closely aligns the Company's corporate structure to its operating structure in accordance with the OECD’s BEPS conclusions and changes to U.S. and European tax laws. The impact of the Domestication, which is regarded as a change in tax status, will result in a benefit from recognizing certain deferred tax assets, net of deferred tax liabilities, in the estimated range of $50 million to $80 million. Additionally, the Domestication caused the Company to reassess the full valuation allowance recorded against its U.S. state deferred tax assets. As a result, the Company estimates it will release approximately $50 million of its valuation allowance recorded against its U.S. state deferred tax assets, which will be an additional discrete benefit and is not included in the disclosed range above. These discrete benefits will be recorded during the third quarter of 2020. |
Background and Basis of Prese_2
Background and Basis of Presentation (Policies) | 6 Months Ended |
Jul. 03, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates | 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; (iii) fair values of share-based compensation; and (iv) measurement of valuation allowances against deferred tax assets and evaluations of unrecognized tax benefits. Even though the novel coronavirus disease 2019 (“COVID-19”) pandemic impacted the demand for the Company's products and gross margin, it did not have a significant impact on these estimates. 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 indefinite-lived intangible assets, 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. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in the context of the information reasonably available and the unknown future impact of the COVID-19 pandemic as of July 3, 2020, and through the date of this Form 10-Q. The accounting matters assessed included, but were not limited to, the allowance for doubtful accounts, share based compensation, inventory valuation and corresponding reserves, carrying value of indefinite-lived assets, other long-lived assets and goodwill, valuation allowance for tax assets, contingencies and revenue recognition. While there was not a material impact to the consolidated financial statements as of and for the quarter and six months ended July 3, 2020, resulting from these assessments, future assessment of the current expectations, including of the magnitude and duration of the COVID-19 pandemic, as well as other factors, could result in a material adverse impact to the consolidated financial statements in future reporting periods. |
Recent Accounting Pronouncements | ASU 2020-04 – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”) In March 2020, the FASB issued ASU 2020-04 to address constituents’ concerns about certain accounting consequences that could result from the global markets’ anticipated transition away from the use of the LIBO Rate and other interbank offered rates to alternative reference rates. ASU 2020-04 includes optional expedients and the relief provided is elective and applies to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference LIBO Rate or another reference rate expected to be discontinued because of reference rate reform. These amendments are effective for entities as of March 12, 2020 through December 31, 2022. The Company elected to apply the provisions of ASU 2020-04 for its contracts and hedging relationships as of March 12, 2020. The adoption of ASU 2020-04 did not have a material impact on its consolidated financial statements. ASU 2019-12 – Income taxes (Topic 740): Simplifying the accounting for income taxes (“ASU 2019-12”) In December 2019, the FASB issued ASU 2019-12 which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Income taxes (Topic 740). The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company early adopted ASU 2019-12 during the quarter ended April 3, 2020. The adoption of ASU 2019-12 did not have a material impact on its consolidated financial statements. Pending adoption: ASU 2020-06 - Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) |
Revenue and Segment Informati_2
Revenue and Segment Information (Tables) | 6 Months Ended |
Jul. 03, 2020 | |
Segment Reporting [Abstract] | |
Revenues and Gross Profit From Reportable Segments | 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 3, 2020: Revenue from external customers $ 618.4 $ 426.7 $ 168.4 $ 1,213.5 Gross profit $ 184.2 $ 156.1 $ 50.3 $ 390.6 For the quarter ended June 28, 2019: Revenue from external customers $ 700.9 $ 462.0 $ 184.8 $ 1,347.7 Gross profit $ 255.7 $ 184.7 $ 65.9 $ 506.3 For the six months ended July 3, 2020: Revenue from external customers $ 1,242.3 $ 893.8 $ 355.3 $ 2,491.4 Gross profit $ 362.8 $ 330.9 $ 113.1 $ 806.8 For the six months ended June 28, 2019: Revenue from external customers $ 1,405.1 $ 956.1 $ 373.1 $ 2,734.3 Gross profit $ 504.7 $ 384.8 $ 140.8 $ 1,030.3 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | Reconciliation of segment gross profit to consolidated gross profit is provided below (in millions): Quarters Ended Six Months Ended July 3, 2020 June 28, 2019 July 3, 2020 June 28, 2019 Gross profit for reportable segments $ 390.6 $ 506.3 $ 806.8 $ 1,030.3 Less: Unallocated manufacturing costs (16.3) (7.3) (29.8) (17.6) Consolidated gross profit $ 374.3 $ 499.0 $ 777.0 $ 1,012.7 |
Disaggregation of Revenue | Revenue for the Company's operating and reportable segments disaggregated into geographic locations based on sales billed from the respective country and sales channels are as follows (in millions): Quarter Ended July 3, 2020 PSG ASG ISG Total Geographic Location Singapore $ 243.4 $ 157.4 $ 38.6 $ 439.4 Hong Kong 190.4 95.7 37.2 323.3 United Kingdom 75.8 42.4 22.7 140.9 United States 56.2 63.5 32.1 151.8 Other 52.6 67.7 37.8 158.1 Total $ 618.4 $ 426.7 $ 168.4 $ 1,213.5 Sales Channel Distributors $ 436.9 $ 231.3 $ 103.8 $ 772.0 OEM/ODM 150.2 164.4 54.3 368.9 Electronic Manufacturing Service Providers 31.3 31.0 10.3 72.6 Total $ 618.4 $ 426.7 $ 168.4 $ 1,213.5 Six Months Ended July 3, 2020 PSG ASG ISG Total Geographic Location Singapore $ 437.7 $ 330.0 $ 80.0 $ 847.7 Hong Kong 382.4 187.6 69.5 639.5 United Kingdom 180.9 119.2 67.8 367.9 United States 128.9 140.8 66.6 336.3 Other 112.4 116.2 71.4 300.0 Total $ 1,242.3 $ 893.8 $ 355.3 $ 2,491.4 Sales Channel Distributors $ 823.2 $ 444.9 $ 207.2 $ 1,475.3 OEM/ODM 344.4 383.8 127.8 856.0 Electronic Manufacturing Service Providers 74.7 65.1 20.3 160.1 Total $ 1,242.3 $ 893.8 $ 355.3 $ 2,491.4 Quarter Ended June 28, 2019 PSG ASG ISG Total Geographic Location Singapore $ 213.3 $ 130.5 $ 36.1 $ 379.9 Hong Kong 206.2 108.3 33.9 348.4 United Kingdom 118.0 76.4 35.0 229.4 United States 99.6 93.0 30.9 223.5 Other 63.8 53.8 48.9 166.5 Total $ 700.9 $ 462.0 $ 184.8 $ 1,347.7 Sales Channel Distributors $ 433.5 $ 230.1 $ 116.8 $ 780.4 OEM/ODM 223.3 197.7 58.7 479.7 Electronic Manufacturing Service Providers 44.1 34.2 9.3 87.6 Total $ 700.9 $ 462.0 $ 184.8 $ 1,347.7 Six Months Ended June 28, 2019 PSG ASG ISG Total Geographic Location Singapore $ 438.3 $ 283.5 $ 83.3 $ 805.1 Hong Kong 406.8 220.3 59.3 686.4 United Kingdom 243.8 155.9 76.6 476.3 United States 188.5 185.6 63.0 437.1 Other 127.7 110.8 90.9 329.4 Total $ 1,405.1 $ 956.1 $ 373.1 $ 2,734.3 Sales Channel Distributors $ 857.2 $ 464.9 $ 223.1 $ 1,545.2 OEM/ODM 459.5 418.8 130.2 1,008.5 Electronic Manufacturing Service Providers 88.4 72.4 19.8 180.6 Total $ 1,405.1 $ 956.1 $ 373.1 $ 2,734.3 |
