Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 27, 2024 | Oct. 23, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 27, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-39317 | |
Entity Registrant Name | ON SEMICONDUCTOR CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 36-3840979 | |
Entity Address, Address Line One | 5701 N. Pima Road | |
Entity Address, City or Town | Scottsdale | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85250 | |
City Area Code | 602 | |
Local Phone Number | 244-6600 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | ON | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 425,797,438 | |
Entity Central Index Key | 0001097864 | |
Current Fiscal Year End | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2024 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 27, 2024 | Dec. 31, 2023 |
Assets | ||
Cash and cash equivalents | $ 2,470.2 | $ 2,483 |
Short-term investments | 300 | 0 |
Receivables, net | 1,070.6 | 935.4 |
Inventories | 2,242.8 | 2,111.8 |
Other current assets | 461.1 | 382.1 |
Total current assets | 6,544.7 | 5,912.3 |
Property, plant and equipment, net | 4,383.7 | 4,401.5 |
Goodwill | 1,587.9 | 1,577.6 |
Intangible assets, net | 273.1 | 299.3 |
Deferred tax assets | 725.8 | 600.8 |
ROU financing lease assets | 41.1 | 42.4 |
Other assets | 367.3 | 381.3 |
Total assets | 13,923.6 | 13,215.2 |
Liabilities and Stockholders’ Equity | ||
Accounts payable | 597.5 | 725.6 |
Accrued expenses and other current liabilities | 734.3 | 663.2 |
Current portion of financing lease liabilities | 0.4 | 0.8 |
Current portion of long-term debt | 796.4 | 794 |
Total current liabilities | 2,128.6 | 2,183.6 |
Long-term debt | 2,547.2 | 2,542.6 |
Deferred tax liabilities | 42.8 | 38.7 |
Long-term financing lease liabilities | 22.4 | 22.4 |
Other long-term liabilities | 578.6 | 627.3 |
Total liabilities | 5,319.6 | 5,414.6 |
Commitments and contingencies (Note 9) | ||
ON Semiconductor Corporation stockholders’ equity: | ||
Common stock ($0.01 par value, 1,250,000,000 shares authorized, 622,306,537 and 616,281,996 issued, 425,645,765 and 426,386,426 outstanding, respectively) | 6.2 | 6.2 |
Additional paid-in capital | 5,321.9 | 5,210.9 |
Accumulated other comprehensive loss | (49.1) | (45.2) |
Accumulated earnings | 7,741 | 6,548.1 |
Less: Treasury stock, at cost: 196,660,772 and 189,895,570 shares, respectively | (4,435.9) | (3,937.4) |
Total ON Semiconductor Corporation stockholders’ equity | 8,584.1 | 7,782.6 |
Non-controlling interest | 19.9 | 18 |
Total stockholders’ equity | 8,604 | 7,800.6 |
Total liabilities and stockholders’ equity | $ 13,923.6 | $ 13,215.2 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 27, 2024 | Dec. 31, 2023 |
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) | 622,306,537 | 616,281,996 |
Common stock, shares outstanding (in shares) | 425,645,765 | 426,386,426 |
Treasury stock, shares (in shares) | 196,660,772 | 189,895,570 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,761.9 | $ 2,180.8 | $ 5,359.8 | $ 6,234.9 |
Cost of revenue | 962.5 | 1,150.1 | 2,922.8 | 3,293.3 |
Gross profit | 799.4 | 1,030.7 | 2,437 | 2,941.6 |
Operating expenses: | ||||
Research and development | 151 | 143.4 | 457.5 | 427.1 |
Selling and marketing | 65.4 | 68.2 | 203.1 | 211.6 |
General and administrative | 95.5 | 110.7 | 275.8 | 273.8 |
Amortization of acquisition-related intangible assets | 13 | 12 | 38.5 | 39 |
Restructuring, asset impairments and other charges, net | 29.1 | 9.4 | 103 | 63.5 |
Total operating expenses | 354 | 343.7 | 1,077.9 | 1,015 |
Operating income | 445.4 | 687 | 1,359.1 | 1,926.6 |
Other income (expense), net: | ||||
Interest expense | (15.7) | (16.2) | (47) | (59) |
Interest income | 28.6 | 25.7 | 83.6 | 66.8 |
Loss on debt prepayment | 0 | 0 | 0 | (13.3) |
Loss on divestiture of business | 0 | (0.1) | 0 | (0.7) |
Other income (expense) | (3.7) | 1.1 | (0.8) | 4.5 |
Other income (expense), net | 9.2 | 10.5 | 35.8 | (1.7) |
Income before income taxes | 454.6 | 697.5 | 1,394.9 | 1,924.9 |
Income tax provision | (51.9) | (114.6) | (200.1) | (302.7) |
Net income | 402.7 | 582.9 | 1,194.8 | 1,622.2 |
Less: Net income attributable to non-controlling interest | (1) | (0.2) | (1.9) | (1.2) |
Net income attributable to ON Semiconductor Corporation | 401.7 | 582.7 | 1,192.9 | 1,621 |
Net income for diluted earnings per share of common stock (Note 7) | $ 401.7 | $ 583.1 | $ 1,192.9 | $ 1,622.2 |
Net income per share of common stock attributable to ON Semiconductor Corporation: | ||||
Basic (in dollars per share) | $ 0.94 | $ 1.35 | $ 2.79 | $ 3.76 |
Diluted (in dollars per share) | $ 0.93 | $ 1.29 | $ 2.75 | $ 3.61 |
Weighted-average shares of common stock outstanding: | ||||
Basic (in shares) | 427 | 431.2 | 428.1 | 431.6 |
Diluted (in shares) | 431.7 | 450.7 | 433.8 | 449.3 |
Comprehensive income (loss), net of tax: | ||||
Net income | $ 402.7 | $ 582.9 | $ 1,194.8 | $ 1,622.2 |
Foreign currency translation adjustments | 3.6 | (1.3) | (0.7) | (4) |
Effects of cash flow hedges and other adjustments | 4.1 | (6.2) | (3.2) | (17.7) |
Other comprehensive income (loss), net of tax | 7.7 | (7.5) | (3.9) | (21.7) |
Comprehensive income | 410.4 | 575.4 | 1,190.9 | 1,600.5 |
Comprehensive income attributable to non-controlling interest | (1) | (0.2) | (1.9) | (1.2) |
Comprehensive income attributable to ON Semiconductor Corporation | $ 409.4 | $ 575.2 | $ 1,189 | $ 1,599.3 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Millions | Total | 0% Notes | 1.625% Notes | 0.50% Notes | Common Stock | Common Stock 0% Notes | Common Stock 1.625% Notes | Additional Paid-in Capital | Additional Paid-in Capital 1.625% Notes | Additional Paid-in Capital 0.50% Notes | Accumulated Other Comprehensive Loss | Accumulated Earnings | Treasury Stock | Treasury Stock 0% Notes | Treasury Stock 1.625% Notes | Non-Controlling Interest |
Beginning Balance (in shares) at Dec. 31, 2022 | 608,367,713 | |||||||||||||||
Treasury stock beginning balance (in shares) at Sep. 29, 2023 | (180,879,136) | |||||||||||||||
Balance, beginning at Dec. 31, 2022 | $ 6,207 | $ 6.1 | $ 4,670.9 | $ (23.2) | $ 4,364.4 | $ (2,829.7) | $ 18.5 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Shares issued pursuant to the ESPP (in shares) | 220,714 | |||||||||||||||
Shares issued pursuant to the ESPP | 13.2 | 13.2 | ||||||||||||||
RSUs released and stock grant awards issued (in shares) | 2,262,751 | |||||||||||||||
RSUs released and stock grant awards issued | 0 | |||||||||||||||
Warrants and bond hedges, net - 0.50% Notes | $ (171.5) | $ (171.5) | ||||||||||||||
Tax impact of warrants and bond hedges, net | 92.3 | 92.3 | ||||||||||||||
Partial settlement (in shares) | 585 | 621,714 | ||||||||||||||
Partial settlement of bond hedges (in shares) | (580) | (621,740) | ||||||||||||||
Partial settlement of bond hedges | $ (0.1) | $ 0 | $ 50.5 | $ (0.1) | $ (50.5) | |||||||||||
Settlement of warrants (in shares) | 132 | 159 | ||||||||||||||
Payment of tax withholding for RSUs (in shares) | (749,058) | |||||||||||||||
Payment of tax withholding for RSUs | (62.6) | $ (62.6) | ||||||||||||||
Share-based compensation | $ 90.4 | 90.4 | ||||||||||||||
Repurchase of common stock (in shares) | (3,100,000) | (3,076,460) | ||||||||||||||
Repurchase of common stock | $ (265.2) | $ (265.2) | ||||||||||||||
Comprehensive income (loss) | 1,600.5 | (21.7) | 1,621 | 1.2 | ||||||||||||
Ending Balance (in shares) at Sep. 29, 2023 | 611,473,768 | |||||||||||||||
Treasury stock ending balance (in shares) at Dec. 31, 2022 | (176,431,298) | |||||||||||||||
Balance, ending at Sep. 29, 2023 | 7,504 | $ 6.1 | 4,745.8 | (44.9) | 5,985.4 | $ (3,208.1) | 19.7 | |||||||||
Beginning Balance (in shares) at Jun. 30, 2023 | 611,286,417 | |||||||||||||||
Treasury stock beginning balance (in shares) at Sep. 29, 2023 | (180,879,136) | |||||||||||||||
Balance, beginning at Jun. 30, 2023 | 7,003.6 | $ 6.1 | 4,714.6 | (37.4) | 5,402.7 | $ (3,101.9) | 19.5 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
RSUs released and stock grant awards issued (in shares) | 186,072 | |||||||||||||||
RSUs released and stock grant awards issued | 0 | |||||||||||||||
Partial settlement (in shares) | 572 | 416 | ||||||||||||||
Partial settlement of bond hedges (in shares) | (570) | (447) | ||||||||||||||
Partial settlement of bond hedges | $ (0.1) | $ 0 | $ 0.1 | $ (0.1) | $ (0.1) | |||||||||||
Settlement of warrants (in shares) | 132 | 159 | ||||||||||||||
Payment of tax withholding for RSUs (in shares) | (53,735) | |||||||||||||||
Payment of tax withholding for RSUs | (5.2) | $ (5.2) | ||||||||||||||
Share-based compensation | $ 31.1 | 31.1 | ||||||||||||||
Repurchase of common stock (in shares) | (1,100,000) | (1,058,573) | ||||||||||||||
Repurchase of common stock | $ (100.8) | $ (100.8) | ||||||||||||||
Comprehensive income (loss) | 575.4 | (7.5) | 582.7 | 0.2 | ||||||||||||
Ending Balance (in shares) at Sep. 29, 2023 | 611,473,768 | |||||||||||||||
Treasury stock ending balance (in shares) at Jun. 30, 2023 | (179,765,811) | |||||||||||||||
Balance, ending at Sep. 29, 2023 | $ 7,504 | $ 6.1 | 4,745.8 | (44.9) | 5,985.4 | $ (3,208.1) | 19.7 | |||||||||
Beginning Balance (in shares) at Dec. 31, 2023 | 426,386,426 | 616,281,996 | ||||||||||||||
Treasury stock beginning balance (in shares) at Sep. 27, 2024 | (196,660,772) | (196,660,772) | ||||||||||||||
Balance, beginning at Dec. 31, 2023 | $ 7,800.6 | $ 6.2 | 5,210.9 | (45.2) | 6,548.1 | $ (3,937.4) | 18 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Shares issued pursuant to the ESPP (in shares) | 218,379 | |||||||||||||||
Shares issued pursuant to the ESPP | 13 | 13 | ||||||||||||||
RSUs released and stock grant awards issued (in shares) | 1,777,879 | |||||||||||||||
Partial settlement (in shares) | 53 | |||||||||||||||
Partial settlement of bond hedges (in shares) | (50) | |||||||||||||||
Settlement of warrants (in shares) | 14 | 4,028,216 | ||||||||||||||
Payment of tax withholding for RSUs (in shares) | (637,071) | |||||||||||||||
Payment of tax withholding for RSUs | (48.1) | $ (48.1) | ||||||||||||||
Share-based compensation | $ 98 | 98 | ||||||||||||||
Repurchase of common stock (in shares) | (6,100,000) | (6,128,081) | ||||||||||||||
Repurchase of common stock | $ (450.4) | $ (450.4) | ||||||||||||||
Comprehensive income (loss) | $ 1,190.9 | (3.9) | 1,192.9 | 1.9 | ||||||||||||
Ending Balance (in shares) at Sep. 27, 2024 | 425,645,765 | 622,306,537 | ||||||||||||||
Treasury stock ending balance (in shares) at Dec. 31, 2023 | (189,895,570) | (189,895,570) | ||||||||||||||
Balance, ending at Sep. 27, 2024 | $ 8,604 | $ 6.2 | 5,321.9 | (49.1) | 7,741 | $ (4,435.9) | 19.9 | |||||||||
Beginning Balance (in shares) at Jun. 28, 2024 | 622,068,261 | |||||||||||||||
Treasury stock beginning balance (in shares) at Sep. 27, 2024 | (196,660,772) | (196,660,772) | ||||||||||||||
Balance, beginning at Jun. 28, 2024 | $ 8,358.4 | $ 6.2 | 5,283.3 | (56.8) | 7,339.3 | $ (4,232.5) | 18.9 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Shares issued pursuant to the ESPP (in shares) | 102,388 | |||||||||||||||
Shares issued pursuant to the ESPP | 5.9 | 5.9 | ||||||||||||||
RSUs released and stock grant awards issued (in shares) | 135,876 | |||||||||||||||
Partial settlement (in shares) | 10 | |||||||||||||||
Partial settlement of bond hedges (in shares) | (10) | |||||||||||||||
Settlement of warrants (in shares) | 2 | |||||||||||||||
Payment of tax withholding for RSUs (in shares) | (41,841) | |||||||||||||||
Payment of tax withholding for RSUs | (3) | $ (3) | ||||||||||||||
Share-based compensation | $ 32.7 | 32.7 | ||||||||||||||
Repurchase of common stock (in shares) | (2,800,000) | (2,768,534) | ||||||||||||||
Repurchase of common stock | $ (200.4) | $ (200.4) | ||||||||||||||
Comprehensive income (loss) | $ 410.4 | 7.7 | 401.7 | 1 | ||||||||||||
Ending Balance (in shares) at Sep. 27, 2024 | 425,645,765 | 622,306,537 | ||||||||||||||
Treasury stock ending balance (in shares) at Jun. 28, 2024 | (193,850,387) | |||||||||||||||
Balance, ending at Sep. 27, 2024 | $ 8,604 | $ 6.2 | $ 5,321.9 | $ (49.1) | $ 7,741 | $ (4,435.9) | $ 19.9 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - Convertible Debt | Sep. 27, 2024 | Dec. 31, 2023 | Sep. 29, 2023 |
0% Notes | |||
Debt instrument, interest rate | 0% | 0% | 0% |
1.625% Notes | |||
Debt instrument, interest rate | 1.625% | 1.625% | |
0.50% Notes | |||
Debt instrument, interest rate | 0.50% | 0.50% | 0.50% |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 27, 2024 | Sep. 29, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 1,194.8 | $ 1,622.2 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 476.3 | 449.2 |
Loss on sale or disposal of fixed assets | 5.1 | 7.3 |
Loss on divestiture of business | 0 | 0.7 |
Loss on debt prepayment | 0 | 13.3 |
Amortization of debt discount and issuance costs | 9.2 | 8.7 |
Share-based compensation | 98 | 90.4 |
Non-cash asset impairment charges | 15.7 | 12.7 |
Change in deferred tax balances | (122.1) | (109) |
Other | 7 | 1.5 |
Changes in assets and liabilities: | ||
Receivables | (145.5) | (137.4) |
Inventories | (130.2) | (468.3) |
Other assets | (17.4) | 13.6 |
Accounts payable | (42.5) | (27.6) |
Accrued expenses and other current liabilities | 38.3 | (183.2) |
Other long-term liabilities | (60) | 72.2 |
Net cash provided by operating activities | 1,326.7 | 1,366.3 |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (549.1) | (1,185.1) |
Proceeds from sale of property, plant and equipment | 0.6 | 2.8 |
Deposits utilized for purchase of property, plant and equipment | 12.4 | 32.4 |
Purchase of short-term investments | (750) | 0 |
Proceeds from sale or maturity of short-term investments and available-for-sale securities | 450 | 33.5 |
Purchase of a business, net of cash acquired | (20.5) | 0 |
Payments related to acquisition of business | 0 | (236.3) |
Other | (1.5) | 0 |
Net cash used in investing activities | (858.1) | (1,352.7) |
Cash flows from financing activities: | ||
Proceeds for the issuance of common stock under the ESPP | 19.6 | 19.9 |
Payment of tax withholding for RSUs | (48.3) | (62.4) |
Repurchase of common stock | (450) | (264) |
Issuance and borrowings under debt agreements | 0 | 1,845 |
