Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 09, 2022 | Jul. 02, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39317 | ||
Entity Registrant Name | ON SEMICONDUCTOR CORP | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 36-3840979 | ||
Entity Address, Address Line One | 5005 E. McDowell Road | ||
Entity Address, City or Town | Phoenix | ||
Entity Address, State or Province | AZ | ||
Entity Address, Postal Zip Code | 85008 | ||
City Area Code | 602 | ||
Local Phone Number | 244-6600 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | ON | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 16,502,024,002 | ||
Entity Common Stock, Shares Outstanding | 432,497,822 | ||
Documents Incorporated by Reference | Documents Incorporated by Reference Portions of the registrant's Definitive Proxy Statement relating to its 2022 Annual Meeting of Stockholders, which is expected to be filed pursuant to Regulation 14A within 120 days after the registrant's fiscal year ended December 31, 2021, are incorporated by reference into Part III of this Form 10-K. | ||
Entity Central Index Key | 0001097864 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 238 |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Phoenix, Arizona |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 1,352.6 | $ 1,080.7 |
Receivables, net | 809.4 | 676 |
Inventories | 1,379.5 | 1,251.4 |
Other current assets | 240.1 | 176 |
Total current assets | 3,781.6 | 3,184.1 |
Property, plant and equipment, net | 2,524.3 | 2,512.3 |
Goodwill | 1,937.5 | 1,663.4 |
Intangible assets, net | 495.7 | 469 |
Deferred tax assets | 366.3 | 429 |
Other assets | 520.6 | 410.2 |
Total assets | 9,626 | 8,668 |
Liabilities, Non-Controlling Interest and Stockholders’ Equity | ||
Accounts payable | 635.1 | 572.9 |
Accrued expenses and other current liabilities | 747.6 | 570 |
Current portion of long-term debt | 160.7 | 531.6 |
Total current liabilities | 1,543.4 | 1,674.5 |
Long-term debt | 2,913.9 | 2,959.7 |
Deferred tax liabilities | 43.2 | 57.3 |
Other long-term liabilities | 521.1 | 418.4 |
Total liabilities | 5,021.6 | 5,109.9 |
Commitments and contingencies (Note 13) | ||
ON Semiconductor Corporation stockholders’ equity: | ||
Common stock ($0.01 par value, 1,250,000,000 shares authorized, 603,044,079 and 570,766,439 shares issued, 432,472,818 and 411,842,629 shares outstanding, respectively) | 6 | 5.7 |
Additional paid-in capital | 4,633.3 | 4,133.1 |
Accumulated other comprehensive loss | (40.6) | (57.6) |
Accumulated earnings | 2,435.1 | 1,425.5 |
Less: Treasury stock, at cost; 170,571,261 and 158,923,810 shares, respectively | (2,448.4) | (1,968.2) |
Total ON Semiconductor Corporation stockholders’ equity | 4,585.4 | 3,538.5 |
Non-controlling interest | 19 | 19.6 |
Total stockholders' equity | 4,604.4 | 3,558.1 |
Total liabilities and stockholders' equity | $ 9,626 | $ 8,668 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Stockholders' Equity: | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,250,000,000 | 1,250,000,000 |
Common stock, shares issued (in shares) | 603,044,079 | 570,766,439 |
Common stock, shares outstanding (in shares) | 432,472,818 | 411,842,629 |
Treasury stock, shares (in shares) | 170,571,261 | 158,923,810 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenue | $ 6,739.8 | $ 5,255 | $ 5,517.9 |
Cost of revenue (exclusive of amortization shown below) | 4,025.5 | 3,539.2 | 3,544.3 |
Gross profit | 2,714.3 | 1,715.8 | 1,973.6 |
Operating expenses: | |||
Research and development | 655 | 642.9 | 640.9 |
Selling and marketing | 293.6 | 278.7 | 301 |
General and administrative | 304.8 | 258.7 | 284 |
Litigation settlement | 0 | 0 | 169.5 |
Amortization of acquisition-related intangible assets | 99 | 120.3 | 115.2 |
Restructuring, asset impairments and other charges, net | 71.4 | 65.2 | 28.7 |
Intangible asset impairment | 2.9 | 1.3 | 1.6 |
Total operating expenses | 1,426.7 | 1,367.1 | 1,540.9 |
Operating income | 1,287.6 | 348.7 | 432.7 |
Other income (expense), net: | |||
Interest expense | (130.4) | (168.4) | (148.3) |
Interest income | 1.4 | 4.9 | 10.2 |
Loss on debt refinancing and prepayment | (29) | 0 | (6.2) |
Gain on divestiture of business | 10.2 | 0 | 0 |
Other income (expense) | 18 | (8.6) | (11.8) |
Other income (expense), net | (129.8) | (172.1) | (156.1) |
Income before income taxes | 1,157.8 | 176.6 | 276.6 |
Income tax (provision) benefit | (146.6) | 59.8 | (62.7) |
Net income | 1,011.2 | 236.4 | 213.9 |
Less: Net income attributable to non-controlling interest | (1.6) | (2.2) | (2.2) |
Net income attributable to ON Semiconductor Corporation | 1,009.6 | 234.2 | 211.7 |
Comprehensive income (loss), net of tax: | |||
Net income | 1,011.2 | 236.4 | 213.9 |
Foreign currency translation adjustments | (3.8) | 1.8 | 0.1 |
Effects of cash flow hedges | 20.8 | (5.1) | (16.5) |
Other comprehensive income (loss), net of tax | 17 | (3.3) | (16.4) |
Comprehensive income | 1,028.2 | 233.1 | 197.5 |
Comprehensive income attributable to non-controlling interest | (1.6) | (2.2) | (2.2) |
Comprehensive income attributable to ON Semiconductor Corporation | $ 1,026.6 | $ 230.9 | $ 195.3 |
Net income per share of common stock attributable to ON Semiconductor Corporation: | |||
Basic (in dollars per share) | $ 2.37 | $ 0.57 | $ 0.52 |
Diluted (in dollars per share) | $ 2.27 | $ 0.56 | $ 0.51 |
Weighted-average shares of common stock outstanding: | |||
Basic (in shares) | 425.7 | 410.7 | 410.9 |
Diluted (in shares) | 443.8 | 418.8 | 416 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Millions | Total | 1.00% NotesConvertible Debt | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital1.00% NotesConvertible Debt | Accumulated Other Comprehensive Loss | Accumulated (Deficit) Earnings | Treasury Stock | Treasury Stock1.00% NotesConvertible Debt | Non-Controlling Interest |
Balance, beginning (in shares) at Dec. 31, 2018 | 558,701,620 | (144,867,393) | ||||||||
Balance, beginning at Dec. 31, 2018 | $ 3,194.1 | $ 5.6 | $ 3,702.3 | $ (37.9) | $ 979.6 | $ (1,478) | $ 22.5 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock option exercises (in shares) | 266,363 | |||||||||
Stock option exercises | 1.7 | 1.7 | ||||||||
Shares issued pursuant to the ESPP (in shares) | 1,666,559 | |||||||||
Shares issued pursuant to the ESPP | 26.2 | 26.2 | ||||||||
RSUs and stock grant awards issued (in shares) | 4,928,065 | |||||||||
RSUs and stock grant awards issued | 0 | $ 0.1 | (0.1) | |||||||
Payment of tax withholding for RSUs (in shares) | (1,620,543) | |||||||||
Payment of tax withholding for RSUs | (33.5) | $ (33.5) | ||||||||
Share-based compensation | $ 79.4 | 79.4 | ||||||||
Repurchase of common stock and repurchase of shares under bond hedges (in shares) | (7,800,000) | (7,762,007) | ||||||||
Repurchase of common stock and repurchase of shares under bond hedges | $ (139) | $ (139) | ||||||||
Dividend to non-controlling shareholder | (2.3) | (2.3) | ||||||||
Comprehensive income (loss) | 197.5 | (16.4) | 211.7 | 2.2 | ||||||
Balance, ending (in shares) at Dec. 31, 2019 | 565,562,607 | (154,249,943) | ||||||||
Balance, ending at Dec. 31, 2019 | 3,324.1 | $ 5.7 | 3,809.5 | (54.3) | 1,191.3 | $ (1,650.5) | 22.4 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock option exercises (in shares) | 5,625 | |||||||||
Stock option exercises | 0 | |||||||||
Shares issued pursuant to the ESPP (in shares) | 1,838,256 | |||||||||
Shares issued pursuant to the ESPP | 23.6 | 23.6 | ||||||||
RSUs and stock grant awards issued (in shares) | 3,359,951 | |||||||||
RSUs and stock grant awards issued | 0 | |||||||||
Payment of tax withholding for RSUs (in shares) | (1,062,377) | |||||||||
Payment of tax withholding for RSUs | (20) | $ (20) | ||||||||
Share-based compensation | $ 67.7 | 67.7 | ||||||||
Repurchase of common stock and repurchase of shares under bond hedges (in shares) | (3,600,000) | (3,611,413) | (11,823,348) | |||||||
Repurchase of common stock and repurchase of shares under bond hedges | $ (65.4) | $ 0 | $ 321 | $ (65.4) | $ (321) | |||||
Dividend to non-controlling shareholder | (5) | (5) | ||||||||
Shares issued to settle excess over principal for 1.00% Notes | 0 | (88.7) | $ 88.7 | |||||||
Shares issued to settle excess over principal for 1.00% Notes (in shares) | 11,823,271 | |||||||||
Comprehensive income (loss) | 233.1 | (3.3) | 234.2 | 2.2 | ||||||
Balance, ending (in shares) at Dec. 31, 2020 | 570,766,439 | (158,923,810) | ||||||||
Balance, ending at Dec. 31, 2020 | 3,558.1 | $ 5.7 | 4,133.1 | (57.6) | 1,425.5 | $ (1,968.2) | 19.6 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock option exercises (in shares) | 4,000 | |||||||||
Stock option exercises | 0 | |||||||||
Shares issued pursuant to the ESPP (in shares) | 724,223 | |||||||||
Shares issued pursuant to the ESPP | 23.5 | 23.5 | ||||||||
RSUs and stock grant awards issued (in shares) | 3,037,866 | |||||||||
RSUs and stock grant awards issued | 0 | |||||||||
Shares issued for warrants exercise - 1.00% Notes (in shares) | 13,424,951 | |||||||||
Shares issued for warrants exercise - 1.00% Notes | 0 | $ 0.1 | (0.1) | |||||||
Partial settlement - 1.625% Notes (in shares) | 7,004,663 | |||||||||
Partial settlement - 1.625% Notes | (142.3) | $ 0.1 | (142.4) | |||||||
Partial settlement of warrants - 1.625% Notes (in shares) | 8,081,937 | |||||||||
Partial settlement of warrants - 1.625% Notes | 0 | $ 0.1 | (0.1) | |||||||
Partial settlement of bond hedges - 1.625% Notes | 0 | 441.3 | $ (441.3) | |||||||
Partial settlement of bond hedges - 1.625% Notes (in shares) | (10,701,920) | |||||||||
Equity component - 0% Notes | 136.6 | 136.6 | ||||||||
Warrant and bond hedges, net - 0% Notes | (66.5) | (66.5) | ||||||||
Tax impact of convertible notes, warrants and bond hedges, net | 6.6 | 6.6 | ||||||||
Payment of tax withholding for RSUs (in shares) | (945,531) | |||||||||
Payment of tax withholding for RSUs | (38.9) | $ (38.9) | ||||||||
Share-based compensation | $ 101.3 | 101.3 | ||||||||
Repurchase of common stock and repurchase of shares under bond hedges (in shares) | 0 | |||||||||
Dividend to non-controlling shareholder | $ (2.2) | (2.2) | ||||||||
Comprehensive income (loss) | 1,028.2 | 17 | 1,009.6 | 1.6 | ||||||
Balance, ending (in shares) at Dec. 31, 2021 | 603,044,079 | (170,571,261) | ||||||||
Balance, ending at Dec. 31, 2021 | $ 4,604.4 | $ 6 | $ 4,633.3 | $ (40.6) | $ 2,435.1 | $ (2,448.4) | $ 19 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - Convertible Debt | Dec. 31, 2021 | Dec. 14, 2021 | May 19, 2021 | May 11, 2021 | May 10, 2021 | Apr. 02, 2021 | Dec. 31, 2020 | Dec. 01, 2020 |
1.00% Notes | ||||||||
Debt instrument, interest rate | 1.00% | 1.00% | 1.00% | 1.00% | ||||
1.625% Notes | ||||||||
Debt instrument, interest rate | 1.625% | 1.625% | 1.625% | 1.625% | 1.625% | 1.625% | ||
0% Notes | ||||||||
Debt instrument, interest rate | 0.00% |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income | $ 1,011.2 | $ 236.4 | $ 213.9 |
Adjustments to reconcile net income to net cash provided by operating activities and other adjustments: | |||
Depreciation and amortization | 596.7 | 625.1 | 593.1 |
Gain on divestiture of business | (10.2) | 0 | 0 |
Loss on debt refinancing and prepayment | 29 | 0 | 6.2 |
Amortization of debt discount and issuance costs | 10.7 | 12.1 | 13 |
Share-based compensation | 101.3 | 67.7 | 79.4 |
Non-cash interest on convertible notes | 24.7 | 38.2 | 37.8 |
Non-cash asset impairment charges | 10.8 | 18.8 | 5 |
Change in deferred tax balances | 62.4 | (122.6) | 11.2 |
Other | 4.3 | 7.3 | 1.8 |
Changes in assets and liabilities (exclusive of the impact of acquisitions and divestitures): | |||
Receivables | (136.3) | 31.4 | 4.7 |
Inventories | (122.8) | (26.3) | 34.6 |
Other assets | (22.9) | (60) | (34.6) |
Accounts payable | 70.7 | 34.2 | (79.9) |
Accrued expenses and other current liabilities | 123.9 | (18.5) | (201.7) |
Other long-term liabilities | 28.5 | 40.5 | 10.2 |
Net cash provided by operating activities | 1,782 | 884.3 | 694.7 |
Cash flows from investing activities: | |||
Purchase of property, plant and equipment | (444.6) | (383.6) | (534.6) |
Deposits and proceeds from sale of property, plant and equipment | 14 | 6.3 | 1.9 |
Deposits utilized (made) for purchases of property, plant and equipment | (47.4) | 2.2 | 4.6 |
Purchase of business, net of cash acquired | (399.4) | (4.5) | (888) |
Divestiture of business, net of cash transferred and proceeds from escrow | 7 | 0 | 5.2 |
Purchase of available for sale securities | (48.9) | 0 | 0 |
Proceeds from sale or maturity of available-for-sale securities | 4.2 | 0 | 0 |
Settlement of purchase price from previous acquisition | 0 | 26 | 0 |
Purchase of license and deposit made for manufacturing facility | 0 | (100) | (100) |
Net cash used in investing activities | (915.1) | (453.6) | (1,510.9) |
Cash flows from financing activities: | |||
Proceeds for the issuance of common stock under the ESPP | 23.5 | 23.6 | 26.2 |
Proceeds from exercise of stock options | 0 | 0 | 1.7 |
Payments of tax withholding for RSUs | (38.9) | (20) | (33.5) |
Repurchase of common stock | 0 | (65.4) | (139) |
Issuance and borrowings under debt agreements | 787.3 | 1,858 | 1,404.8 |
Reimbursement of debt issuance costs | 2.7 | 0 | 0 |
Payment of debt issuance and other financing costs | (3.8) | (2.4) | (24) |
Repayment of borrowings under debt agreements | (1,270.5) | (2,023.9) | (594.4) |
Release of escrow related to prior acquisition | 0 | 0 | (10.4) |
Payment of finance lease obligations | 0 | 0 | (0.8) |
Payment for purchase of bond hedges | (160.3) | 0 | 0 |
Proceeds from issuance of warrants | 93.8 | 0 | 0 |
Payments related to prior acquisition | (3.2) | (8.9) | (5.2) |
Dividend to non-controlling shareholder | 0 | (5) | (2.3) |
Net cash provided by (used in) financing activities | (569.4) | (244) | 623.1 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (1.3) | 0.6 | 0.2 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 296.2 | 187.3 | (192.9) |
Cash, cash equivalents and restricted cash, beginning of period (Note 18) | 1,081.5 | 894.2 | 1,087.1 |
Cash, cash equivalents and restricted cash, end of period (Note 18) | $ 1,377.7 | $ 1,081.5 | $ 894.2 |
Background and Basis of Present
Background and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Basis of Presentation | Note 1: Background and Basis of Presentation ON Semiconductor Corporation, together with its wholly and majority-owned subsidiaries (the "Company"), prepares its consolidated financial statements in accordance with GAAP. As of December 31, 2021, the Company was organized into three operating segments, which also represent its three reportable segments: PSG, ASG and ISG. Unless otherwise noted, all dollar amounts are in millions, except per share amounts. Certain reclassifications have been made to prior period amounts to conform to current-period presentation. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2: Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the assets, liabilities, revenue and expenses of all wholly-owned and majority-owned subsidiaries over which the Company exercises control and, when applicable, entities in which the Company has a controlling financial interest or is the primary beneficiary. Investments in affiliates where the Company does not exert a controlling financial interest are not consolidated. All intercompany balances and transactions have been eliminated. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Management evaluates these estimates and judgments on an ongoing basis and bases its estimates on experience, current and expected future conditions, third-party evaluations and various other assumptions that management believes are reasonable under the circumstances. Significant estimates have been used by management in conjunction with the following: (i) future payouts for customer incentives and amounts subject to allowances and returns; (ii) valuation and obsolescence relating to inventories; (iii) measurement of valuation allowances against deferred tax assets, and evaluations of uncertain tax positions; and (iv) assumptions used in business combinations. Additionally, during periods where it becomes applicable, significant estimates will be used by management in determining the future cash flows used to assess and test for impairment of long-lived assets and goodwill. Actual results may differ from the estimates and assumptions used in the consolidated financial statements. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, demand deposits and highly liquid investments with original maturities at the time of purchase of three months or less. The Company maintains amounts on deposit at various financial institutions, which may at times exceed federally insured limits. However, management periodically evaluates the credit-worthiness of those institutions and has not experienced any losses on such deposits. Inventories Inventories are stated at the lower of standard cost (which approximates actual cost on a first-in, first-out basis) or net realizable value. General market conditions, as well as the Company's design activities, can cause certain of its products to become obsolete. The Company writes down excess and obsolete inventories based upon a regular analysis of inventory on hand compared to historical and projected end-user demand. The determination of projected end-user demand requires the use of estimates and assumptions related to projected unit sales for each product. These write downs can influence results from operations. For example, when demand for a given part falls, all or a portion of the related inventory that is considered to be in excess of anticipated demand is written down, impacting cost of revenue and gross profit. However, the majority of product inventory that has been previously written down is ultimately discarded. Although the Company does sell some products that have previously been written down, such sales have historically been consistently insignificant and the related impact on the Company's gross profit has also been insignificant. Property, Plant and Equipment Property, plant and equipment are recorded at cost and are depreciated over estimated useful lives of 30 years for buildings and 3-10 years for computers, machinery and equipment using straight-line methods. Expenditures for maintenance and repairs are charged to operations in the period in which the expense is incurred. When assets are retired or otherwise disposed of, the related costs and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in operations in the period realized. The Company evaluates the recoverability of the carrying amount of its property, plant and equipment whenever events or changes in circumstances indicate that the carrying value of an asset group may not be fully recoverable. A potential impairment charge is evaluated when the undiscounted expected cash flows derived from an asset group are less than its carrying amount. Impairment losses, if applicable, are measured as the amount by which the carrying value of an asset group exceeds its fair value. Judgment is used when applying these impairment rules to determine the timing of the impairment test, the undiscounted cash flows used to assess impairments and the fair value of the asset group. Business Combination Purchase Price Allocation The allocation of the purchase price of business combinations is based on management estimates and assumptions, which utilize established valuation techniques appropriate for the technology industry. These techniques include the income approach, cost approach or market approach, depending upon which approach is the most appropriate based on the nature and reliability of available data. Management records the acquired assets and liabilities at fair value. If the income approach is used, the fair value determination is predicated upon the value of the future cash flows that an asset is expected to generate over its economic life. The cost approach takes into account the cost to replace (or reproduce) the asset and the effects on the asset's value of physical, functional and/or economic obsolescence that has occurred with respect to the asset. The market approach is used to estimate value from an analysis of actual market transactions or offerings for economically comparable assets available as of the valuation date. Determining the fair value of acquired technology assets is judgmental in nature and requires the use of significant estimates and assumptions, including the discount rate, revenue growth rates, projected gross margins, and estimated research and development and other operating expenses. Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in a business combination. The Company evaluates its goodwill for impairment annually during the fourth quarter and whenever events or changes in circumstances indicate the carrying value of a reporting unit may not be recoverable. The Company’s divisions are one level below the operating segments, constituting individual businesses, at which level the Company’s segment management conducts regular reviews of the operating results. The Company's divisions, either individually or in a combination, constitute reporting units for purposes of allocating and testing goodwill. The Company's impairment evaluation consists of a qualitative assessment. If this assessment indicates that it is more likely than not the estimated fair value of a reporting unit exceeds its carrying value, goodwill is not considered impaired. Otherwise, a quantitative impairment test is performed by comparing the fair value of a reporting unit to its carrying value, including goodwill. The Company can bypass the qualitative assessment for any period and proceed directly to the quantitative impairment test. If the carrying value of the net assets associated with the reporting unit exceeds the fair value of the reporting unit, goodwill is considered impaired and will be determined as the amount by which the reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Determining the fair value of the Company's reporting units is subjective in nature and involves the use of significant estimates and assumptions, including projected net cash flows, discount rates and long-term growth rates. The Company determines the fair value of its reporting units based on an income approach derived from the present value of estimated future cash flows. The assumptions about estimated cash flows include factors such as future revenue, gross profit, operating expenses and industry trends. The Company considers historical rates and current market conditions when determining the discount and long-term growth rates to use in its analysis. The Company considers other valuation methods, such as the cost approach or market approach, if it is determined that these methods provide a more representative approximation of fair value. Intangible Assets The Company's acquisitions have resulted in intangible assets consisting of values assigned to customer relationships, patents, developed technology, licenses, and trademarks, which are considered long-lived assets and are stated at cost less accumulated amortization. These intangible assets, which are considered long-lived assets are amortized over their estimated useful lives and are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset group containing these assets may not be recoverable. Leases The Company determines if an arrangement is a lease at its inception. Operating and financing lease arrangements are comprised primarily of real estate and equipment agreements for which the right-of-use ("ROU") assets are included in other assets and the corresponding lease liabilities, depending on their maturity, are included in accrued expenses and other current liabilities or other long-term liabilities in the Consolidated Balance Sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The lease term includes options to extend the lease when it is reasonably certain that the option will be exercised. Leases with a term of 12 months or less are not recorded on the Consolidated Balance Sheet. The Company uses its estimated incremental borrowing rate in determining the present value of lease payments considering the term of the lease, which is derived from information available at the lease commencement date, giving consideration to publicly available data for instruments with similar characteristics. The Company accounts for the lease and non-lease components as a single lease component. Debt Issuance Costs Debt issuance costs for the Company's Revolving Credit Facility are capitalized and amortized over the term of the facility on a straight-line basis. Amortization is included in interest expense while the unamortized balance is included in other assets. Debt issuance costs for the Company's convertible notes, senior notes and term debt are recorded as a direct deduction from the carrying amounts of such debt, consistent with debt discounts, and are amortized over their term using the effective interest method. Amortization is included in interest expense. Contingencies The Company is involved in a variety of legal matters, IP matters, environmental, financing and indemnification contingencies that arise in the ordinary course of business. Based on the information available, management evaluates the relevant range and likelihood of potential outcomes and records the appropriate liability when the amount is deemed probable and reasonably estimable. Treasury Stock Treasury stock is recorded at cost, inclusive of fees, commissions and other expenses, when outstanding common shares are repurchased, bond hedges issued in connection with the convertible notes are settled and when outstanding shares are withheld to satisfy tax withholding obligations in connection with certain shares pursuant to RSUs under the Company's share-based compensation plans. Re-issuance of shares held in treasury stock is accounted for on a first-in, first-out basis. Revenue Recognition The Company generates revenue from sales of its semiconductor products to direct customers and distributors. The Company also generates revenue, to a much lesser extent, from product development agreements and manufacturing services provided to customers. Revenue is recognized when the Company satisfies a performance obligation in an amount reflecting the consideration to which it expects to be entitled. For sales agreements, the Company has identified the promise to transfer products, each of which is distinct, as the performance obligation. For product development agreements, the Company has identified the completion of a service defined in the agreement as the performance obligation. The Company applies a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when the performance obligation is satisfied. Sales agreements with customers are renewable periodically and contain terms and conditions with respect to payment, delivery, warranty and supply. In the absence of a sales agreement, the Company’s standard terms and conditions apply. The Company considers the customer purchase orders, governed by sales agreements or the Company’s standard terms and conditions, to be the contract with the customer. The Company evaluates certain factors including the customer’s ability to pay (or credit risk). The Company allocates the transaction price to each distinct product based on its relative stand-alone selling price. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. The Company’s direct customers do not have the right to return products, other than pursuant to the provisions of the Company’s standard warranty. Sales to distributors, however, are typically made pursuant to agreements that provide return rights and stock rotation provisions permitting limited levels of product returns. Sales to certain distributors, primarily those with ship and credit rights, can also be subject to price adjustment on certain products. Although payment terms vary, most distributor agreements require payment within 30 days. In addition, the Company offers cash discounts to certain customers for payments received within an agreed upon time, generally ten days after shipment, which is recorded as a reduction to revenue. The Company recognizes revenue from sales agreements upon transferring control of a product to the customer, which typically occurs when products are shipped or delivered, depending on the delivery terms, or when products that are consigned at customer locations are consumed. The Company recognizes revenue from product development agreements over time based on the cost-to-cost method. Revenue is also recognized over time for products with no alternative use and an enforceable right to payment as they are manufactured, which represents a contract asset. The Company can receive cash payments from customers in advance of the Company’s performance obligation being satisfied, which represents a contract liability. Contract liabilities are recognized as revenue when the performance obligations are satisfied. Sales returns and allowances, which include ship and credit reserves for distributors, are estimated based on historical claims data and expected future claims. Provisions for discounts and rebates to customers, estimated returns and allowances, ship and credit claims and other adjustments are provided for in the same period the related revenue are recognized, and are netted against revenue. Frequently, the Company receives orders with multiple delivery dates that may extend across reporting periods. Each delivery constitutes an individual performance obligation, which consists of transferring control of the products to the customers based on their stand-alone selling price. The Company invoices the customer for each delivery upon shipment and recognizes revenue in accordance with delivery terms. As scheduled delivery dates are within one year, revenue allocated to future shipments of partially completed contracts are not disclosed. The Company records freight and handling costs associated with outbound freight after control over a product has transferred to a customer as a fulfillment cost and includes it in cost of revenue. Taxes assessed by government authorities on revenue-producing transactions, including value-added and excise taxes, are presented on a net basis (excluded from revenue). The Company generally warrants that products sold to its customers will, at the time of shipment, be free from defects in workmanship and materials and conform to specifications. The Company’s standard warranty extends for a period of two years from the date of delivery, except in the case of image sensor products, which are warrantied for one year from the date of delivery. At the time revenue is recognized, the Company establishes an accrual for estimated warranty expenses associated with its sales and records them as a component of the cost of revenue. Research and Development Costs Research and development costs are expensed as incurred. Income Taxes Income taxes are accounted for using the asset and liability method. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for those deferred tax assets for which management cannot conclude that it is more likely than not that such deferred tax assets will be realized. In determining the amount of the valuation allowance, estimated future taxable income, feasible tax planning strategies, future reversals of existing temporary differences and taxable income in prior carryback years, if a carryback is permitted, are considered. If the Company determines it is more likely than not that all or a portion of the remaining deferred tax assets will not be realized, the valuation allowance will be increased with a charge to income tax expense. Conversely, if the Company determines it is more likely than not to be able to utilize all or a portion of the deferred tax assets for which a valuation allowance has been provided, the related portion of the valuation allowance will be recorded as a reduction to income tax expense. The Company recognizes and measures benefits for uncertain tax positions using a two-step approach. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that is it more likely than not that the tax positions will be sustained upon audit, including resolution of any related appeals or litigation processes. For tax positions that are more likely than not to be sustained upon audit, the second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon settlement. No tax benefit is recognized for tax positions that are not more likely than not to be sustained. The Company's practice is to recognize interest and/or penalties related to income tax matters in income tax expense. Significant judgment is required to evaluate uncertain tax positions. Evaluations are based upon a number of factors, including changes in facts or circumstances, changes in tax law, correspondence with tax authorities during the course of tax audits and effective settlement of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in significant increases or decreases in income tax expense in the period in which the change is made, which could have a significant impact to the Company's effective tax rate. Foreign Currencies Most of the Company's foreign subsidiaries conduct business primarily in U.S. dollars and, as a result, utilize the U.S. dollar as their functional currency. For the remeasurement of financial statements of these subsidiaries, assets and liabilities in foreign currencies that are receivable or payable in cash are remeasured at current exchange rates, while inventories and other non-monetary assets in foreign currencies are remeasured at historical rates. Gains and losses resulting from the remeasurement of such financial statements are included in the operating results, as are gains and losses incurred on foreign currency transactions. Some of the Company's Japanese subsidiaries utilize Japanese Yen as their functional currency. The assets and liabilities of these subsidiaries are translated at current exchange rates, while revenue and expenses are translated at the average rates in effect for the period. The related translation gains and losses are included in other comprehensive income or loss within the Consolidated Statements of Operations and Comprehensive Income. Defined Benefit Pension Plans The Company maintains defined benefit pension plans covering certain of its foreign employees. Net periodic pension costs and pension obligations are determined based on actuarial assumptions, including discount rates for plan obligations, assumed rates of return on pension plan assets and assumed rates of compensation increases for employees participating in plans. These assumptions are based upon management's judgment and consultation with actuaries, considering all known trends and uncertainties. The service cost component of the net periodic pension cost is allocated between the cost of revenue, research and development, selling and marketing and general and administrative line items, while the other components are included in other expense in the Consolidated Statements of Operations and Comprehensive Income. Fair Value Measurement The Company measures certain of its financial and non-financial assets at fair value by using the fair value hierarchy that prioritizes certain inputs into individual fair value measurement approaches. The fair value hierarchy, which is based on three levels of inputs, of which the first two are considered observable and the third, unobservable. The Company has elected not to carry any of its debt instruments at fair value. |
Revenue and Segment Information
Revenue and Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting, Measurement Disclosures [Abstract] | |
Revenue and Segment Information | Note 3: Revenue and Segment Information Revenue recognized for product sales amounted to $6,719.9 million, $5,227.8 million and $5,492.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. Revenue recognized for product development agreements amounted to $19.9 million, $27.2 million and $25.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. In connection with long-term supply arrangements, the Company received capacity payments and deposits of $57.1 million during the year ended December 31, 2021, which was recorded as a contract liability, and $11.5 million was recorded as a corresponding receivable. During the year ended December 31, 2021, the Company recognized an immaterial amount of revenue by satisfying the performance obligations associated with these contract liabilities, and the remaining balances amounting to $25.8 million and $30.0 million are recorded as current liabilities and other long-term liabilities, respectively, in the Consolidated Balance Sheet. The Company has not recorded any contract assets as of December 31, 2021. There were no corresponding amounts for the years ended and as of December 31, 2020 and December 31, 2019. A significant portion of the Company’s orders are firm commitments that are non-cancellable, including orders or contracts with a duration of less than one year. Certain of the Company’s customer contracts are multi-year agreements which includes firmly committed amounts for which the remaining performance obligations as of December 31, 2021 were approximately $8.6 billion (excluding the remaining performance obligations for contracts having a duration of one year or less). The Company expects to recognize approximately 25% of this amount as revenue during the next twelve months upon shipment of products under these contracts. Total sales estimates are based on negotiated contract prices and demand quantities, and could be influenced by manufacturing and supply chain constraints, among other things. Accordingly, the amount represented by remaining performance obligations may not be indicative of the actual revenue recognized for future periods. The Company is organized into three operating and reportable segments consisting of PSG, ASG and ISG. The operating costs of manufacturing facilities which service all business units are reflected in the segments' cost of revenue on the basis of product costs. Because operating segments are generally defined by the products they design and sell, they do not sell to each other. The Company does not allocate income taxes or interest expense to its operating segments as the operating segments are principally evaluated on gross profit. Additionally, restructuring, asset impairments and other charges, net and certain other operating expenses, which include corporate research and development costs and miscellaneous nonrecurring expenses are not allocated to segments. In addition to the operating and reportable segments, the Company also operates global operations, sales and marketing, information systems and finance and administration groups. A portion of the expenses for each of these groups are allocated to the segments based on specific and general criteria. Revenue and gross profit for the Company’s operating and reportable segments are as follows (in millions): PSG ASG ISG Total For year ended December 31, 2021: Revenue from external customers $ 3,439.1 $ 2,399.9 $ 900.8 $ 6,739.8 Segment gross profit 1,318.3 1,055.6 340.4 2,714.3 For year ended December 31, 2020: Revenue from external customers $ 2,606.1 $ 1,910.4 $ 738.5 $ 5,255.0 Segment gross profit (1) 764.1 714.4 237.3 1,715.8 For year ended December 31, 2019: Revenue from external customers $ 2,788.3 $ 1,972.3 $ 757.3 $ 5,517.9 Segment gross profit (1) 986.0 712.1 275.5 1,973.6 _______________________ (1) Beginning in 2021, the Company started including unallocated manufacturing costs as part of segment operating results to determine segment gross profit. As a result, the prior-period amounts have been reclassified to conform to current-period presentation. The Company had one customer, a distributor, whose revenue accounted for approximately 13% and 11% of the total revenue for the years ended December 31, 2021 and December 31, 2020, respectively. There were no customers whose revenue exceeded 10% or more of total revenue for the year ended December 31, 2019. Revenue for the Company's operating and reportable segments disaggregated into geographic locations based on sales billed from the respective country and sales channels are as follows (in millions): Year Ended December 31, 2021 PSG ASG ISG Total Geographic Location Singapore $ 1,097.7 $ 860.4 $ 139.7 $ 2,097.8 Hong Kong 1,055.6 572.4 200.6 1,828.6 United Kingdom 606.4 343.7 173.5 1,123.6 United States 432.0 304.7 194.9 931.6 Other 247.4 318.7 192.1 758.2 Total $ 3,439.1 $ 2,399.9 $ 900.8 $ 6,739.8 Sales Channel Distributors $ 2,443.0 $ 1,335.5 $ 553.5 $ 4,332.0 Direct Customers 996.1 1,064.4 347.3 2,407.8 Total $ 3,439.1 $ 2,399.9 $ 900.8 $ 6,739.8 Year Ended December 31, 2020 PSG ASG ISG Total Geographic Location Singapore $ 978.0 $ 695.0 $ 126.5 $ 1,799.5 Hong Kong 723.2 410.6 177.8 1,311.6 United Kingdom 395.7 264.5 145.7 805.9 United States 282.8 282.0 163.8 728.6 Other 226.4 258.3 124.7 609.4 Total $ 2,606.1 $ 1,910.4 $ 738.5 $ 5,255.0 Sales Channel Distributors $ 1,776.4 $ 986.4 $ 406.8 $ 3,169.6 Direct Customers 829.7 924.0 331.7 2,085.4 Total $ 2,606.1 $ 1,910.4 $ 738.5 $ 5,255.0 Year Ended December 31, 2019 PSG ASG ISG Total Geographic Location Singapore $ 864.7 $ 679.7 $ 168.7 $ 1,713.1 Hong Kong 843.5 436.8 137.0 1,417.3 United Kingdom 467.1 303.5 151.0 921.6 United States 356.3 332.6 121.4 810.3 Other 256.7 219.7 179.2 655.6 Total $ 2,788.3 $ 1,972.3 $ 757.3 $ 5,517.9 Sales Channel Distributors $ 1,740.6 $ 971.5 $ 461.0 $ 3,173.1 Direct Customers 1,047.7 1,000.8 296.3 2,344.8 Total $ 2,788.3 $ 1,972.3 $ 757.3 $ 5,517.9 The Company operates in various geographic locations. Sales to unaffiliated customers have little correlation with the location of manufacturers. It is, therefore, not meaningful to present operating profit by geographical location. The Company does not discretely allocate assets to its operating segments, nor does management evaluate operating segments using discrete asset information. The Company’s consolidated assets are not specifically ascribed to its individual reportable segments. Rather, assets used in operations are generally shared across the Company’s operating and reportable segments. Property, plant and equipment, net by geographic location, are summarized as follows (in millions): As of December 31, 2021 2020 United States $ 767.1 $ 686.6 South Korea 492.8 455.5 Philippines 342.4 386.6 China 216.8 229.6 Czech Republic 214.2 216.1 Japan 198.6 209.3 Malaysia 175.3 190.2 Other 117.1 138.4 $ 2,524.3 $ 2,512.3 The following table illustrates the product technologies under each of the Company's reportable segments based on the Company's operating strategy. Because many products are sold into different end-markets, the total revenue reported for a segment is not indicative of actual sales in the end-market associated with that segment, but rather is the sum of the revenue from the product lines assigned to that segment. These segments represent the Company's view of the business and as such are used to evaluate progress of major initiatives and allocation of resources. PSG ASG ISG Analog products Analog products Actuator Drivers SiC products ASIC products CMOS Image Sensors Discrete products Connectivity products Image Signal Processors MOSFET products ECL products LSI products Power Module products Foundry products / services Single Photon Detectors Isolation products Gate Driver products Sensors Memory products LSI products Gate Driver products Standard Logic products Standard Logic products WBG products |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | Note 4: Recent Accounting Pronouncements Pending Adoption: ASU 2021-10 - Government Assistance (Topic 832) - Disclosures by Business Entities about Government Assistance ("ASU 2021-10") In November 2021, the FASB issued ASU 2021-10, which is aimed at increasing transparency about certain government assistance received by a business entity. The standard requires business entities to make annual disclosures about the nature of the transactions and the related accounting policy used to account for the transactions, the line items and applicable amounts on the balance sheet and income statement that are affected by the transactions, and significant terms and conditions of the transactions, including commitments and contingencies. If an entity omits any required disclosures because it is legally prohibited, it must disclose that fact. ASU 2021-10 is effective for financial statements issued for annual periods beginning after December 15, 2021. The Company expects the standard to be applicable to its financial statements and is currently evaluating and understanding the requirements for drafting applicable disclosures. ASU 2020-06 - Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ("ASU 2020-06") In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. Entities will not separately present in equity an embedded conversion feature in such debt and will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. Also, ASU 2020-06 requires the application of the if-converted method for the purpose of calculating diluted earnings per share and the treasury stock method will be no longer available. As required, the Company plans to adopt ASU 2020-06 for fiscal 2022 using a modified retrospective approach and expects to record a cumulative effect adjustment of an estimated $66 million to increase opening retained earnings as of January 1, 2022. Due to the adoption of ASU 2020-06, the Company expects interest expense for fiscal 2022 will be lower than for fiscal 2021 by approximately $27 million. At an average stock price of $55, the Company expects an increase of 2.8 million for fiscal 2022 compared to fiscal 2021 in dilutive shares included in diluted weighted-average shares of common stock outstanding for the purpose of calculating diluted earnings per share. These estimates are based on the balance of 1.625% Notes and 0% Notes outstanding as of December 31, 2021. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Divestitures | Note 5: Acquisitions and Divestitures The Company pursues acquisitions and divestitures from time to time to leverage its existing capabilities and further expand its business to achieve certain strategic goals. Acquisition costs are not included as components of consideration transferred and instead are accounted for as expenses in the period in which the costs are incurred. During the years ended December 31, 2021, 2020 and 2019, the Company incurred acquisition and divestiture related costs of approximately of $11.9 million, $1.0 million and $11.3 million, respectively, which are included in operating expenses in the Company's Consolidated Statements of Operations and Comprehensive Income. Following are the acquisitions and divestitures during 2021, 2020 and 2019. 2021 Acquisition and Divestiture GTAT Acquisition On October 28, 2021, the Company acquired all of outstanding equity interests of GTAT. The Company believes the acquisition of GTAT will act as a building block to fuel growth and accelerate innovation in disruptive intelligent power technologies and secure supply of SiC to meet growing customer demand for SiC-based solutions in the sustainable ecosystem. Pursuant to the terms and subject to the conditions set forth in the Agreement and Plan of Merger, the purchase price totaled $434.9 million. Cash consideration amounted to $424.6 million, of which $17.0 million was deposited for general representation and warranty purposes in an escrow account, legally owned by the Company. The remaining consideration of approximately $10.0 million represented the value of certain pre-acquisition deposits and payable balances effectively settled between the parties since the Company was GTAT's customer. From the closing date of the acquisition through December 31, 2021, the Company recognized immaterial revenue and net loss relating to GTAT. The preliminary allocation of the purchase price of GTAT to the assets acquired and liabilities assumed based on their relative fair values is as follows (in millions): Purchase Price Allocation Cash and cash equivalents $ 8.2 Inventory and other current assets 10.0 Property, plant and equipment 31.9 Goodwill 274.8 Intangible assets - Developed Technology 130.0 Deferred tax assets 13.4 Other non-current assets 7.4 Total assets acquired 475.7 Current liabilities 5.8 Other long-term liabilities 35.0 Total liabilities assumed 40.8 Net assets acquired/purchase price $ 434.9 Developed technology of $130.0 million, determined using the income approach is estimated to have an useful life of 13 years. There were no IPRD intangible assets identified. The acquisition produced $274.8 million of goodwill, which has been assigned to a reporting unit within PSG. Goodwill is attributable to the expected value generation by GTAT by being part of the Company along with a more meaningful engagement by the customers due to the scale of the combined entities, GTAT's assembled workforce, other product and operating synergies. Goodwill arising from the GTAT acquisition is not deductible for tax purposes. The purchase price allocation is considered preliminary as the Company finalizes its determination relating to the valuation of assets and liabilities and finalizes key assumptions, approaches and judgements with respect to intangible assets acquired from GTAT and the related tax effects. GTAT Pro-Forma Results of Operations The following unaudited pro-forma consolidated results of operations for the years ended December 31, 2021 and December 31, 2020 have been prepared as if the acquisition of GTAT had occurred on January 1, 2020 and includes adjustments for the effect of fair value changes, transaction costs, taxation and financial structure (in millions): Year Ended December 31, 2021 December 31, 2020 Revenue $ 6,750.4 $ 5,262.5 Net income 972.4 210.3 Net income attributable to ON Semiconductor Corporation 970.8 208.1 Divestiture On October 1, 2021, the Company divested itself of one of its businesses along with the related intellectual property for aggregate consideration of approximately $13.6 million and recognized a gain of $10.2 million after offsetting the carrying values of the disposed assets and liabilities. Pending Acquisition, announced in 2019 During 2019 and 2020, the Company entered into an APA and an APA Amendment, respectively, to acquire GFUS's East Fishkill, New York site and fabrication facilities and certain other assets and liabilities on or around December 31, 2022 for an aggregate purchase price of $400.0 million in cash, subject to adjustments as described in the APA and APA amendment (the "Total Consideration"). In connection with the APA Amendment, the Company also entered into an amendment to an ancillary agreement relating to the provision of foundry services entered into in connection with the execution of the APA, which provided the Company certain additional tools and flexibility in its capital expenditures and manufacturing plans for 2021 and 2022. The Company made payments of $100.0 million and $70.0 million during 2020 and 2019, respectively, of the Total Consideration in cash as a non-refundable deposit, which will be applied toward and reduce the Total Consideration. These amounts are recorded as other assets in the Consolidated Balance Sheets. Additionally, Company paid GFUS a license fee of $30.0 million in cash for certain technology during 2019, which has been recognized as an intangible asset subject to amortization. Quantenna Acquisition during 2019 On June 19, 2019, the Company acquired 100% of the outstanding shares of Quantenna, a global leader and innovator of high performance Wi-Fi solutions, whereby Quantenna became a wholly-owned subsidiary of the Company. Following the acquisition, Quantenna changed its name to ON Semiconductor Connectivity Solutions, Inc. The purchase price consideration for the acquisition totaled $1,039.3 million, and was funded by a combination of a draw of $900.0 million against the Revolving Credit Facility and cash on hand. The operations of Quantenna have since been integrated with that of the Company. The following table presents the allocation of the purchase price of Quantenna for the assets acquired and liabilities assumed based on their relative fair values (in millions): Purchase Price Allocation Cash and cash equivalents $ 133.4 Receivables 22.2 Inventories 41.8 Other current assets 4.3 Property, plant and equipment 16.9 Goodwill 726.7 Intangible assets (excluding IPRD) 87.1 IPRD 23.8 Deferred tax assets 29.2 Other non-current assets 12.7 Total assets acquired 1,098.1 Accounts payable 22.6 Other current liabilities 17.5 Deferred tax liabilities 3.3 Other non-current liabilities 15.4 Total liabilities assumed 58.8 Net assets acquired/purchase price $ 1,039.3 Acquired intangible assets of $110.9 million include developed technology of $58.3 million (which are estimated to have a useful life of eight years). The value assigned to developed technology was determined using the income approach. The total weighted average amortization period for the acquired intangibles is eight years. IPRD assets are amortized over the estimated useful life of the assets upon successful completion of the related projects. The value assigned to IPRD was determined by estimating the net cash flows from the projects when completed and discounting the net cash flows to their present value using a discount rate of approximately 12.0%. The cash flows from IPRD’s significant products commenced from 2020 onwards. The acquisition produced $726.7 million of goodwill, which was assigned to a reporting unit within ASG. The goodwill is attributable to a combination of Quantenna's assembled workforce, expectations regarding a more meaningful engagement by the customers due to the scale of the combined company and other product and operating synergies. Goodwill arising from the Quantenna acquisition is not deductible for tax purposes. Quantenna Pro-Forma Results of Operations Unaudited pro-forma consolidated results of operations for the years ended December 31, 2021 and 2020 are not required because the results of the acquired business are included in the Company's results. The following unaudited pro-forma consolidated results of operations for the years ended December 31, 2019 has been prepared as if the acquisition of Quantenna had occurred on January 1, 2018 and includes adjustments for amortization of intangibles, interest expense from financing, restructuring, and the effect of purchase accounting adjustments including the step-up of inventory (in millions): Year Ended December 31, 2019 Revenue $ 5,613.2 Net income 218.2 Net income attributable to ON Semiconductor Corporation 216.0 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 6: Goodwill and Intangible Assets Goodwill Goodwill is tested for impairment at the reporting unit level, which is one level below the Company's operating segments. The Company performed its impairment assessment and concluded that the fair value of reporting units exceed their carrying value as of the impairment test date. As the Company continues to implement its business strategy to rationalize products and manufacturing locations to transition to a lighter internal fabrication model, there could be divestiture transactions resulting in a portion of goodwill or other assets being de-recognized, and which may or may not result in accounting charges. The following table summarizes goodwill by operating and reportable segments (in millions): As of December 31, 2021 As of December 31, 2020 As of December 31, 2019 Goodwill Accumulated Impairment Losses Carrying Value Goodwill Accumulated Impairment Losses Carrying Value Goodwill Accumulated Impairment Losses Carrying Value Operating and Reportable Segments: ASG $ 1,566.3 $ (418.9) $ 1,147.4 $ 1,566.3 $ (418.9) $ 1,147.4 $ 1,563.4 $ (418.9) $ 1,144.5 ISG 114.0 — 114.0 114.7 — 114.7 114.4 — 114.4 PSG 708.0 (31.9) 676.1 433.2 (31.9) 401.3 432.2 (31.9) 400.3 Total $ 2,388.3 $ (450.8) $ 1,937.5 $ 2,114.2 $ (450.8) $ 1,663.4 $ 2,110.0 $ (450.8) $ 1,659.2 The following table summarizes the change in goodwill (in millions): Net balance as of December 31, 2019 $ 1,659.2 Addition due to business combination 4.2 Net balance as of December 31, 2020 1,663.4 Addition due to business combination 274.8 Divestiture of a business (0.7) Net balance as of December 31, 2021 $ 1,937.5 Intangible Assets Intangible assets subject to amortization, net, were as follows (in millions): As of December 31, 2021 Original Accumulated Accumulated Impairment Losses Carrying Customer relationships $ 581.5 $ (436.3) $ (17.6) $ 127.6 Developed technology 928.1 (600.5) (2.6) 325.0 Licenses 30.0 (0.3) — 29.7 Other intangibles 79.1 (62.1) (15.2) 1.8 Total intangible assets $ 1,618.7 $ (1,099.2) $ (35.4) $ 484.1 As of December 31, 2020 Original Accumulated Accumulated Impairment Losses Carrying Customer relationships $ 581.5 $ (411.7) $ (17.6) $ 152.2 Developed technology 794.7 (532.9) (2.6) 259.2 Licenses 30.0 — — 30.0 Other intangibles 79.3 (60.6) (15.2) 3.5 Total intangible assets $ 1,485.5 $ (1,005.2) $ (35.4) $ 444.9 Not included in the above table are the value of IPRD projects amounting to $11.6 million and $24.1 million as of December 31, 2021 and December 31, 2020, respectively. During the years ended December 31, 2021 and December 31, 2020, certain of the IPRD projects were completed resulting in the reclassification of $9.6 million and $15.2 million, respectively, to developed technology. The Company impaired one of the projects valued at $2.9 million during the year ended December 31, 2021. Amortization expense for the intangible assets is expected to be as follows over the next five years, and thereafter (in millions): 2022 $ 85.3 2023 69.2 2024 67.5 2025 55.8 2026 47.7 Thereafter 158.6 Total estimated amortization expense $ 484.1 |
Restructuring, Asset Impairment
Restructuring, Asset Impairments and Other Charges, net | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring Charges [Abstract] | |
Restructuring, Asset Impairments and Other, net | Note 7: Restructuring, Asset Impairments and Other Charges, net Details of restructuring, asset impairments and other charges, net are as follows (in millions): Restructuring Asset Impairments (1) Other Total Year Ended December 31, 2021 2021 Involuntary separation program 65.3 — — 65.3 Other 2.2 3.3 0.6 6.1 Total $ 67.5 $ 3.3 $ 0.6 $ 71.4 Year Ended December 31, 2020 Voluntary separation program $ 27.5 $ — $ — $ 27.5 2020 Involuntary separation program 11.8 — — 11.8 General workforce reduction 12.3 — — 12.3 Other — 17.5 (3.9) 13.6 Total $ 51.6 $ 17.5 $ (3.9) $ 65.2 Year Ended December 31, 2019 General workforce reduction $ 8.4 $ — $ — $ 8.4 Post-Quantenna acquisition restructuring 15.7 — — 15.7 Other $ 0.8 $ 3.4 $ 0.4 $ 4.6 Total $ 24.9 $ 3.4 $ 0.4 $ 28.7 _______________________ (1) During the year ended December 31, 2020, asset impairment charges related to a) property, plant and equipment amounting to $9.1 million b) investments in certain entities where the Company does not exert a significant influence amounting to $7.0 million and c) lease right-of-use assets of $1.4 million. Summary of changes in accrued restructuring charges are as follows (in millions): Estimated employee separation charges Estimated costs to exit Total Balance as of December 31, 2019 $ 0.1 $ 0.1 $ 0.2 Charges 51.6 — 51.6 Usage (45.5) (0.1) (45.6) Balance as of December 31, 2020 $ 6.2 $ — $ 6.2 Charges 67.5 — 67.5 Usage (62.9) — (62.9) Balance as of December 31, 2021 $ 10.8 $ — $ 10.8 Year ended December 31, 2021: 2021 Involuntary Separation Program During 2021, the Company implemented the Involuntary Separation Program restructuring program (the "ISP"). Under the ISP, the Company notified approximately 960 employees of their employment termination with aggregate severance costs and other charges amounting to $65.3 million. Approximately $9.8 million of the incurred charges remained accrued as of December 31, 2021. The Company also incurred certain insignificant charges relating to another program during the fourth quarter of 2021. The Company continues to evaluate employee positions and locations for potential efficiencies and may incur additional charges in the future. Year ended December 31, 2020: Voluntary Separation Program During the first quarter of 2020, the Company offered the Voluntary Separation Program (the "VSP") to employees that met certain criteria. Management approved 243 employees for participation in the VSP during the first quarter, after which the VSP was terminated. The aggregate expense for the VSP amounted to $27.5 million for the 243 employees, all of whom had exited by the end of the second quarter of 2020. All amounts under the VSP have been paid during 2020, and there are no payments remaining as of December 31, 2021. 2020 Involuntary Separation Program During the second quarter of 2020, the Company implemented the ISP restructuring program. Under the ISP, the Company notified approximately 191 employees of their employment termination with aggregate severance costs and other benefits amounting to $11.8 million. All notified employees have exited during 2020 and an insignificant amount remained accrued as of December 31, 2021. General workforce reduction In addition to the VSP and the ISP, the Company undertook certain general workforce reduction measures during 2020, under which, the Company notified approximately 260 employees of their employment termination with aggregate severance costs and other benefits amounting $12.3 million. All notified employees have exited and an insignificant amount remained accrued as of December 31, 2021. Year ended December 31, 2019: General workforce reductions and post-Quantenna acquisition restructuring During the first quarter of 2019, the Company approved and began to implement certain restructuring actions aimed at cost savings, primarily through workforce reductions. As of December 31, 2019, the Company had notified approximately 143 employees of their employment termination, all of whom had exited by December 31, 2019. For the year ended 2019, the expense for this program amounted to $8.4 million, all of which was paid as of December 31, 2019. |
Balance Sheet Information
Balance Sheet Information | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Information | Note 8: Balance Sheet Information Certain significant amounts included in the Company's Consolidated Balance Sheets consist of the following (in millions): As of December 31, 2021 December 31, 2020 Inventories: Raw materials $ 174.2 $ 135.7 Work in process 888.9 829.7 Finished goods 316.4 286.0 $ 1,379.5 $ 1,251.4 Property, plant and equipment, net: Land $ 118.5 $ 119.7 Buildings 968.5 850.0 Machinery and equipment 4,777.8 4,538.0 Property, plant and equipment, gross 5,864.8 5,507.7 Less: Accumulated depreciation (3,340.5) (2,995.4) $ 2,524.3 $ 2,512.3 Accrued expenses: Accrued payroll and related benefits $ 285.4 $ 166.8 Sales related reserves 229.9 233.3 Income taxes payable 23.6 25.5 Other (1) 208.7 144.4 $ 747.6 $ 570.0 _______________________ (1) The current portion of operating and financing lease liabilities are included in this amount. See discussion below. Depreciation expense for property, plant and equipment totaled $436.5 million, $444.1 million and $409.7 million for 2021, 2020 and 2019, respectively. Included within sales related reserves are ship and credit reserves for distributors amounting to $163.8 million and $180.2 million as of December 31, 2021 and 2020, respectively. Leases Operating and financing lease arrangements are comprised primarily of real estate and equipment agreements. The Company's existing leases do not contain significant restrictive provisions or residual value guarantees; however, certain leases contain renewal options and provisions for payment of real estate taxes, insurance and maintenance costs by the Company. The components of operating lease expense are as follows (in millions): Year Ended December 31, 2021 December 31, 2020 December 31, 2019 Operating lease $ 39.7 $ 38.2 $ 35.0 Variable lease 3.8 4.2 4.0 Short-term lease 2.0 4.1 2.6 Total lease expense $ 45.5 $ 46.5 $ 41.6 The operating and financing lease liabilities included in the Consolidated Balance Sheets are as follows (in millions): As of December 31, 2021 December 31, 2020 Operating lease liabilities included in: Accrued expenses and other current liabilities $ 32.5 $ 32.2 Other long-term liabilities 142.4 115.7 Total $ 174.9 $ 147.9 Operating ROU assets included in: Other assets $ 170.1 136.3 Financing lease liabilities included in: Accrued expenses and other current liabilities $ 12.7 $ — Other long-term liabilities 10.2 — Total $ 22.9 $ — Financing ROU assets included in: Other assets $ 22.3 — As of December 31, 2021, the weighted-average remaining lease-terms and weighted-average discount rates were 8.5 years and 20.0 years and 4.3% and 6.0% for operating and financing leases, respectively. As of December 31, 2021, there was an insignificant amount of commitments for operating leases that have not yet commenced. The reconciliation of the maturities of the operating and financing leases to the lease liabilities recorded in the Consolidated Balance Sheet as of December 31, 2021 is as follows (in millions): Operating Leases Finance Leases 2022 $ 37.9 $ 13.6 2023 31.5 0.7 2024 28.7 0.7 2025 19.6 0.7 2026 12.4 0.8 Thereafter 85.0 15.2 Total lease payments 215.1 31.7 Less: Interest (40.2) (8.8) Total lease liabilities $ 174.9 $ 22.9 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 9: Long-Term Debt The Company's long-term debt consists of the following (annualized interest rates, dollars in millions): As of December 31, 2021 December 31, 2020 Amended Credit Agreement: Revolving Credit Facility due 2024, interest payable monthly at —% and 1.90%, respectively $ — $ 700.0 Term Loan "B" Facility due 2026, interest payable monthly at 2.10% and 2.15%, respectively 1,598.2 1,614.5 0% Notes due 2027 805.0 — 3.875% Notes due 2028 (1) 700.0 700.0 1.625% Notes due 2023 (2) 155.1 575.0 Gross long-term debt, including current maturities 3,258.3 3,589.5 Less: Debt discount (3) (149.0) (69.7) Less: Debt issuance costs (4) (34.7) (28.5) Net long-term debt, including current maturities 3,074.6 3,491.3 Less: Current maturities (160.7) (531.6) Net long-term debt $ 2,913.9 $ 2,959.7 _______________________ (1) Interest is payable on March 1 and September 1 of each year at 3.875% annually. (2) Interest is payable on April 15 and October 15 of each year at 1.625% annually. (3) Debt discount of $7.5 million and $9.0 million for the Term Loan "B" Facility, $126.1 million and zero for the 0% Notes, $5.8 million and $6.5 million for the 3.875% Notes and $9.6 million and $54.2 million for the 1.625% Notes, in each case as of December 