onsemi Reports First Quarter 2026 Results

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Year-over-year operating income growth outpaces revenue growth by 2x

SCOTTSDALE, Ariz., May 04, 2026 (GLOBE NEWSWIRE) -- onsemi (the โ€œCompanyโ€) (Nasdaq: ON) today announced its first quarter 2026 results with the following highlights:

  • Revenue of $1,513 million, exceeding the midpoint of our guidance
  • GAAP and non-GAAP gross margin of 38.5%
  • GAAP operating margin of (3.5)% and non-GAAP operating margin 19.1%
  • GAAP diluted loss per share of ($0.08) and non-GAAP diluted earnings per share $0.64
  • Share repurchases of $346 million, representing approximately 160% of free cash flow

โ€œWe exceeded expectations as demand strengthened through the quarter and we have moved beyond the cyclical trough on a path to recovery. Our AI data center business accelerated, growing more than 30% sequentially.โ€ said Hassane Elโ€‘Khoury, President and CEO of onsemi. โ€œLooking ahead, we are encouraged by the underlying health of the business and the longโ€‘term opportunities driven by increasing semiconductor content in automotive, industrial and AI data center applications.โ€

โ€œWith our operational improvements, we delivered strong operating leverage in our business with a 10% year-over-year increase in operating income, outpacing revenue growth by 2x. The strength of our portfolio and optimized cost structure position us to accelerate margins and earnings as market conditions continue to improve,โ€ said Thad Trent, EVP and CFO of onsemi. โ€œWe continue to generate strong free cash flow and return capital to shareholders. With our disciplined approach, we remain focused on sustaining long-term value creation for shareholders.โ€

Business Highlights:

  • AI data center revenue more than doubled year-over-year due to broader adoption across the power tree with multiple chip vendors and leading hyperscalers.
  • Leading in the transition to 900V EV architectures with onsemi EliteSiC, enabling extended range and flash charging, including expanded collaborations with Geely and NIO.
  • Increasing software-defined vehicle momentum with initial production shipments of Treo-based 10BASE-T1S Ethernet solutions, supporting the next-generation zonal architecture at a leading North American OEM.
  • Announced new design win with Sineng Electric to power its 430kW liquid-cooled energy storage systems and 320 kW solar inverter.

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

ย GAAPย Non-GAAP
(Revenue and Net Income in millions)Q1 2026Q4 2025Q1 2025ย Q1 2026Q4 2025Q1 2025
Revenue$1,513.3ย $1,530.1ย $1,445.7ย ย $1,513.3ย $1,530.1ย $1,445.7ย 
Gross Marginย 38.5%ย 36.0%ย 20.3%ย ย 38.5%ย 38.2%ย 40.0%
Operating Marginย (3.5)%ย 13.1%ย (39.7)%ย ย 19.1%ย 19.8%ย 18.3%
Net Income (loss) attributable to ON Semiconductor Corporation$(33.4)$181.8ย $(486.1)ย $253.1ย $257.2ย $231.6ย 
Diluted Earnings (loss) Per Share$(0.08)$0.45ย $(1.15)ย $0.64ย $0.64ย $0.55ย 
ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 

Revenue Summary
(in millions)
(Unaudited)

ย Quarters Endedย ย ย 
Business SegmentQ1 2026Q4 2025Q1 2025ย Sequential
Change
Year-over-
Year Change
PSG$736.6$724.2$645.1ย 2%14%
AMGย 540.4ย 556.3ย 566.4ย ย ย ย ย ย ย ย ย (3)%ย ย ย ย ย ย ย ย (5)%
ISGย 236.3ย 249.6ย 234.2ย ย ย ย ย ย ย ย ย (5)%1%
Total$1,513.3$1,530.1$1,445.7ย ย ย ย ย ย ย ย ย (1)%5%

SECOND QUARTER 2026 OUTLOOK

The following table outlines onsemiโ€™s projected second quarter of 2026 GAAP and non-GAAP outlook.

ย Totalย onsemi
GAAP
Special
Items **
Totalย onsemi
Non-GAAP***
Revenue$1,535 to $1,635 million-
$1,535 to $1,635 million
Gross Margin37.9% to 39.9%0.1%
38.0% to 40.0%
Operating Expenses$302 to $317 million$15 million$287 to $302 million
Other Income and Expense (including interest), net($6 million)-
($6 million)
Diluted Earnings Per Share$0.60 to $0.72$0.05
$0.65 to $0.77
Diluted Shares Outstanding *401 million7 million394 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.