Reimbursement of debt issuance and other financing costs | 0 | 4.5 |
Payment of debt issuance and other financing costs | 0 | (11.7) |
Repayment of borrowings under debt agreements | 0 | (1,603.8) |
Payment for purchase of bond hedges | 0 | (414) |
Proceeds from issuance of warrants | 0 | 242.5 |
Payment of financing lease obligations | (1.8) | (10.3) |
Net cash used in financing activities | (480.5) | (254.3) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (0.7) | (1.5) |
Net decrease in cash, cash equivalents and restricted cash | (12.6) | (242.2) |
Cash, cash equivalents and restricted cash, beginning of period | 2,485 | 2,933 |
Cash, cash equivalents and restricted cash, end of period | $ 2,472.4 | $ 2,690.8 |
Background and Basis of Present
Background and Basis of Presentation | 9 Months Ended |
Sep. 27, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Basis of Presentation | Note 1: Background and Basis of Presentation ON Semiconductor Corporation (“onsemi,” “we,” “us,” “our,” or the “Company”), with its wholly and majority-owned subsidiaries, operates under the onsemi TM brand. The Company is organized into three operating and reportable segments: the Power Solutions Group ("PSG"), the Analog and Mixed-Signal Group ("AMG"), and the Intelligent Sensing Group ("ISG"). During the first quarter of 2024, onsemi reorganized the existing divisions within certain of its operating and reportable segments and renamed the Advanced Solutions Group ("ASG") reportable segment to AMG. See Note 2: ''Segments and Revenue'' for additional information regarding the segment reorganization. The Company's fiscal calendar year begins on January 1 and ends on December 31, with each fiscal quarter containing a thirteen-week accounting period. The quarters ended September 27, 2024 and September 29, 2023 contained 91 days each. The nine months ended September 27, 2024 and September 29, 2023 contained 271 days and 272 days, respectively. The accompanying unaudited financial statements as of and for the quarter and nine months ended September 27, 2024 have been prepared following generally accepted accounting principles in the United States of America ("GAAP") for interim financial reporting and the rules and regulations of the SEC for interim reporting. Accordingly, the unaudited financial statements do not include all of the information and footnotes required by GAAP for audited financial statements. The balance sheet as of December 31, 2023 was derived from the Company's audited financial statements but does not include all disclosures required by GAAP for annual financial statements. In management's opinion, the interim information contains all adjustments, which include normal recurring adjustments necessary for a fair statement of the results for the interim periods. The footnote disclosures related to the interim financial information contained herein are also unaudited. Such financial information should be read in conjunction with the consolidated financial statements and related notes thereto for the year ended December 31, 2023, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 5, 2024 (the "2023 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) calculation of future payouts for customer incentives and amounts subject to allowances and returns; (ii) valuation and obsolescence relating to inventories; (iii) measurement of valuation allowances against deferred tax assets and evaluations of uncertain tax positions; (iv) testing for impairment of long-lived assets and goodwill; and (v) assumptions used in business combinations. Actual results may differ from the estimates and assumptions used in the consolidated financial statements. |
Segments and Revenue
Segments and Revenue | 9 Months Ended |
Sep. 27, 2024 | |
Segment Reporting [Abstract] | |
Segments and Revenue | Note 2: Segments and Revenue Segments The Company is organized into three operating and reportable segments consisting of PSG, AMG and ISG. These segments represent management's view of the business, and gross profit is used to evaluate its performance, the progress of major initiatives and the allocation of resources. PSG formerly included the divisions of Advanced Power Division and Integrated Circuits, Protection and Signal Division ("IPS"). During the first quarter of 2024, management reorganized them to the divisions of Automotive Power Division, Industrial Power Division and Multi-Market Power Division (“MPD”). Further, IPS was split, with portions remaining in MPD and portions moving to the new Integrated Circuits Division within AMG. Management performed a goodwill impairment analysis on the divisions (which were the reporting units) prior to and after the reorganization and did not identify an impairment. Revenue and gross profit for the operating and reportable segments were as follows (in millions): PSG (1) AMG (1) ISG Total For the quarter ended September 27, 2024: Revenue from external customers $ 829.4 $ 653.7 $ 278.8 $ 1,761.9 Gross profit $ 344.9 $ 325.3 $ 129.2 $ 799.4 For the quarter ended September 29, 2023: Revenue from external customers $ 1,076.5 $ 775.7 $ 328.6 $ 2,180.8 Gross profit $ 513.5 $ 361.1 $ 156.1 $ 1,030.7 For the nine months ended September 27, 2024: Revenue from external customers $ 2,538.8 $ 1,998.5 $ 822.5 $ 5,359.8 Gross profit $ 1,059.1 $ 986.0 $ 391.9 $ 2,437.0 For the nine months ended September 29, 2023: Revenue from external customers $ 2,914.8 $ 2,312.3 $ 1,007.8 $ 6,234.9 Gross profit $ 1,377.9 $ 1,075.3 $ 488.4 $ 2,941.6 (1) During the first quarter of 2024, the Company reorganized certain reporting units and its segment reporting structure. As a result of the reorganization of divisions within PSG and AMG, the prior-period amounts have been reclassified to conform to current-period presentation. The Company had one customer, a distributor, whose revenue accounted for approximately 12% and 11% of the total revenue for the quarters ended September 27, 2024 and September 29, 2023, respectively, and approximately 11% and 10% of the total revenue for the nine months ended September 27, 2024 and September 29, 2023, respectively. One customer, a distributor, accounted for approximately 10% of the Company's accounts receivable balance as of September 27, 2024, and no single customer had an accounts receivable concentration of 10% or greater as of December 31, 2023. Revenue for the operating and reportable segments disaggregated into geographic locations based on sales billed from the respective country and sales channel was as follows (in millions): Quarter Ended September 27, 2024 PSG AMG ISG Total Geographic Location: Hong Kong $ 215.6 $ 186.6 $ 64.7 $ 466.9 Singapore 276.3 146.0 27.2 449.5 United Kingdom 178.8 117.3 99.7 395.8 United States 89.5 147.3 45.1 281.9 Other 69.2 56.5 42.1 167.8 Total $ 829.4 $ 653.7 $ 278.8 $ 1,761.9 Sales Channel: Distributors $ 539.3 $ 370.3 $ 86.5 $ 996.1 Direct customers 290.1 283.4 192.3 765.8 Total $ 829.4 $ 653.7 $ 278.8 $ 1,761.9 Nine Months Ended September 27, 2024 PSG AMG ISG Total Geographic Location: Hong Kong $ 649.2 $ 498.5 $ 178.1 $ 1,325.8 Singapore 689.7 493.0 90.3 1,273.0 United Kingdom 569.1 373.8 310.7 1,253.6 United States 442.5 452.4 130.8 1,025.7 Other 188.3 180.8 112.6 481.7 Total $ 2,538.8 $ 1,998.5 $ 822.5 $ 5,359.8 Sales Channel: Distributors $ 1,504.9 $ 1,062.3 $ 289.9 $ 2,857.1 Direct customers 1,033.9 936.2 532.6 2,502.7 Total $ 2,538.8 $ 1,998.5 $ 822.5 $ 5,359.8 Quarter Ended September 29, 2023 PSG (1) AMG (1) ISG Total Geographic Location: Hong Kong $ 311.8 $ 197.8 $ 72.3 $ 581.9 Singapore 304.0 153.6 49.2 506.8 United Kingdom 211.8 157.1 95.3 464.2 United States 182.8 178.3 63.4 424.5 Other 66.1 88.9 48.4 203.4 Total $ 1,076.5 $ 775.7 $ 328.6 $ 2,180.8 Sales Channel: Distributors $ 605.5 $ 394.4 $ 138.0 $ 1,137.9 Direct customers 471.0 381.3 190.6 1,042.9 Total $ 1,076.5 $ 775.7 $ 328.6 $ 2,180.8 Nine Months Ended September 29, 2023 PSG (1) AMG (1) ISG Total Geographic Location: Hong Kong $ 836.2 $ 570.3 $ 196.0 $ 1,602.5 Singapore 851.7 468.0 157.1 1,476.8 United Kingdom 571.4 487.3 268.1 1,326.8 United States 451.6 501.6 241.3 1,194.5 Other 203.9 285.1 145.3 634.3 Total $ 2,914.8 $ 2,312.3 $ 1,007.8 $ 6,234.9 Sales Channel: Distributors $ 1,710.3 $ 1,116.7 $ 477.8 $ 3,304.8 Direct customers 1,204.5 1,195.6 530.0 2,930.1 Total $ 2,914.8 $ 2,312.3 $ 1,007.8 $ 6,234.9 (1) During the first quarter of 2024, the Company reorganized certain reporting units and its segment reporting structure. As a result of the reorganization of divisions within PSG and AMG, the prior-period amounts have been reclassified to conform to current-period presentation. The Company operates in various geographic locations. Sales to external customers have little correlation to where products are manufactured or the location of the end-customers. It is, therefore, not meaningful to present operating profit by geographical location. The Company does not discretely allocate assets to its operating segments, nor does management evaluate operating segments using discrete asset information. The consolidated assets used in manufacturing are generally shared and are not specifically ascribed to operating and reportable segments. In situations where the carrying amounts assigned to an asset group need to be evaluated for recoverability, judgment is used to determine the carrying amounts of the asset group based on the facts and circumstances. Property, plant and equipment, net by geographic location, is summarized below (in millions): As of September 27, 2024 December 31, 2023 South Korea $ 1,433.6 $ 1,360.8 United States 1,407.2 1,456.5 Czech Republic 587.7 559.7 China 237.6 252.2 Philippines 226.0 252.9 Malaysia 187.9 199.3 Vietnam 153.6 164.3 Other 150.1 155.8 Total $ 4,383.7 $ 4,401.5 Revenue The Company's revenue derives primarily from product sales and to a much lesser extent from manufacturing services and product development agreements. For the quarters ended September 27, 2024 and September 29, 2023, revenue recognized from product sales as a percentage of total revenue was approximately 99% in each period and revenue recognized from manufacturing services and product development agreements was approximately 1% of total revenue in each period. For the nine months ended September 27, 2024 and September 29, 2023, revenue recognized from product sales as a percentage of total revenue was approximately 98% in each period and revenue recognized from manufacturing services and product development agreements was approximately 2% of total revenue in each period. Revenue disaggregated by end-markets and product technologies was as follows (in millions): Quarters Ended Nine Months Ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 End-Markets: Automotive $ 951.2 $ 1,157.8 $ 2,875.3 $ 3,205.6 Industrial 439.9 615.8 1,384.0 1,781.3 Other* 370.8 407.2 1,100.5 1,248.0 Total $ 1,761.9 $ 2,180.8 $ 5,359.8 $ 6,234.9 * Other primarily includes the end-markets of computing, consumer, networking and communications. Product Technologies: Intelligent Power $ 914.5 $ 1,154.8 $ 2,765.9 $ 3,146.3 Intelligent Sensing 344.0 406.3 1,017.7 1,234.8 Other 503.4 619.7 1,576.2 1,853.8 Total $ 1,761.9 $ 2,180.8 $ 5,359.8 $ 6,234.9 Remaining Performance Obligations A portion of the Company's orders are firm commitments that are non-cancellable, including certain orders or contracts with a duration of less than one year. Certain of the Company's customer contracts are multi-year agreements that include committed amounts ("Long-term Supply Agreements" or "LTSAs") for which the remaining performance obligations as of September 27, 2024 are approximately $13.7 billion (excluding the remaining performance obligations for contracts having a duration of one year or less). The Company expects to recognize approximately 31% of this amount as revenue during the next 12 months upon shipment of products under these contracts. Total revenue estimates are based on negotiated contract prices and demand quantities, and could be influenced by risks and uncertainties, including manufacturing or supply chain constraints, modifications to customer agreements and regulatory changes, among other factors. The timing, pricing or amount of products delivered under LTSAs may be modified in circumstances upon mutual agreement, and the actual revenue recognized for the remaining performance obligations in future periods may significantly fluctuate from current estimates. Certain LTSAs include non-cancellable capacity payments from the customer, which are generally due within 30 days of the agreement. These payments reserve production availability or are prepayments for the same purpose and are not recognized as revenue until the performance obligations are satisfied. Payments received in advance of the satisfaction of performance obligations are recorded as contract liabilities. The Company fulfilled certain performance obligations and recognized revenue of $42.0 million and $30.1 million for the quarters ended September 27, 2024 and September 29, 2023, respectively, and $77.4 million and $61.7 million for the nine months ended September 27, 2024 and September 29, 2023, respectively, related to contract liabilities outstanding as of the end of each respective prior period. Contract Balances Contract assets and contract liabilities were as follows (in millions): As of September 27, 2024 December 31, 2023 Contract assets included in: Other current assets $ 150.1 $ 83.1 Other assets — 12.0 Total $ 150.1 $ 95.1 Contract liabilities included in: Other current liabilities $ 111.4 $ 87.6 Other long-term liabilities 161.7 216.6 Total $ 273.1 $ 304.2 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements and Other Developments | 9 Months Ended |
