onsemi Reports Second Quarter 2025 Results

SCOTTSDALE, Ariz., Aug. 04, 2025 (GLOBE NEWSWIRE) -- onsemi (the โ€œCompanyโ€) (Nasdaq: ON) today announced its second quarter 2025 results with the following highlights:

  • Revenue of $1,468.7 million
  • GAAP gross margin and non-GAAP gross margin of 37.6%
  • GAAP operating margin and non-GAAP operating margin of 13.2% and 17.3%, respectively
  • GAAP diluted earnings per share and non-GAAP diluted earnings per share of $0.41 and $0.53, respectively
  • Cash from operations of $184.3 million and free cash flow of $106.1 million

โ€œOur ongoing transformation is resulting in a more predictable business model, reflecting the strength of our strategy and our commitment to long-term value creation. We are beginning to see signs of stabilization across our end markets, and we remain well-positioned to benefit from a market recovery,โ€ said Hassane El-Khoury, president and CEO, onsemi. โ€œAs we execute near-term priorities, we are positioning the company for long-term growth through investments in next-generation technologies to accelerate our market leadership.โ€

Selected financial results for the quarter are shown below with comparable periods (unaudited):

ย GAAPย Non-GAAP
(Revenue and Net Income (Loss) in millions)Q2 2025Q1 2025Q2 2024ย Q2 2025Q1 2025Q2 2024
Revenue$1,468.7ย $1,445.7ย $1,735.2ย ย $1,468.7ย $1,445.7ย $1,735.2ย 
Gross Marginย 37.6%ย ย 20.3%ย ย 45.2%ย ย ย 37.6%ย ย 40.0%ย ย 45.3%ย 
Operating Marginย 13.2%ย (39.7)%ย ย 22.4%ย ย ย 17.3%ย ย 18.3%ย ย 27.5%ย 
Net Income (Loss) attributable to ON Semiconductor Corporation$170.3ย ($486.1)ย $338.2ย ย $221.3ย $231.6ย $412.1ย 
Diluted Earnings (Loss) Per Share$0.41ย ($1.15)ย $0.78ย ย $0.53ย $0.55ย $0.96ย 


Revenue Summary
(in millions)
(Unaudited)
ย 
ย Quarters Endedย ย ย 
Business SegmentQ2 2025Q1 2025Q2 2024ย Sequential
Change
Year-over-
Year Change
PSG$698.2$645.1$835.2ย 8%(16)%
AMGย 555.9ย 566.4ย 647.8ย (2)%(14)%
ISGย 214.6ย 234.2ย 252.2ย (8)%(15)%
Total$1,468.7$1,445.7$1,735.2ย 2%(15)%

THIRD QUARTER 2025 OUTLOOK

The following table outlines onsemiโ€™s projected third quarter of 2025 GAAP and non-GAAP outlook.

ย Totalย onsemi
GAAP
Special
Items **
Totalย onsemi
Non-GAAP***
Revenue$1,465 to $1,565 million-$1,465 to $1,565 million
Gross Margin36.4% to 38.4%0.1%36.5% to 38.5%
Operating Expenses$294 to $309 million$14 million$280 to $295 million
Other Income and Expense (including interest), net($8 million)-($8 million)
Diluted Earnings Per Share$0.51 to $0.61$0.03$0.54 to $0.64
Diluted Shares Outstanding *410 million-410 million


*Diluted shares outstanding can vary as a result of, among other things, the vesting of restricted stock units, the incremental dilutive shares from the convertible notes, and the repurchase or the issuance of stock or convertible notes or the sale of treasury shares. In periods when the quarterly average stock price per share exceeds $52.97 for the 0% Notes, and $103.87 for the 0.50% Notes, the non-GAAP diluted share count and non-GAAP net income per share include the anti-dilutive impact of the hedge transactions entered concurrently with the 0% Notes, and the 0.50% Notes, respectively. At an average stock price per share between $52.97 and $74.34 for the 0% Notes, and $103.87 and $156.78 for the 0.50% Notes, the hedging activity offsets the potentially dilutive effect of the 0% Notes, and the 0.50% Notes, respectively. In periods when the quarterly average stock price exceeds $74.34 for the 0% Notes, and $156.78 for the 0.50% Notes, the dilutive impact of the warrants issued concurrently with such notes is included in the diluted shares outstanding. GAAP and non-GAAP diluted share counts are based on either the previous quarter's average stock price or the stock price as of the last day of the previous quarter, whichever is higher.


**Special items may include: amortization of acquisition-related intangibles; expensing of appraised inventory fair market value step-up; restructuring-related cost of revenue charges; non-recurring facility costs; in-process research and development expenses; restructuring, asset impairments and other, net; goodwill impairment charges; gains and losses on debt prepayment; actuarial (gains) losses on pension plans and other pension benefits; and certain other special items, as necessary. These special items are out of our control and could change significantly from period to period. As a result, we are not able to reasonably estimate and separately present the individual impact or probable significance of these special items, and we are similarly unable to provide a reconciliation of the non-GAAP measures. The reconciliation that is unavailable would include a forward-looking income statement, balance sheet and statement of cash flows in accordance with GAAP.ย For this reason, we use a projected range of the aggregate amount of special items in order to calculate our projected non-GAAP operating expense outlook.