31, 2021 and December 31, 2020, respectively. (4) Debt issuance costs of $17.7 million and $21.0 million for the Term Loan "B" Facility, $14.1 million and zero for the 0% Notes, $2.0 million and $2.3 million for the 3.875% Notes and $0.9 million and $5.2 million for the 1.625% Notes, in each case as of December 31, 2021 and December 31, 2020, respectively. Maturities Expected maturities of gross long-term debt (including current portion - see section regarding 1.625% Notes below) as of December 31, 2021 are as follows (in millions): Expected 2022 $ 171.5 2023 16.3 2024 16.3 2025 16.3 2026 1,532.9 Thereafter 1,505.0 Total $ 3,258.3 0% Convertible Senior Notes due 2027 On May 19, 2021, the Company completed a private offering of $805.0 million aggregate principal amount of its 0% Notes, the proceeds of which were used to repurchase a portion of the 1.625% Notes in privately negotiated note repurchase or exchange transactions, repay a portion of the Revolving Credit Facility, pay the net cost of the related convertible note hedges after such costs were offset by the proceeds from the sale of warrants, and general corporate purposes. The 0% Notes were offered to qualified institutional buyers in accordance with Rule 144A under the Securities Act, and were issued under an indenture (the "0% Indenture") by and among the Company, the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee, which provides, among other things, that the 0% Notes will mature on May 1, 2027, unless earlier repurchased or redeemed by the Company or converted pursuant to their terms. On or after February 1, 2027, until the close of business on the second scheduled trading day immediately preceding May 1, 2027, holders may convert their 0% Notes at any time. The 0% Notes are the Company’s senior unsecured obligations and are fully and unconditionally guaranteed, on a joint and several basis, by each of the Company’s subsidiaries that is a borrower or guarantor under the Company’s Amended Credit Agreement. The Company may satisfy any conversion elections by paying cash up to the aggregate principal amount of the 0% Notes to be converted, and paying or delivering, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the 0% Notes to be converted. The initial conversion rate of the 0% Notes is 18.8796 shares of common stock per $1,000 principal amount, which is equivalent to an initial conversion price of approximately $52.97 per share of common stock. The Company may redeem for cash all or any portion of the 0% Notes, at the Company’s option, on or after May 1, 2024, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days during any consecutive 30 trading-day period. Prior to February 1, 2027, the holders may convert their 0% Notes under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five The conversion rate is subject to adjustment upon the occurrence of certain specified events as set forth in the 0% Indenture. The maximum number of shares of common stock issuable in connection with the conversion is 21.7 million. In accordance with the accounting guidance on embedded conversion features, the Company valued and bifurcated the conversion option, representing the debt discount, from the respective host debt instrument and recorded $139.9 million to stockholders’ equity. The debt discount represented the borrowing rate for non-convertible debt as of the date of issuance with similar maturity. The Company also incurred issuance costs of $19.0 million, of which $15.7 million was capitalized as debt issuance costs and $3.3 million was allocated to the conversion option and recorded to stockholders’ equity. The debt discount and debt issuance costs are being amortized at an effective interest rate of 3.2% over the contractual term of six years under the existing accounting standard. The carrying amount of the equity component, unamortized discount and issuance costs, and the net carrying amount of the liability component as of December 31, 2021 were $143.2 million, $140.2 million and $664.8 million, respectively. The interest cost relating to the amortization of debt discount and issuance costs recognized during the year ended December 31, 2021 was $15.3 million. The 0% Notes's if-converted value exceeded its principal amount by $227.2 million as of December 31, 2021, calculated using the stock price on that date. In addition, the Company entered into convertible note hedge transactions with respect to the common stock with the initial purchasers of the 0% Notes or their affiliates ("Counterparties"). The convertible note hedges cover, subject to customary anti-dilution adjustments, the number of shares of common stock that initially underlie the 0% Notes, and are expected to reduce the potential dilution to the common stock and/or offset potential cash payments in excess of the principal amount upon conversion. The Company paid $160.3 million in cash for the convertible note hedges and recorded them as a reduction to stockholders’ equity. The Company applied ASC 815-40 - "Derivatives and Hedging - Contracts in Entity's Own Equity" and concluded that the convertible note hedges should be classified in stockholders’ equity with no subsequent remeasurement. The Company also entered into warrant transactions with the Counterparties, whereby the Company sold warrants to acquire, subject to anti-dilution adjustments, the same number of shares of the Company’s common stock covered by the convertible note hedges at an initial strike price of $74.34 per share, which represents a 100% premium over the closing price of $37.17 per share on May 11, 2021. The maximum number of shares of common stock issuable in connection with the warrants is 30.4 million. The Company analyzed the transaction under ASC 815-40 - "Derivatives and Hedging - Contracts in Entity's Own Equity" and determined that the instrument met the criteria for classification as an equity transaction with no subsequent remeasurement. The Company received $93.8 million in cash for the sale of warrants, which was recorded as an increase to stockholders’ equity. Amendments to the Amended Credit Agreement The Company entered into the Amended Credit Agreement in 2016 which provides for a $1.97 billion revolving credit facility (the "Revolving Credit Facility") and a $2.4 billion term loan "B" facility (the “Term Loan "B" Facility”). Between 2016 and 2021, the Company, the Guarantors (as defined in the Amended Credit Agreement), the several lenders party thereto and the Agent (as defined in the Amended Credit Agreement) entered into nine amendments to the Amended Credit Agreement. These amendments, among others, reduced the interest rates payable and increased the amounts that may be borrowed under the Term Loan "B" Facility and the Revolving Credit Facility and also amended certain financial covenants. On May 10, 2021, in anticipation of the issuance of the 0% Notes, the Company entered into the Ninth Amendment ("Ninth Amendment") to the Amended Credit Agreement. The Ninth Amendment provided for, among other things, modifications to the Amended Credit Agreement to permit the issuance of the 0% Notes and the repurchase or exchange of the 1.625% Notes, remove the availability of borrowings in currencies other than U.S. dollars in light of the unavailability of LIBO Rate for such other currencies beginning December 31, 2021, provide for increased capacity to dispose of certain assets, make investments and incur certain types of indebtedness and liens, increase the threshold for real estate properties required to be mortgaged to secure the facility, increase the ability to incur incremental debt facilities and remove certain conditions applicable to the incurrence of incremental facilities. There was no impact to the consolidated financial statements due to the Ninth Amendment. On June 23, 2020, the Company entered into the Eighth Amendment ("Eighth Amendment") to the Amended Credit Agreement to change certain defined terms and to modify certain terms and conditions of the Amended Credit Agreement to align with the domestication of certain foreign subsidiaries. There was no impact to the consolidated financial statements due to the Eighth Amendment. See Note 16: ''Income Taxes'' for additional information on the domestication. The obligations under the Amended Credit Agreement are guaranteed by the Guarantors and collateralized by a pledge of substantially all of the assets of the Company and the Guarantors, including a pledge of the equity interests in certain of the Company’s domestic and first tier foreign subsidiaries, subject to customary exceptions. The obligations under the Amended Credit Agreement are also collateralized by mortgage on certain real property assets of the Company and its domestic subsidiaries. The Amended Credit Agreement includes a maximum total net leverage ratio as a financial maintenance covenant, which the Company was in compliance as of December 31, 2021. It also contains other customary affirmative and negative covenants and events of default. Partial repurchase or exchange of the 1.625% Notes/Loss on debt refinancing and prepayment On May 11, 2021, contemporaneously with the issuance of the 0% Notes, the Company entered into separate privately negotiated transactions with certain holders of the 1.625% Notes to repurchase or exchange, as applicable, $372.4 million in aggregate principal amount of the 1.625% Notes for a total consideration of $506.5 million in cash and 5.4 million shares of the Company’s common stock. The repurchases and exchanges resulted in a loss on debt prepayment of $26.2 million based on the fair value of the debt component, while the remainder of the consideration amounting to $141.6 million attributable to the equity component was recorded to stockholders’ equity. Separately, the Company received 9.1 million shares into treasury by terminating a portion of the convertible note hedge transactions that were originally entered at the time of issuance of the 1.625% Notes in a notional amount corresponding to the principal amount of the 1.625% Notes repurchased or exchanged and recorded $339.0 million to additional paid-in capital and treasury stock, with no overall impact to equity. Additionally, the Company terminated a portion of the warrant transactions originally entered at the time of issuance of the 1.625% Notes and issued 6.8 million shares with respect to a number of shares of common stock equal to the notional shares underlying such 1.625% Notes repurchased or exchanged. On December 14, 2021, the Company repurchased $47.4 million in principal of 1.625% Notes for total consideration of $47.4 million in cash and 1.6 million shares of the Company's common stock. This transaction resulted in a loss on debt prepayment of $2.8 million based on the fair value of the debt component, while the remainder of the consideration amounting to $0.8 million attributable to the equity component was recorded to stockholders’ equity. Separately, the Company received 1.6 million shares into treasury by terminating a portion of the convertible note hedge transactions that were originally entered at the time of issuance of the 1.625% Notes in a notional amount corresponding to the principal amount of the 1.625% Notes redeemed and recorded $102.2 million to additional paid-in capital and treasury stock, with no overall impact to equity. Additionally, the Company terminated a portion of the warrant transactions originally entered at the time of issuance of the 1.625% Notes and issued 1.3 million shares with respect to a number of shares of common stock equal to the notional shares underlying such 1.625% Notes redeemed. The remaining outstanding principal amount of the 1.625% Notes, amounting to $144.6 million, net of unamortized discount and issuance costs continues to be classified as a current portion of long-term debt as of December 31, 2021. Pursuant to the indenture governing the 1.625% Notes, because the last reported sale price of the Company’s common stock for at least 20 trading days during the period of 30 consecutive trading days ending on December 31, 2021 was greater than or equal to $26.94 (130% of the conversion price) on each applicable trading day, the holders have the right to surrender any portion of their 1.625% Notes (in minimum denominations of $1,000 in principal amount or an integral multiple thereof) for conversion during the calendar quarter ending March 31, 2022, and only during such calendar quarter. The carrying amount of the equity component, unamortized discount and issuance costs, and the net carrying amount of the liability component as of December 31, 2021 were $31.2 million, $10.5 million and $144.6 million, respectively. The carrying amount of the equity component, unamortized discount and issuance costs, and the net carrying amount of the liability component as of December 31, 2020 were $115.7 million, $59.4 million and $515.6 million, respectively. Total interest expense relating to the coupon rate and amortization of debt discount and issuance costs recognized during the years ended December 31, 2021, 2020 and 2019 were $19.6 million, $28.7 million and $29.4 million, respectively. The conversion rate of the 1.625% Notes is 48.2567 shares of common stock per $1,000 principal amount of 1.625% Notes (subject to adjustment in certain events), which is equivalent to a conversion price of approximately $20.72 per share of common stock. The unamortized discount and issuance costs are amortized at an effective interest rate of 5.27% over the remaining contractual term of approximately two years under the existing accounting standard. The convertible note hedge transactions and warrants issued in connection with the issuance of the 1.625% Notes were originally classified in stockholders' equity with no subsequent remeasurement using the guidance in ASC 815-40 - "Derivatives and Hedging - Contracts in Entity's Own Equity". The 1.625% Notes's if-converted value exceeded its principal amount by $353.4 million as of December 31, 2021, calculated using the stock price on that date. Revolving Credit Facility During the year ended December 31, 2021, the Company repaid the outstanding balance of $700.0 million under the Revolving Credit Facility using a portion of the net proceeds from the issuance of the 0% Notes and cash generated from operations. As of December 31, 2021, the Company had approximately $1.97 billion available under the Revolving Credit Facility for future borrowings, except for amounts utilized for letters of credit. During the year ended December 31, 2020, the Company borrowed $1,165.0 million under the Revolving Credit Facility as a precautionary measure in order to increase the Company’s cash position and provide financial flexibility in light of the uncertainty resulting from the impact of the COVID-19 pandemic. During the third quarter of 2020, due to better macroeconomic and business conditions, the Company used the net proceeds from the issuance of the 3.875% Notes along with cash on hand to repay $1,200.0 million of outstanding borrowings under the Revolving Credit Facility. Additionally, on December 31, 2020, the Company repaid $65.0 million of outstanding borrowings under the Revolving Credit Facility. Issuance of 3.875% Notes On August 21, 2020, the Company completed its private offering of $700.0 million aggregate principal amount of the 3.875% Notes. The 3.875% Notes were offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States pursuant to Regulation S under the Securities Act. The 3.875% Notes are fully and unconditionally guaranteed, on a joint and several basis, by each of the Company’s subsidiaries that is a borrower or Guarantor under the Amended Credit Agreement and will also be fully and unconditionally guaranteed by any of the Company’s subsidiaries that becomes a borrower or guarantees any indebtedness under the Amended Credit Agreement in the future. The 3.875% Notes and the guarantees thereof are the Company’s and the Guarantors’ general unsecured obligations, respectively, and (i) rank equally in right of payment with all of the Company’s and the Guarantors’ existing and future senior indebtedness (including the 1.625% Notes); (ii) rank senior to any subordinated indebtedness that the Company or the Guarantors may incur; (iii) are effectively subordinated to all of the Company’s or the Guarantors’ existing and future secured indebtedness (including indebtedness under the Amended Credit Agreement), in each case, to the extent of the value of the assets securing such indebtedness; and (iv) are structurally subordinated in right of payment to all existing and future obligations of the Company’s subsidiaries that are not Guarantors of the 3.875% Notes. The 3.875% Notes bear interest at a rate of 3.875% per year, payable semi-annually on March 1 and September 1 of each year, beginning on March 1, 2021, and will mature on September 1, 2028, unless earlier redeemed or repurchased by the Company. The original issue discount and debt issuance costs incurred by the Company in connection with the offering of the 3.875% Notes amounted to $9.4 million, which has been capitalized and will be amortized to interest expense through the maturity date of September 1, 2028. The net proceeds from the issuance of the 3.875% Notes were used entirely to repay borrowings under the Revolving Credit Facility. Maturity and Settlement of 1.00% Notes due 2020 The 1.00% Notes matured on December 1, 2020 and the Company paid $690.0 million in cash to holders, representing the principal portion of the 1.00% Notes, using the available cash and cash equivalents. The excess over the principal amount was settled by issuing shares of the Company's common stock held in treasury. The transaction resulted in a net impact of $88.7 million to additional paid-in capital and treasury stock, measured based on the acquisition cost of the reissued shares with no overall impact to equity. According to the terms of the hedge transactions entered at the time of issuance of the 1.00% Notes, on December 1, 2020, the Company repurchased an equivalent amount of shares of its common stock at the prevailing fair market value, to effectively offset the issuance of shares, which resulted in an impact of $321.0 million to additional paid-in capital and treasury stock, with no overall impact to equity. At the time of issuance of the 1.00% Notes, the Company sold 37.3 million warrants to bank counterparties whereby the holders of the warrants had the option to purchase the equivalent number of shares of the Company’s common stock at a price of $25.96 per share from the Company. During 2021, the warrant holders exercised these warrants and the Company settled them by issuing 13.4 million shares of common stock, on a net-share basis. |
Earnings Per Share and Equity
Earnings Per Share and Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Earnings Per Share and Equity | Note 10: Earnings Per Share and Equity Earnings Per Share Net income per share of common stock attributable to ON Semiconductor Corporation is shown below (in millions, except per share data): Year ended December 31, 2021 2020 2019 Net income attributable to ON Semiconductor Corporation $ 1,009.6 $ 234.2 $ 211.7 Basic weighted-average shares of common stock outstanding 425.7 410.7 410.9 Add: Incremental shares for: Dilutive effect of share-based awards 2.5 1.9 1.9 Dilutive effect of convertible notes and warrants 15.6 6.2 3.2 Diluted weighted average shares of common stock outstanding 443.8 418.8 416.0 Net income per share of common stock attributable to ON Semiconductor Corporation: Basic $ 2.37 $ 0.57 $ 0.52 Diluted $ 2.27 $ 0.56 $ 0.51 Basic income per share of common stock is computed by dividing net income attributable to the Company by the weighted average number of shares of common stock outstanding during the period. To calculate the diluted weighted-average shares of common stock outstanding, treasury stock method has been applied to calculate the number of incremental shares from the assumed issuance of shares relating to RSUs. The excluded number of anti-dilutive share-based awards was approximately 0.3 million, 0.8 million and 0.