Sep. 27, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements and Other Developments | Note 3: Recent Accounting Pronouncements and Other Developments Pending Adoption Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07") In November 2023, the FASB issued ASU 2023-07 to enhance disclosures about significant segment expenses. The amendments in this ASU require a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The amendments in this ASU also clarify circumstances in which an entity can disclose multiple segment measures of profit or loss and provide new segment disclosure requirements for entities with a single reportable segment. The Company will adopt ASU 2023-07 for its financial statements starting with the fiscal year ended December 31, 2024 and interim periods within the fiscal year ended December 31, 2025, and it will be applied retrospectively to all periods presented. Management has substantially completed its evaluation of this standard, which only impacts the disclosures, and does not expect the adoption to have a material impact on the Company's results of operations or financial condition. Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09") In December 2023, the FASB issued ASU 2023-09 to enhance disclosures about income taxes. The amendments in this ASU require a public entity to disclose in tabular format, using both percentages and reporting currency amounts, specific categories in the rate reconciliation and to provide additional information for reconciling items that meet a quantitative threshold. The amendments in this ASU also require taxes paid (net of refunds received) to be disaggregated by federal, state and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. For public business entities, the provisions of ASU 2023-09 are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. Management is currently evaluating the requirements under this new standard. SEC Climate Disclosure In March 2024, the SEC issued final rules requiring registrants to include comprehensive climate-related disclosures in annual reports and registration statements. As adopted, the final rules require large accelerated filers to make their first climate-related disclosures for fiscal years beginning in 2025. However, in April 2024, the SEC issued an order voluntarily staying the effectiveness of the new rules pending the completion of judicial review of certain legal challenges to their validity. Management is currently evaluating these rules as adopted while monitoring the status of the related litigation and the SEC’s stay. |
Restructuring, Asset Impairment
Restructuring, Asset Impairments and Other Charges, Net | 9 Months Ended |
Sep. 27, 2024 | |
Restructuring Charges [Abstract] | |
Restructuring, Asset Impairments and Other Charges, Net | Note 4: Restructuring, Asset Impairments and Other Charges, Net Details of restructuring, asset impairments and other charges, net are as follows (in millions): Restructuring Asset Impairments Other Charges (2) Total Quarter ended September 27, 2024 2024 Business Realignment $ 17.6 $ — $ 10.7 $ 28.3 Other (0.9) — 1.7 0.8 Total $ 16.7 $ — $ 12.4 $ 29.1 Restructuring Asset Impairments (1) Other Charges Total Nine months ended September 27, 2024 2024 Business Realignment $ 70.1 $ 15.7 $ 13.8 $ 99.6 Other 0.3 — 3.1 3.4 Total $ 70.4 $ 15.7 $ 16.9 $ 103.0 (1) Asset impairment charges primarily related to property, plant and equipment. (2) Other charges primarily related to equipment movement costs and accelerated amortization of ROU assets for certain leases. A summary of changes in the accrued restructuring balance was as follows (in millions): As of As of December 31, 2023 Charges Usage September 27, 2024 Accrued restructuring $ 17.9 $ 70.4 $ (17.8) $ 70.5 2024 Business Realignment During the second quarter of 2024, to further align with the "Fab Right" manufacturing strategy and consolidate its global footprint, the Company announced a restructuring plan that impacted approximately 1,300 employees. Approximately 1,100 employees were notified of their employment termination and around 200 additional employees were relocated to another onsemi site. The Company continues to evaluate employee positions and locations for potential operating improvements and efficiencies. In connection with the actions announced during the second quarter, the Company expects to incur severance costs, related benefit expenses and other ancillary charges totaling approximately $72 million, of which approximately $70 million was recognized during the nine months ended September 27, 2024. Certain of the employees notified of their employment termination are required to render future service beyond a minimum retention period in order to receive severance benefits, and the related expense will be recognized ratably over the respective service periods, substantially all of which is expected to be recognized during the remainder of 2024. |
Balance Sheet Information and O
Balance Sheet Information and Other Supplemental Disclosures | 9 Months Ended |
Sep. 27, 2024 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Information and Other Supplemental Disclosures | Note 5: Balance Sheet Information and Other Supplemental Disclosures Goodwill 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 fair value of a reporting unit below its carrying value. As a result of the segment reorganization during the first quarter of 2024 discussed in Note 2: ''Segments and Revenue,'' management performed a goodwill impairment analysis on the divisions (which were the reporting units) prior to and after the reorganization and did not identify an impairment. In connection with the reorganization, the Company changed its reporting units structure, which resulted in the reallocation of $25.9 million of goodwill, presented on a prospective basis, from PSG to AMG based on the relative fair values of the businesses transferred. The following table summarizes goodwill by operating and reportable segments (in millions): As of September 27, 2024 December 31, 2023 Goodwill Accumulated Impairment Losses Reallocation Carrying Value Goodwill Accumulated Impairment Losses Carrying Value Operating and Reportable Segments: PSG $ 708.0 $ (31.9) $ (25.9) $ 650.2 $ 708.0 $ (31.9) $ 676.1 AMG 1,536.4 (748.9) 25.9 813.4 1,536.4 (748.9) 787.5 ISG 124.3 — — 124.3 114.0 — 114.0 Total $ 2,368.7 $ (780.8) $ — $ 1,587.9 $ 2,358.4 $ (780.8) $ 1,577.6 The change in the goodwill balance from December 31, 2023 to September 27, 2024 is as follows (in millions): Net balance as of December 31, 2023 $ 1,577.6 Addition due to business acquisition 10.3 Net balance as of September 27, 2024 $ 1,587.9 There was an immaterial business acquisition within the ISG segment during the quarter ended September 27, 2024. Inventories Details of inventories included in the Consolidated Balance Sheets were as follows (in millions): As of September 27, 2024 December 31, 2023 Inventories: Raw materials $ 400.8 $ 469.3 Work in process 1,383.6 1,221.1 Finished goods 458.4 421.4 Total $ 2,242.8 $ 2,111.8 Defined Benefit Plans The Company recognizes the aggregate amount of all over-funded plans as assets and the aggregate amount of all underfunded plans as liabilities in its financial statements. As of September 27, 2024, the net assets for the over-funded plans totaled $17.1 million. The total accrued pension liability for underfunded plans was $69.0 million, of which the current portion of $1.4 million was classified as accrued expenses and other current liabilities. As of December 31, 2023, the net funded status for all the plans was a liability of $50.8 million, of which the current portion of $1.4 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 Nine Months Ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 Service cost $ 1.2 $ 1.2 $ 3.7 $ 3.6 Interest cost 1.4 1.6 4.2 4.8 Expected return on plan assets (1.2) (1.2) (3.6) (3.6) Total $ 1.4 $ 1.6 $ 4.3 $ 4.8 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 Nine Months Ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 Operating lease $ 13.5 $ 11.9 $ 41.1 $ 36.2 Variable lease 1.3 1.2 4.0 4.0 Short-term lease 2.4 0.3 3.2 1.5 Total $ 17.2 $ 13.4 $ 48.3 $ 41.7 The operating lease liabilities and operating ROU assets recognized in the Consolidated Balance Sheets were as follows (in millions): As of September 27, 2024 December 31, 2023 Operating lease liabilities included in: Accrued expenses and other current liabilities $ 28.9 $ 33.0 Other long-term liabilities 250.7 231.0 Total $ 279.6 $ 264.0 Operating ROU assets included in: Other assets $ 257.6 $ 247.3 As of September 27, 2024, the weighted-average remaining lease-terms were 10.4 years and 17.3 years, and the weighted-average discount rates were 5.2% and 5.7%, for operating leases and financing leases, respectively. Supplemental Disclosure of Cash Flow Information Certain of the cash and non-cash activities were as follows (in millions): Nine Months Ended September 27, 2024 September 29, 2023 Non-cash investing activities: Capital expenditures in accounts payable and other long-term liabilities $ 200.7 $ 426.3 Operating ROU assets obtained in exchange for lease liabilities 46.8 15.8 Cash paid for: Interest expense $ 53.5 $ 65.2 Income taxes 294.1 327.4 Operating lease payments in operating cash flows 39.5 34.1 The following table shows a reconciliation of the captions in the Consolidated Balance Sheets to the Consolidated Statements of Cash Flows (in millions): As of September 27, 2024 December 31, 2023 September 29, 2023 December 31, 2022 Consolidated Balance Sheets: Cash and cash equivalents $ 2,470.2 $ 2,483.0 $ 2,679.2 $ 2,919.0 Restricted cash (included in other current assets) 2.2 2.0 11.6 14.0 Cash, cash equivalents and restricted cash in Consolidated Statements of Cash Flows $ 2,472.4 $ 2,485.0 $ 2,690.8 $ 2,933.0 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 27, 2024 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 6: Long-Term Debt Long-term debt consisted of the following (in millions, with annualized interest rates): As of September 27, 2024 December 31, 2023 Revolving Credit Facility due 2028, interest payable monthly at 6.60% and 6.71% $ 375.0 $ 375.0 0.50% Notes due 2029 (1) 1,500.0 1,500.0 0% Notes due 2027 804.9 804.9 3.875% Notes due 2028 (2) 700.0 700.0 Gross long-term debt, including current maturities 3,379.9 3,379.9 Less: Debt discount (3) (3.5) (4.2) Less: Debt issuance costs (4) (32.8) (39.1) Net long-term debt, including current maturities 3,343.6 3,336.6 Less: Current maturities (796.4) (794.0) Net long-term debt $ 2,547.2 $ 2,542.6 (1) Interest is payable on March 1 and September 1 of each year at 0.50% annually. (2) Interest is payable on March 1 and September 1 of each year at 3.875% annually. (3) Debt discount of $3.5 million and $4.2 million for the 3.875% Notes as of September 27, 2024 and December 31, 2023, respectively. (4) Debt issuance costs of $23.1 million and $26.8 million for the 0.50% Notes, $8.5 million and $10.9 million for the 0% Notes and $1.2 million and $1.4 million for the 3.875% Notes, in each case as of September 27, 2024 and December 31, 2023, respectively. Expected maturities of gross long-term debt (including current portion - see section below on 0% Notes) as of September 27, 2024 were as follows (in millions): Period Expected Maturities Remainder of 2024 $ 804.9 2025 — 2026 — 2027 — 2028 1,075.0 Thereafter 1,500.0 Total $ 3,379.9 The Company was in compliance with its covenants under all debt agreements as of September 27, 2024, and expects to remain in compliance with all covenants over at least the next 12 months . 0% Notes Pursuant to the indenture governing the 0% Notes, as of September 27, 2024, the $796.4 million remaining outstanding principal amount of the 0% Notes, net of unamortized issuance costs, was classified as a current portion of long-term debt since the last reported sale price of the Company’s common stock for at least 20 trading days during the period of 30 consecutive trading days ending on September 27, 2024 was greater than or equal to $68.86 (130% of the conversion price) on each applicable trading day. This condition gives holders the right to surrender any portion of their 0% Notes (in minimum denominations of $1,000 in principal amount or an integral multiple thereof) for conversion during the calendar quarter ending December 31, 2024, and only during such calendar quarter. |
Earnings Per Share and Equity
Earnings Per Share and Equity | 9 Months Ended |
Sep. 27, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share and Equity | Note 7: Earnings Per Share and Equity Earnings Per Share Net income per share of common stock for calculating basic and diluted earnings per share was calculated as follows (in millions, except per share data): Quarters Ended Nine Months Ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 Net income for basic earnings per share of common stock $ 401.7 $ 582.7 $ 1,192.9 $ 1,621.0 Add: Interest on 1.625% Notes — 0.4 — 1.2 Net income for diluted earnings per share of common stock $ 401.7 $ 583.1 $ 1,192.9 $ 1,622.2 Basic weighted-average shares of common stock outstanding 427.0 431.2 428.1 431.6 Dilutive effect of share-based awards 0.6 1.3 0.6 1.2 Dilutive effect of convertible notes and warrants 4.1 18.2 5.1 16.5 Diluted weighted-average shares of common stock outstanding 431.7 450.7 433.8 449.3 Net income per share of common stock attributable to ON Semiconductor Corporation: Basic $ 0.94 $ 1.35 $ 2.79 $ 3.76 Diluted $ 0.93 $ 1.29 $ 2.75 $ 3.61 Basic income per share of common stock is computed by dividing net income for basic earnings 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 treasury stock method has been applied to calculate the number of incremental shares from the assumed issuance of shares relating to RSUs. The excluded number of anti-dilutive share-based awards was 0.2 million and zero for the quarters ended September 27, 2024 and September 29, 2023, respectively, and 0.6 million and 0.1 million for the nine months ended September 27, 2024 and September 29, 2023, respectively. The dilutive impacts related to the 0.50% Notes and 0% Notes have been calculated using the if-converted method for the quarters and nine months ended September 27, 2024 and September 29, 2023. The 0.50% Notes and the 0% Notes are repayable in cash up to the par value and in cash or shares of common stock for the excess over par value. Prior to conversion, the convertible note hedges are not considered for purposes of the earnings per share calculations, as their effect would be anti-dilutive. Upon conversion, the convertible note hedges are expected to offset the dilutive effect of the 0.50% Notes and 0% Notes when the stock