***We believe these non-GAAP measures provide important supplemental information to investors. We use these measures, together with GAAP measures, for internal managerial purposes and as a means to evaluate period-to-period comparisons. However, we do not, and you should not, rely on non-GAAP financial measures alone as measures of our performance. We believe that non-GAAP financial measures reflect an additional way of viewing aspects of our operations that, when taken together with GAAP results and the reconciliations to corresponding GAAP financial measures that we also provide in our releases, provide a more complete understanding of factors and trends affecting our business. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companiesโ€™ non-GAAP financial measures, even if they have similar names.
ย ย 

TELECONFERENCE

onsemi will host a conference call for the financial community at 9 a.m. Eastern Time (ET) on August 4, 2025 to discuss this announcement and onsemiโ€™s second quarter 2025 results. The Company will also provide a real-time audio webcast of the teleconference on the Investor Relations page of its website at http://www.onsemi.com. The webcast replay will be available at this site approximately one hour following the live broadcast and will continue to be available for approximately 30 days following the conference call. Investors and interested parties can also access the conference call by pre-registering here.

About onsemi

onsemi (Nasdaq: ON) is driving disruptive innovations to help build a better future. With a focus on automotive and industrial end-markets, the company is accelerating change in megatrends such as vehicle electrification and safety, sustainable energy grids, industrial automation, and 5G and cloud infrastructure. onsemi offers a highly differentiated and innovative product portfolio, delivering intelligent power and sensing technologies that solve the worldโ€™s most complex challenges and leads the way to creating a safer, cleaner, and smarter world. onsemi is included in the Nasdaq-100 Indexยฎ and S&P 500ยฎ index. Learn more about onsemi at www.onsemi.com.

onsemi and the onsemi logo are trademarks of Semiconductor Components Industries, LLC. All other brand and product names appearing in this document are registered trademarks or trademarks of their respective holders. Although the Company references its website in this news release, information on the website is not to be incorporated herein.

Krystal Heatonย Parag Agarwal
Director, Head of Public Relationsย Vice President - Investor Relations & Corporate Development
onsemiย onsemi
(480) 242-6943ย (602) 244-3437
Krystal.Heaton@onsemi.comย ย investor@onsemi.comย 
ย ย ย 

This document includes โ€œforward-looking statements,โ€ as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated in this document could be deemed forward-looking statements, particularly statements about the future financial performance of onsemi, including financial guidance for the third quarter of 2025. Forward-looking statements are often characterized by the use of words such as โ€œbelieves,โ€ โ€œestimates,โ€ โ€œexpects,โ€ โ€œprojects,โ€ โ€œmay,โ€ โ€œwill,โ€ โ€œintends,โ€ โ€œplans,โ€ โ€œanticipates,โ€ โ€œshouldโ€ or similar expressions or by discussions of strategy, plans or intentions. All forward-looking statements in this document are made based on our current expectations, forecasts, estimates and assumptions and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. Certain factors that could affect our future results or events are described under Part I, Item 1A โ€œRisk Factorsโ€ in the 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission (โ€œSECโ€) on February 10, 2025 (the โ€œ2024 Form 10-Kโ€) and from time to time in our other SEC reports. Readers are cautioned not to place undue reliance on forward-looking statements. We assume no obligation to update such information, which speaks only as of the date made, except as may be required by law. Investing in our securities involves a high degree of risk and uncertainty, and you should carefully consider the trends, risks and uncertainties described in this document, our 2024 Form 10-K and other reports filed with or furnished to the SEC before making any investment decision with respect to our securities. If any of these trends, risks or uncertainties actually occurs or continues, our business, financial condition or operating results could be materially adversely affected, the trading prices of our securities could decline, and you could lose all or part of your investment. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