Summary of Property, Plant and Equipment by Geographic Location | Property, plant and equipment, net by geographic location, is summarized as follows (in millions): As of July 3, 2020 December 31, 2019 United States $ 665.0 $ 616.7 South Korea 477.5 485.4 Philippines 415.3 433.5 China 238.8 243.6 Japan 211.0 218.1 Czech Republic 212.0 213.4 Malaysia 185.7 204.4 Other 161.2 176.5 Total $ 2,566.5 $ 2,591.6 |
Acquisitions - (Tables)
Acquisitions - (Tables) | 6 Months Ended |
Jul. 03, 2020 | |
Business Combinations [Abstract] | |
Pro Forma Information | The following unaudited pro-forma consolidated results of operation for the quarters and six months ended July 3, 2020 and June 28, 2019 have been prepared as if the acquisition of Quantenna had occurred on January 1, 2018 and includes adjustments for amortization of intangibles, interest expense from financing, restructuring, and the effect of purchase accounting adjustments including the step-up of inventory (in millions): Quarters Ended Six Months Ended July 3, 2020 June 28, 2019 July 3, 2020 June 28, 2019 Revenue $ 1,213.5 $ 1,385.3 $ 2,491.4 $ 2,829.6 Net income (loss) (0.9) 96.7 (13.6) 198.5 Net income (loss) attributable to ON Semiconductor Corporation (1.4) 95.6 (14.4) 197.4 Net income (loss) per share of common stock attributable to ON Semiconductor Corporation: Basic $ 0.00 $ 0.23 $ (0.04) $ 0.48 Diluted $ 0.00 $ 0.23 $ (0.04) $ 0.47 |
Restructuring, Asset Impairme_2
Restructuring, Asset Impairments and Other, Net - (Tables) | 6 Months Ended |
Jul. 03, 2020 | |
Restructuring Charges [Abstract] | |
Schedule of Activity Included in Restructuring, Asset Impairments, and Other, Net | Details of restructuring, asset impairments and other charges, net are as follows (in millions): Restructuring Asset Impairments (1) Other Total Quarter ended July 3, 2020 2020 Involuntary separation program $ 11.8 $ — $ — $ 11.8 Other — 5.8 (1.4) 4.4 Total $ 11.8 $ 5.8 $ (1.4) $ 16.2 Restructuring Asset Impairments (1) Other Total Six months ended July 3, 2020 Voluntary separation program $ 27.5 $ — $ — $ 27.5 2020 Involuntary separation program 11.8 — — 11.8 Other general workforce reduction 3.8 — — 3.8 Other — 7.2 (1.3) 5.9 Total $ 43.1 $ 7.2 $ (1.3) $ 49.0 |
Schedule of Changes in Accrued Restructuring Reserve | Summary of changes in accrued restructuring from December 31, 2019 to July 3, 2020 is as follows (in millions): As of As of December 31, 2019 Charges Usage July 3, 2020 Employee separation charges $ 0.1 $ 43.1 $ (29.2) $ 14.0 Other 0.1 — (0.1) — Total $ 0.2 $ 43.1 $ (29.3) $ 14.0 |
Balance Sheet Information and_2
Balance Sheet Information and Other - (Tables) | 6 Months Ended |
Jul. 03, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Summary of Changes in Goodwill | Changes in the goodwill balance from December 31, 2019 through July 3, 2020 were as follows (in millions): Net balance as of December 31, 2019 $ 1,659.2 Addition due to business combination 4.2 Net balance as of July 3, 2020 $ 1,663.4 |
Schedule of Inventory | Details of Inventory included in the Company’s Consolidated Balance Sheets are as follows (in millions): As of July 3, 2020 December 31, 2019 Inventories: Raw materials $ 148.0 $ 138.4 Work in process 848.0 772.9 Finished goods 289.4 321.1 $ 1,285.4 $ 1,232.4 |
Schedule of Net Periodic Pension Expense | The components of the net periodic pension expense were as follows (in millions): Quarters Ended Six Months Ended July 3, 2020 June 28, 2019 July 3, 2020 June 28, 2019 Service cost $ 2.7 $ 2.4 $ 5.4 $ 4.7 Interest cost 1.1 1.2 2.3 2.5 Expected return on plan assets (1.5) (1.5) (3.1) (3.0) Curtailment gain (1.6) — (1.6) — Total net periodic pension cost $ 0.7 $ 2.1 $ 3.0 $ 4.2 |
Schedule of Components of Lease Expense | The components of lease expense were as follows (in millions): Quarters Ended Six Months Ended July 3, 2020 June 28, 2019 July 3, 2020 June 28, 2019 Operating lease $ 9.1 $ 8.3 $ 18.2 $ 16.6 Variable lease 0.7 1.0 1.8 2.1 Short-term lease 1.2 0.6 2.4 1.3 Total lease expense $ 11.0 $ 9.9 $ 22.4 $ 20.0 The lease liabilities recognized in the Consolidated Balance Sheets are as follows (in millions): As of July 3, 2020 December 31, 2019 Accrued expenses and other current liabilities $ 27.6 $ 26.1 Other long-term liabilities 120.1 87.9 Total lease obligations $ 147.7 $ 114.0 |
Schedule of Cash and Non-cash Activities | Certain of the Company's cash and non-cash activities were as follows (in millions): Six Months Ended July 3, 2020 June 28, 2019 Non-cash investing activities: Capital expenditures in accounts payable and other long-term liabilities $ 152.8 $ 173.0 Sale of property in exchange of note receivable 4.7 $ — Right-of-use assets obtained in exchange of lease liabilities 49.0 4.8 Non-cash financing activity: Liability incurred for purchase of business $ — $ 38.9 Cash (received) paid for: Interest income $ (3.4) $ (3.0) Interest expense 58.4 40.3 Income taxes 15.5 32.1 Operating lease payments in operating cash flows 18.3 17.5 |
Schedule of Cash and Cash Equivalents | Reconciliation of the captions in the Consolidated Balance Sheets to the Consolidated Statements of Cash Flows (in millions): As of July 3, 2020 December 31, 2019 June 28, 2019 December 31, 2018 Consolidated Balance Sheets: Cash and cash equivalents $ 2,060.4 $ 894.2 $ 885.2 $ 1,069.6 Restricted cash (included in other current assets) 0.3 — 13.9 17.5 Cash, cash equivalents and restricted cash in Consolidated Statements of Cash Flows $ 2,060.7 $ 894.2 $ 899.1 $ 1,087.1 |
Schedule of Restrictions on Cash and Cash Equivalents | Reconciliation of the captions in the Consolidated Balance Sheets to the Consolidated Statements of Cash Flows (in millions): As of July 3, 2020 December 31, 2019 June 28, 2019 December 31, 2018 Consolidated Balance Sheets: Cash and cash equivalents $ 2,060.4 $ 894.2 $ 885.2 $ 1,069.6 Restricted cash (included in other current assets) 0.3 — 13.9 17.5 Cash, cash equivalents and restricted cash in Consolidated Statements of Cash Flows $ 2,060.7 $ 894.2 $ 899.1 $ 1,087.1 |