price is above $103.87 and $52.97 per share, respectively. The dilutive impact of the warrants issued concurrently with the issuance of the 0.50% Notes and 0% Notes with exercise prices of $156.78 and $74.34, respectively, has been included in the calculation of diluted weighted-average common shares outstanding, if applicable. Warrants Settlement At the time of issuance of the 1.625% Notes, the Company sold warrants to bank counterparties whereby the holders of the warrants had the option to purchase the equivalent number of shares of the Company’s common stock at a price of $30.70 per share from the Company beginning on January 16, 2024. The bank counterparties exercised 6.7 million warrants during the first quarter of 2024, and the Company settled them by issuing 4.0 million shares of common stock on a net-share basis based on the average stock price on the day of exercise, for which no cash was exchanged. All outstanding warrants related to the 1.625% Notes were settled entirely during the quarter ended March 29, 2024. Equity Share Repurchase Program Under the share repurchase program announced on February 6, 2023 (the "Share Repurchase Program"), the Company may repurchase up to $3.0 billion (exclusive of fees, commissions and other expenses) of the Company's common stock through December 31, 2025. Activity under the Share Repurchase Program during the quarters and nine months ended September 27, 2024 and September 29, 2023, respectively, was as follows (in millions, except per share data) : Quarters Ended Nine Months Ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 Number of repurchased shares (1) 2.8 1.1 6.1 3.1 Aggregate purchase price $ 200.0 $ 100.0 $ 450.0 $ 264.0 Fees, commissions and excise tax 0.4 0.8 0.4 1.2 Total $ 200.4 $ 100.8 $ 450.4 $ 265.2 Weighted-average purchase price per share (2) $ 72.24 $ 94.48 $ 73.43 $ 85.84 (1) None of these shares had been reissued or retired as of September 27, 2024, but may be reissued later. (2) Exclusive of fees, commissions or other expenses. As of September 27, 2024, the authorized amount remaining under the Share Repurchase Program was approximately $2.0 billion. Shares for Restricted Stock Units Tax Withholding The amounts remitted for employee withholding taxes during the quarter and nine months ended September 27, 2024 was $3.0 million and $48.1 million, respectively, for which the Company withheld an immaterial an immaterial number of shares and approximately 0.6 million shares of common stock, respectively, that were underlying the RSUs that vested. The amounts remitted for employee withholding taxes during the quarter and nine months ended September 29, 2023 were $5.2 million and $62.6 million, respectively, for which the Company withheld approximately 0.1 million and 0.8 million shares of common stock, respectively, that were underlying the RSUs that vested. This tax withholding activity is separate from the Share Repurchase Program. Non-Controlling Interest in Leshan-Phoenix Semiconductor Company Limited (“Leshan”) |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 27, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Note 8: Share-Based Compensation Total share-based compensation expense related to the RSUs, stock grant awards and the ESPP was recorded within the Consolidated Statements of Operations and Comprehensive Income as follows (in millions): Quarters Ended Nine Months Ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 Cost of revenue $ 6.2 $ 4.8 $ 18.1 $ 13.4 Research and development 6.1 5.3 18.2 15.0 Selling and marketing 4.8 4.7 15.4 13.8 General and administrative 15.6 16.3 46.3 48.2 Share-based compensation expense 32.7 31.1 98.0 90.4 Income tax benefit (6.9) (6.5) (20.6) (19.0) Share-based compensation expense, net of tax $ 25.8 $ 24.6 $ 77.4 $ 71.4 As of September 27, 2024, the total unrecognized expected share-based compensation expense, net of estimated forfeitures, related to non-vested RSUs with service, performance and market conditions was $174.3 million , which is expected to be recognized over a weighted-average period of 1.8 years . Upon vesting of RSUs or stock grant awards or completion of a purchase under the ESPP, new shares of common stock are issued. The annualized pre-vesting forfeiture rate for RSUs was estimated to be 8% for each of the quarters and nine months ended September 27, 2024 and September 29, 2023. Shares Available As of September 27, 2024 and December 31, 2023, there was an aggregate o f 33.7 million and 37.1 million s hares of common stock, respectively, available for grant under the Amended and Restated SIP. Restricted Stock Units RSUs generally vest ratably over three years for awards with service conditions and over two Number of Shares Weighted-Average Grant Date Fair Value Per Share Non-vested RSUs at December 31, 2023 3.2 $ 69.39 Granted 2.2 77.72 Achieved 0.3 61.20 Released (1.8) 63.36 Forfeited (0.3) 72.74 Non-vested RSUs at September 27, 2024 3.6 76.37 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 27, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9: Commitments and Contingencies Environmental Contingencies The Company has encountered and dealt with a number of environmental issues over time relating to the various locations where it conducts its operations and has incurred certain costs related to clean-up activities and environmental remediation efforts. In certain instances, the Company has been indemnified for such costs, often from third parties who were the prior owners of such facilities. Any costs to the Company in connection with such environmental matters have generally not been, and based on the information available, are not expected to be material. 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 arrangements and/or customs guarantees. The Revolving Credit Facility includes $25.0 million available for the issuance of letters of credit, of which $0.9 million was outstanding as of September 27, 2024, which reduced the borrowing capacity under such facility. As of September 27, 2024, the Company also had outstanding guarantees and letters of credit outside of its Revolving Credit Facility totaling $6.6 million. As part of obtaining financing in the ordinary course of business, the Company issued guarantees related to certain of its subsidiaries, which totaled $0.9 million as of September 27, 2024. 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 The Company is a party to a variety of agreements entered into in the ordinary course of business, including acquisition agreements, pursuant to which it may be obligated to indemnify the other parties for certain liabilities that arise out of or relate to the subject matter of the agreements. Some of the agreements entered into by the Company require it to indemnify the other party against losses due to IP infringement, property damage (including environmental contamination), personal injury, failure to comply with applicable laws, the Company’s negligence or willful misconduct or breach of representations and warranties and covenants related to such matters as title to sold assets. In the case of certain acquisition agreements, these agreements may require us to maintain such indemnification provisions for the acquiree’s directors, officers and other employees and agents, in certain cases for a number of years following the acquisition. While the Company’s future obligations under certain agreements may contain limitations on liability for indemnification, other agreements do not contain such limitations and under such agreements it is not possible to predict the maximum potential amount of future payments due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under any of these indemnities have not had a material effect on the Company’s business, financial condition, results of operations or cash flows. Additionally, the Company does not believe that any amounts that it may be required to pay under these indemnities in the future will be material to the Company’s business, financial position, results of operations, or cash flows. Legal Matters The Company is currently involved in a variety of legal matters that arise in the ordinary course of business. Based on information currently available, 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. However, the litigation process is inherently uncertain, and the Company cannot guarantee that the outcome of any litigation matter will be favorable to the Company. Securities Class Action And Derivative Litigation Concerning the Company's SiC Business On December 13, 2023, a putative class action captioned Hubacek v. On Semiconductor Corp., et al., Case No. 1:23-cv-01429 (D. Del.), was filed by an alleged stockholder of the Company in the U.S. District Court for the District of Delaware against the Company and certain of its officers. This action was transferred to the U.S. District Court for the District of Arizona in March of 2024. The initial complaint asserted claims for alleged violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The initial complaint alleged that the defendants made misleading statements regarding the Company's SiC business. An amended complaint was filed on May 31, 2024. The amended complaint again asserts claims for alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The plaintiff seeks a ruling that this case may proceed as a class action, and seeks damages, attorneys’ fees and costs. The Company filed a motion to dismiss the amended complaint on July 30, 2024. Upon reviewing the Company’s motion to dismiss the amended complaint, plaintiff deemed it necessary to further amend their complaint. On September 6, 2024, plaintiff filed their second amended complaint. The Company filed a motion to dismiss this second amended complaint on October 10, 2024. Additional written briefing on the motion to dismiss the second amended complaint is expected to be completed by December 20, 2024. The Company believes that it has strong legal defenses to the claims asserted, and will vigorously defend it. On January 3, 2024, a purported stockholder derivative action captioned Silva v. El-Khoury, et al., Case No. 1:24-cv-00007 (D. Del.), was filed by a purported stockholder of the Company in the U.S. District Court for the District of Delaware. On February 12, 2024, a purported stockholder derivative action captioned Smalley et al. v. El-Khoury et al. Case No. 1:24-cv-00183 (D. Del.), was filed by a purported stockholder of the Company in the U.S. District Court for the District of Delaware. Both aforementioned derivative actions, Silva and Smalley, were voluntarily dismissed without prejudice on April 15, 2024. On February 28, 2024, a purported stockholder derivative action captioned Mumme et al. v. El-Khoury et al. Case No. CV2024-003974 (D. AZ.), was filed by a purported stockholder of the Company in the Superior Court of the State of Arizona in and for the County of Maricopa and on March 15, 2024, a purported stockholder derivative action captioned Chan et al. v. Abe et al. Case No. 2:24-cv-00552 (D. AZ.), was filed by a purported stockholder of the Company in the U.S. District Court for the District of Arizona. The allegations in these derivative complaints are substantially similar to the allegations in the securities class action complaint discussed above. The derivative suits purport to assert claims (1) on behalf of the Company against certain of its officers for contribution under the federal securities laws and (2) against all of the defendants for breach of fiduciary duty, aiding and abetting, unjust enrichment, abuse of control, gross mismanagement, and waste. The plaintiffs seek an award of damages, pre-judgment interest, punitive damages, attorneys’ fees, and other costs and expenses related to the litigation. The Company believes that the plaintiffs lack standing to assert claims on the Company’s behalf. These two pending derivative actions, Mumme and Chan, were stayed by court order, pending the resolution of Hubacek v. On Semiconductor Corp. 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, and/or request other remedies. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 27, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10: Fair Value Measurements Fair Value of Financial Instruments The following tier level hierarchy is used to determine fair values of the financial instruments: • Level 1: based on observable inputs that reflect quoted prices for identical assets or liabilities in active markets. • Level 2: based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly. • Level 3: based on the use of unobservable inputs for the assets and liabilities and other types of analyses. The carrying values of cash and cash equivalents, which include money market funds and demand and time deposits, approximate fair value because of the short-term maturity of these instruments. The carrying amounts of other current assets and liabilities, such as accounts receivable and accounts payable, approximate fair value due to the short-term maturity of the amounts, and such amounts are considered Level 2 in the fair value hierarchy. The Company held $300.0 million of short-term investments in time deposits and an insignificant amount of cash equivalents in the form of time deposits and money market funds as of September 27, 2024. The Company held an insignificant amount of investments in money market funds and no cash equivalents in the form of demand deposits or time deposits or investments in other assets as of December 31, 2023. Money market funds and demand deposits are classified as Level 1 while time deposits are classified as Level 2 within the fair value hierarchy. Fair Value of Long-Term Debt, including Current Portion The carrying amounts and fair values of the long-term borrowings were as follows (in millions): As of September 27, 2024 December 31, 2023 Carrying Fair Value Carrying Fair Value Long-term debt, including current portion (1) 0% Notes $ 796.4 $ 1,203.3 $ 794.0 $ 1,334.4 0.50% Notes 1,476.9 1,529.8 1,473.1 1,596.6 3.875% Notes 695.3 669.2 694.4 652.0 Revolving Credit Facility 375.0 390.1 375.0 390.6 (1) Carrying amounts shown are net of debt discount, if applicable, and debt issuance costs. Fair values of the 0% Notes, 