ย 
ON SEMICONDUCTOR CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
ย 
ย Quarters Endedย Six Months Ended
ย July 4, 2025ย April 4, 2025ย June 28, 2024ย July 4, 2025ย June 28, 2024
Revenue$1,468.7ย ย $1,445.7ย ย $1,735.2ย ย $2,914.4ย ย $3,597.9ย 
Cost of revenueย 916.8ย ย ย 1,151.9ย ย ย 951.2ย ย ย 2,068.7ย ย ย 1,960.3ย 
Gross profitย 551.9ย ย ย 293.8ย ย ย 784.0ย ย ย 845.7ย ย ย 1,637.6ย 
Gross marginย 37.6%ย ย 20.3%ย ย 45.2%ย ย 29.0%ย ย 45.5%
Operating expenses:ย ย ย ย ย ย ย ย ย 
Research and developmentย 143.8ย ย ย 164.1ย ย ย 156.5ย ย ย 307.9ย ย ย 306.5ย 
Selling and marketingย 63.3ย ย ย 68.3ย ย ย 68.6ย ย ย 131.6ย ย ย 137.7ย 
General and administrativeย 91.2ย ย ย 84.4ย ย ย 85.0ย ย ย 175.6ย ย ย 180.3ย 
Amortization of acquisition-related intangible assetsย 11.0ย ย ย 11.4ย ย ย 12.9ย ย ย 22.4ย ย ย 25.5ย 
Restructuring, asset impairments and other, netย 49.2ย ย ย 539.3ย ย ย 72.5ย ย ย 588.5ย ย ย 73.9ย 
Total operating expensesย 358.5ย ย ย 867.5ย ย ย 395.5ย ย ย 1,226.0ย ย ย 723.9ย 
Operating income (loss)ย 193.4ย ย ย (573.7)ย ย 388.5ย ย ย (380.3)ย ย 913.7ย 
Other income (expense), net:ย ย ย ย ย ย ย ย ย 
Interest expenseย (17.9)ย ย (18.0)ย ย (15.7)ย ย (35.9)ย ย (31.3)
Interest incomeย 25.2ย ย ย 26.6ย ย ย 27.4ย ย ย 51.8ย ย ย 55.0ย 
Other incomeย 1.5ย ย ย 4.1ย ย ย 1.9ย ย ย 5.6ย ย ย 2.9ย 
Other income (expense), netย 8.8ย ย ย 12.7ย ย ย 13.6ย ย ย 21.5ย ย ย 26.6ย 
Income (loss) before income taxesย 202.2ย ย ย (561.0)ย ย 402.1ย ย ย (358.8)ย ย 940.3ย 
Income tax (provision) benefitย (30.5)ย ย 75.8ย ย ย (63.7)ย ย 45.3ย ย ย (148.2)
Net income (loss)ย 171.7ย ย ย (485.2)ย ย 338.4ย ย ย (313.5)ย ย 792.1ย 
Less: Net income attributable to non-controlling interestย (1.4)ย ย (0.9)ย ย (0.2)ย ย (2.3)ย ย (0.9)
Net income (loss) attributable to ON Semiconductor Corporation$170.3ย ย $(486.1)ย $338.2ย ย $(315.8)ย $791.2ย 
ย ย ย ย ย ย ย ย ย ย 
Net income (loss) per share of common stock:ย ย ย ย ย ย ย ย ย 
Basic$0.41ย ย $(1.15)ย $0.79ย ย $(0.76)ย $1.85ย 
Diluted$0.41ย ย $(1.15)ย $0.78ย ย $(0.76)ย $1.82ย 
Weighted average common shares outstanding:ย ย ย ย ย ย ย ย ย 
Basicย 414.6ย ย ย 421.3ย ย ย 429.1ย ย ย 418.0ย ย ย 428.6ย 
Dilutedย 414.9ย ย ย 421.3ย ย ย 433.2ย ย ย 418.0ย ย ย 434.9ย 
ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 


ON SEMICONDUCTOR CORPORATIONย 
UNAUDITED CONSOLIDATED BALANCE SHEETSย 
(in millions)
ย 
ย ย ย ย ย ย 
ย July 4, 2025ย April 4, 2025ย December 31, 2024
Assetsย ย ย ย ย 
Cash and cash equivalents$2,526.7ย ย $2,762.5ย ย $2,691.3ย 
Short-term investmentsย 300.0ย ย ย 250.0ย ย ย 300.0ย 
Receivables, netย 927.0ย ย ย 825.0ย ย ย 1,160.1ย 
Inventoriesย 2,087.1ย ย ย 2,078.2ย ย ย 2,242.0ย 
Assets held-for-saleย 63.5ย ย ย 45.7ย ย ย 5.3ย 
Other current assetsย 447.1ย ย ย 365.1ย ย ย 353.3ย 
Total current assetsย 6,351.4ย ย ย 6,326.5ย ย ย 6,752.0ย 
Property, plant and equipment, netย 3,714.9ย ย ย 3,840.5ย ย ย 4,361.4ย 
Goodwillย 1,641.6ย ย ย 1,641.6ย ย ย 1,587.9ย 
Intangible assets, netย 296.9ย ย ย 309.2ย ย ย 257.9ย 
Deferred tax assetsย 754.8ย ย ย 745.5ย ย ย 729.9ย 
ROU financing lease assetsย 39.3ย ย ย 39.9ย ย ย 40.5ย 
Other assetsย 327.3ย ย ย 350.7ย ย ย 360.2ย 
Total assets$13,126.2ย ย $13,253.9ย ย $14,089.8ย 
Liabilities and Stockholdersโ€™ Equityย ย ย ย ย 
Accounts payable$474.3ย ย $496.6ย ย $574.5ย 
Accrued expenses and other current liabilitiesย 790.0ย ย ย 781.3ย ย ย 760.0ย 
Current portion of financing lease liabilitiesย 0.4ย ย ย 0.4ย ย ย 0.3ย 
Total current liabilitiesย 1,264.7ย ย ย 1,278.3ย ย ย 1,334.8ย 
Long-term debtย 3,350.7ย ย ย 3,348.3ย ย ย 3,345.9ย 
Deferred tax liabilitiesย 39.9ย ย ย 45.6ย ย ย 37.6ย 
Long-term financing lease liabilitiesย 23.7ย ย ย 21.6ย ย ย 20.7ย 
Other long-term liabilitiesย 486.0ย ย ย 511.2ย ย ย 536.3ย 
Total liabilitiesย 5,165.0ย ย ย 5,205.0ย ย ย 5,275.3ย 
ON Semiconductor Corporation stockholdersโ€™ equity:ย ย ย ย ย 
Common stockย 6.2ย ย ย 6.2ย ย ย 6.2ย 
Additional paid-in capitalย 5,451.1ย ย ย 5,411.4ย ย ย 5,372.2ย 
Accumulated other comprehensive lossย (50.4)ย ย (56.5)ย ย (62.4)
Accumulated earningsย 7,805.1ย ย ย 7,634.8ย ย ย 8,120.9ย 
Less: Treasury stock, at costย (5,271.2)ย ย (4,966.0)ย ย (4,640.5)
Total ON Semiconductor Corporation stockholdersโ€™ equityย 7,940.8ย ย ย 8,029.9ย ย ย 8,796.4ย 
Non-controlling interestย 20.4ย ย ย 19.0ย ย ย 18.1ย 
Total stockholdersโ€™ equityย 7,961.2ย ย ย 8,048.9ย ย ย 8,814.5ย 
Total liabilities and stockholdersโ€™ equity$13,126.2ย ย $13,253.9ย ย $14,089.8ย 