Long-Term Debt - (Tables)
Long-Term Debt - (Tables) | 6 Months Ended |
Jul. 03, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | The Company's long-term debt consists of the following (annualized interest rates, in millions): As of July 3, 2020 December 31, 2019 Amended Credit Agreement: Revolving Credit Facility due 2024, interest payable monthly at 1.68% and 3.30%, respectively $ 1,965.0 $ 800.0 Term Loan “B” Facility due 2026, interest payable monthly at 2.18% and 3.80%, respectively 1,622.7 1,630.9 1.00% Notes due 2020 (1) 690.0 690.0 1.625% Notes due 2023 (2) 575.0 575.0 Other long-term debt (3) 0.5 53.3 Gross long-term debt, including current portion $ 4,853.2 $ 3,749.2 Less: Debt discount (4) (82.7) (102.7) Less: Debt issuance costs (5) (30.1) (34.0) Net long-term debt, including current portion $ 4,740.4 $ 3,612.5 Less: Current portion of long-term debt (695.6) (736.0) Net long-term debt $ 4,044.8 $ 2,876.5 (1) Interest is payable on June 1 and December 1 of each year at 1.00% annually. (2) Interest is payable on April 15 and October 15 of each year at 1.625% annually. (3) Consists of a term loan, finance lease and other facility at certain international locations where interest is payable monthly or quarterly, with interest rates ranging between 1.00% and 1.48% and maturity dates in 2020. (4) Debt discount of $9.6 million and $20.4 million for the 1.00% Notes, $63.3 million and $71.8 million for the 1.625% Notes and $9.8 million and $10.5 million for the Term Loan "B" Facility, in each case as of July 3, 2020 and December 31, 2019, respectively. (5) Debt issuance costs of $1.3 million and $2.8 million for the 1.00% Notes, $6.1 million and $6.9 million for the 1.625% Notes and $22.7 million and $24.3 million for the Term Loan "B" Facility, in each case as of July 3, 2020 and December 31, 2019, respectively. |
Schedule of Annual Maturities Relating To Long-Term Debt | Expected maturities of gross long-term debt (including current portion) as of July 3, 2020 are as follows (in millions): Period Expected Maturities Remainder of 2020 $ 698.7 2021 16.3 2022 16.3 2023 591.4 2024 1,981.4 Thereafter 1,549.1 Total $ 4,853.2 |
Earnings Per Share and Equity -
Earnings Per Share and Equity - (Tables) | 6 Months Ended |
Jul. 03, 2020 | |
Earnings Per Share [Abstract] | |
Summary of Earnings Per Share | Net income (loss) per share of common stock attributable to ON Semiconductor Corporation is calculated as follows (in millions, except per share data): Quarters Ended Six Months Ended July 3, 2020 June 28, 2019 July 3, 2020 June 28, 2019 Net income (loss) attributable to ON Semiconductor Corporation $ (1.4) $ 101.8 $ (15.4) $ 215.9 Basic weighted-average shares of common stock outstanding 410.1 411.9 410.3 411.3 Dilutive effect of share-based awards — 1.9 — 2.6 Dilutive effect of convertible notes — 3.9 — 3.9 Diluted weighted-average shares of common stock outstanding 410.1 417.7 410.3 417.8 Net income (loss) per share of common stock attributable to ON Semiconductor Corporation: Basic $ 0.00 $ 0.25 $ (0.04) $ 0.52 Diluted $ 0.00 $ 0.24 $ (0.04) $ 0.52 |
Schedule of Share Repurchase Program | Activity under the Share Repurchase Program during the quarter and six months ended July 3, 2020 and June 28, 2019 were as follows (in millions, except per share data): Quarters Ended Six Months Ended July 3, 2020 June 28, 2019 July 3, 2020 June 28, 2019 Number of repurchased shares (1) — 2.6 3.6 7.0 Aggregate purchase price $ — $ 50.0 $ 65.3 $ 125.7 Fees, commissions and other expenses — — 0.1 0.1 Total cash used for share repurchases $ — $ 50.0 $ 65.4 $ 125.8 Weighted-average purchase price per share (2) $ — $ 19.32 $ 18.08 $ 17.97 (1) None of these shares had been reissued or retired as of July 3, 2020, but may be reissued or retired at a later date. (2) Exclusive of fees, commissions and other expenses. |
Share-Based Compensation - (Tab
Share-Based Compensation - (Tables) | 6 Months Ended |
Jul. 03, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary Of Share-Based Compensation Expense | Total share-based compensation expense related to the Company's RSUs, stock grant awards and the ESPP were recorded within the Consolidated Statements of Operations and Comprehensive Income as follows (in millions): Quarters Ended Six Months Ended July 3, 2020 June 28, 2019 July 3, 2020 June 28, 2019 Cost of revenue $ 2.8 $ 3.5 $ 5.3 $ 5.4 Research and development 4.4 5.4 8.5 9.0 Selling and marketing 3.1 4.6 6.1 8.4 General and administrative 7.7 13.8 13.8 24.2 Share-based compensation expense $ 18.0 $ 27.3 $ 33.7 $ 47.0 Income tax benefit (3.8) (5.7) (7.1) (9.9) Share-based compensation expense, net of taxes $ 14.2 $ 21.6 $ 26.6 $ 37.1 |
Summary Of Restricted Stock Units Transactions | A summary of the RSU transactions for the six months ended July 3, 2020 is as follows (in millions, except per share data): Number of Shares Weighted-Average Grant Date Fair Value Per Share Non-vested RSUs at December 31, 2019 8.9 $ 20.84 Granted 5.7 18.59 Released (2.9) 18.29 Forfeited (0.5) 21.04 Non-vested RSUs at July 3, 2020 11.2 20.34 |
Fair Value Measurements - (Tabl
Fair Value Measurements - (Tables) | 6 Months Ended |
Jul. 03, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value of Assets and Liabilities | The following table summarizes the Company's financial assets and liabilities, excluding pension assets, measured at fair value on a recurring basis (in millions): As of Fair Value Hierarchy Description July 3, 2020 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Demand and time deposits $ 528.2 $ 528.2 $ — $ — As of Fair Value Hierarchy Description December 31, 2019 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Demand and time deposits $ 28.2 $ 28.2 $ — $ — |
Summary of Fair Value, by Balance Sheet Grouping | The carrying amounts and fair values of the Company’s long-term borrowings (excluding finance lease obligations) are as follows (in millions): As of July 3, 2020 December 31, 2019 Carrying Fair Value Carrying Fair Value Long-term debt, including current portion Convertible notes (1) $ 1,184.7 $ 1,479.2 $ 1,163.1 $ 1,730.2 Long-term debt (1) 3,555.8 3,365.5 2,449.3 2,427.8 (1) Carrying amount shown is net of debt discount and debt issuance costs. |
Financial Instruments - (Tables
Financial Instruments - (Tables) | 6 Months Ended |
Jul. 03, 2020 | |
Investments, All Other Investments [Abstract] | |