0.50% Notes and 3.875% Notes were estimated based on market prices in active markets (Level 1), and the Revolving Credit Facility was estimated based on discounting the remaining principal and interest payments using current market rates for similar debt (Level 2). |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 27, 2024 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | Note 11: Financial Instruments Foreign Currencies As a multinational business, the Company engages in transactions that 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. The Company is exposed to credit-related losses if counterparties to hedge contracts fail to perform their obligations. As of September 27, 2024 and December 31, 2023, the Company had net outstanding foreign exchange contracts with notional amounts of $286.6 million and $262.2 million, respectively. Such contracts were obtained through financial institutions and were scheduled to mature within one month from the time of purchase. Management believes that these financial instruments should not subject the Company to increased risks from foreign exchange movements because gains and losses on these contracts should offset losses and gains on the underlying assets, liabilities and transactions to which they are related. The following summarizes the Company’s net foreign exchange positions in U.S. Dollars (in millions): As of September 27, 2024 December 31, 2023 Buy (Sell) Notional Amount Buy (Sell) Notional Amount Japanese Yen $ 34.7 $ 34.7 $ 55.2 $ 55.2 Philippine Peso 47.2 47.2 47.3 47.3 Czech Koruna 22.1 22.1 16.8 16.8 Euro 80.9 80.9 64.6 64.6 Korean Won (37.9) 37.9 (14.3) 14.3 Other Currencies - Buy 54.9 54.9 54.4 54.4 Other Currencies - Sell (8.9) 8.9 (9.6) 9.6 $ 193.0 $ 286.6 $ 214.4 $ 262.2 Amounts receivable or payable under the contracts were not material as of September 27, 2024 or December 31, 2023. During the quarters ended September 27, 2024 and September 29, 2023, net of the impact of the hedge positions, the realized and unrealized foreign currency transactions totaled a loss of $5.5 million and a gain of $1.5 million, respectively. During the nine months ended September 27, 2024 and September 29, 2023, net of the impact of the hedge positions, the realized and unrealized foreign currency transactions totaled a loss of $3.9 million and $1.2 million, respectively. The realized and unrealized foreign currency transactions are included in other income (expense) in the Consolidated Statements of Operations and Comprehensive Income. Cash Flow Hedges Foreign currency risk The Company's foreign currency forward contracts generally mature within 12 months and are designated as cash flow hedges for accounting purposes. As of September 27, 2024, the notional value of outstanding foreign currency forward contracts designated as cash flow hedges was $158.6 million, with a fair value of $2.8 million recorded as other current assets. A loss of $1.4 million and $7.7 million was recognized as a component of cost of revenue for the quarter and nine months ended September 27, 2024, respectively. The Company did not identify any ineffectiveness with respect to the notional amounts of the foreign currency forward contracts effective as of September 27, 2024. Other As of September 27, 2024, the Company had no outstanding commodity derivatives, currency swaps, options or equity investments held at subsidiaries or affiliated companies. 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 its hedge counterparties fail to perform their obligations. As of September 27, 2024, the counterparties to the Company's hedge contracts were held at financial institutions which the Company believes to be highly rated, and no credit-related losses are anticipated. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 27, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12: Income Taxes The Company recognizes interest and penalties accrued related to uncertain tax positions in tax expense in the Consolidated Statements of Operations and Comprehensive Income. The Company recognized approximately $3.0 million and $2.0 million of net interest and penalties accrued as of September 27, 2024 and December 31, 2023, respectively. It is reasonably possible that the Company's unrecognized tax benefits will be reduced by $3.8 million in the next 12 months due to expiration of the applicable statute of limitations. The Company maintains a partial valuation allowance on its U.S. state deferred tax assets and a valuation allowance on foreign net operating losses and tax credits that primarily expire in 2025. Tax years prior to 2021 are generally not subject to examination by the IRS. For state tax returns, the Company is generally not subject to income tax examinations for tax years prior to 2019. With respect to jurisdictions outside the United States, the Company is generally not subject to examination for tax years prior to 2014. |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 27, 2024 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Loss | Note 13: Changes in Accumulated Other Comprehensive Loss Amounts comprising accumulated other comprehensive loss and reclassifications were as follows (in millions): Currency Translation Adjustments Effects of Cash Flow Hedges Total Balance as of December 31, 2023 $ (52.5) $ 7.3 $ (45.2) Other comprehensive income (loss) prior to reclassifications (0.7) 13.4 12.7 Amounts reclassified from accumulated other comprehensive loss — (16.6) (16.6) Net current period other comprehensive loss (1) (0.7) (3.2) (3.9) Balance as of September 27, 2024 $ (53.2) $ 4.1 $ (49.1) (1) Effects of cash flow hedges were net of tax impact of $0.4 million for the nine months ended September 27, 2024. Amounts reclassified from accumulated other comprehensive loss to the specific caption within Consolidated Statements of Operations and Comprehensive Income were as follows (in millions): Quarters Ended Nine Months Ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 To caption Cash flow hedges $ (1.4) $ — $ (7.7) $ (0.8) Cost of revenue Interest rate swaps — (2.9) — (10.9) Interest expense Interest rate swaps terminations (3.0) — (8.9) (6.9) Other income Total reclassifications $ (4.4) $ (2.9) $ (16.6) $ (18.6) |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Pay vs Performance Disclosure | ||||
Net income attributable to ON Semiconductor Corporation | $ 401.7 | $ 582.7 | $ 1,192.9 | $ 1,621 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 27, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Background and Basis of Prese_2
Background and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 27, 2024 | |
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) calculation of future payouts for customer incentives and amounts subject to allowances and returns; (ii) valuation and obsolescence relating to inventories; (iii) measurement of valuation allowances against deferred tax assets and evaluations of uncertain tax positions; (iv) testing for impairment of long-lived assets and goodwill; and (v) assumptions used in business combinations. Actual results may differ from the estimates and assumptions used in the consolidated financial statements. |
Recent Accounting Pronouncements | Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07") In November 2023, the FASB issued ASU 2023-07 to enhance disclosures about significant segment expenses. The amendments in this ASU require a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The amendments in this ASU also clarify circumstances in which an entity can disclose multiple segment measures of profit or loss and provide new segment disclosure requirements for entities with a single reportable segment. The Company will adopt ASU 2023-07 for its financial statements starting with the fiscal year ended December 31, 2024 and interim periods within the fiscal year ended December 31, 2025, and it will be applied retrospectively to all periods presented. Management has substantially completed its evaluation of this standard, which only impacts the disclosures, and does not expect the adoption to have a material impact on the Company's results of operations or financial condition. Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09") In December 2023, the FASB issued ASU 2023-09 to enhance disclosures about income taxes. The amendments in this ASU require a public entity to disclose in tabular format, using both percentages and reporting currency amounts, specific categories in the rate reconciliation and to provide additional information for reconciling items that meet a quantitative threshold. The amendments in this ASU also require taxes paid (net of refunds received) to be disaggregated by federal, state and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. For public business entities, the provisions of ASU 2023-09 are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. Management is currently evaluating the requirements under this new standard. SEC Climate Disclosure In March 2024, the SEC issued final rules requiring registrants to include comprehensive climate-related disclosures in annual reports and registration statements. As adopted, the final rules require large accelerated filers to make their first climate-related disclosures for fiscal years beginning in 2025. However, in April 2024, the SEC issued an order voluntarily staying the effectiveness of the new rules pending the completion of judicial review of certain legal challenges to their validity. Management is currently evaluating these rules as adopted while monitoring the status of the related litigation and the SEC’s stay. |
Segments and Revenue (Tables)
Segments and Revenue (Tables) | 9 Months Ended |
Sep. 27, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Revenues and Gross Profit From Reportable Segments | Revenue and gross profit for the operating and reportable segments were as follows (in millions): PSG (1) AMG (1) ISG Total For the quarter ended September 27, 2024: Revenue from external customers $ 829.4 $ 653.7 $ 278.8 $ 1,761.9 Gross profit $ 344.9 $ 325.3 $ 129.2 $ 799.4 For the quarter ended September 29, 2023: Revenue from external customers $ 1,076.5 $ 775.7 $ 328.6 $ 2,180.8 Gross profit $ 513.5 $ 361.1 $ 156.1 $ 1,030.7 For the nine months ended September 27, 2024: Revenue from external customers $ 2,538.8 $ 1,998.5 $ 822.5 $ 5,359.8 Gross profit $ 1,059.1 $ 986.0 $ 391.9 $ 2,437.0 For the nine months ended September 29, 2023: Revenue from external customers $ 2,914.8 $ 2,312.3 $ 1,007.8 $ 6,234.9 Gross profit $ 1,377.9 $ 1,075.3 $ 488.4 $ 2,941.6 (1) During the first quarter of 2024, the Company reorganized certain reporting units and its segment reporting structure. As a result of the reorganization of divisions within PSG and AMG, the prior-period amounts have been reclassified to conform to current-period presentation. |
Schedule of Disaggregation of Revenue | Revenue for the operating and reportable segments disaggregated into geographic locations based on sales billed from the respective country and sales channel was as follows (in millions): Quarter Ended September 27, 2024 PSG AMG ISG Total Geographic Location: Hong Kong $ 215.6 $ 186.6 $ 64.7 $ 466.9 Singapore 276.3 146.0 27.2 449.5 United Kingdom 178.8 117.3 99.7 395.8 United States 89.5 147.3 45.1 281.9 Other 69.2 56.5 42.1 167.8 Total $ 829.4 $ 653.7 $ 278.8 $ 1,761.9 Sales Channel: Distributors $ 539.3 $ 370.3 $ 86.5 $ 996.1 Direct customers 290.1 283.4 192.3 765.8 Total $ 829.4 $ 653.7 $ 278.8 $ 1,761.9 Nine Months Ended September 27, 2024 PSG AMG ISG Total Geographic Location: Hong Kong $ 649.2 $ 498.5 $ 178.1 $ 1,325.8 Singapore 689.7 493.0 90.3 1,273.0 United Kingdom 569.1 373.8 310.7 1,253.6 United States 442.5 452.4 130.8 1,025.7 Other 188.3 180.8 112.6 481.7 Total $ 2,538.8 $ 1,998.5 $ 822.5 $ 5,359.8 Sales Channel: Distributors $ 1,504.9 $ 1,062.3 $ 289.9 $ 2,857.1 Direct customers 1,033.9 936.2 532.6 2,502.7 Total $ 2,538.8 $ 1,998.5 $ 822.5 $ 5,359.8 Quarter Ended September 29, 2023 PSG (1) AMG (1) ISG Total Geographic Location: Hong Kong $ 311.8 $ 197.8 $ 72.3 $ 581.9 Singapore 304.0 153.6 49.2 506.8 United Kingdom 211.8 157.1 95.3 464.2 United States 182.8 178.3 63.4 424.5 Other 66.1 88.9 48.4 203.4 Total $ 1,076.5 $ 775.7 $ 328.6 $ 2,180.8 Sales Channel: Distributors $ 605.5 $ 394.4 $ 138.0 $ 1,137.9 Direct customers 471.0 381.3 190.6 1,042.9 Total $ 1,076.5 $ 775.7 $ 328.6 $ 2,180.8 Nine Months Ended September 29, 2023 PSG (1) AMG (1) ISG Total Geographic Location: Hong Kong $ 836.2 $ 570.3 $ 196.0 $ 1,602.5 Singapore 851.7 468.0 157.1 1,476.8 United Kingdom 571.4 487.3 268.1 1,326.8 United States 451.6 501.6 241.3 1,194.5 Other 203.9 285.1 145.3 634.3 Total $ 2,914.8 $ 2,312.3 $ 1,007.8 $ 6,234.9 Sales Channel: Distributors $ 1,710.3 $ 1,116.7 $ 477.8 $ 3,304.8 Direct customers 1,204.5 1,195.6 530.0 2,930.1 Total $ 2,914.8 $ 2,312.3 $ 1,007.8 $ 6,234.9 (1) During the first quarter of 2024, the Company reorganized certain reporting units and its segment reporting structure. As a result of the reorganization of divisions within PSG and AMG, the prior-period amounts have been reclassified to conform to current-period presentation. Revenue disaggregated by end-markets and product technologies was as follows (in millions): Quarters Ended Nine Months Ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 End-Markets: Automotive $ 951.2 $ 1,157.8 $ 2,875.3 $ 3,205.6 Industrial 439.9 615.8 1,384.0 1,781.3 Other* 370.8 407.2 1,100.5 1,248.0 Total $ 1,761.9 $ 2,180.8 $ 5,359.8 $ 6,234.9 * Other primarily includes the end-markets of computing, consumer, networking and communications. Product Technologies: Intelligent Power $ 914.5 $ 1,154.8 $ 2,765.9 $ 3,146.3 Intelligent Sensing 344.0 406.3 1,017.7 1,234.8 Other 503.4 619.7 1,576.2 1,853.8 Total $ 1,761.9 $ 2,180.8 $ 5,359.8 $ 6,234.9 |
Schedule of Property, Plant and Equipment by Geographic Location | Property, plant and equipment, net by geographic location, is summarized below (in millions): As of September 27, 2024 December 31, 2023 South Korea $ 1,433.6 $ 1,360.8 United States 1,407.2 1,456.5 Czech Republic 587.7 559.7 China 237.6 252.2 Philippines 226.0 252.9 Malaysia 187.9 199.3 Vietnam 153.6 164.3 Other 150.1 155.8 Total $ 4,383.7 $ 4,401.5 |
Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable | Contract assets and contract liabilities were as follows (in millions): As of September 27, 2024 December 31, 2023 Contract assets included in: Other current assets $ 150.1 $ 83.1 Other assets — 12.0 Total $ 150.1 $ 95.1 Contract liabilities included in: Other current liabilities $ 111.4 $ 87.6 Other long-term liabilities 161.7 216.6 Total $ 273.1 $ 304.2 |
Restructuring, Asset Impairme_2
Restructuring, Asset Impairments and Other Charges, Net (Tables) | 9 Months Ended |
Sep. 27, 2024 | |
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 Other Charges (2) Total Quarter ended September 27, 2024 2024 Business Realignment $ 17.6 $ — $ 10.7 $ 28.3 Other (0.9) — 1.7 0.8 Total $ 16.7 $ — $ 12.4 $ 29.1 Restructuring Asset Impairments (1) Other Charges Total Nine months ended September 27, 2024 2024 Business Realignment $ 70.1 $ 15.7 $ 13.8 $ 99.6 Other 0.3 — 3.1 3.4 Total $ 70.4 $ 15.7 $ 16.9 $ 103.0 (1) Asset impairment charges primarily related to property, plant and equipment. (2) Other charges primarily related to equipment movement costs and accelerated amortization of ROU assets for certain leases. |
Schedule of Changes in Accrued Restructuring Reserve | A summary of changes in the accrued restructuring balance was as follows (in millions): As of As of December 31, 2023 Charges Usage September 27, 2024 Accrued restructuring $ 17.9 $ 70.4 $ (17.8) $ 70.5 |
Balance Sheet Information and_2
Balance Sheet Information and Other Supplemental Disclosures (Tables) | 9 Months Ended |
Sep. 27, 2024 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Goodwill | The following table summarizes goodwill by operating and reportable segments (in millions): As of September 27, 2024 December 31, 2023 Goodwill Accumulated Impairment Losses Reallocation Carrying Value Goodwill Accumulated Impairment Losses Carrying Value Operating and Reportable Segments: PSG $ 708.0 $ (31.9) $ (25.9) $ 650.2 $ 708.0 $ (31.9) $ 676.1 AMG 1,536.4 (748.9) 25.9 813.4 1,536.4 (748.9) 787.5 ISG 124.3 — — 124.3 114.0 — 114.0 Total $ 2,368.7 $ (780.8) $ — $ 1,587.9 $ 2,358.4 $ (780.8) $ 1,577.6 The change in the goodwill balance from December 31, 2023 to September 27, 2024 is as follows (in millions): Net balance as of December 31, 2023 $ 1,577.6 Addition due to business acquisition 10.3 Net balance as of September 27, 2024 $ 1,587.9 |
Schedule of Inventories | Details of inventories included in the Consolidated Balance Sheets were as follows (in millions): As of September 27, 2024 December 31, 2023 Inventories: Raw materials $ 400.8 $ 469.3 Work in process 1,383.6 1,221.1 Finished goods 458.4 421.4 Total $ 2,242.8 $ 2,111.8 |
Schedule of Net Periodic Pension Expense | The components of the net periodic pension expense were as follows (in millions): Quarters Ended Nine Months Ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 Service cost $ 1.2 $ 1.2 $ 3.7 $ 3.6 Interest cost 1.4 1.6 4.2 4.8 Expected return on plan assets (1.2) (1.2) (3.6) (3.6) Total $ 1.4 $ 1.6 $ 4.3 $ 4.8 |
Schedule of Components of Lease Expense | The components of lease expense were as follows (in millions): Quarters Ended Nine Months Ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 Operating lease $ 13.5 $ 11.9 $ 41.1 $ 36.2 Variable lease 1.3 1.2 4.0 4.0 Short-term lease 2.4 0.3 3.2 1.5 Total $ 17.2 $ 13.4 $ 48.3 $ 41.7 The operating lease liabilities and operating ROU assets recognized in the Consolidated Balance Sheets were as follows (in millions): As of September 27, 2024 December 31, 2023 Operating lease liabilities included in: Accrued expenses and other current liabilities $ 28.9 $ 33.0 Other long-term liabilities 250.7 231.0 Total $ 279.6 $ 264.0 Operating ROU assets included in: Other assets $ 257.6 $ 247.3 |
Schedule of Cash and Non-Cash Activities | Certain of the cash and non-cash activities were as follows (in millions): Nine Months Ended September 27, 2024 September 29, 2023 Non-cash investing activities: Capital expenditures in accounts payable and other long-term liabilities $ 200.7 $ 426.3 Operating ROU assets obtained in exchange for lease liabilities 46.8 15.8 Cash paid for: Interest expense $ 53.5 $ 65.2 Income taxes 294.1 327.4 Operating lease payments in operating cash flows 39.5 34.1 |
Schedule of Cash and Cash Equivalents | The following table shows a reconciliation of the captions in the Consolidated Balance Sheets to the Consolidated Statements of Cash Flows (in millions): As of September 27, 2024 December 31, 2023 September 29, 2023 December 31, 2022 Consolidated Balance Sheets: Cash and cash equivalents $ 2,470.2 $ 2,483.0 $ 2,679.2 $ 2,919.0 Restricted cash (included in other current assets) 2.2 2.0 11.6 14.0 Cash, cash equivalents and restricted cash in Consolidated Statements of Cash Flows $ 2,472.4 $ 2,485.0 $ 2,690.8 $ 2,933.0 |
Schedule of Restrictions on Cash and Cash Equivalents | The following table shows a reconciliation of the captions in the Consolidated Balance Sheets to the Consolidated Statements of Cash Flows (in millions): As of September 27, 2024 December 31, 2023 September 29, 2023 December 31, 2022 Consolidated Balance Sheets: Cash and cash equivalents $ 2,470.2 $ 2,483.0 $ 2,679.2 $ 2,919.0 Restricted cash (included in other current assets) 2.2 2.0 11.6 14.0 Cash, cash equivalents and restricted cash in Consolidated Statements of Cash Flows $ 2,472.4 $ 2,485.0 $ 2,690.8 $ 2,933.0 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 27, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt consisted of the following (in millions, with annualized interest rates): As of September 27, 2024 December 31, 2023 Revolving Credit Facility due 2028, interest payable monthly at 6.60% and 6.71% $ 375.0 $ 375.0 0.50% Notes due 2029 (1) 1,500.0 1,500.0 0% Notes due 2027 804.9 804.9 3.875% Notes due 2028 (2) 700.0 700.0 Gross long-term debt, including current maturities 3,379.9 3,379.9 Less: Debt discount (3) (3.5) (4.2) Less: Debt issuance costs (4) (32.8) (39.1) Net long-term debt, including current maturities 3,343.6 3,336.6 Less: Current maturities (796.4) (794.0) Net long-term debt $ 2,547.2 $ 2,542.6 (1) Interest is payable on March 1 and September 1 of each year at 0.50% annually. (2) Interest is payable on March 1 and September 1 of each year at 3.875% annually. (3) Debt discount of $3.5 million and $4.2 million for the 3.875% Notes as of September 27, 2024 and December 31, 2023, respectively. (4) Debt issuance costs of $23.1 million and $26.8 million for the 0.50% Notes, $8.5 million and $10.9 million for the 0% Notes and $1.2 million and $1.4 million for the 3.875% Notes, in each case as of September 27, 2024 and December 31, 2023, respectively. |
Schedule of Annual Maturities Relating To Long-Term Debt | Expected maturities of gross long-term debt (including current portion - see section below on 0% Notes) as of September 27, 2024 were as follows (in millions): Period Expected Maturities Remainder of 2024 $ 804.9 2025 — 2026 — 2027 — 2028 1,075.0 Thereafter 1,500.0 Total $ 3,379.9 |
Earnings Per Share and Equity (
Earnings Per Share and Equity (Tables) | 9 Months Ended |
Sep. 27, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | Net income per share of common stock for calculating basic and diluted earnings per share was calculated as follows (in millions, except per share data): Quarters Ended Nine Months Ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 Net income for basic earnings per share of common stock $ 401.7 $ 582.7 $ 1,192.9 $ 1,621.0 Add: Interest on 1.625% Notes — 0.4 — 1.2 Net income for diluted earnings per share of common stock $ 401.7 $ 583.1 $ 1,192.9 $ 1,622.2 Basic weighted-average shares of common stock outstanding 427.0 431.2 428.1 431.6 Dilutive effect of share-based awards 0.6 1.3 0.6 1.2 Dilutive effect of convertible notes and warrants 4.1 18.2 5.1 16.5 Diluted weighted-average shares of common stock outstanding 431.7 450.7 433.8 449.3 Net income per share of common stock attributable to ON Semiconductor Corporation: Basic $ 0.94 $ 1.35 $ 2.79 $ 3.76 Diluted $ 0.93 $ 1.29 $ 2.75 $ 3.61 |
Schedule of Share Repurchase Program | Activity under the Share Repurchase Program during the quarters and nine months ended September 27, 2024 and September 29, 2023, respectively, was as follows (in millions, except per share data) : Quarters Ended Nine Months Ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 Number of repurchased shares (1) 2.8 1.1 6.1 3.1 Aggregate purchase price $ 200.0 $ 100.0 $ 450.0 $ 264.0 Fees, commissions and excise tax 0.4 0.8 0.4 1.2 Total $ 200.4 $ 100.8 $ 450.4 $ 265.2 Weighted-average purchase price per share (2) $ 72.24 $ 94.48 $ 73.43 $ 85.84 (1) None of these shares had been reissued or retired as of September 27, 2024, but may be reissued later. (2) Exclusive of fees, commissions or other expenses. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 27, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule Of Share-Based Compensation Expense | Total share-based compensation expense related to the RSUs, stock grant awards and the ESPP was recorded within the Consolidated Statements of Operations and Comprehensive Income as follows (in millions): Quarters Ended Nine Months Ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 Cost of revenue $ 6.2 $ 4.8 $ 18.1 $ 13.4 Research and development 6.1 5.3 18.2 15.0 Selling and marketing 4.8 4.7 15.4 13.8 General and administrative 15.6 16.3 46.3 48.2 Share-based compensation expense 32.7 31.1 98.0 90.4 Income tax benefit (6.9) (6.5) (20.6) (19.0) Share-based compensation expense, net of tax $ 25.8 $ 24.6 $ 77.4 $ 71.4 |
Schedule Of Restricted Stock Units Transactions | A summary of the RSU transactions for the nine months ended September 27, 2024 was 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, 2023 3.2 $ 69.39 Granted 2.2 77.72 Achieved 0.3 61.20 Released (1.8) 63.36 Forfeited (0.3) 72.74 Non-vested RSUs at September 27, 2024 3.6 76.37 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 27, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, by Balance Sheet Grouping | The carrying amounts and fair values of the long-term borrowings were as follows (in millions): As of September 27, 2024 December 31, 2023 Carrying Fair Value Carrying Fair Value Long-term debt, including current portion (1) 0% Notes $ 796.4 $ 1,203.3 $ 794.0 $ 1,334.4 0.50% Notes 1,476.9 1,529.8 1,473.1 1,596.6 3.875% Notes 695.3 669.2 694.4 652.0 Revolving Credit Facility 375.0 390.1 375.0 390.6 (1) Carrying amounts shown are net of debt discount, if applicable, and debt issuance costs. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 27, 2024 | |
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 September 27, 2024 December 31, 2023 Buy (Sell) Notional Amount Buy (Sell) Notional Amount Japanese Yen $ 34.7 $ 34.7 $ 55.2 $ 55.2 Philippine Peso 47.2 47.2 47.3 47.3 Czech Koruna 22.1 22.1 16.8 16.8 Euro 80.9 80.9 64.6 64.6 Korean Won (37.9) 37.9 (14.3) 14.3 Other Currencies - Buy 54.9 54.9 54.4 54.4 Other Currencies - Sell (8.9) 8.9 (9.6) 9.6 $ 193.0 $ 286.6 $ 214.4 $ 262.2 |
Changes in Accumulated Other _2
Changes in Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 27, 2024 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | Amounts comprising accumulated other comprehensive loss and reclassifications were as follows (in millions): Currency Translation Adjustments Effects of Cash Flow Hedges Total Balance as of December 31, 2023 $ (52.5) $ 7.3 $ (45.2) Other comprehensive income (loss) prior to reclassifications (0.7) 13.4 12.7 Amounts reclassified from accumulated other comprehensive loss — (16.6) (16.6) Net current period other comprehensive loss (1) (0.7) (3.2) (3.9) Balance as of September 27, 2024 $ (53.2) $ 4.1 $ (49.1) (1) Effects of cash flow hedges were net of tax impact of $0.4 million for the nine months ended September 27, 2024. |
Schedule of Reclassifications from Accumulated Other Comprehensive Loss | Amounts reclassified from accumulated other comprehensive loss to the specific caption within Consolidated Statements of Operations and Comprehensive Income were as follows (in millions): Quarters Ended Nine Months Ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 To caption Cash flow hedges $ (1.4) $ — $ (7.7) $ (0.8) Cost of revenue Interest rate swaps — (2.9) — (10.9) Interest expense Interest rate swaps terminations (3.0) — (8.9) (6.9) Other income Total reclassifications $ (4.4) $ (2.9) $ (16.6) $ (18.6) |
Background and Basis of Prese_3
Background and Basis of Presentation (Details) - segment | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Number of operating segments | 3 | |||
Number of reportable segments | 3 | |||
Fiscal period duration | 91 days | 91 days | 271 days | 272 days |
Segments and Revenue - Narrativ
Segments and Revenue - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 27, 2024 USD ($) | Sep. 29, 2023 USD ($) | Sep. 27, 2024 USD ($) segment | Sep. 29, 2023 USD ($) | Dec. 31, 2023 | |
Segment Reporting Information [Line Items] | |||||
Number of operating segments | segment | 3 | ||||
Number of reportable segments | segment | 3 | ||||
Revenue, remaining performance obligation, amount (excluding one year or less) | $ | $ 13,700 | $ 13,700 | |||
Revenue, remaining performance obligation, expected timing of satisfaction, current period (or less) | 1 year | ||||
Revenue remaining performance obligation, percentage (one year or less) | 31% | 31% | |||
LTSA, non-cancellable capacity payments, maturity term | 30 days | ||||
Revenue recognized from contract liabilities | $ | $ 42 | $ 30.1 | $ 77.4 | $ 61.7 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-09-28 | |||||
Segment Reporting Information [Line Items] | |||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months | 12 months | |||
Product Sales | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||||
Segment Reporting Information [Line Items] | |||||
Revenue recognized as a percentage of total revenue | 99% | 99% | 98% | 98% | |
Manufacturing Services And Product Development Agreements | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||||
Segment Reporting Information [Line Items] | |||||
Revenue recognized as a percentage of total revenue | 1% | 1% | 2% | 2% | |