ON SEMICONDUCTOR CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWSย 

(in millions)
ย 
ย Quarters Endedย Six Months Ended
ย July 4, 2025ย April 4, 2025ย June 28, 2024ย July 4,
2025
ย June 28,
2024
Cash flows from operating activities:ย ย ย ย ย ย ย ย ย 
Net income (loss)$171.7ย ย $(485.2)ย $338.4ย ย $(313.5)ย $792.1ย 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:ย ย ย ย ย ย ย ย ย 
Depreciation and amortizationย 156.4ย ย ย 168.2ย ย ย 159.6ย ย ย 324.6ย ย ย 314.5ย 
(Gain) loss on sale and disposal of fixed assetsย (5.8)ย ย โ€”ย ย ย 0.9ย ย ย (5.8)ย ย 1.0ย 
Amortization of debt discount and issuance costsย 2.8ย ย ย 2.9ย ย ย 2.9ย ย ย 5.7ย ย ย 5.6ย 
Share-based compensationย 34.4ย ย ย 33.9ย ย ย 32.3ย ย ย 68.3ย ย ย 65.3ย 
Non-cash asset impairment chargesย 40.6ย ย ย 431.5ย ย ย 15.7ย ย ย 472.1ย ย ย 15.7ย 
Change in deferred tax balancesย (18.5)ย ย (13.7)ย ย (27.9)ย ย (32.2)ย ย (76.5)
Otherย 2.5ย ย ย 1.8ย ย ย 3.5ย ย ย 4.3ย ย ย 5.3ย 
Changes in assets and liabilitiesย (199.8)ย ย 462.9ย ย ย (163.2)ย ย 263.1ย ย ย (262.1)
Net cash provided by operating activitiesย 184.3ย ย ย 602.3ย ย ย 362.2ย ย ย 786.6ย ย ย 860.9ย 
Cash flows from investing activities:ย ย ย ย ย ย ย ย ย 
Payments for acquisition of property, plant, and equipmentย (78.2)ย ย (147.6)ย ย (141.1)ย ย (225.8)ย ย (375.0)
Proceeds from sale of property, plant and equipmentย 6.5ย ย ย 0.2ย ย ย 0.2ย ย ย 6.7ย ย ย 0.3ย 
Purchase of short-term investmentsย (300.0)ย ย (250.0)ย ย (450.0)ย ย (550.0)ย ย (450.0)
Proceeds from the maturity of short-term investmentsย 250.0ย ย ย 300.0ย ย ย โ€”ย ย ย 550.0ย ย ย โ€”ย 
Purchase of a business, net of cash acquiredย โ€”ย ย ย (117.5)ย ย โ€”ย ย ย (117.5)ย ย โ€”ย 
Otherย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย (1.5)
Net cash used in investing activitiesย (121.7)ย ย (214.9)ย ย (590.9)ย ย (336.6)ย ย (826.2)
Cash flows from financing activities:ย ย ย ย ย ย ย ย ย 
Proceeds for the issuance of common stock under the ESPPย 5.3ย ย ย 5.3ย ย ย 5.5ย ย ย 10.6ย ย ย 13.1ย 
Payment of tax withholding for RSUsย (2.7)ย ย (22.4)ย ย (7.7)ย ย (25.1)ย ย (45.2)
Repurchase of common stockย (302.3)ย ย (300.1)ย ย (150.0)ย ย (602.4)ย ย (250.0)
Payment of finance lease obligationsย (0.4)ย ย (0.4)ย ย (0.5)ย ย (0.8)ย ย (1.4)
Net cash used in financing activitiesย (300.1)ย ย (317.6)ย ย (152.7)ย ย (617.7)ย ย (283.5)
Effect of exchange rate changes on cash, cash equivalents and restricted cashย 1.9ย ย ย 2.0ย ย ย (2.2)ย ย 3.9ย ย ย (3.1)
Net increase (decrease) in cash, cash equivalents and restricted cashย (235.6)ย ย 71.8ย ย ย (383.6)ย ย (163.8)ย ย (251.9)
Beginning cash, cash equivalents and restricted cashย 2,765.2ย ย ย 2,693.4ย ย ย 2,616.7ย ย ย 2,693.4ย ย ย 2,485.0ย 
Ending cash, cash equivalents and restricted cash$2,529.6ย ย $2,765.2ย ย $2,233.1ย ย $2,529.6ย ย $2,233.1ย 