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. The dilutive impact related to the Company’s 0% Notes, 1.625% Notes and 1.00% Notes for the period such notes were outstanding, has been determined in accordance with the net share settlement requirements. While the 0% Notes are repayable in cash up to the par value, in accordance with their terms, the Company has assumed the 1.625% Notes to be repayable in cash up to the par value in accordance with the existing accounting standards. The 1.00% Notes matured and were repaid and settled on December 1, 2020. The excess over par value for the 0% Notes and 1.625% Notes, if applicable, has been assumed to be convertible into common stock. Prior to conversion, the convertible note hedges are not considered for purposes of the earnings per share calculations, as their effect would be anti-dilutive. Upon conversion, the convertible note hedges are expected to offset the dilutive effect of the 0% Notes and 1.625% Notes when the stock price is above $52.97 and $20.72 per share, respectively. The dilutive impact of the warrants issued concurrently with the issuance of the 0% Notes, 1.625% Notes and 1.00% Notes with exercise prices of $74.34, $30.70 and $25.96, respectively, has been included in the calculation of diluted weighted-average common shares outstanding, if applicable. All of the warrants issued in connection with the 1.00% Notes were settled during 2021. Equity Share Repurchase Program Under the Company's share repurchase program announced on November 15, 2018 (the "Share Repurchase Program"), the Company may repurchase up to $1.5 billion (exclusive of fees, commissions and other expenses) of the Company's common stock from December 1, 2018 through December 31, 2022. While there were no repurchases under the Share Repurchase Program during the year ended December 31, 2021, the repurchases amounted to $65.3 million and $138.9 million during the years ended December 31, 2020 and December 31, 2019, respectively. As of December 31, 2021, the remaining authorized amount under the Share Repurchase Program was $1,295.8 million. Activity under the Share Repurchase Program is as follows (in millions, except per share data): Year ended December 31, 2021 2020 2019 Number of repurchased shares (1) — 3.6 7.8 Aggregate purchase price $ — $ 65.3 $ 138.9 Fees, commissions and other expenses — 0.1 0.1 Total cash used for share repurchases $ — $ 65.4 $ 139.0 Weighted-average purchase price per share (2) $ — $ 18.08 $ 17.89 Available under the Share Repurchase Program $ 1,295.8 $ 1,295.8 $ 1,361.1 _______________________ (1) None of these shares had been reissued or retired as of December 31, 2021 but may be reissued or retired later. (2) Exclusive of fees, commission or other expenses Reissuance of shares held in treasury stock In connection with the maturity of the 1.00% Notes on December 1, 2020, the Company reissued shares of common stock held in treasury to settle the excess over the principal amount. This was the first time the Company reissued shares held in treasury stock and accounted for such reissuance on a first-in, first-out basis. Pursuant to the hedge transactions entered concurrently with the issuance of the 1.00% Notes, the Company acquired an equivalent number of shares of its common stock at the prevailing fair market value, to effectively offset the reissuance from treasury stock. This repurchase did not reduce the authorized amount remaining under the Share Repurchase Program. Shares for Restricted Stock Units Tax Withholding The amounts remitted during the years ended December 31, 2021, 2020 and 2019 were $38.9 million, $20.0 million and $33.5 million, respectively, for which the Company withheld approximately 0.9 million, 1.1 million and 1.6 million shares of common stock, respectively, that were underlying the RSUs that vested. None of these shares had been reissued or retired as of December 31, 2021 but may be reissued or retired later. These deemed repurchases in connection with tax withholding upon vesting were not made under the Share Repurchase Program, and the amounts spent in connection with such deemed repurchases did not reduce the authorized amount remaining under the Share Repurchase Program. Non-Controlling Interest Leshan operates assembly and test operations in Leshan, China. The Company owns 80% of the outstanding equity interests in Leshan, and the results of Leshan have been consolidated in the Company's financial statements. At December 31, 2021, the Leshan non-controlling interest balance was $19.0 million. This balance included the Leshan non-controlling interest's $1.6 million share of the earnings for the year ended December 31, 2021 offset by $2.2 million of dividend declared to the non-controlling shareholder. At December 31, 2020, the Leshan non-controlling interest balance was $19.6 million. This balance included the Leshan non-controlling interest's $2.2 million share of the earnings for the year ended December 31, 2020 offset by $5.0 million of dividends paid to the non-controlling shareholder. ON Semiconductor Aizu Co. Ltd. ("OSA") operates a front-end wafer fabrication facility in Aizuwakamatsu, Japan. During 2020, the Company acquired the remaining equity interest in OSA from Fujitsu Semiconductor Limited ("FSL"), whereby OSA became a wholly-owned subsidiary of the Company. The purchase price payable to FSL for the remaining 40% equity, offset by the purchase price adjustment, resulted in the Company receiving $26.0 million in settlement of the purchase price from FSL during the year ended December 31, 2020. The results of OSA have been consolidated in the Company’s financial statements. Stockholders' Rights Plan On June 7, 2020, the Company's Board of Directors authorized and declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock to the stockholders of record on June 18, 2020. The Rights, which continued to have a de minimis value from the time they were issued, expired on June 7, 2021. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Note 11: Share-Based Compensation Total share-based compensation expense related to the Company's RSUs, stock grant awards and ESPP was recorded within the Consolidated Statements of Operations and Comprehensive Income as follows (in millions): Year Ended December 31, 2021 2020 2019 Cost of revenue $ 15.6 $ 11.5 $ 10.6 Research and development 24.2 18.2 17.0 Selling and marketing 16.6 12.9 14.8 General and administrative 44.9 25.1 37.0 Share-based compensation expense 101.3 67.7 79.4 Income tax benefit (21.3) (14.2) (16.7) Share-based compensation expense, net of taxes $ 80.0 $ 53.5 $ 62.7 At December 31, 2021, total unrecognized share-based compensation expense, net of estimated forfeitures, related to non-vested RSUs with service, performance and market conditions was $92.6 million, which is expected to be recognized over a weighted-average period of 1.2 years. There was an insignificant amount of stock options exercised during the year ended December 31, 2021. Upon option exercise, vesting of RSUs, stock grant awards or completion of a purchase under the ESPP, the Company issues new shares of common stock. Share-Based Compensation Information The fair value per unit of RSU and stock grant award is determined on the grant date. There were no employee stock options granted during the years ended December 31, 2021, 2020 and 2019. Share-based compensation expense is based on awards ultimately expected to vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The annualized pre-vesting forfeitures for RSUs were estimated to be approximately 6% for the year ended December 31, 2021 and 5% for the years ended December 31, 2020 and 2019. Plan Descriptions On March 23, 2010, the Company adopted the Amended and Restated SIP which has been subsequently amended over the years primarily to increase the number of shares of common stock subject to all awards. Generally, RSUs granted under the Amended and Restated SIP vest ratably over three years for awards with service conditions and over two On May 20, 2021, the Company's stockholders approved certain amendments to the Amended and Restated SIP to extend the expiration date from 2022 to 2031 and to increase the number of shares of common stock subject to all awards by 22.5 million to 109.5 million. As of December 31, 2021, there was an aggregate of 42.2 million shares of common stock available for grant under the Amended and Restated SIP. Restricted Stock Units A summary of activity of RSUs during the year ended December 31, 2021 is as follows (number of shares in millions): Number of Shares Weighted-Average Grant Date Fair Value Nonvested shares of RSUs at December 31, 2020 11.3 $ 20.73 Granted 2.6 42.45 Released (3.0) 21.51 Forfeited (4.7) 22.03 Nonvested shares of RSUs at December 31, 2021 6.2 28.60 During 2021, the Company awarded 1.1 million RSUs to certain officers and employees of the Company that vest upon the achievement of certain performance criteria and market conditions. The number of units expected to vest is evaluated each reporting period and compensation expense is recognized for those units for which achievement of the performance criteria is considered probable. Compensation expense for RSUs with market conditions are recognized based on the grant date fair value irrespective of the achievement of the condition. As of December 31, 2021, unrecognized compensation expense, net of estimated forfeitures related to non-vested RSUs granted under the Amended and Restated SIP with service, performance and market conditions, was $65.7 million, $7.5 million and $19.4 million, respectively. For RSUs with time-based service conditions, expense is being recognized over the vesting period; for RSUs with performance criteria, expense is recognized over the period when the performance criteria is expected to be achieved; for RSUs with market conditions, expense is recognized over the period in which the condition is assessed irrespective of whether it would be achieved or not. Unrecognized compensation cost for awards with certain performance criteria that are not expected to be achieved is not included here. Total compensation expense related to performance-based, service-based, and market-based RSUs was $92.9 million for the year ended December 31, 2021, which included $46.9 million for RSUs with time-based service conditions that were granted in 2021 and prior that are expected to vest. Stock Grant Awards During the year ended December 31, 2021, the Company granted 0.1 million shares of stock under stock grant awards to certain directors of the Company with immediate vesting at a weighted-average grant date fair value of $37.91 per share. Total compensation expense related to stock grant awards for the year ended December 31, 2021 was $2.0 million. Employee Stock Purchase Plan On February 17, 2000, the Company adopted the ESPP. During the years ended December 31, 2021, 2020 and 2019 employees purchased approximately 0.7 million, 1.8 million and 1.7 million shares, respectively, under the ESPP. On May 20, 2021, the stockholders approved an amendment to the ESPP, which increased the number of shares available to be issued pursuant to the ESPP by 6.0 million to 34.5 million. As of December 31, 2021, there were approximately 8.2 million shares available for issuance under the ESPP. Total compensation expense related to the ESPP for the year ended December 31, 2021 was $6.4 million. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
Employee Benefit Plans | Note 12: Employee Benefit Plans Defined Benefit Pension Plans The Company maintains defined benefit pension plans for employees of certain of its foreign subsidiaries. Such plans conform to local practice in terms of providing minimum benefits mandated by law, collective agreements or customary practice. The Company recognizes the aggregate amount of all overfunded plans as assets and the aggregate amount of all underfunded plans as liabilities in its Consolidated Balance Sheets. The Company's expected long-term rate of return on plan assets is updated at least annually, taking into consideration its asset allocation, historical returns on similar types of assets and the current economic environment. For estimation purposes, the Company assumes its long-term asset mix will generally be consistent with the current mix. The Company determines its discount rates using highly rated corporate bond yields and government bond yields. Benefits under all of the plans are valued utilizing the projected unit credit cost method. The Company's policy is to fund its defined benefit plans in accordance with local requirements and regulations. The funding is primarily driven by the current assessment of the economic environment and projected benefit payments of foreign subsidiaries. The measurement date for determining the defined benefit obligations for all plans is December 31 of each year. The Company recognizes actuarial gains and losses during the period the Company's annual pension plan actuarial valuations are prepared, which generally occurs during the fourth calendar quarter of each year, or during any interim period where a revaluation is deemed necessary. For the year ended December 31, 2021, the Company recognized an actuarial gain of $21.4 million, while actuarial losses of $4.0 million and $15.6 million were recognized for the years ended December 31, 2020 and 2019, respectively. Of the actuarial gain for 2021, $18.4 million was primarily due to an increase in the discount rates while better than ex pected return on plan assets due to other changes in actuarial assumptions and plan experience amounted to $3.0 million. Following is a summary of the status of the Company's foreign defined benefit pension plans and the net periodic pension cost ($ in millions): Year Ended December 31, 2021 2020 2019 Service cost $ 11.7 $ 10.9 $ 9.4 Interest cost 4.5 4.7 5.0 Expected return on plan assets (6.5) (6.3) (6.0) Curtailment gain (0.4) (1.6) — Actuarial (gains) losses (21.4) 4.0 15.6 Total net periodic pension (gain) cost $ (12.1) $ 11.7 $ 24.0 Weighted average assumptions Discount rate used for net periodic pension costs 1.31 % 1.43 % 1.74 % Discount rate used for pension benefit obligations 1.54 % 1.31 % 1.43 % Expected return on plan assets 3.04 % 3.06 % 3.23 % Rate of compensation increase 3.45 % 3.26 % 3.07 % The long-term rate of return on plan assets was determined using the weighted-average method, which incorporates factors that include the historical inflation rates, interest rate yield curve and current market conditions. 2021 2020 Change in projected benefit obligation (PBO) Projected benefit obligation at the beginning of the year $ 351.2 $ 322.9 Service cost 11.7 10.9 Interest cost 4.5 4.7 Net actuarial (gain) loss (18.4) 8.1 Benefits paid by plan assets (15.9) (8.9) Benefits paid by the Company (12.2) (7.4) Participant contributions 0.1 — Curtailments and settlements (0.4) (1.6) Translation and other (gain) loss (27.0) 22.5 Projected benefit obligation at the end of the year $ 293.6 $ 351.2 Accumulated benefit obligation at the end of the year $ 244.5 $ 288.3 Change in plan assets Fair value of plan assets at the beginning of the year $ 209.3 $ 190.2 Actual return on plan assets 9.5 10.4 Benefits paid from plan assets (15.9) (8.9) Employer contributions 3.9 4.3 Translation and other gain (loss) (17.1) 13.3 Fair value of plan assets at the end of the year $ 189.7 $ 209.3 As of December 31, 2021 2020 Plans with underfunded or non-funded projected benefit obligation Projected benefit obligation $ 205.2 $ 248.7 Fair value of plan assets 86.6 97.7 Plans with underfunded or non-funded accumulated benefit obligation Accumulated benefit obligation $ 131.6 $ 189.4 Fair value of plan assets 58.9 97.7 Amounts recognized in the balance sheet consist of Non-current assets $ 14.7 $ 9.0 Current liabilities (0.2) (0.3) Non-current liabilities (118.4) (150.6) Funded status $ (103.9) $ (141.9) Plan Assets The Company's overall investment strategy is to focus on stable and low credit risk investments aimed at providing a positive rate of return to the plan assets. The Company has an investment mix with a wide diversification of asset types and fund strategies that are aligned with each region and foreign location's economy and market conditions. Investments in government securities are generally guaranteed by the respective government offering the securities. Investments in corporate bonds, equity securities, and foreign mutual funds are made with the expectation that these investments will give an adequate rate of long-term returns despite periods of high volatility. Other types of investments include investments in cash deposits, money market funds and insurance contracts. Asset allocations are based on the anticipated required funding amounts, timing of benefit payments, historical returns on similar assets and the influence of the current economic environment. The following table sets forth, by level within the fair value hierarchy, a summary of investments measured at fair value and the asset allocations of the plan assets in the Company's foreign pension plans (in millions): As of December 31, 2021 Allocation Total Level 1 Level 2 Level 3 Asset Category Cash/Money Markets 2 % $ 3.6 $ 3.6 $ — $ — Foreign Government/Treasury Securities (1) 9 % 17.2 17.2 — — Corporate Bonds, Debentures (2) 17 % 32.5 — 32.5 — Equity Securities (3) 27 % 52.3 — 52.3 — Mutual Funds 6 % 10.9 — 10.9 — Investment and Insurance Contracts (4) 39 % 73.2 — 22.6 50.6 100 % $ 189.7 $ 20.8 $ 118.3 $ 50.6 As of December 31, 2020 Allocation Total Level 1 Level 2 Level 3 Asset Category Cash/Money Markets 2 % $ 4.1 $ 4.1 $ — $ — Foreign Government/Treasury Securities (1) 10 % 21.4 21.4 — — Corporate Bonds, Debentures (2) 18 % 36.9 — 36.9 — Equity Securities (3) 23 % 48.5 — 48.5 — Mutual Funds 5 % 9.5 — 9.5 — Investment and Insurance Contracts (4) 42 % 88.9 — 31.4 57.5 100 % $ 209.3 $ 25.5 $ 126.3 $ 57.5 _______________________ (1) Includes investments primarily in guaranteed return securities. (2) Includes investments in government bonds and corporate bonds of developed countries, emerging market government bonds, emerging market corporate bonds and convertible bonds. (3) Includes investments in equity securities of developed countries and emerging markets. (4) Includes certain investments with insurance companies that guarantee a minimum rate of return on the investment. When available, the Company uses observable market data, including pricing on recently closed market transactions and quoted prices, which are included in Level 2. When data is unobservable, valuation methodologies using comparable market data are utilized and included in Level 3. Activity during the years ended December 31, 2021 and 2020, respectively, for plan assets with fair value measurement using significant unobservable inputs (Level 3) were as follows (in millions): Investment and Insurance Contracts Balance at December 31, 2019 $ 52.0 Actual return on plan assets 0.8 Purchase, sales and settlements, net (0.3) Foreign currency impact 5.0 Balance at December 31, 2020 $ 57.5 Actual return on plan assets (0.8) Purchase, sales and settlements, net (2.1) Foreign currency impact (4.0) Balance at December 31, 2021 $ 50.6 The Company expects to contribute an insignificant amount during 2022 to its foreign defined benefit plans. The expected benefit payments from the Company's defined benefit plans from 2022 through 2026 and the five years thereafter are as follows (in millions): 2022 $ 8.9 2023 10.1 2024 12.1 2025 14.5 2026 15.3 Five years thereafter 101.7 Total $ 162.6 Defined Contribution Plans The Company has a deferred compensation savings plan for all eligible U.S. employees established under the provisions of Section 401(k) of the Internal Revenue Code. Eligible employees may contribute a percentage of their salary subject to certain limitations. The Company has elected to match 100% of employee contributions between 0% and 4% of their salary, with an annual limit as mandated by the Internal Revenue Service. The Company recognized $16.7 million, $19.4 million and $18.1 million of expense relating to matching contributions in 2021, 2020 and 2019, respectively. Certain foreign subsidiaries have defined contribution plans in which eligible employees participate. The Company recognized compensation expense of $27.2 million, $21.8 million and $20.6 million relating to these plans for the years ended 2021, 2020 and 2019, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13: Commitments and Contingencies Purchase Obligations The Company has agreements with suppliers, external manufacturers and other vendors for capital expenditures, inventory purchases, manufacturing services, information technology and other goods and services. The following is a schedule by year of future minimum purchase obligations under non-cancelable arrangements entered into during the ordinary course of business as of December 31, 2021 (in millions): Year Ending December 31, 2022 (1) $ 1,292.6 2023 326.8 2024 256.5 2025 4.9 2026 2.8 Thereafter 8.1 Total $ 1,891.7 (1) The Company had incurred additional commitments related to the pending acquisition of a manufacturing facility (See Note 5: ''Acquisitions and Divestitures''), of which $170.0 million was deposited with the seller during the prior years. The remaining commitment of $230.0 million will be owed on or around December 31, 2022. Environmental Contingencies The Company’s headquarters in Phoenix, Arizona are located on property that is a "Superfund" site, which is a property listed on the National Priorities List and subject to clean-up activities under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"). Motorola and Freescale (acquired by NXP Semiconductors N.V.) have been involved in the clean-up activities of on-site solvent contaminated soil and groundwater and off-site contaminated groundwater pursuant to consent decrees with the State of Arizona. As part of the Company’s separation from Motorola in 1999, Motorola retained responsibility for this contamination, and Motorola and Freescale have agreed to indemnify the Company with respect to remediation costs and other costs or liabilities related to this matter. Any costs to the Company in connection with this matter have not been, and, based on the information available, are not expected to be, material. Though the Company has encountered and dealt with a number of environmental issues over time relating to the various locations that comprise its operations, any costs to the Company in connection with such matters have not been, and, based on the information available, are not expected to be material. The following presents a summary of such environmental contingencies: • Aizu, Japan . The Company’s former front-end manufacturing location in Aizu, Japan is located on property where soil and ground water contamination was detected. The Company believes that the contamination originally occurred during a time when the facility was operated by a prior owner. The Company worked with local authorities to implement a remediation plan and has completed remaining remediation. The majority of the cost of remediation was covered by insurance. During 2018, semi-annual groundwater monitoring indicated that the treatment was effective, and accordingly, we ceased such monitoring and have determined that this remediation project is complete. • Czech Republic . The Company’s manufacturing facility in the Czech Republic has undergone remediation to respond to releases of hazardous substances that occurred during the years that this facility was operated by government-owned entities. The remediation projects consisted primarily of monitoring groundwater wells located on-site and off-site with additional action plans developed to respond in the event certain contamination levels are exceeded. The government of the Czech Republic has agreed to indemnify the Company and its respective subsidiaries, subject to specified limitations, for remediation costs associated with this historical contamination. The Company has completed remediation on this project, and accordingly, has ceased all related monitoring efforts. • East Greenwich, Rhode Island . The Company’s design center in East Greenwich, Rhode Island is located on property that has localized soil contamination. In connection with the purchase of the facility, the Company entered into a Settlement Agreement and Covenant Not to Sue with the