ON Semiconductor · Earnings release

onsemi Reports Third Quarter 2025 Results

Results exceed expectations

SCOTTSDALE, Ariz., – Nov. 3, 2025 – onsemi (the “Company”) (Nasdaq: ON) today announced its third quarter 2025 results with the following highlights:

•

•

GAAP gross margin of 37.9% and non-GAAP gross margin of 38.0%

•

GAAP operating margin of 17.0% and non-GAAP operating margin of 19.2%

•

GAAP diluted earnings per share and non-GAAP diluted earnings per share of $0.63

•

Cash from operations of $418.7 million

•

Free cash flow of $372.4 million grew 22% year-over-year to 24% of revenue

•

Year-to-date share repurchases of $925 million, approximately 100% of free cash flow

“Our third quarter results exceeded expectations, underscoring the strength of our strategy and the resilience of our business model. We’re seeing continued signs of stabilization across our core markets, as well as positive growth in AI,” said Hassane El-Khoury, President and CEO, onsemi. “As energy efficiency becomes a defining requirement for next-generation automotive, industrial, and AI platforms, we are expanding our offering to deliver system-level value that enables our customers to achieve more with less power.”

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

GAAP

Non-GAAP

(Revenue and Net Income in millions)

Revenue

$

$

$

$

$

$

Gross Margin

%

%

%

%

%

%

Operating Margin

%

%

%

%

%

%

Net Income attributable to ON Semiconductor Corporation

$

$

$

$

$

$

Diluted Earnings Per Share

$

$

$

$

$

$

1

Revenue Summary

(in millions)

(Unaudited)

Quarters Ended

Business Segment

Sequential Change

Year-over-

Year Change

PSG

$

$

$

6

%

) %

AMG

5

%

) %

ISG

7

%

) %

Total

$

$

$

6

%

) %

FOURTH QUARTER 2025 OUTLOOK

The following table outlines onsemi’s projected fourth quarter of 2025 GAAP and non-GAAP outlook.

Total onsemi

GAAP

Special

Items **

Total onsemi

Non-GAAP***

G1G2Revenue

-

G3G4Gross Margin

G5G6Operating Expenses

G7G8Other Income and Expense (including interest), net

($7 million)

-

($7 million)

G9G10Diluted Earnings Per Share

G11G12Diluted Shares Outstanding *

-

*

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. 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.

2

***

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 companies’ non-GAAP financial measures, even if they have similar names.

TELECONFERENCE

onsemi will host a conference call for the financial community at 9 a.m. Eastern Time (ET) on November 3, 2025 to discuss this announcement and onsemi’s third 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.

3

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 world’s most complex challenges and leads the way to creating a safer, cleaner, and smarter world. onsemi is included in the Nasdaq-100 Index® and S&P 500® 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 Heaton

Parag Agarwal

Director, Head of Public Relations

Vice President - Investor Relations & Corporate Development

onsemi

onsemi

Krystal.Heaton@onsemi.com

investor@onsemi.com

This document includes “forward-looking statements,” 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 fourth quarter of 2025. Forward-looking statements are often characterized by the use of words such as “believes,” “estimates,” “expects,” “projects,” “may,” “will,” “intends,” “plans,” “anticipates,” “should” 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 “Risk Factors” in the 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 10, 2025 (the “2024 Form 10-K”) 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.