One Customer | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||||
Segment Reporting Information [Line Items] | |||||
Revenue recognized as a percentage of total revenue | 12% | 11% | 11% | 10% | |
One Customer | Accounts Receivable | Customer Concentration Risk | |||||
Segment Reporting Information [Line Items] | |||||
Revenue recognized as a percentage of total revenue | 10% | 10% |
Segments and Revenue - Schedule
Segments and Revenue - Schedule of Revenues and Gross Profit From Reportable Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Segment Reporting Information [Line Items] | ||||
Revenue from external customers | $ 1,761.9 | $ 2,180.8 | $ 5,359.8 | $ 6,234.9 |
Gross profit | 799.4 | 1,030.7 | 2,437 | 2,941.6 |
PSG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from external customers | 829.4 | 1,076.5 | 2,538.8 | 2,914.8 |
Gross profit | 344.9 | 513.5 | 1,059.1 | 1,377.9 |
AMG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from external customers | 653.7 | 775.7 | 1,998.5 | 2,312.3 |
Gross profit | 325.3 | 361.1 | 986 | 1,075.3 |
ISG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from external customers | 278.8 | 328.6 | 822.5 | 1,007.8 |
Gross profit | $ 129.2 | $ 156.1 | $ 391.9 | $ 488.4 |
Segments and Revenue - Schedu_2
Segments and Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 1,761.9 | $ 2,180.8 | $ 5,359.8 | $ 6,234.9 |
Distributors | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 996.1 | 1,137.9 | 2,857.1 | 3,304.8 |
Direct customers | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 765.8 | 1,042.9 | 2,502.7 | 2,930.1 |
PSG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 829.4 | 1,076.5 | 2,538.8 | 2,914.8 |
PSG | Distributors | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 539.3 | 605.5 | 1,504.9 | 1,710.3 |
PSG | Direct customers | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 290.1 | 471 | 1,033.9 | 1,204.5 |
AMG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 653.7 | 775.7 | 1,998.5 | 2,312.3 |
AMG | Distributors | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 370.3 | 394.4 | 1,062.3 | 1,116.7 |
AMG | Direct customers | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 283.4 | 381.3 | 936.2 | 1,195.6 |
ISG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 278.8 | 328.6 | 822.5 | 1,007.8 |
ISG | Distributors | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 86.5 | 138 | 289.9 | 477.8 |
ISG | Direct customers | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 192.3 | 190.6 | 532.6 | 530 |
Hong Kong | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 466.9 | 581.9 | 1,325.8 | 1,602.5 |
Hong Kong | PSG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 215.6 | 311.8 | 649.2 | 836.2 |
Hong Kong | AMG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 186.6 | 197.8 | 498.5 | 570.3 |
Hong Kong | ISG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 64.7 | 72.3 | 178.1 | 196 |
Singapore | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 449.5 | 506.8 | 1,273 | 1,476.8 |
Singapore | PSG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 276.3 | 304 | 689.7 | 851.7 |
Singapore | AMG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 146 | 153.6 | 493 | 468 |
Singapore | ISG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 27.2 | 49.2 | 90.3 | 157.1 |
United Kingdom | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 395.8 | 464.2 | 1,253.6 | 1,326.8 |
United Kingdom | PSG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 178.8 | 211.8 | 569.1 | 571.4 |
United Kingdom | AMG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 117.3 | 157.1 | 373.8 | 487.3 |
United Kingdom | ISG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 99.7 | 95.3 | 310.7 | 268.1 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 281.9 | 424.5 | 1,025.7 | 1,194.5 |
United States | PSG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 89.5 | 182.8 | 442.5 | 451.6 |
United States | AMG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 147.3 | 178.3 | 452.4 | 501.6 |
United States | ISG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 45.1 | 63.4 | 130.8 | 241.3 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 167.8 | 203.4 | 481.7 | 634.3 |
Other | PSG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 69.2 | 66.1 | 188.3 | 203.9 |
Other | AMG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 56.5 | 88.9 | 180.8 | 285.1 |
Other | ISG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 42.1 | $ 48.4 | $ 112.6 | $ 145.3 |
Segments and Revenue - Schedu_3
Segments and Revenue - Schedule of Property, Plant and Equipment by Geographic Location (Details) - USD ($) $ in Millions | Sep. 27, 2024 | Dec. 31, 2023 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | $ 4,383.7 | $ 4,401.5 |
South Korea | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 1,433.6 | 1,360.8 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 1,407.2 | 1,456.5 |
Czech Republic | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 587.7 | 559.7 |
China | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 237.6 | 252.2 |
Philippines | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 226 | 252.9 |
Malaysia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 187.9 | 199.3 |
Vietnam | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 153.6 | 164.3 |
Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | $ 150.1 | $ 155.8 |
Segments and Revenue - Schedu_4
Segments and Revenue - Schedule of Revenue Disaggregated into End-Markets And Product Technologies (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 1,761.9 | $ 2,180.8 | $ 5,359.8 | $ 6,234.9 |
Automotive | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 951.2 | 1,157.8 | 2,875.3 | 3,205.6 |
Industrial | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 439.9 | 615.8 | 1,384 | 1,781.3 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 370.8 | 407.2 | 1,100.5 | 1,248 |
Intelligent Power | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 914.5 | 1,154.8 | 2,765.9 | 3,146.3 |
Intelligent Sensing | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 344 | 406.3 | 1,017.7 | 1,234.8 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 503.4 | $ 619.7 | $ 1,576.2 | $ 1,853.8 |
Segments and Revenue - Schedu_5
Segments and Revenue - Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable (Details) - USD ($) $ in Millions | Sep. 27, 2024 | Dec. 31, 2023 |
Contract assets included in: | ||
Other current assets | $ 150.1 | $ 83.1 |
Other assets | 0 | 12 |
Total | 150.1 | 95.1 |
Contract liabilities included in: | ||
Other current liabilities | 111.4 | 87.6 |
Other long-term liabilities | 161.7 | 216.6 |
Total | $ 273.1 | $ 304.2 |
Restructuring, Asset Impairme_3
Restructuring, Asset Impairments and Other Charges, Net - Schedule of Activity Included in Restructuring, Asset Impairments, and Other, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | $ 16.7 | $ 70.4 | ||
Asset Impairments | 0 | 15.7 | ||
Other Charges | 12.4 | 16.9 | ||
Total | 29.1 | $ 9.4 | 103 | $ 63.5 |
2024 Business Realignment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 17.6 | 70.1 | ||
Asset Impairments | 0 | 15.7 | ||
Other Charges | 10.7 | 13.8 | ||
Total | 28.3 | 99.6 | ||
Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | (0.9) | 0.3 | ||
Asset Impairments | 0 | 0 | ||
Other Charges | 1.7 | 3.1 | ||
Total | $ 0.8 | $ 3.4 |
Restructuring, Asset Impairme_4
Restructuring, Asset Impairments and Other Charges, Net - Schedule of Changes in Accrued Restructuring Reserve (Details) - Accrued restructuring $ in Millions | 9 Months Ended |
Sep. 27, 2024 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance at beginning of period | $ 17.9 |
Charges | 70.4 |
Usage | (17.8) |
Balance at end of period | $ 70.5 |
Restructuring, Asset Impairme_5
Restructuring, Asset Impairments and Other Charges, Net - Narrative (Details) - 2024 Business Realignment $ in Millions | 9 Months Ended |
Sep. 27, 2024 USD ($) employee | |
Restructuring Cost and Reserve [Line Items] | |
Number of employees | employee | 1,300 |
Number of employees notified of termination | employee | 1,100 |
Number of positions reassigned or relocated | employee | 200 |
Expected restructuring cost | $ | $ 72 |
Charges recognized | $ | $ 70 |
Number of positions eliminated | employee | 500 |
Payments for restructuring | $ | $ 7 |
Restructuring reserve | $ | $ 63 |
Balance Sheet Information and_3
Balance Sheet Information and Other Supplemental Disclosures - Narrative (Details) - USD ($) $ in Millions | Sep. 27, 2024 | Dec. 31, 2023 |
Goodwill [Line Items] | ||
Goodwill, amount reallocated among segments | $ 0 | |
Net assets for overfunded plans | 17.1 | |
Accrued pension liability | 69 | $ 50.8 |
Current portion accrued pension liability | $ 1.4 | $ 1.4 |
Operating lease weighted average remaining lease term | 10 years 4 months 24 days | |
Finance lease weighted average remaining lease term | 17 years 3 months 18 days | |
Operating lease weighted average discount rate percent | 5.20% | |
Finance lease weighted average discount rate percent | 5.70% | |
AMG | ||
Goodwill [Line Items] | ||
Goodwill, amount reallocated among segments | $ 25.9 |
Balance Sheet Information and_4
Balance Sheet Information and Other Supplemental Disclosures - Schedule of Goodwill by Segments (Details) - USD ($) $ in Millions | Sep. 27, 2024 | Dec. 31, 2023 |
Goodwill [Line Items] | ||
Goodwill | $ 2,368.7 | $ 2,358.4 |
Accumulated Impairment Losses | (780.8) | (780.8) |
Reallocation | 0 | |
Carrying Value | 1,587.9 | 1,577.6 |
PSG | ||
Goodwill [Line Items] | ||
Goodwill | 708 | 708 |
Accumulated Impairment Losses | (31.9) | (31.9) |
Reallocation | (25.9) | |
Carrying Value | 650.2 | 676.1 |
AMG | ||
Goodwill [Line Items] | ||
Goodwill | 1,536.4 | 1,536.4 |
Accumulated Impairment Losses | (748.9) | (748.9) |
Reallocation | 25.9 | |
Carrying Value | 813.4 | 787.5 |
ISG | ||
Goodwill [Line Items] | ||
Goodwill | 124.3 | 114 |
Accumulated Impairment Losses | 0 | 0 |
Reallocation | 0 | |
Carrying Value | $ 124.3 | $ 114 |
Balance Sheet Information and_5
Balance Sheet Information and Other Supplemental Disclosures - Schedule of Goodwill Balance (Details) $ in Millions | 9 Months Ended |
Sep. 27, 2024 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 1,577.6 |
Addition due to business acquisition | 10.3 |
Ending balance | $ 1,587.9 |
Balance Sheet Information and_6
Balance Sheet Information and Other Supplemental Disclosures - Schedule of Inventories (Details) - USD ($) $ in Millions | Sep. 27, 2024 | Dec. 31, 2023 |
Inventories: | ||
Raw materials | $ 400.8 | $ 469.3 |
Work in process | 1,383.6 | 1,221.1 |
Finished goods | 458.4 | 421.4 |
Total | $ 2,242.8 | $ 2,111.8 |
Balance Sheet Information and_7
Balance Sheet Information and Other Supplemental Disclosures - Schedule of Net Periodic Pension Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Balance Sheet Related Disclosures [Abstract] | ||||
Service cost | $ 1.2 | $ 1.2 | $ 3.7 | $ 3.6 |
Interest cost | 1.4 | 1.6 | 4.2 | 4.8 |
Expected return on plan assets | (1.2) | (1.2) | (3.6) | (3.6) |
Total | $ 1.4 | $ 1.6 | $ 4.3 | $ 4.8 |
Balance Sheet Information and_8
Balance Sheet Information and Other Supplemental Disclosures - Schedule of Components of Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | Dec. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |||||
Operating lease | $ 13.5 | $ 11.9 | $ 41.1 | $ 36.2 | |
Variable lease | 1.3 | 1.2 | 4 | 4 | |
Short-term lease | 2.4 | 0.3 | 3.2 | 1.5 | |
Total | 17.2 | $ 13.4 | 48.3 | $ 41.7 | |
Operating lease liabilities included in: | |||||
Accrued expenses and other current liabilities | $ 28.9 | $ 28.9 | $ 33 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Liabilities, Current | Accrued Liabilities, Current | Accrued Liabilities, Current | ||
Other long-term liabilities | $ 250.7 | $ 250.7 | $ 231 | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities | Other long-term liabilities | Other long-term liabilities | ||
Total | $ 279.6 | $ 279.6 | $ 264 | ||
Operating ROU assets included in: | |||||
Other assets | $ 257.6 | $ 257.6 | $ 247.3 | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets | Other assets |
Balance Sheet Information and_9
Balance Sheet Information and Other Supplemental Disclosures - Schedule of Cash and Non-Cash Activities (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 27, 2024 | Sep. 29, 2023 | |
Non-cash investing activities: | ||
Capital expenditures in accounts payable and other long-term liabilities | $ 200.7 | $ 426.3 |
Operating ROU assets obtained in exchange for lease liabilities | 46.8 | 15.8 |
Cash paid for: | ||
Interest expense | 53.5 | 65.2 |
Income taxes | 294.1 | 327.4 |
Operating lease payments in operating cash flows | $ 39.5 | $ 34.1 |
Balance Sheet Information an_10
Balance Sheet Information and Other Supplemental Disclosures - Schedule of Restrictions on Cash and Cash Equivalents and Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Sep. 27, 2024 | Dec. 31, 2023 | Sep. 29, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||||
Cash and cash equivalents | $ 2,470.2 | $ 2,483 | $ 2,679.2 | $ 2,919 |
Restricted cash (included in other current assets) | 2.2 | 2 | 11.6 | 14 |
Cash, cash equivalents and restricted cash in Consolidated Statements of Cash Flows | $ 2,472.4 | $ 2,485 | $ 2,690.8 | $ 2,933 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Millions | Sep. 27, 2024 | Dec. 31, 2023 | Sep. 29, 2023 |
Debt Instrument [Line Items] | |||
Gross long-term debt, including current maturities | $ 3,379.9 | $ 3,379.9 | |
Less: Debt discount | (3.5) | (4.2) | |
Less: Debt issuance costs | (32.8) | (39.1) | |
Net long-term debt, including current maturities | 3,343.6 | 3,336.6 | |
Less: Current maturities | (796.4) | (794) | |
Net long-term debt | 2,547.2 | 2,542.6 | |
New Credit Agreement | |||
Debt Instrument [Line Items] | |||
Gross long-term debt, including current maturities | $ 375 | $ 375 | |
Debt instrument, interest rate | 6.60% | 6.71% | |
Convertible Debt | 0.50% Notes | |||
Debt Instrument [Line Items] | |||
Gross long-term debt, including current maturities | $ 1,500 | $ 1,500 | |
Less: Debt issuance costs | $ (23.1) | $ (26.8) | |