Schedule of Net Foreign Exchange Positions | The following summarizes the Company’s net foreign exchange positions in U.S. Dollars (in millions): As of July 3, 2020 December 31, 2019 Buy (Sell) Notional Amount Buy (Sell) Notional Amount Philippine Peso $ 52.9 $ 52.9 $ 36.4 $ 36.4 Japanese Yen 38.1 38.1 49.8 49.8 Korean Won 22.7 22.7 18.1 18.1 Euro 19.6 19.6 — — Chinese Yuan 14.0 14.0 20.2 20.2 Malaysian Ringgit 6.4 6.4 20.4 20.4 Czech Koruna — — 11.9 11.9 Other Currencies - Buy 14.3 14.3 21.9 21.9 Other Currencies - Sell (4.5) 4.5 (4.6) 4.6 $ 163.5 $ 172.5 $ 174.1 $ 183.3 |
Changes in Accumulated Other _2
Changes in Accumulated Other Comprehensive Loss - (Tables) | 6 Months Ended |
Jul. 03, 2020 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | Amounts comprising the Company's accumulated other comprehensive loss and reclassifications are as follows (in millions): Currency Translation Adjustments Effects of Cash Flow Hedges Total Balance as of December 31, 2019 $ (42.4) $ (11.9) $ (54.3) Other comprehensive income (loss) prior to reclassifications 0.5 (6.9) (6.4) Amounts reclassified from accumulated other comprehensive loss — (6.9) (6.9) Net current period other comprehensive income (loss) (1) 0.5 (13.8) (13.3) Balance as of July 3, 2020 $ (41.9) $ (25.7) $ (67.6) (1) Effects of cash flow hedges are net of $3.7 million of tax benefit for the six months ended July 3, 2020. Amounts reclassified from accumulated other comprehensive loss to the specific caption within Consolidated Statements of Operations and Comprehensive Income were as follows: Amounts Reclassified from Accumulated Other Comprehensive Loss Quarters Ended Six Months Ended July 3, 2020 June 28, 2019 July 3, 2020 June 28, 2019 To caption Interest rate swaps $ 5.0 $ (1.3) $ 6.9 $ (2.7) Interest expense Total reclassifications $ 5.0 $ (1.3) $ 6.9 $ (2.7) |
Background and Basis of Prese_3
Background and Basis of Presentation (Details) - segment | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2020 | Jun. 28, 2019 | Jul. 03, 2020 | Jun. 28, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Fiscal period duration | 91 days | 91 days | 185 days | 179 days |
Number of operating segments | 3 | |||
Number of reportable segments | 3 |
Revenue and Segment Informati_3
Revenue and Segment Information Additional Information (Details) - segment | 3 Months Ended | 6 Months Ended |
Jul. 03, 2020 | Jul. 03, 2020 | |
Segment Reporting Information [Line Items] | ||
Number of operating segments | 3 | |
Number of reportable segments | 3 | |
One Customer | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 11.00% | 10.00% |
Revenue and Segment Informati_4
Revenue and Segment Information - Segment Information Of Revenues, Gross Profit And Operating Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2020 | Jun. 28, 2019 | Jul. 03, 2020 | Jun. 28, 2019 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 1,213.5 | $ 1,347.7 | $ 2,491.4 | $ 2,734.3 |
Gross profit for reportable segments | 390.6 | 506.3 | 806.8 | 1,030.3 |
PSG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 618.4 | 700.9 | 1,242.3 | 1,405.1 |
Gross profit for reportable segments | 184.2 | 255.7 | 362.8 | 504.7 |
ASG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 426.7 | 462 | 893.8 | 956.1 |
Gross profit for reportable segments | 156.1 | 184.7 | 330.9 | 384.8 |
ISG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 168.4 | 184.8 | 355.3 | 373.1 |
Gross profit for reportable segments | $ 50.3 | $ 65.9 | $ 113.1 | $ 140.8 |
Revenue and Segment Informati_5
Revenue and Segment Information - Reconciliations Of Segment Gross Profit And Segment Operating Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2020 | Jun. 28, 2019 | Jul. 03, 2020 | Jun. 28, 2019 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Gross profit for reportable segments | $ 390.6 | $ 506.3 | $ 806.8 | $ 1,030.3 |
Gross profit | 374.3 | 499 | 777 | 1,012.7 |
Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Gross profit for reportable segments | 390.6 | 506.3 | 806.8 | 1,030.3 |
Segment Reconciling Items | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Less: Unallocated manufacturing costs | $ (16.3) | $ (7.3) | $ (29.8) | $ (17.6) |
Revenue and Segment Informati_6
Revenue and Segment Information - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2020 | Jun. 28, 2019 | Jul. 03, 2020 | Jun. 28, 2019 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 1,213.5 | $ 1,347.7 | $ 2,491.4 | $ 2,734.3 |
Distributors | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 772 | 780.4 | 1,475.3 | 1,545.2 |
OEM/ODM | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 368.9 | 479.7 | 856 | 1,008.5 |
Electronic Manufacturing Service Providers | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 72.6 | 87.6 | 160.1 | 180.6 |
Singapore | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 439.4 | 379.9 | 847.7 | 805.1 |
Hong Kong | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 323.3 | 348.4 | 639.5 | 686.4 |
United Kingdom | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 140.9 | 229.4 | 367.9 | 476.3 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 151.8 | 223.5 | 336.3 | 437.1 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 158.1 | 166.5 | 300 | 329.4 |
PSG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 618.4 | 700.9 | 1,242.3 | 1,405.1 |
PSG | Distributors | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 436.9 | 433.5 | 823.2 | 857.2 |
PSG | OEM/ODM | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 150.2 | 223.3 | 344.4 | 459.5 |
PSG | Electronic Manufacturing Service Providers | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 31.3 | 44.1 | 74.7 | 88.4 |
PSG | Singapore | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 243.4 | 213.3 | 437.7 | 438.3 |
PSG | Hong Kong | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 190.4 | 206.2 | 382.4 | 406.8 |
PSG | United Kingdom | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 75.8 | 118 | 180.9 | 243.8 |
PSG | United States | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 56.2 | 99.6 | 128.9 | 188.5 |
PSG | Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 52.6 | 63.8 | 112.4 | 127.7 |
ASG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 426.7 | 462 | 893.8 | 956.1 |
ASG | Distributors | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 231.3 | 230.1 | 444.9 | 464.9 |
ASG | OEM/ODM | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 164.4 | 197.7 | 383.8 | 418.8 |
ASG | Electronic Manufacturing Service Providers | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 31 | 34.2 | 65.1 | 72.4 |
ASG | Singapore | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 157.4 | 130.5 | 330 | 283.5 |
ASG | Hong Kong | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 95.7 | 108.3 | 187.6 | 220.3 |
ASG | United Kingdom | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 42.4 | 76.4 | 119.2 | 155.9 |