ON SEMICONDUCTOR CORPORATION

RECONCILIATION OF GAAP VERSUS NON-GAAP DISCLOSURES

(in millions, except per share and percentage data)
ย 
ย ย ย Quarters Endedย Six Months Ended
ย ย ย July 4, 2025ย April 4, 2025ย June 28, 2024ย July 4, 2025ย June 28, 2024
Reconciliation of GAAP to non-GAAP gross profit:ย ย ย ย ย ย ย ย ย 
GAAP gross profit$551.9ย ย $293.8ย ย $784.0ย ย $845.7ย ย $1,637.6ย 
ย Special items:ย ย ย ย ย ย ย ย ย 
ย a)Restructuring-related inventory and other chargesย (1.9)ย ย 283.4ย ย ย โ€”ย ย ย 281.5ย ย ย โ€”ย 
ย b)Amortization of acquisition-related intangible assetsย 1.3ย ย ย 1.3ย ย ย 1.6ย ย ย 2.6ย ย ย 3.1ย 
ย c)Amortization of fair market value step-up of inventoryย 1.2ย ย ย โ€”ย ย ย โ€”ย ย ย 1.2ย ย ย โ€”ย 
ย ย Total special itemsย 0.6ย ย ย 284.7ย ย ย 1.6ย ย ย 285.3ย ย ย 3.1ย 
Non-GAAP gross profit$552.5ย ย $578.5ย ย $785.6ย ย $1,131.0ย ย $1,640.7ย 
Reconciliation of GAAP to non-GAAP gross margin:ย ย ย ย ย ย ย ย ย 
GAAP gross marginย 37.6%ย ย 20.3%ย ย 45.2%ย ย 29.0%ย ย 45.5%
ย Special items:ย ย ย ย ย ย ย ย ย 
ย a)Restructuring-related inventory and other charges(0.1)%ย ย 19.6%ย ย โ€”%ย ย 9.7%ย ย โ€”%
ย b)Amortization of acquisition-related intangible assetsย 0.1%ย ย 0.1%ย ย 0.1%ย ย 0.1%ย ย 0.1%
ย c)Amortization of fair market value step-up of inventoryย 0.1%ย ย โ€”%ย ย โ€”%ย ย โ€”%ย ย โ€”%
ย ย Total special itemsย 0.1%ย ย 19.7%ย ย 0.1%ย ย 9.8%ย ย 0.1%
Non-GAAP gross marginย 37.6%ย ย 40.0%ย ย 45.3%ย ย 38.8%ย ย 45.6%
Reconciliation of GAAP to non-GAAP operating expenses:ย ย ย ย ย ย ย ย ย 
GAAP operating expenses$358.5ย ย $867.5ย ย $395.5ย ย $1,226.0ย ย $723.9ย 
ย Special items:ย ย ย ย ย ย ย ย ย 
ย a)Amortization of acquisition-related intangible assetsย (11.0)ย ย (11.4)ย ย (12.9)ย ย (22.4)ย ย (25.5)
ย b)Restructuring, asset impairments and other charges, netย (49.2)ย ย (539.3)ย ย (72.5)ย ย (588.5)ย ย (73.9)
ย c)Third-party acquisition and divestiture-related costsย (0.6)ย ย (2.3)ย ย (1.7)ย ย (2.9)ย ย (1.8)
ย ย Total special itemsย (60.8)ย ย (553.0)ย ย (87.1)ย ย (613.8)ย ย (101.2)
Non-GAAP operating expenses$297.7ย ย $314.5ย ย $308.4ย ย $612.2ย ย $622.7ย 
Reconciliation of GAAP to non-GAAP operating income:ย ย ย ย ย ย ย ย ย 
GAAP operating income (loss)$193.4ย ย $(573.7)ย $388.5ย ย $(380.3)ย $913.7ย 
ย Special items:ย ย ย ย ย ย ย ย ย 
ย a)Restructuring-related inventory and other chargesย (1.9)ย ย 283.4ย ย ย โ€”ย ย ย 281.5ย ย ย โ€”ย 
ย b)Amortization of acquisition-related intangible assetsย 12.3ย ย ย 12.7ย ย ย 14.5ย ย ย 25.0ย ย ย 28.6ย 
ย c)Restructuring, asset impairments and other charges, netย 49.2ย ย ย 539.3ย ย ย 72.5ย ย ย 588.5ย ย ย 73.9ย 
ย d)Third-party acquisition and divestiture-related costsย 0.6ย ย ย 2.3ย ย ย 1.7ย ย ย 2.9ย ย ย 1.8ย 
ย e)Amortization of fair market value step-up of inventoryย 1.2ย ย ย โ€”ย ย ย โ€”ย ย ย 1.2ย ย ย โ€”ย 
ย ย Total special itemsย 61.4ย ย ย 837.7ย ย ย 88.7ย ย ย 899.1ย ย ย 104.3ย 
Non-GAAP operating income$254.8ย ย $264.0ย ย $477.2ย ย $518.8ย ย $1,018.0ย 
Reconciliation of GAAP to non-GAAP operating margin(operating income / revenue):ย ย ย ย ย ย ย ย ย 
GAAP operating marginย 13.2%ย (39.7)%ย ย 22.4%ย (13.0)%ย ย 25.4%
ย Special items:ย ย ย ย ย ย ย ย ย 
ย a)Restructuring related inventory and other charges(0.1)%ย ย 19.6%ย ย โ€”%ย ย 9.7%ย ย โ€”%
ย b)Amortization of acquisition-related intangible assetsย 0.8%ย ย 0.9%ย ย 0.8%ย ย 0.9%ย ย 0.8%
ย c)Restructuring, asset impairments and other charges, netย 3.3%ย ย 37.3%ย ย 4.2%ย ย 20.2%ย ย 2.1%
ย d)Third-party acquisition and divestiture-related costsย โ€”%ย ย 0.2%ย ย 0.1%ย ย 0.1%ย ย 0.1%
ย e)Amortization of fair market value step-up of inventoryย 0.1%ย ย โ€”%ย ย โ€”%ย ย โ€”%ย ย โ€”%