TELECONFERENCE

onsemi will host a conference call for the financial community at 5 p.m. Eastern Time (ET) on May 4, 2026 to discuss this announcement and onsemiโ€™s first quarter 2026 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) delivers intelligent power and sensing technologies that enable electrification, energy efficiency, safety, and automation across automotive, industrial, and AI data center end-markets. With a highly differentiated and innovative product portfolio, onsemi helps customers solve complex challenges to achieve higher efficiency, improved performance, and lower system cost, while supporting a safer, cleaner, and more energy-efficient world. onsemi is included in the 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 

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 second quarter of 2026. 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 2025 Annual Report on Form 10-K filed with the Securities and Exchange Commission (โ€œSECโ€) on February 9, 2026 (the โ€œ2025 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 2025 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.

ON SEMICONDUCTOR CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share and percentage data)

ย Quarters Ended
ย April 3, 2026ย December 31, 2025ย April 4, 2025
Revenue$1,513.3ย ย $1,530.1ย ย $1,445.7ย 
Cost of revenueย 930.2ย ย ย 979.1ย ย ย 1,151.9ย 
Gross profitย 583.1ย ย ย 551.0ย ย ย 293.8ย 
Gross marginย 38.5%ย ย 36.0%ย ย 20.3%
Operating expenses:ย ย ย ย ย 
Research and developmentย 144.3ย ย ย 133.8ย ย ย 164.1ย 
Selling and marketingย 63.0ย ย ย 61.5ย ย ย 68.3ย 
General and administrativeย 89.4ย ย ย 86.0ย ย ย 84.4ย 
Amortization of intangible assetsย 10.5ย ย ย 10.8ย ย ย 11.4ย 
Restructuring, asset impairments and other, netย 329.3ย ย ย 58.8ย ย ย 539.3ย 
Total operating expensesย 636.5ย ย ย 350.9ย ย ย 867.5ย 
Operating income (loss)ย (53.4)ย ย 200.1ย ย ย (573.7)
Other income (expense), net:ย ย ย ย ย 
Interest expenseย (12.7)ย ย (17.3)ย ย (18.0)
Interest incomeย 17.7ย ย ย 20.6ย ย ย 26.6ย 
Other incomeย 3.8ย ย ย 13.7ย ย ย 4.1ย 
Other income (expense), netย 8.8ย ย ย 17.0ย ย ย 12.7ย 
Income (loss) before income taxesย (44.6)ย ย 217.1ย ย ย (561.0)
Income tax (provision) benefitย 11.7ย ย ย (35.3)ย ย 75.8ย 
Net income (loss)ย (32.9)ย ย 181.8ย ย ย (485.2)
Less: Net income attributable to non-controlling interestย (0.5)ย ย โ€”ย ย ย (0.9)
Net income (loss) attributable to ON Semiconductor Corporation$(33.4)ย $181.8ย ย $(486.1)
ย ย ย ย ย ย 
Net income (loss) per share of common stock attributable to ON Semiconductor Corporation:ย ย ย ย ย 
Basic$(0.08)ย $0.45ย ย $(1.15)
Diluted$(0.08)ย $0.45ย ย $(1.15)
Weighted average common shares outstanding:ย ย ย ย ย 
Basicย 394.1ย ย ย 400.8ย ย ย 421.3ย 
Dilutedย 394.1ย ย ย 402.3ย ย ย 421.3ย 
ย ย ย ย ย ย ย ย ย ย ย ย 

ON SEMICONDUCTOR CORPORATION

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in millions)