4

ON SEMICONDUCTOR CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

Quarters Ended

Nine Months Ended

October 3,

October 3,

Revenue

$

$

$

$

$

Cost of revenue

Gross profit

Gross margin

%

%

%

%

%

Operating expenses:

Research and development

Selling and marketing

General and administrative

Amortization of intangible assets

Restructuring, asset impairments and other, net

Total operating expenses

Operating income (loss)

)

Other income (expense), net:

Interest expense

)

)

)

)

)

Interest income

Other income (expense)

)

)

Other income (expense), net

Income (loss) before income taxes

)

Income tax (provision) benefit

)

)

)

)

Net income (loss)

)

Less: Net income attributable to non-controlling interest

)

)

)

)

)

Net income (loss) attributable to ON Semiconductor Corporation

$

$

$

$

)

$

Net income (loss) per share of common stock:

Basic

$

$

$

$

)

$

Diluted

$

$

$

$

)

$

Weighted average common shares outstanding:

Basic

Diluted

5

ON SEMICONDUCTOR CORPORATION

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in millions)

Assets

Cash and cash equivalents

$

$

$

Short-term investments

Receivables, net

Inventories

Assets held-for-sale

Other current assets

Total current assets

Property, plant and equipment, net

Goodwill

Intangible assets, net

Deferred tax assets

ROU financing lease assets

Other assets

Total assets

$

$

$

Liabilities and Stockholders’ Equity

Accounts payable

$

$

$

Accrued expenses and other current liabilities

Current portion of financing lease liabilities

Total current liabilities

Long-term debt

Deferred tax liabilities

Long-term financing lease liabilities

Other long-term liabilities

Total liabilities

ON Semiconductor Corporation stockholders’ equity:

Common stock

Additional paid-in capital

Accumulated other comprehensive loss

)

)

)

Accumulated earnings

Less: Treasury stock, at cost

)

)

)

Total ON Semiconductor Corporation stockholders’ equity

Non-controlling interest

Total stockholders’ equity

Total liabilities and stockholders’ equity

$

$

$

6

ON SEMICONDUCTOR CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

Quarters Ended

Nine Months Ended

October 3,

October 3,

Cash flows from operating activities:

Net income (loss)

$

$

$

$

)

$

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization

(Gain) loss on sale and disposal of fixed assets

)

)

)

Amortization of debt discount and issuance costs

Share-based compensation

Non-cash asset impairment charges

—

Change in deferred tax balances

)

)

)

)

)

Other

)

Changes in assets and liabilities

)

)

)

Net cash provided by operating activities

Cash flows from investing activities:

Payments for acquisition of property, plant, and equipment

)

)

)

)

)

Proceeds from sale of property, plant and equipment

Purchase of short-term investments

)

)

)

)

)

Proceeds from the maturity of short-term investments

Purchase of a business, net of cash acquired

—

—

)

)

)

Other

)

—

—

)

)

Net cash used in investing activities

)

)

)

)

)

Cash flows from financing activities:

Proceeds for the issuance of common stock under the ESPP

Payment of tax withholding for RSUs

)

)

)

)

)

Repurchase of common stock

)

)

)

)

)

Payment of finance lease obligations

)

)

)

)

)

Other

)

—

—

)

—

Net cash used in financing activities

)

)

)

)

)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

)

)

Net increase (decrease) in cash, cash equivalents and restricted cash

)

)

)

)

Beginning cash, cash equivalents and restricted cash

Ending cash, cash equivalents and restricted cash

$

$

$

$

$

7

ON SEMICONDUCTOR CORPORATION

RECONCILIATION OF GAAP VERSUS NON-GAAP DISCLOSURES

(in millions, except per share and percentage data)

Quarters Ended

Nine Months Ended

October 3,

October 3,

Reconciliation of GAAP to non-GAAP gross profit:

GAAP gross profit

$

$

$

$

$

Special items:

a)

Restructuring-related inventory and other charges

—

)

—

—

b)

Amortization of intangible assets

c)

Amortization of fair market value step-up of inventory

—

—

Total special items

Non-GAAP gross profit

$

$

$

$

$

Reconciliation of GAAP to non-GAAP gross margin:

GAAP gross margin

%

%

%

%

%

Special items:

a)

Restructuring-related inventory and other charges

—

%

)%

—

%

%

—

%

b)

Amortization of intangible assets

%

%

%

%

%

c)