ย ย Total special itemsย 4.1%ย ย 58.0%ย ย 5.1%ย ย 30.9%ย ย 3.0%
Non-GAAP operating marginย 17.3%ย ย 18.3%ย ย 27.5%ย ย 17.8%ย ย 28.3%
Reconciliation of GAAP to non-GAAP income before income taxes:ย ย ย ย ย ย ย ย ย 
GAAP income (loss) before income taxes$202.2ย ย $(561.0)ย $402.1ย ย $(358.8)ย $940.3ย 
ย Special items:ย ย ย ย ย ย ย ย ย 
ย a)Restructuring-related inventory and other chargesย (1.9)ย ย 283.4ย ย ย โ€”ย ย ย 281.5ย ย ย โ€”ย 
ย b)Amortization of acquisition-related intangible assetsย 12.3ย ย ย 12.7ย ย ย 14.5ย ย ย 25.0ย ย ย 28.6ย 
ย c)Restructuring, asset impairments and other charges, netย 49.2ย ย ย 539.3ย ย ย 72.5ย ย ย 588.5ย ย ย 73.9ย 
ย d)Third-party acquisition and divestiture-related costsย 0.6ย ย ย 2.3ย ย ย 1.7ย ย ย 2.9ย ย ย 1.8ย 
ย e)Amortization of fair market value step-up of inventoryย 1.2ย ย ย โ€”ย ย ย โ€”ย ย ย 1.2ย ย ย โ€”ย 
ย ย Total special itemsย 61.4ย ย ย 837.7ย ย ย 88.7ย ย ย 899.1ย ย ย 104.3ย 
Non-GAAP income before income taxes$263.6ย ย $276.7ย ย $490.8ย ย $540.3ย ย $1,044.6ย 
Reconciliation of GAAP to non-GAAP net income attributable to ON Semiconductor Corporation:ย ย ย ย ย ย ย ย ย 
GAAP net income (loss) attributable to ON Semiconductor Corporation$170.3ย ย $(486.1)ย $338.2ย ย $(315.8)ย $791.2ย 
ย Special items:ย ย ย ย ย ย ย ย ย 
ย a)Restructuring-related inventory and other chargesย (1.9)ย ย 283.4ย ย ย โ€”ย ย ย 281.5ย ย ย โ€”ย 
ย b)Amortization of acquisition-related intangible assetsย 12.3ย ย ย 12.7ย ย ย 14.5ย ย ย 25.0ย ย ย 28.6ย 
ย c)Restructuring, asset impairments and other charges, netย 49.2ย ย ย 539.3ย ย ย 72.5ย ย ย 588.5ย ย ย 73.9ย 
ย d)Third-party acquisition and divestiture-related costsย 0.6ย ย ย 2.3ย ย ย 1.7ย ย ย 2.9ย ย ย 1.8ย 
ย e)Amortization of fair market value step-up of inventoryย 1.2ย ย ย โ€”ย ย ย โ€”ย ย ย 1.2ย ย ย โ€”ย 
ย f)Adjustment to Income taxesย (10.4)ย ย (120.0)ย ย (14.8)ย ย (130.4)ย ย (18.9)
ย ย Total special itemsย 51.0ย ย ย 717.7ย ย ย 73.9ย ย ย 768.7ย ย ย 85.4ย 
Non-GAAP net income attributable to ON Semiconductor Corporation$221.3ย ย $231.6ย ย $412.1ย ย $452.9ย ย $876.6ย 
GAAP net income (loss) for diluted earnings per share$170.3ย ย $(486.1)ย $338.2ย ย $(315.8)ย $791.2ย 
Non-GAAP net income for diluted earnings per share$221.3ย ย $231.6ย ย $412.1ย ย $452.9ย ย $876.6ย 
Reconciliation of GAAP to non-GAAP diluted shares outstanding:ย ย ย ย ย ย ย ย ย 
GAAP diluted shares outstandingย 414.9ย ย ย 421.3ย ย ย 433.2ย ย ย 418.0ย ย ย 434.9ย 
ย Special items:ย ย ย ย ย ย ย ย ย 
ย a)Less: dilutive shares attributable to convertible notesย โ€”ย ย ย โ€”ย ย ย (3.7)ย ย โ€”ย ย ย (4.2)
ย b)Add: dilutive shares attributable to share-based awardsย โ€”ย ย ย 0.4ย ย ย โ€”ย ย ย 0.4ย ย ย โ€”ย 
ย ย Total special itemsย โ€”ย ย ย 0.4ย ย ย (3.7)ย ย 0.4ย ย ย (4.2)
Non-GAAP diluted shares outstandingย 414.9ย ย ย 421.7ย ย ย 429.5ย ย ย 418.4ย ย ย 430.7ย 
Non-GAAP diluted earnings per share:ย ย ย ย ย ย ย ย ย 
Non-GAAP net income for diluted earnings per share$221.3ย ย $231.6ย ย $412.1ย ย $452.9ย ย $876.6ย 
Non-GAAP diluted shares outstandingย 414.9ย ย ย 421.7ย ย ย 429.5ย ย ย 418.4ย ย ย 430.7ย 
Non-GAAP diluted earnings per share$0.53ย ย $0.55ย ย $0.96ย ย $1.08ย ย $2.04ย 
Reconciliation of net cash provided by operating activities to free cash flow:ย ย ย ย ย ย ย ย ย 
Net cash provided by operating activities$184.3ย ย $602.3ย ย $362.2ย ย $786.6ย ย $860.9ย 
ย Special items:ย ย ย ย ย ย ย ย ย 
ย a)Payments for acquisition of property, plant and equipmentย (78.2)ย ย (147.6)ย ย (141.1)ย ย (225.8)ย ย (375.0)
ย ย Total special itemsย (78.2)ย ย (147.6)ย ย (141.1)ย ย (225.8)ย ย (375.0)
Free cash flow$106.1ย ย $454.7ย ย $221.1ย ย $560.8ย ย $485.9ย 