ย April 3, 2026ย December 31, 2025ย April 4, 2025
Assetsย ย ย ย ย 
Cash and cash equivalents$2,003.6ย ย $2,147.6ย ย $2,762.5ย 
Short-term investmentsย 400.0ย ย ย 400.0ย ย ย 250.0ย 
Receivables, netย 862.8ย ย ย 908.0ย ย ย 825.0ย 
Inventoriesย 2,049.2ย ย ย 1,989.6ย ย ย 2,078.2ย 
Assets held-for-saleย 40.4ย ย ย 25.0ย ย ย 45.7ย 
Other current assetsย 419.6ย ย ย 352.9ย ย ย 365.1ย 
Total current assetsย 5,775.6ย ย ย 5,823.1ย ย ย 6,326.5ย 
Property, plant and equipment, netย 3,035.6ย ย ย 3,369.0ย ย ย 3,840.5ย 
Goodwillย 1,679.9ย ย ย 1,679.9ย ย ย 1,641.6ย 
Intangible assets, netย 332.2ย ย ย 343.9ย ย ย 309.2ย 
Deferred tax assetsย 933.2ย ย ย 929.1ย ย ย 745.5ย 
ROU financing lease assetsย โ€”ย ย ย 23.1ย ย ย 39.9ย 
Other assetsย 254.3ย ย ย 356.0ย ย ย 350.7ย 
Total assets$12,010.8ย ย $12,524.1ย ย $13,253.9ย 
Liabilities and Stockholdersโ€™ Equityย ย ย ย ย 
Accounts payable$486.1ย ย $572.3ย ย $496.6ย 
Accrued expenses and other current liabilitiesย 698.7ย ย ย 714.9ย ย ย 781.3ย 
Current portion of financing lease liabilitiesย 0.5ย ย ย 0.5ย ย ย 0.4ย 
Total current liabilitiesย 1,185.3ย ย ย 1,287.7ย ย ย 1,278.3ย 
Long-term debtย 2,982.9ย ย ย 2,980.5ย ย ย 3,348.3ย 
Deferred tax liabilitiesย 46.5ย ย ย 41.7ย ย ย 45.6ย 
Long-term financing lease liabilitiesย 23.1ย ย ย 23.8ย ย ย 21.6ย 
Other long-term liabilitiesย 452.2ย ย ย 498.5ย ย ย 511.2ย 
Total liabilitiesย 4,690.0ย ย ย 4,832.2ย ย ย 5,205.0ย 
ON Semiconductor Corporation stockholdersโ€™ equity:ย ย ย ย ย 
Common stockย 6.3ย ย ย 6.2ย ย ย 6.2ย 
Additional paid-in capitalย 5,582.5ย ย ย 5,538.6ย ย ย 5,411.4ย 
Accumulated other comprehensive lossย (61.7)ย ย (55.5)ย ย (56.5)
Accumulated earningsย 8,208.5ย ย ย 8,241.9ย ย ย 7,634.8ย 
Less: Treasury stock, at costย (6,433.9)ย ย (6,057.9)ย ย (4,966.0)
Total ON Semiconductor Corporation stockholdersโ€™ equityย 7,301.7ย ย ย 7,673.3ย ย ย 8,029.9ย 
Non-controlling interestย 19.1ย ย ย 18.6ย ย ย 19.0ย 
Total stockholdersโ€™ equityย 7,320.8ย ย ย 7,691.9ย ย ย 8,048.9ย 
Total liabilities and stockholdersโ€™ equity$12,010.8ย ย $12,524.1ย ย $13,253.9ย 