Debt instrument, interest rate | 0.50% | 0.50% | 0.50% |
Convertible Debt | 0% Notes | |||
Debt Instrument [Line Items] | |||
Gross long-term debt, including current maturities | $ 804.9 | $ 804.9 | |
Less: Debt issuance costs | (8.5) | $ (10.9) | |
Less: Current maturities | $ (796.4) | ||
Debt instrument, interest rate | 0% | 0% | 0% |
Notes Payable | 3.875% Notes | |||
Debt Instrument [Line Items] | |||
Gross long-term debt, including current maturities | $ 700 | $ 700 | |
Less: Debt discount | (3.5) | (4.2) | |
Less: Debt issuance costs | $ (1.2) | $ (1.4) | |
Debt instrument, interest rate | 3.875% | 3.875% |
Long-Term Debt - Schedule of An
Long-Term Debt - Schedule of Annual Maturities Relating To Long-Term Debt (Details) $ in Millions | Sep. 27, 2024 USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
Remainder of 2024 | $ 804.9 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
2028 | 1,075 |
Thereafter | 1,500 |
Total | $ 3,379.9 |
Long-Term Debt - 0% Notes due 2
Long-Term Debt - 0% Notes due 2027 (Details) $ / shares in Units, $ in Millions | 9 Months Ended | ||
Sep. 27, 2024 USD ($) day $ / shares | Dec. 31, 2023 USD ($) | Sep. 29, 2023 | |
Debt Instrument [Line Items] | |||
Current portion of long-term debt | $ | $ 796.4 | $ 794 | |
0% Notes | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 0% | 0% | 0% |
Current portion of long-term debt | $ | $ 796.4 | ||
Threshold trading days | day | 20 | ||
Threshold consecutive trading days | day | 30 | ||
Stock price trigger (in dollars per share) | $ / shares | $ 68.86 | ||
Threshold percentage of stock price trigger (greater than or equal to) | 130% |
Earnings Per Share and Equity -
Earnings Per Share and Equity - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net income for basic earnings per share of common stock | $ 401.7 | $ 582.7 | $ 1,192.9 | $ 1,621 |
Add: Interest on 1.625% Notes | 0 | 0.4 | 0 | 1.2 |
Net income for diluted earnings per share of common stock | $ 401.7 | $ 583.1 | $ 1,192.9 | $ 1,622.2 |
Basic weighted-average shares of common stock outstanding (in shares) | 427 | 431.2 | 428.1 | 431.6 |
Dilutive effect of share-based awards (in shares) | 0.6 | 1.3 | 0.6 | 1.2 |
Dilutive effect of convertible notes and warrants (in shares) | 4.1 | 18.2 | 5.1 | 16.5 |
Diluted weighted-average shares of common stock outstanding (in shares) | 431.7 | 450.7 | 433.8 | 449.3 |
Net income per share of common stock attributable to ON Semiconductor Corporation: | ||||
Basic (in dollars per share) | $ 0.94 | $ 1.35 | $ 2.79 | $ 3.76 |
Diluted (in dollars per share) | $ 0.93 | $ 1.29 | $ 2.75 | $ 3.61 |
1.625% Notes | Convertible Debt | ||||
Net income per share of common stock attributable to ON Semiconductor Corporation: | ||||
Debt instrument, interest rate | 1.625% | 1.625% | 1.625% | 1.625% |
Earnings Per Share and Equity_2
Earnings Per Share and Equity - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 27, 2024 | Mar. 29, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | Dec. 31, 2023 | Feb. 06, 2023 | |
Dividends Payable [Line Items] | |||||||
Anti-dilutive shares (in shares) | 0.2 | 0 | 0.6 | 0.1 | |||
Payments of tax withholding for restricted shares, before adjustments | $ 3 | $ 5.2 | $ 48.1 | $ 62.6 | |||
Common stock withheld underlying restricted stock units (in shares) | 0 | 0.1 | 0.6 | 0.8 | |||
Non-controlling interest | $ 19.9 | $ 19.9 | $ 18 | ||||
Non-controlling interest share of earnings | 1.9 | ||||||
Share Repurchase Program | |||||||
Dividends Payable [Line Items] | |||||||
Stock repurchase program, authorized amount | $ 3,000 | ||||||
Remaining authorized amount available for repurchase | $ 2,000 | $ 2,000 | |||||
Warrant Settlement | |||||||
Dividends Payable [Line Items] | |||||||
Exercise price (in dollars per share) | $ 30.70 | $ 30.70 | |||||
Warrants exercised (in shares) | 6.7 | ||||||
Shares issued for warrant settlement (in shares) | 4 | ||||||
0.50% Notes | |||||||
Dividends Payable [Line Items] | |||||||
Exercise price (in dollars per share) | $ 156.78 | $ 156.78 | |||||
0.50% Notes | Convertible Debt | |||||||
Dividends Payable [Line Items] | |||||||
Debt instrument, interest rate (as a percent) | 0.50% | 0.50% | 0.50% | 0.50% | 0.50% | ||
Conversion price per share (in dollars per share) | $ 103.87 | $ 103.87 | |||||
0% Notes | |||||||
Dividends Payable [Line Items] | |||||||
Exercise price (in dollars per share) | $ 74.34 | $ 74.34 | |||||
0% Notes | Convertible Debt | |||||||
Dividends Payable [Line Items] | |||||||
Debt instrument, interest rate (as a percent) | 0% | 0% | 0% | 0% | 0% | ||
Conversion price per share (in dollars per share) | $ 52.97 | $ 52.97 | |||||
1.625% Notes | Convertible Debt | |||||||
Dividends Payable [Line Items] | |||||||
Debt instrument, interest rate (as a percent) | 1.625% | 1.625% | 1.625% | 1.625% | |||
1.625% Notes | Convertible Debt | Warrant Settlement | |||||||
Dividends Payable [Line Items] | |||||||
Debt instrument, interest rate (as a percent) | 1.625% |
Earnings Per Share and Equity_3
Earnings Per Share and Equity - Schedule of Share Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Earnings Per Share [Abstract] | ||||
Number of repurchased shares (in shares) | 2,800,000 | 1,100,000 | 6,100,000 | 3,100,000 |
Aggregate purchase price | $ 200 | $ 100 | $ 450 | $ 264 |
Fees, commissions and excise tax | 0.4 | 0.8 | 0.4 | 1.2 |
Total | $ 200.4 | $ 100.8 | $ 450.4 | $ 265.2 |
Weighted-average purchase price per share (in dollars per share) | $ 72.24 | $ 94.48 | $ 73.43 | $ 85.84 |
Number of repurchased shares subsequently retired (in shares) | 0 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule Of Share-Based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 32.7 | $ 31.1 | $ 98 | $ 90.4 |
Income tax benefit | (6.9) | (6.5) | (20.6) | (19) |
Share-based compensation expense, net of tax | 25.8 | 24.6 | 77.4 | 71.4 |
Cost of revenue | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 6.2 | 4.8 | 18.1 | 13.4 |
Research and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 6.1 | 5.3 | 18.2 | 15 |
Selling and marketing | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 4.8 | 4.7 | 15.4 | 13.8 |
General and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 15.6 | $ 16.3 | $ 46.3 | $ 48.2 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | Dec. 31, 2023 | |
Amended And Restated Stock Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate of common stock available for grant (in shares) | 33.7 | 33.7 | 37.1 | ||
Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized share-based compensation expense on non-vested stock options | $ 174.3 | $ 174.3 | |||
Period for recognition (in years) | 1 year 9 months 18 days | ||||
Options pre-vesting forfeitures rate | 8% | 8% | 8% | 8% | |
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, Service, or Market Based Restricted Stock Units | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum award vesting period (in years) | 2 years | ||||
Performance, Service, or Market Based Restricted Stock Units | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum award vesting period (in years) | 5 years |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule Of Restricted Stock Units Transactions (Details) - Restricted Stock Units shares in Millions | 9 Months Ended |
Sep. 27, 2024 $ / shares shares | |
Number of Shares | |
Beginning balance (in shares) | shares | 3.2 |
Granted (in shares) | shares | 2.2 |
Achieved (in shares) | shares | 0.3 |
Released (in shares) | shares | (1.8) |
Forfeited (in shares) | shares | (0.3) |
Ending balance (in shares) | shares | 3.6 |
Weighted-Average Grant Date Fair Value Per Share | |
Beginning balance (in dollars per share) | $ / shares | $ 69.39 |
Granted (in dollars per share) | $ / shares | 77.72 |
Achieved (in dollars per share) | $ / shares | 61.20 |
Released (in dollars per share) | $ / shares | 63.36 |
Forfeited (in dollars per share) | $ / shares | 72.74 |
Ending balance (in dollars per share) | $ / shares | $ 76.37 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Sep. 27, 2024 USD ($) action |
Loss Contingencies [Line Items] | |
Outstanding guarantees and letters of credit | $ 6.6 |
Guarantees | $ 0.9 |
Number of pending derivative actions | action | 2 |
Senior Revolving Credit Facility | Letter of Credit | |
Loss Contingencies [Line Items] | |
Revolving credit facility, letters of credit | $ 25 |
Credit commitment outstanding | $ 0.9 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | Sep. 27, 2024 | Dec. 31, 2023 | Sep. 29, 2023 |
Bank Time Deposits | |||
Debt Instrument [Line Items] | |||
Short-term investments | $ 300 | ||
0% Notes | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 0% | 0% | 0% |
0.50% Notes | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 0.50% | 0.50% | 0.50% |
3.875% Notes | Notes Payable | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 3.875% | 3.875% | |
Other Assets | |||
Debt Instrument [Line Items] | |||
Amortized Cost | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value, by Balance Sheet Grouping (Details) - USD ($) $ in Millions | Sep. 27, 2024 | Dec. 31, 2023 | Sep. 29, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying Amount | $ 3,379.9 | ||
Revolving Credit Facility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying Amount | 375 | $ 375 | |
Fair Value | $ 390.1 | $ 390.6 | |
0% Notes | Convertible Debt | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt instrument, interest rate | 0% | 0% | 0% |
Carrying Amount | $ 796.4 | $ 794 | |
Fair Value | $ 1,203.3 | $ 1,334.4 | |
0.50% Notes | Convertible Debt | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt instrument, interest rate | 0.50% | 0.50% | 0.50% |
Carrying Amount | $ 1,476.9 | $ 1,473.1 | |
Fair Value | $ 1,529.8 | $ 1,596.6 | |
3.875% Notes | Notes Payable | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt instrument, interest rate | 3.875% | 3.875% | |
Carrying Amount | $ 695.3 | $ 694.4 | |
Fair Value | $ 669.2 | $ 652 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | Dec. 31, 2023 | |
Derivatives, Fair Value [Line Items] | |||||
Foreign currency transaction (loss) gain realized | $ (5.5) | $ 1.5 | $ (3.9) | $ (1.2) | |
Cash Flow Hedging | |||||
Derivatives, Fair Value [Line Items] | |||||
Loss on cash flow hedges | 1.4 | 7.7 | |||
Foreign currency exchange contracts | |||||
Derivatives, Fair Value [Line Items] | |||||
Notional Amount | 286.6 | 286.6 | $ 262.2 | ||
Foreign currency exchange contracts | Cash Flow Hedging | Designated as Hedging Instrument | |||||
Derivatives, Fair Value [Line Items] | |||||
Notional Amount | 158.6 | 158.6 | |||
Fair value of derivative assets | $ 2.8 | $ 2.8 | |||
Foreign currency exchange contracts | Maximum | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative, term of contract (in months) | 1 month |
Financial Instruments - Schedul
Financial Instruments - Schedule of Net Foreign Exchange Positions (Details) - Foreign currency exchange contracts - USD ($) $ in Millions | Sep. 27, 2024 | Dec. 31, 2023 |
Derivatives, Fair Value [Line Items] | ||
Buy (Sell) | $ 193 | $ 214.4 |
Notional Amount | 286.6 | 262.2 |
Other Currencies - Buy | ||
Derivatives, Fair Value [Line Items] | ||
Buy (Sell) | 54.9 | 54.4 |
Notional Amount | 54.9 | 54.4 |
Other Currencies - Sell | ||
Derivatives, Fair Value [Line Items] | ||
Buy (Sell) | (8.9) | (9.6) |
Notional Amount | 8.9 | 9.6 |
Japanese Yen | ||
Derivatives, Fair Value [Line Items] | ||
Buy (Sell) | 34.7 | 55.2 |
Notional Amount | 34.7 | 55.2 |
Philippine Peso | ||
Derivatives, Fair Value [Line Items] | ||
Buy (Sell) | 47.2 | 47.3 |
Notional Amount | 47.2 | 47.3 |
Czech Koruna | ||
Derivatives, Fair Value [Line Items] | ||
Buy (Sell) | 22.1 | 16.8 |
Notional Amount | 22.1 | 16.8 |
Euro | ||
Derivatives, Fair Value [Line Items] | ||
Buy (Sell) | 80.9 | 64.6 |
Notional Amount | 80.9 | 64.6 |
Korean Won | ||
Derivatives, Fair Value [Line Items] | ||
Buy (Sell) | (37.9) | (14.3) |
Notional Amount | $ 37.9 | $ 14.3 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | Sep. 27, 2024 | Dec. 31, 2023 |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits, income tax penalties and interest accrued | $ 3 | $ 2 |
Possible reduction in uncertain tax positions in next twelve months | $ 3.8 |
Changes in Accumulated Other _3
Changes in Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Balance, beginning | $ 8,358.4 | $ 7,003.6 | $ 7,800.6 | $ 6,207 |
Other comprehensive income (loss) prior to reclassifications | 12.7 | |||
Amounts reclassified from accumulated other comprehensive loss | (16.6) | |||
Other comprehensive income (loss), net of tax | 7.7 | (7.5) | (3.9) | (21.7) |
Balance, ending | 8,604 | $ 7,504 | 8,604 | $ 7,504 |
Cash flow hedge, tax | 0.4 | |||
Currency Translation Adjustments | ||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Balance, beginning | (52.5) | |||
Other comprehensive income (loss) prior to reclassifications | (0.7) | |||
Amounts reclassified from accumulated other comprehensive loss | 0 | |||
Other comprehensive income (loss), net of tax | (0.7) | |||
Balance, ending | (53.2) | (53.2) | ||
Effects of Cash Flow Hedges | ||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Balance, beginning | 7.3 | |||
Other comprehensive income (loss) prior to reclassifications | 13.4 | |||
Amounts reclassified from accumulated other comprehensive loss | (16.6) | |||
Other comprehensive income (loss), net of tax | (3.2) | |||
Balance, ending | 4.1 | 4.1 | ||
Total | ||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Balance, beginning | (45.2) | |||
Balance, ending | $ (49.1) | $ (49.1) |
Changes in Accumulated Other _4
Changes in Accumulated Other Comprehensive Loss - Schedule of Reclassifications from Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Interest rate swaps terminations | $ (3.7) | $ 1.1 | $ (0.8) | $ 4.5 |
Net income | 402.7 | 582.9 | 1,194.8 | 1,622.2 |
Interest rate swaps | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Net income | (4.4) | (2.9) | (16.6) | (18.6) |
Effects of Cash Flow Hedges | Interest rate swaps | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Cash flow hedges | (1.4) | 0 | (7.7) | (0.8) |
Interest rate swaps | 0 | (2.9) | 0 | (10.9) |
Interest rate swaps terminations | $ (3) | $ 0 | $ (8.9) | $ (6.9) |