Certain of the amounts in the above tables may not total due to rounding of individual amounts.

FREE CASH FLOW

ย Quarters Endedย ย 
ย September 27,
2024
ย December 31,
2024
ย April 4, 2025ย July 4, 2025ย Last Twelve
Months
Net cash provided by operating activities$465.8ย ย $579.7ย ย $602.3ย ย $184.3ย ย $1,832.1ย 
Payments for acquisition of property, plant and equipmentย (161.7)ย ย (157.3)ย ย (147.6)ย ย (78.2)ย ย (544.8)
Free cash flow$304.1ย ย $422.4ย ย $454.7ย ย $106.1ย ย $1,287.3ย 
ย ย ย ย ย ย ย ย ย ย 
Revenue$1,761.9ย ย $1,722.5ย ย $1,445.7ย ย $1,468.7ย ย $6,398.8ย 

SHARE-BASED COMPENSATION

Total share-based compensation related to restricted stock units, stock grant awards and the employee stock purchase plan was as follows:

ย Quarters Endedย Six Months Ended
ย July 4, 2025ย April 4, 2025ย June 28, 2024ย July 4, 2025ย June 28, 2024
Cost of revenue$6.1ย $6.0ย $6.5ย $12.1ย $11.9
Research and developmentย 6.3ย ย 6.3ย ย 6.4ย ย 12.6ย ย 12.1
Selling and marketingย 4.9ย ย 4.7ย ย 5.4ย ย 9.6ย ย 10.6
General and administrativeย 17.1ย ย 16.9ย ย 14.0ย ย 34.0ย ย 30.7
Total share-based compensation$34.4ย $33.9ย $32.3ย $68.3ย $65.3

SUPPLEMENTAL FINANCIAL DATA

ย Quarters Endedย Six Months Ended
ย July 4, 2025ย April 4, 2025ย June 28, 2024ย July 4, 2025ย June 28, 2024
Net cash provided by operating activities$184.3ย $602.3ย $362.2ย $786.6ย $860.9
Free cash flow$106.1ย $454.7ย $221.1ย $560.8ย $485.9
Cash paid for income taxesย 65.0ย $21.5ย $221.3ย $86.5ย $244.9
ย ย ย ย ย ย ย ย ย ย 
Depreciation and amortization$156.4ย $168.2ย $159.6ย $324.6ย $314.5
Less: Amortization of acquisition-related intangible assetsย 12.3ย ย 12.7ย ย 14.5ย ย 25.0ย ย 28.6
Depreciation and amortization (excl. amortization of acquisition-related intangible assets)$144.1ย $155.5ย $145.1ย $299.6ย $285.9

To supplement the consolidated financial results prepared in accordance with GAAP, onsemi uses certainย non-GAAPย measures, which are adjusted from the most directly comparable GAAP measures to exclude items related to the amortization of acquisition-related intangibles, restructuring related cost of revenue charges, expensing of appraised inventory fair market valueย step-up,ย inventory valuation adjustments,ย in-processย research and development expenses, restructuring, asset impairments and other, net, goodwill impairment charges, gains and losses on debt prepayment,ย non-cashย interest expense, actuarial (gains) losses on pension plans and other pension benefits, third party acquisition and divestiture-related costs, tax impact of these items and certain other non-recurring items, as necessary. Management does not consider the effects of these items in evaluating the core operational activities of onsemi. Management uses theseย non-GAAPย measures internally to make strategic decisions, forecast future results and evaluate onsemiโ€™s current performance. In addition, the Company believes that most analysts covering onsemi use theย non-GAAPย measures to evaluate onsemiโ€™s performance. Given managementโ€™s and other relevant partiesโ€™ use of theseย non-GAAPย measures, onsemi believes these measures are important to investors in understanding onsemiโ€™s current and future operating results as seen through the eyes of management. In addition, management believes theseย non-GAAPย measures are useful to investors in enabling them to better assess changes in onsemiโ€™s core business across different time periods. Theseย non-GAAPย measures are not prepared in accordance with, and should not be considered alternatives or necessarily superior to, GAAP financial data and may be different fromย non-GAAPย measures used by other companies. Becauseย non-GAAPย financial measures are not standardized, it may not be possible to compare these financial measures with other companiesโ€™ย non-GAAPย financial measures, even if they have similar names.