ASG | United States | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 63.5 | 93 | 140.8 | 185.6 |
ASG | Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 67.7 | 53.8 | 116.2 | 110.8 |
ISG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 168.4 | 184.8 | 355.3 | 373.1 |
ISG | Distributors | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 103.8 | 116.8 | 207.2 | 223.1 |
ISG | OEM/ODM | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 54.3 | 58.7 | 127.8 | 130.2 |
ISG | Electronic Manufacturing Service Providers | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 10.3 | 9.3 | 20.3 | 19.8 |
ISG | Singapore | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 38.6 | 36.1 | 80 | 83.3 |
ISG | Hong Kong | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 37.2 | 33.9 | 69.5 | 59.3 |
ISG | United Kingdom | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 22.7 | 35 | 67.8 | 76.6 |
ISG | United States | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 32.1 | 30.9 | 66.6 | 63 |
ISG | Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 37.8 | $ 48.9 | $ 71.4 | $ 90.9 |
Revenue and Segment Informati_7
Revenue and Segment Information - Summary of Property, Plant and Equipment by Geographic Location (Details) - USD ($) $ in Millions | Jul. 03, 2020 | Dec. 31, 2019 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | $ 2,566.5 | $ 2,591.6 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 665 | 616.7 |
South Korea | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 477.5 | 485.4 |
Philippines | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 415.3 | 433.5 |
China | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 238.8 | 243.6 |
Japan | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 211 | 218.1 |
Czech Republic | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 212 | 213.4 |
Malaysia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 185.7 | 204.4 |
Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | $ 161.2 | $ 176.5 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - Quantenna $ in Millions | Jun. 19, 2019USD ($) |
Business Acquisition [Line Items] | |
Percentage of shares acquired | 100.00% |
Purchase price consideration | $ 1,039.3 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - Quantenna - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2020 | Jun. 28, 2019 | Jul. 03, 2020 | Jun. 28, 2019 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Revenue | $ 1,213.5 | $ 1,385.3 | $ 2,491.4 | $ 2,829.6 |
Net income (loss) | (0.9) | 96.7 | (13.6) | 198.5 |
Net income (loss) attributable to ON Semiconductor Corporation | $ (1.4) | $ 95.6 | $ (14.4) | $ 197.4 |
Basic (in dollars per share) | $ 0 | $ 0.23 | $ (0.04) | $ 0.48 |
Diluted (in dollars per share) | $ 0 | $ 0.23 | $ (0.04) | $ 0.47 |
Restructuring, Asset Impairme_3
Restructuring, Asset Impairments and Other, Net - Schedule of Activity Included in Restructuring, Asset Impairments, and Other, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 03, 2020 | Apr. 03, 2020 | Jun. 28, 2019 | Jul. 03, 2020 | Jun. 28, 2019 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring | $ 11.8 | $ 43.1 | |||
Asset Impairments | 5.8 | 7.2 | |||
Other | (1.4) | (1.3) | |||
Total | 16.2 | $ 18.1 | 49 | $ 23.7 | |
Other | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring | 0 | 0 | |||
Asset Impairments | 5.8 | 7.2 | |||
Other | (1.4) | (1.3) | |||
Total | 4.4 | 5.9 | |||
Voluntary separation program | Workforce Reduction | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring | 27.5 | ||||
Asset Impairments | 0 | ||||
Other | 0 | ||||
Total | $ 27.5 | 27.5 | |||
2020 Involuntary separation program | Workforce Reduction | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring | 11.8 | 11.8 | |||
Asset Impairments | 0 | 0 | |||
Other | 0 | 0 | |||
Total | $ 11.8 | 11.8 | |||
Other general workforce reduction | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total | $ 3.8 | ||||
Other general workforce reduction | Workforce Reduction | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring | 3.8 | ||||
Asset Impairments | 0 | ||||
Other | 0 | ||||
Total | $ 3.8 |
Restructuring, Asset Impairme_4
Restructuring, Asset Impairments and Other, Net - Summary of Changes in Accrued Restructuring Charges (Details) $ in Millions | 6 Months Ended |
Jul. 03, 2020USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance at Beginning of Period | $ 0.2 |
Charges | 43.1 |
Usage | (29.3) |
Balance at End of Period | 14 |
Employee separation charges | |
Restructuring Reserve [Roll Forward] | |
Balance at Beginning of Period | 0.1 |
Charges | 43.1 |
Usage | (29.2) |
Balance at End of Period | 14 |
Other | |
Restructuring Reserve [Roll Forward] | |
Balance at Beginning of Period | 0.1 |
Charges | 0 |
Usage | (0.1) |
Balance at End of Period | $ 0 |
Restructuring, Asset Impairme_5
Restructuring, Asset Impairments and Other, Net - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jul. 03, 2020USD ($)segment | Apr. 03, 2020USD ($)employeesegment | Jun. 28, 2019USD ($) | Jul. 03, 2020USD ($) | Jun. 28, 2019USD ($) | Dec. 31, 2019USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring program expense | $ 16.2 | $ 18.1 | $ 49 | $ 23.7 | ||
Payments for restructuring | 29.3 | |||||
Restructuring reserve accrued | $ 14 | 14 | $ 0.2 | |||
Voluntary separation program | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of Positions Eliminated | employee | 243 | |||||
2020 Involuntary separation program | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of Positions Eliminated | segment | 191 | |||||
Restructuring reserve accrued | $ 6.8 | 6.8 | ||||
Severance costs | 11.8 | |||||
Other general workforce reduction | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring program expense | $ 3.8 | |||||
Workforce Reduction | Voluntary separation program | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring program expense | $ 27.5 | 27.5 | ||||
Payments for restructuring | 20.4 | |||||
Restructuring reserve accrued | 7.1 | 7.1 | ||||
Workforce Reduction | 2020 Involuntary separation program | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring program expense | $ 11.8 | 11.8 | ||||
Workforce Reduction | Other general workforce reduction | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring program expense | $ 3.8 | |||||
Employee severance | Other general workforce reduction | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of Positions Eliminated | segment | 98 |
Balance Sheet Information and_3
Balance Sheet Information and Other - Changes in Goodwill (Details) $ in Millions | 6 Months Ended |
Jul. 03, 2020USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 1,659.2 |
Addition due to business combination | 4.2 |
Ending balance | $ 1,663.4 |