Amortization of fair market value step-up of inventory

—

%

%

—

%

—

%

—

%

Total special items

%

%

%

%

%

Non-GAAP gross margin

%

%

%

%

%

Reconciliation of GAAP to non-GAAP operating expenses:

GAAP operating expenses

$

$

$

$

$

Special items:

a)

Amortization of intangible assets

)

)

)

)

)

b)

Restructuring, asset impairments and other charges, net

)

)

)

)

)

c)

Third-party acquisition and divestiture-related costs

)

)

)

)

)

Total special items

)

)

)

)

)

Non-GAAP operating expenses

$

$

$

$

$

Reconciliation of GAAP to non-GAAP operating income:

GAAP operating income (loss)

$

$

$

$

)

$

Special items:

a)

Restructuring-related inventory and other charges

—

)

—

—

b)

Amortization of intangible assets

c)

Restructuring, asset impairments and other charges, net

d)

Third-party acquisition and divestiture-related costs

e)

Amortization of fair market value step-up of inventory

—

—

Total special items

Non-GAAP operating income

$

$

$

$

$

Reconciliation of GAAP to non-GAAP operating margin (operating income / revenue):

GAAP operating margin

%

%

%

)%

%

Special items:

a)

Restructuring related inventory and other charges

—

%

)%

—

%

%

—

%

b)

Amortization of intangible assets

%

%

%

%

%

c)

Restructuring, asset impairments and other charges, net

%

%

%

%

%

d)

Third-party acquisition and divestiture-related costs

%

—

%

%

%

%

e)

Amortization of fair market value step-up of inventory

—

%

%

—

%

—

%

—

%

Total special items

%

%

%

%

%

Non-GAAP operating margin

%

%

%

%

%

Reconciliation of GAAP to non-GAAP income before income taxes:

GAAP income (loss) before income taxes

$

$

$

$

)

$

Special items:

a)

Restructuring-related inventory and other charges

—

)

—

—

b)

Amortization of intangible assets

8

ON SEMICONDUCTOR CORPORATION

RECONCILIATION OF GAAP VERSUS NON-GAAP DISCLOSURES (Continued)

(in millions, except per share and percentage data)

Quarters Ended

Nine Months Ended

October 3,

October 3,

c)

Restructuring, asset impairments and other charges, net

d)

Third-party acquisition and divestiture-related costs

e)

Amortization of fair market value step-up of inventory

—

—

Total special items

Non-GAAP income before income taxes

$

$

$

$

$

Reconciliation of GAAP to non-GAAP net income attributable to ON Semiconductor Corporation:

GAAP net income (loss) attributable to ON Semiconductor Corporation

$

$

$

$

)

$

Special items:

a)

Restructuring-related inventory and other charges

—

)

—

—

b)

Amortization of intangible assets

c)

Restructuring, asset impairments and other charges, net

d)

Third-party acquisition and divestiture-related costs

e)

Amortization of fair market value step-up of inventory

—

—

f)

Adjustment to Income taxes

)

)

)

)

)

Total special items

Non-GAAP net income attributable to ON Semiconductor Corporation

$

$

$

$

$

GAAP net income (loss) for diluted earnings per share

$

$

$

$

)

$

Non-GAAP net income for diluted earnings per share

$

$

$

$

$

Reconciliation of GAAP to non-GAAP diluted shares outstanding:

GAAP diluted shares outstanding

Special items:

a)

Less: dilutive shares attributable to convertible notes

—

—

)

—

)

b)

Add: dilutive shares attributable to share-based awards

—

—

—

—

Total special items

—

—

)

)

Non-GAAP diluted shares outstanding

Non-GAAP diluted earnings per share:

Non-GAAP net income for diluted earnings per share

$

$

$

$

$

Non-GAAP diluted shares outstanding

Non-GAAP diluted earnings per share

$

$

$

$

$

Reconciliation of net cash provided by operating activities to free cash flow:

Net cash provided by operating activities

$

$

$

$

$

Special items:

a)