State of Rhode Island. This agreement requires that remedial actions be undertaken and a quarterly groundwater monitoring program be initiated by the former owners of the property. • Santa Clara, California . As a result of the acquisition of AMIS in 2008, the Company is a "primary responsible party" to an environmental remediation and clean-up plan at AMIS’s former corporate headquarters in Santa Clara, California. Costs incurred by AMIS include implementation of the clean-up plan, operations and maintenance of remediation systems, and other project management costs. However, AMIS’s former parent company, a subsidiary of Nippon Mining, contractually agreed to indemnify AMIS and the Company for any obligations relating to environmental remediation and clean-up activities at this location. • South Portland, Maine . Through its acquisition of Fairchild, the Company acquired a facility in South Portland, Maine. This facility has ongoing environmental remediation projects to respond to certain releases of hazardous substances that occurred prior to the leveraged recapitalization of Fairchild from its former parent company, National Semiconductor Corporation, which is now owned by Texas Instruments Incorporated. Although the Company may incur certain liabilities with respect to these remediation projects, pursuant to a 1997 asset purchase agreement entered into in connection with the Fairchild recapitalization, National Semiconductor Corporation agreed to indemnify Fairchild, without limitation and for an indefinite period of time, for all future costs related to these projects. • Bucheon, South Korea . Under a 1999 asset purchase agreement pursuant to which Fairchild purchased the power device business of Samsung, Samsung agreed to indemnify Fairchild in an amount up to $150.0 million for remediation costs and other liabilities related to historical contamination at Samsung’s Bucheon, South Korea operations. • Mountain Top, Pennsylvania . Under a 2001 asset purchase agreement pursuant to which Fairchild purchased a manufacturing facility in Mountain Top, Pennsylvania, Intersil Corp. (subsequently acquired by Renesas Electronics Corporation) agreed to indemnify Fairchild for remediation costs and other liabilities related to historical contamination at the facility. • Hartford, Illinois . The Company was notified by the EPA that it has been identified as a PRP under CERCLA in the Chemetco Superfund matter. Chemetco, a defunct reclamation services supplier that operated in Hartford, Illinois at what is now a Superfund site, has performed reclamation services for the Company in the past. The EPA is pursuing Chemetco customers for contribution to the site clean-up activities. The Company has joined a PRP group, which is cooperating with the EPA in the evaluation and funding of the clean-up activities. Financing Contingencies In the ordinary course of business, the Company provides standby letters of credit or other guarantee instruments to certain parties initiated by either the Company or its subsidiaries, as required for transactions, including, but not limited to, material purchase commitments, agreements to mitigate collection risk, leases, utilities or customs guarantees. As of December 31, 2021, the Company's Revolving Credit Facility included $15.0 million available for the issuance of letters of credit. There were $0.9 million letters of credit outstanding under the Revolving Credit Facility as of December 31, 2021, which reduced the Company's borrowing capacity. The Company also had outstanding guarantees and letters of credit outside of its Revolving Credit Facility totaling $6.1 million as of December 31, 2021. As part of obtaining financing in the ordinary course of business, the Company issued guarantees related to certain of its subsidiaries, which totaled $0.9 million as of December 31, 2021. Based on historical experience and information currently available, the Company believes that it will not be required to make payments under the standby letters of credit or guarantee arrangements for the foreseeable future. Indemnification Contingencies The Company is a party to a variety of agreements entered into in the ordinary course of business, including acquisition agreements, pursuant to which it may be obligated to indemnify the other parties for certain liabilities that arise out of or relate to the subject matter of the agreements. Some of the agreements entered into by the Company require it to indemnify the other party against losses due to IP infringement, property damage (including environmental contamination), personal injury, failure to comply with applicable laws, the Company’s negligence or willful misconduct or breach of representations and warranties and covenants related to such matters as title to sold assets. In the case of certain acquisition agreements, these agreements may require us to maintain such indemnification provisions for the acquiree’s directors, officers and other employees and agents, in certain cases for a number of years following the acquisition. The Company faces risk of exposure to warranty and product liability claims in the event that its products fail to perform as expected or such failure of its products results, or is alleged to result, in economic damage, bodily injury or property damage. In addition, if any of the Company’s designed products are alleged to be defective, the Company may be required to participate in their recall. Depending on the significance of any particular customer and other relevant factors, the Company may agree to provide more favorable rights to such customer for valid defective product claims. The Company and its subsidiaries provide for indemnification of directors, officers and other persons in accordance with limited liability company operating agreements, certificates of incorporation, by-laws, articles of association or similar organizational documents, as the case may be. Section 145 of the Delaware General Corporation Law ("DGCL") authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the DGCL are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Exchange Act. As permitted by the DGCL, the Company’s Amended and Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation") contains provisions relating to the limitation of liability and indemnification of directors and officers. The Certificate of Incorporation eliminates the personal liability of each of the Company’s directors to the fullest extent permitted by Section 102(b)(7) of the DGCL, as it may be amended or supplemented, and provides that the Company will indemnify its directors and officers to the fullest extent permitted by Section 145 of the DGCL, as amended from time to time. The Company has entered into indemnification agreements with each of its directors and executive officers. The form of agreement (the "Indemnification Agreement") provides, subject to certain exceptions and conditions specified in the Indemnification Agreement, that the Company will indemnify each indemnitee to the fullest extent permitted by Delaware law against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with a proceeding or claim in which such person is involved because of his or her status as one of the Company’s directors or executive officers. In addition, the Indemnification Agreement provides that the Company will, to the extent not prohibited by law and subject to certain exceptions and repayment conditions, advance specified indemnifiable expenses incurred by the indemnitee in connection with such proceeding or claim. The Company also maintains directors’ and officers’ insurance policies that indemnify its directors and officers against various liabilities, including certain liabilities under the Exchange Act, which might be incurred by any director or officer in his or her capacity as such. While the Company’s future obligations under certain agreements may contain limitations on liability for indemnification, other agreements do not contain such limitations and under such agreements it is not possible to predict the maximum potential amount of future payments due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under any of these indemnities have not had a material effect on the Company’s business, financial condition, results of operations or cash flows. Additionally, the Company does not believe that any amounts that it may be required to pay under these indemnities in the future will be material to the Company’s business, financial position, results of operations, or cash flows. Legal Matters From time to time, the Company is party to various legal proceedings arising in the ordinary course of business, including indemnification claims, claims of alleged infringement of patents, trademarks, copyrights and other IP rights, claims of alleged non-compliance with contract provisions and claims related to alleged violations of laws and regulations. The Company regularly evaluates the status of the legal proceedings in which it is involved to assess whether a loss is probable or there is a reasonable possibility that a loss, or an additional loss, may have been incurred and determines if accruals are appropriate. If accruals are not appropriate, the Company further evaluates each legal proceeding to assess whether an estimate of possible loss or range of possible loss can be made for disclosure. Although litigation is inherently unpredictable, the Company believes that it has adequate provisions for any probable and estimable losses. Nevertheless, it is possible that the Company’s consolidated financial position, results of operations or liquidity could be materially and adversely affected in any particular period by the resolution of a legal proceeding. The Company’s estimates do not represent its maximum exposure. Legal expenses related to defense, negotiations, settlements, rulings and advice of outside legal counsel are expensed as incurred. The Company is currently involved in a variety of legal matters that arise in the ordinary course of business. Based on information currently available, except as disclosed below, the Company is not involved in any pending or threatened legal proceedings that it believes could reasonably be expected to have a material adverse effect on its financial condition, results of operations or liquidity. The litigation process is inherently uncertain, and the Company cannot guarantee that the outcome of any litigation matter will be favorable to the Company. Patent Litigation with Power Integrations, Inc. ("PI") During 2019, the Company and PI entered into a Settlement Agreement (the "Settlement Agreement") pursuant to which the parties agreed to withdraw all outstanding legal and administrative disputes on the terms set forth in a binding term sheet previously entered into by and among the Company and PI on October 4, 2019. Pursuant to the Settlement Agreement, the Company paid PI $175.0 million in cash during 2019, and the parties have dismissed all previously pending litigation and administrative proceedings. In addition, each party agreed to release the other party from any claims to damages or monetary relief for alleged acts of patent infringement across the various patent infringement litigation and not to file any additional action for legal or equitable relief until June 30, 2023. Neither party granted any licenses to the other. Intellectual Property Matters The Company faces risk of exposure from claims of infringement of the IP rights of others. In the ordinary course of business, the Company receives letters asserting that the Company’s products or components breach another party’s rights. Such letters may request royalty payments from the Company, that the Company cease and desist using certain IP or other remedies. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 14: Fair Value Measurements Fair Value of Financial Instruments During the year ended December 31, 2021, the Company began investing portions of its excess cash in different marketable securities, which are classified as available-for-sale. The following table summarizes the Company's financial assets and liabilities, excluding pension assets, disaggregated by the security type, measured at fair value on a recurring basis (in millions): As of December 31, 2021 Fair Value Level Description Amortized Cost Unrealized gains Unrealized losses Fair value Level 1 Level 2 Assets: Cash and cash equivalents: Demand and time deposits $ 19.5 $ — $ — $ 19.5 $ 19.5 $ — Money market funds 0.7 — — 0.7 0.7 — Corporate bonds 1.6 — — 1.6 — 1.6 Commercial paper 2.0 — — 2.0 — 2.0 Other current assets: Corporate bonds $ 16.0 $ — $ — $ 16.0 $ — $ 16.0 Certificate of deposit 1.9 — — 1.9 — 1.9 Commercial paper 5.0 — — 5.0 3.0 2.0 US Treasury bonds 0.4 — — 0.4 — 0.4 Other assets: Corporate bonds $ 19.7 $ — $ — $ 19.7 $ — $ 19.7 US Treasury bonds 1.6 — — 1.6 — 1.6 The investments included in other assets have maturity dates ranging between one As of December 31, 2020 Fair Value Level Description Amortized Cost Unrealized gains Unrealized losses Fair value Level 1 Level 2 Assets: Cash and cash equivalents: Demand and time deposits $ 8.5 $ — $ — $ 8.5 $ 8.5 $ — Other The carrying amounts of other current assets and liabilities, such as accounts receivable and accounts payable, approximate fair value based on the short-term nature of these instruments. Fair Value of Long-Term Debt, including Current Portion The carrying amounts and fair value of the Company’s long-term borrowings are as follows (in millions): As of December 31, 2021 2020 Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt, including current portion (1) Convertible notes $ 809.4 $ 1,696.7 $ 515.6 $ 967.1 Long-term debt 2,265.2 2,245.5 2,975.7 2,966.8 _______________________ (1) Long-term debt is carried on the Consolidated Balance Sheets at historical cost net of debt discount and issuance costs. The fair value of the 0% Notes (as of December 31, 2021), 3.875% Notes and 1.625% Notes were estimated based on market prices in active markets (Level 1). The fair value of other long-term debt was estimated based on discounting the remaining principal and interest payments using current market rates for similar debt (Level 2) at December 31, 2021 and December 31, 2020. Fair Values Measured on a Non-Recurring Basis The Company's non-financial assets, such as property, plant and equipment, goodwill and intangible assets are recorded at fair value upon a business combination and are remeasured at fair value only if an impairment charge is recognized. The Company uses unobservable inputs to the valuation methodologies that are significant to the fair value measurements, and the valuations require management's judgment due to the absence of quoted market prices. The Company determines the fair value of its held and used assets, goodwill and intangible assets using an income, cost or market approach as determined reasonable. As of December 31, 2021 and 2020, there were no non-financial assets included in the Company's Consolidated Balance Sheet that were remeasured at fair value on a non-recurring basis. The following table shows the adjustments to fair value of certain of the Company's non-financial assets that had an impact on the Company's results of operations (in millions): Year Ended December 31, 2021 2020 2019 Nonrecurring fair value measurements Asset impairments (Level 3) $ 7.9 $ 17.5 $ 3.4 IPRD impairments (Level 3) 2.9 1.3 1.6 $ 10.8 $ 18.8 $ 5.0 |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | Note 15: Financial Instruments Foreign Currencies As a multinational business, the Company's transactions are denominated in a variety of currencies. When appropriate, the Company uses forward foreign currency contracts to reduce its overall exposure to the effects of currency fluctuations on its results of operations and cash flows. The Company's policy prohibits trading in currencies for which there are no underlying exposures and entering into trades for any currency to intentionally increase the underlying exposure. The Company primarily hedges existing assets and liabilities associated with transactions currently on its balance sheet, which are undesignated hedges for accounting purposes. As of December 31, 2021 and 2020, the Company had outstanding foreign exchange contracts with notional amounts of $288.3 million and $263.4 million, respectively. Such contracts were obtained through financial institutions and were scheduled to mature within one to three months from the time of purchase. Management believes that these financial instruments should not subject the Company to increased risks from foreign exchange movements because gains and losses on these contracts should offset losses and gains on the underlying assets, liabilities and transactions to which they are related. The following schedule summarizes the Company's net foreign exchange positions in U.S. dollars (in millions): As of December 31, 2021 2020 Buy (Sell) Notional Amount Buy (Sell) Notional Amount Philippine Peso 67.1 67.1 57.2 57.2 Euro 65.9 65.9 47.7 47.7 Korean Won 44.1 44.1 34.4 34.4 Japanese Yen 33.2 33.2 71.2 71.2 Chinese Yuan 15.1 15.1 17.7 17.7 Singapore Dollar 15.7 15.7 5.7 5.7 Czech Koruna 15.0 15.0 — — Other currencies - Buy 27.9 27.9 18.4 18.4 Other currencies - Sell (4.3) 4.3 (11.1) 11.1 $ 279.7 288.3 $ 241.2 $ 263.4 Amounts receivable or payable under the contracts are included in other current assets or accrued expenses and other current liabilities in the accompanying Consolidated Balance Sheets. For the years ended December 31, 2021, 2020 and 2019, realized and unrealized foreign currency transactions totaled a loss of $0.8 million, $6.2 million and $5.0 million, respectively. The realized and unrealized foreign currency transactions are included in other income (expense) in the Company's Consolidated Statements of Operations and Comprehensive Income. Cash Flow Hedges All derivatives are recognized on the balance sheet at their fair value and classified based on each instrument’s maturity date. Foreign currency risk The purpose of the Company's foreign currency hedging activities is to protect the Company from the risk that the eventual cash flows resulting from transactions in foreign currencies will be adversely affected by changes in exchange rates. During 2021, the Company entered into an insignificant forward contract that is designated as foreign currency cash flow hedge of forecasted payment denominated in a currency other than U.S. dollars. The Company did not have any outstanding derivatives for its foreign currency exposure designated as cash flow hedges as of December 31, 2020. See Note 17: ''Changes in Accumulated Other Comprehensive Loss'' for the effective amounts related to derivative instruments designated as cash flow hedges affecting accumulated other comprehensive loss and the Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2021. Interest rate risk The Company uses interest rate swap contracts to mitigate its exposure to interest rate fluctuations. As of December 31, 2021, the Company had interest rate swap agreements for notional amounts of $750.0 million, $500.0 million and $500.0 million for fiscal years 2022, 2023 and 2024, respectively. The Company did not identify any ineffectiveness with respect to the notional amounts of interest rate swap agreements outstanding as of December 31, 2021 and 2020. Convertible Note Hedges The Company entered into convertible note hedges in connection with the issuance of the 0% Notes and 1.625% Notes. Other At December 31, 2021, the Company had no outstanding commodity derivatives, currency swaps or options relating to either its debt instruments or investments. The Company does not hedge the value of its equity investments in its subsidiaries or affiliated companies. The Company is exposed to credit-related losses if counterparties to hedge contracts fail to perform their obligations. As of December 31, 2021, the counterparties to the Company's hedge contracts are held at financial institutions |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16: Income Taxes The Company's geographic sources of income (loss) before income taxes and non-controlling interest are as follows (in millions): Year ended December 31, 2021 2020 2019 United States $ 873.2 $ (181.2) $ (308.2) Foreign 284.6 357.8 584.8 Income before income taxes $ 1,157.8 $ 176.6 $ 276.6 The Company's provision (benefit) for income taxes is as follows (in millions): Year ended December 31, 2021 2020 2019 Current: Federal $ 8.0 $ 0.6 $ 1.2 State and local 4.8 0.1 — Foreign 43.3 54.0 48.5 56.1 54.7 49.7 Deferred: Federal 89.2 (69.2) (5.0) State and local 7.8 (66.4) — Foreign (6.5) 21.1 18.0 90.5 (114.5) 13.0 Total provision (benefit) $ 146.6 $ (59.8) $ 62.7 A reconciliation of the U.S. federal statutory income tax rate to the Company's effective income tax rate is as follows: Year ended December 31, 2021 2020 2019 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % Increase (decrease) resulting from: State and local taxes, net of federal tax benefit 1.4 (1.4) (2.6) Impact of foreign operations (2.0) 7.6 3.8 Foreign derived intangible income benefit (7.8) — — Impact of the Domestication (1) — (35.7) — Change in valuation allowance and related effects (2) (0.4) (24.4) 1.8 Non-deductible share-based compensation costs (0.1) 1.7 (0.5) U.S. federal R&D credit (0.4) (3.6) (3.7) Non-deductible officer compensation 0.4 1.1 1.5 Other (3) 0.6 (0.1) 1.4 Total 12.7 % (33.8) % 22.7 % _______________________ (1) On July 6, 2020, the Company completed a simplification of its corporate structure by repatriating the economic rights of its non-U.S. IP to the United States via domestication of certain foreign subsidiaries (the "Domestication"). The Domestication more closely aligns the Company's corporate structure with its operating structure in accordance with the OECD’s BEPS conclusions and changes to U.S. and European tax laws. The impact of the Domestication, which is regarded as a change in tax status, resulted in a benefit primarily from recognizing certain deferred tax assets, net of deferred tax liabilities, of $63.0 million, or 35.7%. (2) For the year ended December 31, 2021, this included a benefit of $26.3 million, or 2.2% related to a decrease in the valuation allowance for the expiration of Japan