Balance Sheet Information and_4
Balance Sheet Information and Other - Inventory (Details) - USD ($) $ in Millions | Jul. 03, 2020 | Dec. 31, 2019 |
Inventories: | ||
Raw materials | $ 148 | $ 138.4 |
Work in process | 848 | 772.9 |
Finished goods | 289.4 | 321.1 |
Inventories | $ 1,285.4 | $ 1,232.4 |
Balance Sheet Information and_5
Balance Sheet Information and Other - Narrative (Details) - USD ($) $ in Millions | Jul. 03, 2020 | Dec. 31, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued pension liability | $ 133.5 | $ 132.7 |
Current portion accrued pension liability | 0.3 | 0.3 |
Operating lease assets | $ 143.4 | $ 110.2 |
Remaining Lease Term (in years) | 7 years 2 months 12 days | |
Discount Rate (as a percent) | 5.00% |
Balance Sheet Information and_6
Balance Sheet Information and Other - Pension Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2020 | Jun. 28, 2019 | Jul. 03, 2020 | Jun. 28, 2019 | |
Balance Sheet Related Disclosures [Abstract] | ||||
Service cost | $ 2.7 | $ 2.4 | $ 5.4 | $ 4.7 |
Interest cost | 1.1 | 1.2 | 2.3 | 2.5 |
Expected return on plan assets | (1.5) | (1.5) | (3.1) | (3) |
Curtailment gain | (1.6) | 0 | (1.6) | 0 |
Total net periodic pension cost | $ 0.7 | $ 2.1 | $ 3 | $ 4.2 |
Balance Sheet Information and_7
Balance Sheet Information and Other - Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 03, 2020 | Jun. 28, 2019 | Jul. 03, 2020 | Jun. 28, 2019 | Dec. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |||||
Operating lease | $ 9.1 | $ 8.3 | $ 18.2 | $ 16.6 | |
Variable lease | 0.7 | 1 | 1.8 | 2.1 | |
Short-term lease | 1.2 | 0.6 | 2.4 | 1.3 | |
Total lease expense | 11 | $ 9.9 | 22.4 | $ 20 | |
Accrued expenses and other current liabilities | 27.6 | 27.6 | $ 26.1 | ||
Other long-term liabilities | 120.1 | 120.1 | 87.9 | ||
Total lease obligations | $ 147.7 | $ 147.7 | $ 114 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccruedLiabilitiesCurrent | us-gaap:AccruedLiabilitiesCurrent | |||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent | us-gaap:OtherLiabilitiesNoncurrent |
Balance Sheet Information and_8
Balance Sheet Information and Other - Cash and Non-cash Activity (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jul. 03, 2020 | Jun. 28, 2019 | |
Non-cash investing activities: | ||
Capital expenditures in accounts payable and other long-term liabilities | $ 152.8 | $ 173 |
Sale of property in exchange of note receivable | 4.7 | 0 |
Right-of-use assets obtained in exchange of lease liabilities | 49 | 4.8 |
Non-cash financing activity: | ||
Liability incurred for purchase of business | 0 | 38.9 |
Cash (received) paid for: | ||
Interest income | (3.4) | (3) |
Interest expense | 58.4 | 40.3 |
Income taxes | 15.5 | 32.1 |
Operating lease payments in operating cash flows | $ 18.3 | $ 17.5 |
Balance Sheet Information and_9
Balance Sheet Information and Other - Summary of Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Jul. 03, 2020 | Dec. 31, 2019 | Jun. 28, 2019 | Dec. 31, 2018 |
Balance Sheet Related Disclosures [Abstract] | ||||
Cash and cash equivalents | $ 2,060.4 | $ 894.2 | $ 885.2 | $ 1,069.6 |
Restricted cash (included in other current assets) | 0.3 | 0 | 13.9 | 17.5 |
Cash, cash equivalents and restricted cash in Consolidated Statements of Cash Flows | $ 2,060.7 | $ 894.2 | $ 899.1 | $ 1,087.1 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Millions | Jul. 03, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 4,853.2 | $ 3,749.2 |
Less: Debt discount | (82.7) | (102.7) |
Less: Debt issuance costs | (30.1) | (34) |
Net long-term debt, including current portion | 4,740.4 | 3,612.5 |
Less: Current portion of long-term debt | (695.6) | (736) |
Net long-term debt | 4,044.8 | 2,876.5 |
Senior Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,965 | $ 800 |
Debt instrument, interest rate (as a percent) | 1.68% | 3.30% |
Term Loan B Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,622.7 | $ 1,630.9 |
Less: Debt discount | (9.8) | (10.5) |
Less: Debt issuance costs | $ (22.7) | $ (24.3) |
Debt instrument, interest rate (as a percent) | 2.18% | 3.80% |
Other long-term debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 0.5 | $ 53.3 |
1.00% Notes | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | 690 | 690 |
Less: Debt discount | (9.6) | (20.4) |
Less: Debt issuance costs | $ (1.3) | (2.8) |
Debt instrument, interest rate (as a percent) | 1.00% | |
1.625% Notes | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 575 | 575 |
Less: Debt discount | (63.3) | (71.8) |
Less: Debt issuance costs | $ (6.1) | $ (6.9) |
Debt instrument, interest rate (as a percent) | 1.625% | |
Minimum | Other long-term debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 1.00% | |
Maximum | Other long-term debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 1.48% |
Long-Term Debt - Annual Maturit
Long-Term Debt - Annual Maturities Relating To Long-Term Debt (Details) $ in Millions | Jul. 03, 2020USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
Remainder of 2020 | $ 698.7 |
2021 | 16.3 |
2022 | 16.3 |
2023 | 591.4 |
2024 | 1,981.4 |
Thereafter | 1,549.1 |
Total | $ 4,853.2 |
Long-Term Debt Narrative (Detai
Long-Term Debt Narrative (Details) - Revolving Credit Facility - Senior Revolving Credit Facility - USD ($) $ in Millions | Mar. 24, 2020 | Jul. 03, 2020 |
Debt Instrument [Line Items] | ||
Borrowing under Revolving Credit Facility | $ 1,165 | |
Remaining borrowing capacity | $ 4 |
Earnings Per Share and Equity_2
Earnings Per Share and Equity - Summary of earnings per share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2020 | Jun. 28, 2019 | Jul. 03, 2020 | Jun. 28, 2019 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) attributable to ON Semiconductor Corporation | $ (1.4) | $ 101.8 | $ (15.4) | $ 215.9 |
Basic weighted average shares of common stock outstanding (in shares) | 410.1 | 411.9 | 410.3 | 411.3 |
Dilutive effect of share-based awards (in shares) | 0 | 1.9 | 0 | 2.6 |
Dilutive effect of convertible notes (in shares) | 0 | 3.9 | 0 | 3.9 |
Diluted weighted-average shares of common stock outstanding (in shares) | 410.1 | 417.7 | 410.3 | 417.8 |
Net income (loss) per share of common stock attributable to ON Semiconductor Corporation: | ||||
Basic (in dollars per share) | $ 0 | $ 0.25 | $ (0.04) | $ 0.52 |
Diluted (in dollars per share) | $ 0 | $ 0.24 | $ (0.04) | $ 0.52 |
Earnings Per Share and Equity_3
Earnings Per Share and Equity - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jul. 03, 2020 | Apr. 03, 2020 | Jun. 28, 2019 | Jul. 03, 2020 | Jun. 28, 2019 | Jun. 07, 2020 | Dec. 31, 2019 | |
Dividends Payable [Line Items] | |||||||
Anti-dilutive shares | 3,600,000 | 600,000 | 3,100,000 | 600,000 | |||