Payments for acquisition of property, plant and equipment

)

)

)

)

)

Total special items

)

)

)

)

)

Free cash flow

$

$

$

$

$

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

FREE CASH FLOW

Quarters Ended

October 3,

Last Twelve

Months

Net cash provided by operating activities

$

$

$

$

$

Payments for acquisition of property, plant and equipment

)

)

)

)

)

Free cash flow

$

$

$

$

$

Revenue

$

$

$

$

$

9

ON SEMICONDUCTOR CORPORATION

RECONCILIATION OF GAAP VERSUS NON-GAAP DISCLOSURES (Continued)

(in millions, except per share and percentage data)

SHARE-BASED COMPENSATION

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

Quarters Ended

Nine Months Ended

October 3,

October 3,

Cost of revenue

$

$

$

$

$

Research and development

Selling and marketing

General and administrative

Total share-based compensation

$

$

$

$

$

SUPPLEMENTAL FINANCIAL DATA

Quarters Ended

Nine Months Ended

October 3,

October 3,

Net cash provided by operating activities

$

$

$

$

$

Free cash flow

$

$

$

$

$

Cash paid for income taxes

$

$

$

$

$

Depreciation and amortization

$

$

$

$

$

Less: Amortization of intangible assets

Depreciation and amortization (excl. amortization of intangible assets)

$

$

$

$

$

NON-GAAP MEASURES

To supplement the consolidated financial results prepared in accordance with GAAP, onsemi uses certain non-GAAP 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 value step-up, inventory valuation adjustments, in-process research and development expenses, restructuring, asset impairments and other, net, goodwill impairment charges, gains and losses on debt prepayment, non-cash 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 these non-GAAP measures internally to make strategic decisions, forecast future results and evaluate onsemi’s current performance. In addition, the Company believes that most analysts covering onsemi use the non-GAAP measures to evaluate onsemi’s performance. Given management’s and other relevant parties’ use of these non-GAAP measures, onsemi believes these measures are important to investors in understanding onsemi’s current and future operating results as seen through the eyes of management. In addition, management believes these non-GAAP measures are useful to investors in enabling them to better assess changes in onsemi’s core business across different time periods. These non-GAAP measures are not prepared in accordance with, and should not be considered alternatives or necessarily superior to, GAAP financial data and may be different from non-GAAP measures used by other companies. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures, even if they have similar names.

Non-GAAP Gross Profit and Gross Margin

The use of non-GAAP gross profit and gross margin allows management to evaluate, among other things, the gross profit and gross margin of the Company’s core businesses and trends across different reporting periods on a consistent basis, independent of non-cash and non-recurring items including, generally speaking, restructuring-related cost of revenue charges, amortization of intangible assets, amortization of appraised inventory fair market value step-up, impact of business wind down and non-recurring facility costs. In addition, it is an important component of management’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 operating performance independent of certain non-cash items and the effects of certain variables unrelated to our overall operating performance.

Non-GAAP Operating Income and Operating Margin

The use of non-GAAP operating income and operating margin allows management to evaluate, among other things, the operating income and operating margin of the Company’s core businesses and trends across different reporting periods on a consistent basis, independent of non-cash and non-recurring items including, generally speaking, restructuring-related cost of revenue charges, expensing of appraised inventory fair market value step-up, impact of business wind down, non-recurring facility costs, 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 management’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 operating performance independent of certain non-cash items and the effects of certain variables unrelated to our overall operating performance.

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

The use of non-GAAP net income attributable to ON Semiconductor Corporation and non-GAAP diluted earnings per share allows management to evaluate the operating results of onsemi’s core businesses and trends across different reporting periods on a consistent basis, independent of non-cash 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 value 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 management’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. Beginning in 2026 and for subsequent periods, we will utilize a normalized non-GAAP effective tax rate of 15%. 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 onsemi’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.

NON-GAAP MEASURES (Continued)

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 management’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 Company’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.