ON SEMICONDUCTOR CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

ย Quarters Ended
ย April 3, 2026ย December 31, 2025ย April 4, 2025
Cash flows from operating activities:ย ย ย ย ย 
Net income (loss)$(32.9)ย $181.8ย ย $(485.2)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:ย ย ย ย ย 
Depreciation and amortizationย 286.7ย ย ย 214.9ย ย ย 168.2ย 
(Gain) loss on sale and disposal of fixed assetsย (1.1)ย ย 7.9ย ย ย 0.2ย 
Amortization of debt discount and issuance costsย 2.9ย ย ย 2.8ย ย ย 2.9ย 
Share-based compensationย 37.3ย ย ย 37.8ย ย ย 33.9ย 
Non-cash asset impairment chargesย 147.0ย ย ย 8.1ย ย ย 431.5ย 
Change in deferred tax balancesย 2.7ย ย ย (80.6)ย ย (13.7)
Otherย (2.2)ย ย (2.8)ย ย 1.6ย 
Changes in assets and liabilitiesย (201.3)ย ย 184.6ย ย ย 462.9ย 
Net cash provided by operating activitiesย 239.1ย ย ย 554.5ย ย ย 602.3ย 
Cash flows from investing activities:ย ย ย ย ย 
Payments for acquisition of property, plant, and equipmentย (21.9)ย ย (69.1)ย ย (147.6)
Proceeds from sale of property, plant and equipmentย 1.0ย ย ย 25.4ย ย ย 0.2ย 
Purchase of short-term investmentsย (300.0)ย ย (250.0)ย ย (250.0)
Proceeds from the maturity of short-term investmentsย 300.0ย ย ย 250.0ย ย ย 300.0ย 
Payments for acquisition of a business, net of cash acquiredย โ€”ย ย ย (7.0)ย ย (117.5)
Otherย 4.2ย ย ย โ€”ย ย ย โ€”ย 
Net cash used in investing activitiesย (16.7)ย ย (50.7)ย ย (214.9)
Cash flows from financing activities:ย ย ย ย ย 
Proceeds for the issuance of common stock under the ESPPย 6.7ย ย ย 5.5ย ย ย 5.3ย 
Payment of tax withholding for RSUsย (26.9)ย ย (1.6)ย ย (22.4)
Repurchase of common stockย (345.7)ย ย (450.2)ย ย (300.1)
Repayment of borrowings under debt agreementsย โ€”ย ย ย (375.0)ย ย โ€”ย 
Payment of finance lease obligationsย (0.1)ย ย (0.5)ย ย (0.4)
Otherย โ€”ย ย ย (2.1)ย ย โ€”ย 
Net cash used in financing activitiesย (366.0)ย ย (823.9)ย ย (317.6)
Effect of exchange rate changes on cash, cash equivalents and restricted cashย (0.3)ย ย (4.9)ย ย 2.0ย 
Net increase (decrease) in cash, cash equivalents and restricted cashย (143.9)ย ย (325.0)ย ย 71.8ย 
Beginning cash, cash equivalents and restricted cashย 2,149.0ย ย ย 2,474.0ย ย ย 2,693.4ย 
Ending cash, cash equivalents and restricted cash$2,005.1ย ย $2,149.0ย ย $2,765.2ย 


ON SEMICONDUCTOR CORPORATION

RECONCILIATION OF GAAP VERSUS NON-GAAP DISCLOSURES

(in millions, except per share and percentage data)