Aggregate purchase price | $ 65,400,000 | $ 125,800,000 | |||||
Payments of tax withholding for restricted shares | $ 600,000 | $ 1,100,000 | $ 16,600,000 | $ 27,200,000 | |||
Common stock withheld underlying restricted stock units (less than) | 100,000 | 100,000 | 900,000 | 1,300,000 | |||
Treasury shares reissued or retired during period | 0 | ||||||
Non-controlling interest | $ 23,200,000 | $ 23,200,000 | $ 22,400,000 | ||||
Non-controlling interest share of earnings | $ 500,000 | $ 1,100,000 | $ 800,000 | $ 1,100,000 | |||
Series B Preferred Stock | Rights Agreement | |||||||
Dividends Payable [Line Items] | |||||||
Dividend declared (in shares) | 1 | ||||||
Purchase right, conversion ratio (in shares) | 0.00001 | ||||||
Preferred stock par value (in dollars per share) | $ 0.01 | ||||||
Price per unit (in dollars per unit) | $ 100.80 | ||||||
Minimum beneficial ownership to trigger exercise option | 15.00% | ||||||
Convertible Debt | 1.00% Notes | |||||||
Dividends Payable [Line Items] | |||||||
Debt instrument, interest rate (as a percent) | 1.00% | 1.00% | |||||
Convertible Debt | 1.625% Notes | |||||||
Dividends Payable [Line Items] | |||||||
Debt instrument, interest rate (as a percent) | 1.625% | 1.625% | |||||
Leshan | |||||||
Dividends Payable [Line Items] | |||||||
Percentage of ownership on domestic subsidiaries | 80.00% | 80.00% | |||||
OSA | |||||||
Dividends Payable [Line Items] | |||||||
Additional ownership percentage acquired | 40.00% | ||||||
Income from FSL | $ 26,000,000 | ||||||
Share Repurchase Program | |||||||
Dividends Payable [Line Items] | |||||||
Stock repurchase program, authorized amount | $ 1,500,000,000 | $ 1,500,000,000 | |||||
Aggregate purchase price | 0 | $ 50,000,000 | 65,300,000 | $ 125,700,000 | |||
Remaining authorized amount available for repurchase | $ 1,295,800,000 | $ 1,295,800,000 |
Earnings Per Share and Equity_4
Earnings Per Share and Equity - Schedule of Share Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2020 | Jun. 28, 2019 | Jul. 03, 2020 | Jun. 28, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate purchase price | $ 65.4 | $ 125.8 | ||
Fees, commissions and other expenses | $ 0 | $ 0 | 0.1 | 0.1 |
Total cash used for share repurchases | $ 0 | $ 50 | $ 65.4 | $ 125.8 |
Treasury shares reissued or retired during period | 0 | |||
Share Repurchase Program | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of repurchased shares | 0 | 2,600,000 | 3,600,000 | 7,000,000 |
Aggregate purchase price | $ 0 | $ 50 | $ 65.3 | $ 125.7 |
Weighted-average purchase price per share (in dollars per share ) | $ 0 | $ 19.32 | $ 18.08 | $ 17.97 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary Of Share-Based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2020 | Jun. 28, 2019 | Jul. 03, 2020 | Jun. 28, 2019 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 18 | $ 27.3 | $ 33.7 | $ 47 |
Income tax benefit | (3.8) | (5.7) | (7.1) | (9.9) |
Share-based compensation expense, net of taxes | 14.2 | 21.6 | 26.6 | 37.1 |
Cost of revenue | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 2.8 | 3.5 | 5.3 | 5.4 |
Research and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 4.4 | 5.4 | 8.5 | 9 |
Selling and marketing | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 3.1 | 4.6 | 6.1 | 8.4 |
General and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 7.7 | $ 13.8 | $ 13.8 | $ 24.2 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 03, 2020 | Jun. 28, 2019 | Jul. 03, 2020 | Jun. 28, 2019 | Dec. 31, 2019 | |
Amended And Restated Stock Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate of common stock available for grant | 17,300,000 | 17,300,000 | 25,500,000 | ||
Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized share-based compensation expense on non-vested stock options | $ 90.9 | $ 90.9 | |||
Period For Recognition (in years) | 1 year 7 months 6 days | ||||
Options pre-vesting forfeitures estimated | 5.00% | 5.00% | 5.00% | 5.00% | |
Service Based Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum award vesting period (in years) | 3 years | ||||
Performance or Market Based Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum award vesting period (in years) | 2 years | ||||
Employee Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options exercised during period (in shares) | 0 | 0 | |||
Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate of common stock available for grant | 3,600,000 | 3,600,000 | 4,800,000 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary Of Restricted Stock Units Transactions (Details) - Restricted Stock Units shares in Millions | 6 Months Ended |
Jul. 03, 2020$ / sharesshares | |
Number of Shares | |
Nonvested shares restricted stock units, beginning (in shares) | shares | 8.9 |
Restricted stock units granted (in shares) | shares | 5.7 |
Restricted stock units released (in shares) | shares | (2.9) |
Restricted stock units forfeited (in shares) | shares | (0.5) |
Nonvested shares restricted stock units, ending (in shares) | shares | 11.2 |
Weighted-Average Grant Date Fair Value Per Share | |
Weighted Average Grant Date Fair Value, Nonvested, beginning (in dollars per share) | $ / shares | $ 20.84 |
Weighted Average Grant Date Fair Value, Granted (in dollars per share) | $ / shares | 18.59 |
Weighted-Average Grant Date Fair Value, Released (in dollars per share) | $ / shares | 18.29 |
Weighted Average Grant Date Fair Value, Forfeited (in dollars per share) | $ / shares | 21.04 |
Weighted Average Grant Date Fair Value, Nonvested, ending (in dollars per share) | $ / shares | $ 20.34 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | Aug. 10, 2020 | Jul. 03, 2020 |
Loss Contingencies [Line Items] | ||
Outstanding guarantees and letters of credit | $ 6.8 | |
Guarantees | 1.4 | |
AcBel Polytech, Inc. | Subsequent Event | ||
Loss Contingencies [Line Items] | ||
Payments for legal settlements | $ 6 | |
Revolving Credit Facility | Senior Revolving Credit Facility | ||
Loss Contingencies [Line Items] | ||
Current borrowing capacity | 15 | |
Letter of Credit | Senior Revolving Credit Facility | ||
Loss Contingencies [Line Items] | ||
Current borrowing capacity | 4 | |
Credit commitment outstanding | $ 1 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value of Assets and Liabilities (Details) - Fair Value, Measurements, Recurring - Demand and time deposits - USD ($) $ in Millions | Jul. 03, 2020 | Dec. 31, 2019 |
Level 1 | ||
Assets: | ||
Cash and cash equivalents | $ 528.2 | $ 28.2 |
Level 2 | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Level 3 | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Estimate of Fair Value | ||
Assets: | ||