net operating losses ("NOLs"), partially netted with an offsetting expense of $22.6 million, or 1.9% related to the expiration of those same Japan NOLs. For the year ended December 31, 2020, this included a benefit of $49.4 million, or 28.0%, for the release of a partial state valuation allowance due to an increase to forecasted domestic income as a result of the Domestication of certain foreign subsidiaries and an expense of $61.8 million, or 35.0%, primarily related to the expiration of Japan NOLs, netted with the offsetting benefit of $61.8 million, or 35.0%, primarily for the decrease in the related valuation allowance for those same Japan NOLs. For the year ended December 31, 2019, this included an expense of $11.2 million, or 4.0%, primarily related to the write-off of Hong Kong NOL and expiration of Japan NOL, netted with the offsetting benefit of $11.2 million, or 4.0%, primarily for the decrease in related valuation allowance for those same Hong Kong and Japan NOLs. (3) For the year ended December 31, 2021, this included an expense of $8.5 million, or 0.7%, related to an election to waive Base Erosion Anti-Abuse Tax ("BEAT") deductions for all U.S. federal tax purposes for the 2021 tax year. The Company’s effective tax rate for 2021 was 12.7%, which differs from the U.S. federal income tax rate of 21%, primarily due to the benefit received from Section 250 deduction related to FDII. The Company’s effective tax rate for 2020 was a benefit of (33.8)%, which differs from the U.S. federal income tax rate of 21%, primarily due to the Domestication of certain foreign subsidiaries and a partial release of state valuation allowance, partially offset by foreign taxes for which the Company will not receive a U.S. tax credit as well as period costs related to the Company's global intangible low-taxed income ("GILTI") inclusion. The Company’s effective tax rate for 2019 was 22.7%, which differs from the U.S. federal income tax rate of 21%, primarily due to foreign taxes for which the Company will not receive a U.S. tax credit as well as period costs related to the Company's GILTI inclusion. The FASB allows taxpayers to make an accounting policy election of either treating taxes due on GILTI inclusions as a current-period expense when incurred or recognizing deferred taxes for temporary basis differences that are expected to reverse as GILTI in future years. The company has made a policy choice to include taxes due on future GILTI inclusion as a current-period expense when incurred. The tax effects of temporary differences in the recognition of income and expense for tax and financial reporting purposes that give rise to significant portions of the net deferred tax asset (liability) are as follows (in millions): As of December 31, 2021 2020 NOL and tax credit carryforwards $ 354.4 $ 471.6 163 (j) interest expense carryforward 17.4 65.7 Lease liabilities 50.2 32.5 ROU asset (49.2) (32.5) Tax-deductible goodwill and amortizable intangibles (57.5) (38.0) Capitalization of research and development expenses 185.8 90.7 Reserves and accruals 109.2 68.4 Property, plant and equipment (110.6) (95.8) Inventories 67.9 84.3 Undistributed earnings of foreign subsidiaries (58.7) (57.5) Share-based compensation 7.9 7.7 Pension 15.3 21.2 Other 18.4 3.2 Deferred tax assets and liabilities before valuation allowance 550.5 621.5 Valuation allowance (227.4) (249.9) Net deferred tax asset $ 323.1 $ 371.6 As of December 31, 2021 and 2020, the Company had approximately $77.5 million and $99.0 million, respectively, of U.S. federal NOL carryforwards, before the impact of unrecognized tax benefits. The decrease is primarily due to current year utilization, partially offset by NOLs acquired in the GTAT acquisition. A portion of these NOL carryforwards expire at various dates through 2037, if unutilized. NOLs generated after December 31, 2017 are carried forward indefinitely. As of December 31, 2021 and 2020, the Company had approximately $43.6 million and $153.4 million, respectively, of U.S. federal credit carryforwards, before the impact of unrecognized tax benefits. The decrease is primarily due to current year utilization. The credits will expire at various dates through 2041, if unutilized. These NOL carryforwards, and a portion of the credits, relate to acquisitions and, consequently, are limited in the amount that can be utilized in any one year as a result of the ownership change. As of December 31, 2021 and 2020, the Company had approximately $491.1 million and $741.3 million, respectively, of U.S. state NOL carryforwards, before consideration of valuation allowance or the impact of unrecognized tax benefits. The decrease is primarily due to current year utilization, partially offset by NOLs acquired in the GTAT acquisition. The U.S. state NOL carryforwards will expire at various dates through 2040, if unutilized. As of December 31, 2021 and 2020, the Company had $138.4 million and $141.1 million, respectively, of U.S. state credit carryforwards before consideration of valuation allowance or the impact of unrecognized tax benefits. The U.S. state credits will expire at various dates through 2035, if unutilized. As of December 31, 2021 and 2020, the Company had approximately $551.8 million and $581.6 million, respectively, of foreign NOL carryforwards, before consideration of valuation allowance. The decrease is primarily due to the expiration of Japan NOLs. As of December 31, 2021 and 2020, the Company had $69.2 million and $69.4 million, respectively, of foreign credit carryforwards before consideration of valuation allowance or the impact of unrecognized tax benefits. A significant portion of the foreign NOLs and credit carryforwards will expire at various dates through 2025, if unutilized. The Company continues to maintain a valuation allowance of $93.4 million on a portion of its Japan NOLs, which expire at various dates through 2024. In addition to the valuation allowance on the Japan NOLs, the Company maintains a full valuation allowance on NOLs in Hong Kong of $25.5 million. The Company also maintains a partial valuation allowance of $69.7 million on its U.S. state deferred tax assets, primarily NOLs and credits. The remaining valuation allowance relates to NOLs and tax credits in certain other foreign jurisdictions that primarily expire in 2025. At December 31, 2021, the Company was not indefinitely reinvested with respect to the earnings of its foreign subsidiaries and has therefore accrued withholding taxes that would be owed upon future distributions of such earnings. The Company maintains liabilities for unrecognized tax benefits. These liabilities involve considerable judgment and estimation and are continuously monitored by management based on the best information available, including changes in tax regulations, the outcome of relevant court cases, and other information. The Company is currently under examination by various taxing authorities. Although the outcome of any tax audit is uncertain, the Company believes that it has adequately provided in its consolidated financial statements for any additional taxes that the Company may be required to pay as a result of such examinations. If the payment ultimately proves not to be necessary, the reversal of these tax liabilities would result in tax benefits being recognized in the period the Company determines such liabilities are no longer necessary. However, if an ultimate tax assessment exceeds the Company's estimate of tax liabilities, additional tax expense will be recorded. The impact of such adjustments could have a material impact on the Company's results of operations in future periods. The activity for unrecognized gross tax benefits is as follows (in millions): 2021 2020 2019 Balance at beginning of year $ 151.0 $ 130.0 $ 112.2 Acquired balances 9.3 — 15.5 Additions for tax benefits related to the current year 3.1 11.9 9.4 Additions for tax benefits of prior years — 12.3 8.0 Reductions for tax benefits of prior years (19.7) (1.4) (0.2) Lapse of statute (2.7) (1.3) (8.2) Settlements (3.8) (0.5) (6.7) Balance at end of year $ 137.2 $ 151.0 $ 130.0 Included in the December 31, 2021 balance of $137.2 million is $92.5 million related to unrecognized tax benefits that, if recognized, would affect the annual effective tax rate. Also included in the balance of unrecognized tax benefits as of December 31, 2021 is $44.7 million of benefit that, if recognized, would result in adjustments to other tax accounts, primarily deferred taxes. Although the Company cannot predict the timing of resolution with taxing authorities, if any, the Company believes it is reasonably possible that its unrecognized tax benefits will be reduced by $64.2 million in the next 12 months due to settlement with tax authorities or expiration of the applicable statute of limitations. The Company recognizes interest and penalties accrued in relation to unrecognized tax benefits in tax expense. The Company recognized approximately $3.3 million of net tax benefit and $0.2 million of tax expense for interest and penalties during the year ended December 31, 2021 and 2020, respectively. The Company did not recognize any additional tax benefit or expense for interest and penalties during the year ended December 31, 2019. The Company had approximately $1.3 million, $5.3 million, and $5.1 million of accrued interest and penalties at December 31, 2021, 2020, and 2019, respectively. |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Loss | Note 17: Changes in Accumulated Other Comprehensive Loss Amounts comprising the Company's accumulated other comprehensive loss and reclassifications are as follows (in millions): Currency Translation Adjustments Effects of Cash Flow Hedges Total Balance December 31, 2019 $ (42.4) $ (11.9) $ (54.3) Other comprehensive income prior to reclassifications 1.8 14.9 16.7 Amounts reclassified from accumulated other comprehensive loss — (20.0) (20.0) Net current period other comprehensive income (loss) (1) 1.8 (5.1) (3.3) Balance December 31, 2020 (40.6) (17.0) (57.6) Other comprehensive income (loss) prior to reclassifications (3.8) 39.9 36.1 Amounts reclassified from accumulated other comprehensive loss — (19.1) (19.1) Net current period other comprehensive income (loss) (1) (3.8) 20.8 17.0 Balance December 31, 2021 $ (44.4) $ 3.8 $ (40.6) _______________________ (1) Effects of cash flow hedges are net of tax expense of $6.1 million and tax benefit of $1.7 million for the years ended December 31, 2021 and 2020, respectively. Amounts reclassified from accumulated other comprehensive loss to the specific caption within the Consolidated Statements of Operations and Comprehensive Income were as follows: Year Ended December 31, To caption 2021 2020 Interest rate swaps $19.1 $20.0 Interest expense Total reclassifications $19.1 $20.0 |
Supplemental Disclosures
Supplemental Disclosures | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures | Note 18: Supplemental Disclosures Supplemental Disclosure of Cash Flow Information Certain of the Company's cash and non-cash activities were as follows (in millions): Year ended December 31, 2021 2020 2019 Non-cash investing activities: Capital expenditures in accounts payable and other long-term liabilities $ 150.7 $ 162.5 $ 155.3 Divestiture/Sale of property in exchange for note receivable 7.5 7.2 — Operating ROU assets obtained in exchange of lease liabilities 69.3 58.2 17.5 Finance ROU assets obtained in exchange of lease liabilities 22.3 — — Non-cash financing activities: Liability incurred for purchase of business $ — $ — $ 12.7 Cash paid for: Interest expense $ 96.9 $ 109.1 $ 97.2 Income taxes 88.2 52.5 62.9 Operating lease payments in operating cash flows 42.1 36.9 37.6 See Note 10: ''Earnings Per Share and Equity'' for shares of common stock issued and acquired for settlement and repurchase of the 1.00% Notes and 1.625% Notes, respectively. Following is a reconciliation of the captions in the Consolidated Balance Sheets to the Consolidated Statements of Cash Flows (in millions): As of December 31, 2021 2020 2019 Consolidated Balance Sheets: Cash and cash equivalents $ 1,352.6 $ 1,080.7 $ 894.2 Restricted cash (included in other current assets) 20.1 0.8 — Restricted cash (included in other non-current assets) 5.0 — — Cash, cash equivalents and restricted cash in Consolidated Statements of Cash Flows $ 1,377.7 $ 1,081.5 $ 894.2 |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Description Balance at Beginning of Period Charged (Credited) to Costs and Expenses Charged to Other Accounts Deductions/Write-offs Balance at End of Period Allowance for deferred tax assets Year ended December 31, 2019 $ 347.5 $ 5.0 $ 16.6 (3) $ (11.2) (4) $ 357.9 Year ended December 31, 2020 357.9 (43.1) (5) 11.0 (1) (75.9) (2) 249.9 Year ended December 31, 2021 249.9 3.3 8.7 (6) (34.5) (2) 227.4 _______________________ (1) Primarily represents the effects of cumulative translation adjustments. (2) Primarily relates to the expiration of Japan net operating losses. See Note 16: ''Income Taxes'' (3) Primarily represents the effects of cumulative translation adjustments and includes $14.0 million of additional allowance for deferred tax assets arising from the Quantenna acquisition. (4) Primarily relates to the write-off of Hong Kong net operating losses upon the liquidation of Sanyo Semiconductor (H.K.) Co., Ltd. as well as the expiration of Japan net operating losses. (5) Primarily relates to the release of state valuation as a result of the Domestication of certain foreign subsidiaries. See Note 16: "Income Taxes." (6) Primarily relates to additional valuation allowance of $22.0 million arising from the GTAT acquisition partially offset by cumulative translation adjustments. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the assets, liabilities, revenue and expenses of all wholly-owned and majority-owned subsidiaries over which the Company exercises control and, when applicable, entities in which the Company has a controlling financial interest or is the primary beneficiary. Investments in affiliates where the Company does not exert a controlling financial interest are not consolidated. All intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Management evaluates these estimates and judgments on an ongoing basis and bases its estimates on experience, current and expected future conditions, third-party evaluations and various other assumptions that management believes are reasonable under the circumstances. Significant estimates have been used by management in conjunction with the following: (i) future payouts for customer incentives and amounts subject to allowances and returns; (ii) valuation and obsolescence relating to inventories; (iii) measurement of valuation allowances against deferred tax assets, and evaluations of uncertain tax positions; and (iv) assumptions used in business combinations. Additionally, during periods where it becomes applicable, significant estimates will be used by management in determining the future cash flows used to assess and test for impairment of long-lived assets and goodwill. Actual results may differ from the estimates and assumptions used in the consolidated financial statements. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand, demand deposits and highly liquid investments with original maturities at the time of purchase of three months or less. The Company maintains amounts on deposit at various financial institutions, which may at times exceed federally insured limits. However, management periodically evaluates the credit-worthiness of those institutions and has not experienced any losses on such deposits. |
Inventories | Inventories Inventories are stated at the lower of standard cost (which approximates actual cost on a first-in, first-out basis) or net realizable value. General market conditions, as well as the Company's design activities, can cause certain of its products to become obsolete. The Company writes down excess and obsolete inventories based upon a regular analysis of inventory on hand compared to historical and projected end-user demand. The determination of projected end-user demand requires the use of estimates and assumptions related to projected unit sales for each product. These write downs can influence results from operations. For example, when demand for a given part falls, all or a portion of the related inventory that is considered to be in excess of anticipated demand is written down, impacting cost of revenue and gross profit. However, the majority of product inventory that has been previously written down is ultimately discarded. Although the Company does sell some products that have previously been written down, such sales have historically been consistently insignificant and the related impact on the Company's gross profit has also been insignificant. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are recorded at cost and are depreciated over estimated useful lives of 30 years for buildings and 3-10 years for computers, machinery and equipment using straight-line methods. Expenditures for maintenance and repairs are charged to operations in the period in which the expense is incurred. When assets are retired or otherwise disposed of, the related costs and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in operations in the period realized. |
Business Combination Purchase Price Allocation | Business Combination Purchase Price AllocationThe allocation of the purchase price of business combinations is based on management estimates and assumptions, which utilize established valuation techniques appropriate for the technology industry. These techniques include the income approach, cost approach or market approach, depending upon which approach is the most appropriate based on the nature and reliability of available data. Management records the acquired assets and liabilities at fair value. If the income approach is used, the fair value determination is predicated upon the value of the future cash flows that an asset is expected to generate over its economic life. The cost approach takes into account the cost to replace (or reproduce) the asset and the effects on the asset's value of physical, functional and/or economic obsolescence that has occurred with respect to the asset. The market approach is used to estimate value from an analysis of actual market transactions or offerings for economically comparable assets available as of the valuation date. Determining the fair value of acquired technology assets is judgmental in nature and requires the use of significant estimates and assumptions, including the discount rate, revenue growth rates, projected gross margins, and estimated research and development and other operating expenses. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in a business combination. The Company evaluates its goodwill for impairment annually during the fourth quarter and whenever events or changes in circumstances indicate the carrying value of a reporting unit may not be recoverable. The Company’s divisions are one level below the operating segments, constituting individual businesses, at which level the Company’s segment management conducts regular reviews of the operating results. The Company's divisions, either individually or in a combination, constitute reporting units for purposes of allocating and testing goodwill. The Company's impairment evaluation consists of a qualitative assessment. If this assessment indicates that it is more likely than not the estimated fair value of a reporting unit exceeds its carrying value, goodwill is not considered impaired. Otherwise, a quantitative impairment test is performed by comparing the fair value of a reporting unit to its carrying value, including goodwill. The Company can bypass the qualitative assessment for any period and proceed directly to the quantitative impairment test. If the carrying value of the net assets associated with the reporting unit exceeds the fair value of the reporting unit, goodwill is considered impaired and will be determined as the amount by which the reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. |
Intangible Assets | Intangible Assets The Company's acquisitions have resulted in intangible assets consisting of values assigned to customer relationships, patents, developed technology, licenses, and trademarks, which are considered long-lived assets and are stated at cost less accumulated amortization. These intangible assets, which are considered long-lived assets are amortized over their estimated useful lives and |
Leases | Leases The Company determines if an arrangement is a lease at its inception. Operating and financing lease arrangements are comprised primarily of real estate and equipment agreements for which the right-of-use ("ROU") assets are included in other assets and the corresponding lease liabilities, depending on their maturity, are included in accrued expenses and other current liabilities or other long-term liabilities in the Consolidated Balance Sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The lease term includes options to extend the lease when it is reasonably certain that the option will be exercised. Leases with a term of 12 months or less are not recorded on the Consolidated Balance Sheet. The Company uses its estimated incremental borrowing rate in determining the present value of lease payments considering the term of the lease, which is derived from information available at the lease commencement date, giving consideration to publicly available data for instruments with similar characteristics. The Company accounts for the lease and non-lease components as a single lease component. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs for the Company's Revolving Credit Facility are capitalized and amortized over the term of the facility on a straight-line basis. Amortization is included in interest expense while the unamortized balance is included in other assets. Debt issuance costs for the Company's convertible notes, senior notes and term debt are recorded as a direct deduction from the carrying amounts of such debt, consistent with debt discounts, and are amortized over their term using the effective interest method. Amortization is included in interest expense. |