ย ย ย Quarters Ended
ย ย ย ย April 3, 2026ย December 31, 2025ย April 4, 2025
Reconciliation of GAAP to non-GAAP gross profit:ย ย ย ย ย 
GAAP gross profit$583.1ย ย $551.0ย ย $293.8ย 
ย Special items:ย ย ย ย ย 
ย a)Restructuring-related inventory and other chargesย (1.0)ย ย 32.1ย ย ย 283.4ย 
ย b)Amortization of intangible assetsย 1.2ย ย ย 1.2ย ย ย 1.3ย 
ย c)Amortization of fair market value step-up of inventoryย โ€”ย ย ย 0.6ย ย ย โ€”ย 
ย ย Total special itemsย 0.2ย ย ย 33.9ย ย ย 284.7ย 
Non-GAAP gross profit$583.3ย ย $584.9ย ย $578.5ย 
Reconciliation of GAAP to non-GAAP gross margin:ย ย ย ย ย 
GAAP gross marginย 38.5%ย ย 36.0%ย ย 20.3%
ย Special items:ย ย ย ย ย 
ย a)Restructuring-related inventory and other chargesย (0.1)%ย ย 2.1%ย ย 19.6%
ย b)Amortization of intangible assetsย 0.1%ย ย 0.1%ย ย 0.1%
ย ย Total special itemsย โ€”%ย ย 2.2%ย ย 19.7%
Non-GAAP gross marginย 38.5%ย ย 38.2%ย ย 40.0%
Reconciliation of GAAP to non-GAAP operating expenses:ย ย ย ย ย 
GAAP operating expenses$636.5ย ย $350.9ย ย $867.5ย 
ย Special items:ย ย ย ย ย 
ย a)Amortization of intangible assetsย (10.5)ย ย (10.8)ย ย (11.4)
ย b)Restructuring, asset impairments and other charges, netย (329.3)ย ย (58.8)ย ย (539.3)
ย c)Third-party acquisition and divestiture-related costsย (1.4)ย ย (0.6)ย ย (2.3)
ย d)Adjustments to contingent considerationย (1.6)ย ย 1.3ย ย ย โ€”ย 
ย ย Total special itemsย (342.8)ย ย (68.9)ย ย (553.0)
Non-GAAP operating expenses$293.7ย ย $282.0ย ย $314.5ย 
Reconciliation of GAAP to non-GAAP operating income:ย ย ย ย ย 
GAAP operating income (loss)$(53.4)ย $200.1ย ย $(573.7)
ย Special items:ย ย ย ย ย 
ย a)Restructuring-related inventory and other chargesย (1.0)ย ย 32.1ย ย ย 283.4ย 
ย b)Amortization of intangible assetsย 11.7ย ย ย 12.0ย ย ย 12.7ย 
ย c)Restructuring, asset impairments and other charges, netย 329.3ย ย ย 58.8ย ย ย 539.3ย 
ย d)Third-party acquisition and divestiture-related costsย 1.4ย ย ย 0.6ย ย ย 2.3ย 
ย e)Amortization of fair market value step-up of inventoryย โ€”ย ย ย 0.6ย ย ย โ€”ย 
ย f)Adjustments to contingent considerationย 1.6ย ย ย (1.3)ย ย โ€”ย 
ย ย Total special itemsย 343.0ย ย ย 102.8ย ย ย 837.7ย 
Non-GAAP operating income$289.6ย ย $302.9ย ย $264.0ย 
Reconciliation of GAAP to non-GAAP operating margin (operating income / revenue):ย ย ย ย ย 
GAAP operating marginย (3.5)%ย ย 13.1%ย ย (39.7)%
ย Special items:ย ย ย ย ย 
ย a)Restructuring related inventory and other chargesย (0.1)%ย ย 2.1%ย ย 19.6%
ย b)Amortization of intangible assetsย 0.8%ย ย 0.8%ย ย 0.9%
ย c)Restructuring, asset impairments and other charges, netย 21.8%ย ย 3.8%ย ย 37.3%
ย d)Third-party acquisition and divestiture-related costsย 0.1%ย ย โ€”%ย ย 0.2%
ย e)Amortization of fair market value step-up of inventoryย โ€”%ย ย โ€”%ย ย โ€”%
ย f)Adjustments to contingent considerationย 0.1%ย ย โ€”%ย ย โ€”%
ย ย Total special itemsย 22.7%ย ย 6.7%ย ย 58.0%
Non-GAAP operating marginย 19.1%ย ย 19.8%ย ย 18.3
%
ย ย ย ย ย ย 
ย ย ย ย ย ย 
Reconciliation of GAAP to non-GAAP income before income taxes:ย ย ย ย ย 
GAAP income (loss) before income taxes$(44.6)ย $217.1ย ย $(561.0)
ย Special items:ย ย ย ย ย 
ย a)Restructuring-related inventory and other chargesย (1.0)ย ย 32.1ย ย ย 283.4ย 
ย b)Amortization of intangible assetsย 11.7ย ย ย 12.0ย ย ย 12.7ย 
ย c)Restructuring, asset impairments and other charges, netย 329.3ย ย ย 58.8ย ย ย 539.3ย 
ย d)Third-party acquisition and divestiture-related costsย 1.4ย ย ย 0.6ย ย ย 2.3ย 
ย e)Amortization of fair market value step-up of inventoryย โ€”ย ย ย 0.6ย ย ย โ€”ย 
ย f)Adjustments to contingent considerationย 1.6ย ย ย (1.3)ย ย โ€”ย 
ย g)Actuarial gains on pension plans and other pension benefitsย โ€”ย ย ย (12.9)ย ย โ€”ย 
ย ย Total special itemsย 343.0ย ย ย 89.9ย ย ย 837.7ย 
Non-GAAP income before income taxes$298.4ย ย $307.0ย ย $276.7ย 
Reconciliation of GAAP to non-GAAP net income attributable to ON Semiconductor Corporation:ย ย ย ย ย 
GAAP net income (loss) attributable to ON Semiconductor Corporation$(33.4)ย $181.8ย ย $(486.1)
ย Special items:ย ย ย ย ย 
ย a)Restructuring-related inventory and other chargesย (1.0)ย ย 32.1ย ย ย 283.4ย 
ย b)Amortization of intangible assetsย 11.7ย ย ย 12.0ย ย ย 12.7ย 
ย c)Restructuring, asset impairments and other charges, netย 329.3ย ย ย 58.8ย ย ย 539.3ย 
ย d)Third-party acquisition and divestiture-related costsย 1.4ย ย ย 0.6ย ย ย 2.3ย 
ย e)Amortization of fair market value step-up of inventoryย โ€”ย ย ย 0.6ย ย ย โ€”ย 
ย f)Adjustments to contingent considerationย 1.6ย ย ย (1.3)ย ย โ€”ย 
ย g)Actuarial gains on pension plans and other pension benefitsย โ€”ย ย ย (12.9)ย ย โ€”ย 
ย h)Adjustment to Income taxesย (56.5)ย ย (14.5)ย ย (120.0)
ย ย Total special itemsย 286.5ย ย ย 75.4ย ย ย 717.7ย 
Non-GAAP net income attributable to ON Semiconductor Corporation$253.1ย ย $257.2ย ย $231.6ย 
Reconciliation of GAAP to non-GAAP diluted shares outstanding:ย ย ย ย ย 
GAAP diluted shares outstandingย 394.1ย ย ย 402.3ย ย ย 421.3ย 
ย Special items:ย ย ย ย ย 
ย a)Add: dilutive shares attributable to share-based awardsย 1.9ย ย ย โ€”ย ย ย 0.4ย 
ย ย Total special itemsย 1.9ย ย ย โ€”ย ย ย 0.4ย 
Non-GAAP diluted shares outstandingย 396.0ย ย ย 402.3ย ย ย 421.7ย 
Non-GAAP diluted earnings per share:ย ย ย ย ย 
Non-GAAP net income attributable to ON Semiconductor Corporation$253.1ย ย $257.2ย ย $231.6ย 
Non-GAAP diluted shares outstandingย 396.0ย ย ย 402.3ย ย ย 421.7ย 
Non-GAAP diluted earnings per share$0.64ย ย $0.64ย ย $0.55ย 
Reconciliation of net cash provided by operating activities to free cash flow:ย ย ย ย ย 
Net cash provided by operating activities$239.1ย ย $554.5ย ย $602.3ย 
ย Special items:ย ย ย ย ย 
ย a)Payments for acquisition of property, plant and equipmentย (21.9)ย ย (69.1)ย ย (147.6)
ย ย Total special itemsย (21.9)ย ย (69.1)ย ย (147.6)
Free cash flow$217.2ย ย $485.4ย ย $454.7ย 