Non-GAAP Revenue

The use of non-GAAP revenue allows management to evaluate, among other things, the revenue from the Companyโ€™s core businesses and trends across different reporting periods on a consistent basis, independent of special items. In addition, non- GAAP revenue is an important component of managementโ€™s internal performance measurement and incentive and reward process as it is used to assess the current and historical financial results of the business and for strategic decision making, preparing budgets, obtaining targets and forecasting future results. Management presents this non-GAAP financial measure to enable investors and analysts to evaluate the Companyโ€™s revenue generation performance relative to the direct costs of operations of onsemiโ€™s core businesses.

Non-GAAPย Gross Profit and Gross Margin

The use ofย non-GAAPย gross profit and gross margin allows management to evaluate, among other things, the gross profit and gross margin of the Companyโ€™s core businesses and trends across different reporting periods on a consistent basis, independent ofย non-cashย and non-recurring items including, generally speaking, restructuring related cost of revenue charges, expensing of appraised inventory fair market valueย step-up, impact of business wind down and non-recurring facility costs. In addition, it is an important component of managementโ€™s internal performance measurement and incentive and reward process as it is used to assess the current and historical financial results of the business and for strategic decision making, preparing budgets, obtaining targets and forecasting future results. Management presents thisย non-GAAPย financial measure to enable investors and analysts to evaluate our operating performance independent of certain non-cash items and the effects of certain variables unrelated to our overall operating performance.

Non-GAAPย Operating Income andย Operating Margin

The use ofย non-GAAPย operating income and operating margin allows management to evaluate, among other things, the operating income and operating margin of the Companyโ€™s core businesses and trends across different reporting periods on a consistent basis, independent ofย non-cashย and non-recurring items including, generally speaking, restructuring related cost of revenue charges, expensing of appraised inventory fair market valueย step-up, impact of business wind down, non-recurring facility costs,ย amortization and impairments of intangible assets, third party acquisition and divestiture-related costs, restructuring charges, asset impairments and certain other special items as necessary. In addition, it is an important component of managementโ€™s internal performance measurement and incentive and reward process as it is used to assess the current and historical financial results of the business and for strategic decision making, preparing budgets, obtaining targets and forecasting future results. Management presents thisย non-GAAPย financial measure to enable investors and analysts to evaluate our operating performance independent of certain non-cash items and the effects of certain variables unrelated to our overall operating performance.

Non-GAAPย Net Income Attributable to ON Semiconductor Corporation and Non-GAAP Diluted Earnings Per Share

The use ofย non-GAAPย net income attributable to onsemi and non-GAAP diluted earnings per share allows management to evaluate the operating results of onsemiโ€™s core businesses and trends across different reporting periods on a consistent basis, independent ofย non-cashย and non-recurring items including, generally, the restructuring related cost of revenue charges, amortization and impairments of intangible assets, expensing of appraised inventory fair market valueย step-up, impact of business wind down, non-recurring facility costs, restructuring, asset impairments, gains and losses on debt prepayment, actuarial (gains) losses on pension plans and other pension benefits, third party acquisition and divestiture-related costs, discrete tax items and other non-GAAP tax adjustments and certain other special items, as necessary. In addition, these measures are important components of managementโ€™s internal performance measurement and incentive and reward process, as they are used to assess the current and historical financial results of the business and for strategic decision making, preparing budgets, setting targets and forecasting future results. For our non-GAAP reporting, we are utilizing a projected and normalized non-GAAP effective tax rate of 16%. We calculate this non-GAAP effective tax rate on an annual basis. We expect to use this normalized non-GAAP effective tax rate of 16% through 2025, however, we may update this non-GAAP effective tax rate at any time for a variety of reasons, including, but not limited to, the rapidly evolving global tax environment, significant changes in our geographic earnings mix or changes to our strategy or business operations. Management presents theseย non-GAAPย financial measures to enable investors and analysts to understand the results of operations of onsemiโ€™s core businesses and, to the extent comparable, to compare our results of operations on a more consistent basis against those of other companies in our industry.

Free Cash Flow

The use of free cash flow allows management to evaluate, among other things, the ability of the Company to make interest or principal payments on its debt. Free cash flow is defined as the difference between cash flow from operating activities and capital expenditures disclosed under investing activities in the consolidated statement of cash flows. Free cash flow is not an alternative to cash flow from operating activities as a measure of liquidity. It is an important component of managementโ€™s internal performance measurement and incentive and reward process as it is used to assess the current and historical financial results of the business and for strategic decision making, preparing budgets, obtaining targets and forecasting future results. Management presents this non-GAAP financial measure to enable investors and analysts to evaluate our financial performance independent of the cash capital expenditures.

Non-GAAP Diluted Share Count

The use of non-GAAP diluted share count allows management to evaluate, among other things, the potential dilution due to the outstanding restricted stock units excluding the dilution from the convertible notes that is covered by hedging activity up to a certain threshold. In periods when the quarterly average stock price per share exceeds $52.97 for the 0% Notes and $103.87 for the 0.50% Notes, the non-GAAP diluted share count includes the anti-dilutive impact of the Companyโ€™s hedge transactions issued concurrently with the 0% Notes and the 0.50% Notes, respectively. At an average stock price per share between $52.97 and $74.34 for the 0% Notes and $103.87 and $156.78 for the 0.50% Notes, the hedging activity offsets the potentially dilutive effect of the 0% Notes and the 0.50% Notes, respectively. In periods when the quarterly average stock price exceeds $74.34 for the 0% Notes and $156.78 for the 0.50% Notes, the dilutive impact of the warrants issued concurrently with such notes are included in the diluted shares outstanding.


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