Cash and cash equivalents | $ 528.2 | $ 28.2 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value, by Balance Sheet Grouping (Details) - USD ($) $ in Millions | Jul. 03, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Amount | $ 4,853.2 | $ 3,749.2 |
Convertible notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Amount | 1,184.7 | 1,163.1 |
Fair Value | 1,479.2 | 1,730.2 |
Long-term debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Amount | 3,555.8 | 2,449.3 |
Fair Value | $ 3,365.5 | $ 2,427.8 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - Convertible Debt | Jul. 03, 2020 |
1.00% Notes | |
Debt Instrument [Line Items] | |
Debt instrument, interest rate (as a percent) | 1.00% |
1.625% Notes | |
Debt Instrument [Line Items] | |
Debt instrument, interest rate (as a percent) | 1.625% |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jul. 03, 2020 | Jun. 28, 2019 | Jul. 03, 2020 | Jun. 28, 2019 | Apr. 17, 2020 | Dec. 31, 2019 | |
Derivatives, Fair Value [Line Items] | ||||||
Foreign currency transaction gain (loss) realized | $ (3,200,000) | $ (1,000,000) | $ (3,400,000) | $ (4,100,000) | ||
Convertible Debt | 1.00% Notes | ||||||
Derivatives, Fair Value [Line Items] | ||||||
Debt instrument, interest rate (as a percent) | 1.00% | 1.00% | ||||
Convertible Debt | 1.625% Notes | ||||||
Derivatives, Fair Value [Line Items] | ||||||
Debt instrument, interest rate (as a percent) | 1.625% | 1.625% | ||||
Foreign currency exchange contracts | ||||||
Derivatives, Fair Value [Line Items] | ||||||
Notional Amount | $ 172,500,000 | $ 172,500,000 | $ 183,300,000 | |||
Foreign currency exchange contracts | Minimum | ||||||
Derivatives, Fair Value [Line Items] | ||||||
Derivative, term of contract (in months) | 1 month | |||||
Foreign currency exchange contracts | Maximum | ||||||
Derivatives, Fair Value [Line Items] | ||||||
Derivative, term of contract (in months) | 3 months | |||||
Interest Rate Swap 1 | ||||||
Derivatives, Fair Value [Line Items] | ||||||
Notional Amount | $ 1,250,000,000 | |||||
Interest Rate Swap 2 | ||||||
Derivatives, Fair Value [Line Items] | ||||||
Notional Amount | 750,000,000 | |||||
Interest Rate Swap 3 | ||||||
Derivatives, Fair Value [Line Items] | ||||||
Notional Amount | $ 750,000,000 | |||||
Interest Rate Swap | ||||||
Derivatives, Fair Value [Line Items] | ||||||
Notional Amount | $ 2,250,000,000 | $ 1,000,000,000 | $ 2,250,000,000 | $ 1,000,000,000 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Net Foreign Exchange Positions (Details) - Foreign currency exchange contracts - USD ($) $ in Millions | Jul. 03, 2020 | Dec. 31, 2019 |
Derivatives, Fair Value [Line Items] | ||
Buy (Sell) | $ 163.5 | $ 174.1 |
Notional Amount | 172.5 | 183.3 |
Other Currencies - Buy | ||
Derivatives, Fair Value [Line Items] | ||
Buy (Sell) | 14.3 | 21.9 |
Notional Amount | 14.3 | 21.9 |
Other Currencies - Sell | ||
Derivatives, Fair Value [Line Items] | ||
Buy (Sell) | (4.5) | (4.6) |
Notional Amount | 4.5 | 4.6 |
Philippine Peso | ||
Derivatives, Fair Value [Line Items] | ||
Buy (Sell) | 52.9 | 36.4 |
Notional Amount | 52.9 | 36.4 |
Japanese Yen | ||
Derivatives, Fair Value [Line Items] | ||
Buy (Sell) | 38.1 | 49.8 |
Notional Amount | 38.1 | 49.8 |
Korean Won | ||
Derivatives, Fair Value [Line Items] | ||
Buy (Sell) | 22.7 | 18.1 |
Notional Amount | 22.7 | 18.1 |
Euro | ||
Derivatives, Fair Value [Line Items] | ||
Buy (Sell) | 19.6 | 0 |
Notional Amount | 19.6 | 0 |
Chinese Yuan | ||
Derivatives, Fair Value [Line Items] | ||
Buy (Sell) | 14 | 20.2 |
Notional Amount | 14 | 20.2 |
Malaysian Ringgit | ||
Derivatives, Fair Value [Line Items] | ||
Buy (Sell) | 6.4 | 20.4 |
Notional Amount | 6.4 | 20.4 |
Czech Koruna | ||
Derivatives, Fair Value [Line Items] | ||
Buy (Sell) | 0 | 11.9 |
Notional Amount | $ 0 | $ 11.9 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | Jul. 03, 2020 | Jun. 28, 2019 |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits, income tax penalties and interest accrued | $ 4.6 | $ 4.2 |
Possible reduction in unrecognized tax benefits in next twelve months | $ 3.4 |
Changes in Accumulated Other _3
Changes in Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2020 | Jun. 28, 2019 | Jul. 03, 2020 | Jun. 28, 2019 | |
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Balance, beginning | $ 3,237.6 | $ 3,220.7 | $ 3,324.1 | $ 3,194.1 |
Other comprehensive income (loss) prior to reclassifications | (6.4) | |||
Amounts reclassified from accumulated other comprehensive loss | (6.9) | |||
Other comprehensive loss, net of tax | (1.1) | (9.7) | (13.3) | (15.5) |
Balance, ending | 3,259.3 | 3,297.9 | 3,259.3 | 3,297.9 |
Effects of cash flow hedges, tax benefit | 3.7 | |||
Currency Translation Adjustments | ||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Balance, beginning | (42.4) | |||
Other comprehensive income (loss) prior to reclassifications | 0.5 | |||
Amounts reclassified from accumulated other comprehensive loss | 0 | |||
Other comprehensive loss, net of tax | 0.5 | |||
Balance, ending | (41.9) | (41.9) | ||
Effects of Cash Flow Hedges | ||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Balance, beginning | (11.9) | |||
Other comprehensive income (loss) prior to reclassifications | (6.9) | |||
Amounts reclassified from accumulated other comprehensive loss | (6.9) | |||
Other comprehensive loss, net of tax | (13.8) | |||
Balance, ending | (25.7) | (25.7) | ||
Accumulated Other Comprehensive Loss | ||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Balance, beginning | (66.5) | (43.7) | (54.3) | (37.9) |
Balance, ending | $ (67.6) | $ (53.4) | $ (67.6) | $ (53.4) |
Changes in Accumulated Other _4
Changes in Accumulated Other Comprehensive Loss - Reclassifications from Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2020 | Jun. 28, 2019 | Jul. 03, 2020 | Jun. 28, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Interest expense | $ (2.8) | $ (1) | $ (2.7) | $ 1.1 |
Net income (loss) | (0.9) | 102.9 | (14.6) | 217 |
Reclassification out of Accumulated Other Comprehensive Loss | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Net income (loss) | 5 | (1.3) | 6.9 | (2.7) |
Effects of Cash Flow Hedges | Reclassification out of Accumulated Other Comprehensive Loss | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Interest expense | $ 5 | $ (1.3) | $ 6.9 | $ (2.7) |
Subsequent Event (Details)
Subsequent Event (Details) - Forecast - Subsequent Event $ in Millions | 3 Months Ended |
Sep. 25, 2020USD ($) | |
Subsequent Event [Line Items] | |
Release of valuation allowance | $ 50 |
Minimum | |
Subsequent Event [Line Items] | |
Estimated benefit from change in tax status | 50 |
Maximum | |
Subsequent Event [Line Items] | |
Estimated benefit from change in tax status | $ 80 |