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

ON SEMICONDUCTOR CORPORATION

RECONCILIATION OF GAAP VERSUS NON-GAAP DISCLOSURES

(in millions, except per share and percentage data)


FREE CASH FLOW

ย Quarters Endedย ย 
ย July 4, 2024ย October 3, 2025ย December 31, 2025ย April 3, 2026ย Last Twelve
Months
Net cash provided by operating activities$184.3ย ย $418.7ย ย $554.5ย ย $239.1ย ย $1,396.6ย 
Payments for acquisition of property, plant and equipmentย (78.2)ย ย (46.3)ย ย (69.1)ย ย (21.9)ย ย (215.5)
Free cash flow$106.1ย ย $372.4ย ย $485.4ย ย $217.2ย ย $1,181.1ย 
ย ย ย ย ย ย ย ย ย ย 
Revenue$1,468.7ย ย $1,550.9ย ย $1,530.1ย ย $1,513.3ย ย $6,063.0ย 

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 Ended
ย April 3, 2026ย December 31, 2025ย April 4, 2025
Cost of revenue$6.4ย $7.1ย $6.0
Research and developmentย 7.3ย ย 7.6ย ย 6.3
Selling and marketingย 5.1ย ย 5.5ย ย 4.7
General and administrativeย 18.5ย ย 17.6ย ย 16.9
Total share-based compensation$37.3ย $37.8ย $33.9

SUPPLEMENTAL FINANCIAL DATA

ย Quarters Ended
ย April 3, 2026ย December 31, 2025ย April 4, 2025
Net cash provided by operating activities$239.1ย $554.5ย $602.3
Free cash flow$217.2ย $485.4ย $454.7
Cash paid for income taxes$46.6ย $63.7ย $21.5
ย ย ย ย ย ย 
Depreciation and amortization (1)$286.7ย $214.9ย $168.2
Less: Amortization of intangible assetsย 11.7ย ย 12.0ย ย 12.7
Depreciation and amortization (excl. amortization of intangible assets) (1)$275.0ย $202.9ย $155.5

(1) Includes $136.5 million, $70.6 million and $12.5 million of accelerated depreciation of PP&E and accelerated amortization of ROU assets related to Restructuring programs for the quarters ended April 3, 2026, December 31, 2025 and April 4, 2025, respectively.

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-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, amortization of intangible assets, amortization 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 ON Semiconductor Corporation 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 apply a projected, normalized non-GAAP effective tax rate of 15% for 2026 and 16% for 2024 and 2025. We calculate this non-GAAP effective tax rate on an annual basis. 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 these non-GAAP 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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