Contingencies | ContingenciesThe Company is involved in a variety of legal matters, IP matters, environmental, financing and indemnification contingencies that arise in the ordinary course of business. Based on the information available, management evaluates the relevant range and likelihood of potential outcomes and records the appropriate liability when the amount is deemed probable and reasonably estimable. |
Treasury Stock | Treasury Stock Treasury stock is recorded at cost, inclusive of fees, commissions and other expenses, when outstanding common shares are repurchased, bond hedges issued in connection with the convertible notes are settled and when outstanding shares are withheld to satisfy tax withholding obligations in connection with certain shares pursuant to RSUs under the Company's share-based compensation plans. Re-issuance of shares held in treasury stock is accounted for on a first-in, first-out basis. |
Revenue Recognition | Revenue Recognition The Company generates revenue from sales of its semiconductor products to direct customers and distributors. The Company also generates revenue, to a much lesser extent, from product development agreements and manufacturing services provided to customers. Revenue is recognized when the Company satisfies a performance obligation in an amount reflecting the consideration to which it expects to be entitled. For sales agreements, the Company has identified the promise to transfer products, each of which is distinct, as the performance obligation. For product development agreements, the Company has identified the completion of a service defined in the agreement as the performance obligation. The Company applies a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when the performance obligation is satisfied. Sales agreements with customers are renewable periodically and contain terms and conditions with respect to payment, delivery, warranty and supply. In the absence of a sales agreement, the Company’s standard terms and conditions apply. The Company considers the customer purchase orders, governed by sales agreements or the Company’s standard terms and conditions, to be the contract with the customer. The Company evaluates certain factors including the customer’s ability to pay (or credit risk). The Company allocates the transaction price to each distinct product based on its relative stand-alone selling price. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. The Company’s direct customers do not have the right to return products, other than pursuant to the provisions of the Company’s standard warranty. Sales to distributors, however, are typically made pursuant to agreements that provide return rights and stock rotation provisions permitting limited levels of product returns. Sales to certain distributors, primarily those with ship and credit rights, can also be subject to price adjustment on certain products. Although payment terms vary, most distributor agreements require payment within 30 days. In addition, the Company offers cash discounts to certain customers for payments received within an agreed upon time, generally ten days after shipment, which is recorded as a reduction to revenue. The Company recognizes revenue from sales agreements upon transferring control of a product to the customer, which typically occurs when products are shipped or delivered, depending on the delivery terms, or when products that are consigned at customer locations are consumed. The Company recognizes revenue from product development agreements over time based on the cost-to-cost method. Revenue is also recognized over time for products with no alternative use and an enforceable right to payment as they are manufactured, which represents a contract asset. The Company can receive cash payments from customers in advance of the Company’s performance obligation being satisfied, which represents a contract liability. Contract liabilities are recognized as revenue when the performance obligations are satisfied. Sales returns and allowances, which include ship and credit reserves for distributors, are estimated based on historical claims data and expected future claims. Provisions for discounts and rebates to customers, estimated returns and allowances, ship and credit claims and other adjustments are provided for in the same period the related revenue are recognized, and are netted against revenue. Frequently, the Company receives orders with multiple delivery dates that may extend across reporting periods. Each delivery constitutes an individual performance obligation, which consists of transferring control of the products to the customers based on their stand-alone selling price. The Company invoices the customer for each delivery upon shipment and recognizes revenue in accordance with delivery terms. As scheduled delivery dates are within one year, revenue allocated to future shipments of partially completed contracts are not disclosed. The Company records freight and handling costs associated with outbound freight after control over a product has transferred to a customer as a fulfillment cost and includes it in cost of revenue. Taxes assessed by government authorities on revenue-producing transactions, including value-added and excise taxes, are presented on a net basis (excluded from revenue). The Company generally warrants that products sold to its customers will, at the time of shipment, be free from defects in workmanship and materials and conform to specifications. The Company’s standard warranty extends for a period of two years from the date of delivery, except in the case of image sensor products, which are warrantied for one year from the date of delivery. At the time revenue is recognized, the Company establishes an accrual for estimated warranty expenses associated with its sales and records them as a component of the cost of revenue. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. |
Income Taxes | Income Taxes Income taxes are accounted for using the asset and liability method. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for those deferred tax assets for which management cannot conclude that it is more likely than not that such deferred tax assets will be realized. In determining the amount of the valuation allowance, estimated future taxable income, feasible tax planning strategies, future reversals of existing temporary differences and taxable income in prior carryback years, if a carryback is permitted, are considered. If the Company determines it is more likely than not that all or a portion of the remaining deferred tax assets will not be realized, the valuation allowance will be increased with a charge to income tax expense. Conversely, if the Company determines it is more likely than not to be able to utilize all or a portion of the deferred tax assets for which a valuation allowance has been provided, the related portion of the valuation allowance will be recorded as a reduction to income tax expense. The Company recognizes and measures benefits for uncertain tax positions using a two-step approach. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that is it more likely than not that the tax positions will be sustained upon audit, including resolution of any related appeals or litigation processes. For tax positions that are more likely than not to be sustained upon audit, the second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon settlement. No tax benefit is recognized for tax positions that are not more likely than not to be sustained. The Company's practice is to recognize interest and/or penalties related to income tax matters in income tax expense. Significant judgment is required to evaluate uncertain tax positions. Evaluations are based upon a number of factors, including changes in facts or circumstances, changes in tax law, correspondence with tax authorities during the course of tax audits and effective settlement of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in significant increases or decreases in income tax expense in the period in which the change is made, which could have a significant impact to the Company's effective tax rate. |
Foreign Currencies | Foreign Currencies Most of the Company's foreign subsidiaries conduct business primarily in U.S. dollars and, as a result, utilize the U.S. dollar as their functional currency. For the remeasurement of financial statements of these subsidiaries, assets and liabilities in foreign currencies that are receivable or payable in cash are remeasured at current exchange rates, while inventories and other non-monetary assets in foreign currencies are remeasured at historical rates. Gains and losses resulting from the remeasurement of such financial statements are included in the operating results, as are gains and losses incurred on foreign currency transactions. |
Defined Benefit Pension Plans | Defined Benefit Pension Plans The Company maintains defined benefit pension plans covering certain of its foreign employees. Net periodic pension costs and pension obligations are determined based on actuarial assumptions, including discount rates for plan obligations, assumed rates of return on pension plan assets and assumed rates of compensation increases for employees participating in plans. These assumptions are based upon management's judgment and consultation with actuaries, considering all known trends and uncertainties. The service cost component of the net periodic pension cost is allocated between the cost of revenue, research and development, selling and marketing and general and administrative line items, while the other components are included in other expense in the Consolidated Statements of Operations and Comprehensive Income. |
Fair Value Measurement | Fair Value Measurement The Company measures certain of its financial and non-financial assets at fair value by using the fair value hierarchy that prioritizes certain inputs into individual fair value measurement approaches. The fair value hierarchy, which is based on three levels of inputs, of which the first two are considered observable and the third, unobservable. The Company has elected not to carry any of its debt instruments at fair value. |
Recent Accounting Pronouncements | Pending Adoption: ASU 2021-10 - Government Assistance (Topic 832) - Disclosures by Business Entities about Government Assistance ("ASU 2021-10") In November 2021, the FASB issued ASU 2021-10, which is aimed at increasing transparency about certain government assistance received by a business entity. The standard requires business entities to make annual disclosures about the nature of the transactions and the related accounting policy used to account for the transactions, the line items and applicable amounts on the balance sheet and income statement that are affected by the transactions, and significant terms and conditions of the transactions, including commitments and contingencies. If an entity omits any required disclosures because it is legally prohibited, it must disclose that fact. ASU 2021-10 is effective for financial statements issued for annual periods beginning after December 15, 2021. The Company expects the standard to be applicable to its financial statements and is currently evaluating and understanding the requirements for drafting applicable disclosures. ASU 2020-06 - Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ("ASU 2020-06") In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. Entities will not separately present in equity an embedded conversion feature in such debt and will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. Also, ASU 2020-06 requires the application of the if-converted method for the purpose of calculating diluted earnings per share and the treasury stock method will be no longer available. As required, the Company plans to adopt ASU 2020-06 for fiscal 2022 using a modified retrospective approach and expects to record a cumulative effect adjustment of an estimated $66 million to increase opening retained earnings as of January 1, 2022. Due to the adoption of ASU 2020-06, the Company expects interest expense for fiscal 2022 will be lower than for fiscal 2021 by approximately $27 million. At an average stock price of $55, the Company expects an increase of 2.8 million for fiscal 2022 compared to fiscal 2021 in dilutive shares included in diluted weighted-average shares of common stock outstanding for the purpose of calculating diluted earnings per share. These estimates are based on the balance of 1.625% Notes and 0% Notes outstanding as of December 31, 2021. |
Revenue and Segment Informati_2
Revenue and Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting, Measurement Disclosures [Abstract] | |
Revenue and Gross Profit from Reportable Segments | Revenue and gross profit for the Company’s operating and reportable segments are as follows (in millions): PSG ASG ISG Total For year ended December 31, 2021: Revenue from external customers $ 3,439.1 $ 2,399.9 $ 900.8 $ 6,739.8 Segment gross profit 1,318.3 1,055.6 340.4 2,714.3 For year ended December 31, 2020: Revenue from external customers $ 2,606.1 $ 1,910.4 $ 738.5 $ 5,255.0 Segment gross profit (1) 764.1 714.4 237.3 1,715.8 For year ended December 31, 2019: Revenue from external customers $ 2,788.3 $ 1,972.3 $ 757.3 $ 5,517.9 Segment gross profit (1) 986.0 712.1 275.5 1,973.6 _______________________ (1) Beginning in 2021, the Company started including unallocated manufacturing costs as part of segment operating results to determine segment gross profit. As a result, the prior-period amounts have been reclassified to conform to current-period presentation. |
Disaggregation of Revenue | Revenue for the Company's operating and reportable segments disaggregated into geographic locations based on sales billed from the respective country and sales channels are as follows (in millions): Year Ended December 31, 2021 PSG ASG ISG Total Geographic Location Singapore $ 1,097.7 $ 860.4 $ 139.7 $ 2,097.8 Hong Kong 1,055.6 572.4 200.6 1,828.6 United Kingdom 606.4 343.7 173.5 1,123.6 United States 432.0 304.7 194.9 931.6 Other 247.4 318.7 192.1 758.2 Total $ 3,439.1 $ 2,399.9 $ 900.8 $ 6,739.8 Sales Channel Distributors $ 2,443.0 $ 1,335.5 $ 553.5 $ 4,332.0 Direct Customers 996.1 1,064.4 347.3 2,407.8 Total $ 3,439.1 $ 2,399.9 $ 900.8 $ 6,739.8 Year Ended December 31, 2020 PSG ASG ISG Total Geographic Location Singapore $ 978.0 $ 695.0 $ 126.5 $ 1,799.5 Hong Kong 723.2 410.6 177.8 1,311.6 United Kingdom 395.7 264.5 145.7 805.9 United States 282.8 282.0 163.8 728.6 Other 226.4 258.3 124.7 609.4 Total $ 2,606.1 $ 1,910.4 $ 738.5 $ 5,255.0 Sales Channel Distributors $ 1,776.4 $ 986.4 $ 406.8 $ 3,169.6 Direct Customers 829.7 924.0 331.7 2,085.4 Total $ 2,606.1 $ 1,910.4 $ 738.5 $ 5,255.0 Year Ended December 31, 2019 PSG ASG ISG Total Geographic Location Singapore $ 864.7 $ 679.7 $ 168.7 $ 1,713.1 Hong Kong 843.5 436.8 137.0 1,417.3 United Kingdom 467.1 303.5 151.0 921.6 United States 356.3 332.6 121.4 810.3 Other 256.7 219.7 179.2 655.6 Total $ 2,788.3 $ 1,972.3 $ 757.3 $ 5,517.9 Sales Channel Distributors $ 1,740.6 $ 971.5 $ 461.0 $ 3,173.1 Direct Customers 1,047.7 1,000.8 296.3 2,344.8 Total $ 2,788.3 $ 1,972.3 $ 757.3 $ 5,517.9 |
Summary of Property, Plant and Equipment by Geographic Location | Property, plant and equipment, net by geographic location, are summarized as follows (in millions): As of December 31, 2021 2020 United States $ 767.1 $ 686.6 South Korea 492.8 455.5 Philippines 342.4 386.6 China 216.8 229.6 Czech Republic 214.2 216.1 Japan 198.6 209.3 Malaysia 175.3 190.2 Other 117.1 138.4 $ 2,524.3 $ 2,512.3 |
Schedule of Segments and Product Lines | These segments represent the Company's view of the business and as such are used to evaluate progress of major initiatives and allocation of resources. PSG ASG ISG Analog products Analog products Actuator Drivers SiC products ASIC products CMOS Image Sensors Discrete products Connectivity products Image Signal Processors MOSFET products ECL products LSI products Power Module products Foundry products / services Single Photon Detectors Isolation products Gate Driver products Sensors Memory products LSI products Gate Driver products Standard Logic products Standard Logic products WBG products |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Purchase Price Allocation | The preliminary allocation of the purchase price of GTAT to the assets acquired and liabilities assumed based on their relative fair values is as follows (in millions): Purchase Price Allocation Cash and cash equivalents $ 8.2 Inventory and other current assets 10.0 Property, plant and equipment 31.9 Goodwill 274.8 Intangible assets - Developed Technology 130.0 Deferred tax assets 13.4 Other non-current assets 7.4 Total assets acquired 475.7 Current liabilities 5.8 Other long-term liabilities 35.0 Total liabilities assumed 40.8 Net assets acquired/purchase price $ 434.9 The following table presents the allocation of the purchase price of Quantenna for the assets acquired and liabilities assumed based on their relative fair values (in millions): Purchase Price Allocation Cash and cash equivalents $ 133.4 Receivables 22.2 Inventories 41.8 Other current assets 4.3 Property, plant and equipment 16.9 Goodwill 726.7 Intangible assets (excluding IPRD) 87.1 IPRD 23.8 Deferred tax assets 29.2 Other non-current assets 12.7 Total assets acquired 1,098.1 Accounts payable 22.6 Other current liabilities 17.5 Deferred tax liabilities 3.3 Other non-current liabilities 15.4 Total liabilities assumed 58.8 Net assets acquired/purchase price $ 1,039.3 |
Schedule of Pro Forma Information | The following unaudited pro-forma consolidated results of operations for the years ended December 31, 2021 and December 31, 2020 have been prepared as if the acquisition of GTAT had occurred on January 1, 2020 and includes adjustments for the effect of fair value changes, transaction costs, taxation and financial structure (in millions): Year Ended December 31, 2021 December 31, 2020 Revenue $ 6,750.4 $ 5,262.5 Net income 972.4 210.3 Net income attributable to ON Semiconductor Corporation 970.8 208.1 Year Ended December 31, 2019 Revenue $ 5,613.2 Net income 218.2 Net income attributable to ON Semiconductor Corporation 216.0 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill by Operating Segment | The following table summarizes goodwill by operating and reportable segments (in millions): As of December 31, 2021 As of December 31, 2020 As of December 31, 2019 Goodwill Accumulated Impairment Losses Carrying Value Goodwill Accumulated Impairment Losses Carrying Value Goodwill Accumulated Impairment Losses Carrying Value Operating and Reportable Segments: ASG $ 1,566.3 $ (418.9) $ 1,147.4 $ 1,566.3 $ (418.9) $ 1,147.4 $ 1,563.4 $ (418.9) $ 1,144.5 ISG 114.0 — 114.0 114.7 — 114.7 114.4 — 114.4 PSG 708.0 (31.9) 676.1 433.2 (31.9) 401.3 432.2 (31.9) 400.3 Total $ 2,388.3 $ (450.8) $ 1,937.5 $ 2,114.2 $ (450.8) $ 1,663.4 $ 2,110.0 $ (450.8) $ 1,659.2 |
Schedule of Change in Goodwill | The following table summarizes the change in goodwill (in millions): Net balance as of December 31, 2019 $ 1,659.2 Addition due to business combination 4.2 Net balance as of December 31, 2020 1,663.4 Addition due to business combination 274.8 Divestiture of a business (0.7) Net balance as of December 31, 2021 $ 1,937.5 |
Summary of Intangible Assets, Net | Intangible assets subject to amortization, net, were as follows (in millions): As of December 31, 2021 Original Accumulated Accumulated Impairment Losses Carrying Customer relationships $ 581.5 $ (436.3) $ (17.6) $ 127.6 Developed technology 928.1 (600.5) (2.6) 325.0 Licenses 30.0 (0.3) — 29.7 Other intangibles 79.1 (62.1) (15.2) 1.8 Total intangible assets $ 1,618.7 $ (1,099.2) $ (35.4) $ 484.1 As of December 31, 2020 Original Accumulated Accumulated Impairment Losses Carrying Customer relationships $ 581.5 $ (411.7) $ (17.6) $ 152.2 Developed technology 794.7 (532.9) (2.6) 259.2 Licenses 30.0 — — 30.0 Other intangibles 79.3 (60.6) (15.2) 3.5 Total intangible assets $ 1,485.5 $ (1,005.2) $ (35.4) $ 444.9 |
Summary of Amortization Expense | Amortization expense for the intangible assets is expected to be as follows over the next five years, and thereafter (in millions): 2022 $ 85.3 2023 69.2 2024 67.5 2025 55.8 2026 47.7 Thereafter 158.6 Total estimated amortization expense $ 484.1 |
Restructuring, Asset Impairme_2
Restructuring, Asset Impairments and Other Charges, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring Charges [Abstract] | |
Summary of Restructuring, Asset Impairments and Other, Net | Details of restructuring, asset impairments and other charges, net are as follows (in millions): Restructuring Asset Impairments (1) Other Total Year Ended December 31, 2021 2021 Involuntary separation program 65.3 — — 65.3 Other 2.2 3.3 0.6 6.1 Total $ 67.5 $ 3.3 $ 0.6 $ 71.4 Year Ended December 31, 2020 Voluntary separation program $ 27.5 $ — $ — $ 27.5 2020 Involuntary separation program 11.8 — — 11.8 General workforce reduction 12.3 — — 12.3 Other — 17.5 (3.9) 13.6 Total $ 51.6 $ 17.5 $ (3.9) $ 65.2 Year Ended December 31, 2019 General workforce reduction $ 8.4 $ — $ — $ 8.4 Post-Quantenna acquisition restructuring 15.7 — — 15.7 Other $ 0.8 $ 3.4 $ 0.4 $ 4.6 Total $ 24.9 $ 3.4 $ 0.4 $ 28.7 _______________________ |
Rollforward of Accrued Restructuring Charges | Summary of changes in accrued restructuring charges are as follows (in millions): Estimated employee separation charges Estimated costs to exit Total Balance as of December 31, 2019 $ 0.1 $ 0.1 $ 0.2 Charges 51.6 — 51.6 Usage (45.5) (0.1) (45.6) Balance as of December 31, 2020 $ 6.2 $ — $ 6.2 Charges 67.5 — 67.5 Usage (62.9) — (62.9) Balance as of December 31, 2021 $ 10.8 $ — $ 10.8 |
Balance Sheet Information (Tabl
Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Supplemental Balance Sheet Information | Certain significant amounts included in the Company's Consolidated Balance Sheets consist of the following (in millions): As of December 31, 2021 December 31, 2020 Inventories: Raw materials $ 174.2 $ 135.7 Work in process 888.9 829.7 Finished goods 316.4 286.0 $ 1,379.5 $ 1,251.4 Property, plant and equipment, net: Land $ 118.5 $ 119.7 Buildings 968.5 850.0 Machinery and equipment 4,777.8 4,538.0 Property, plant and equipment, gross 5,864.8 5,507.7 Less: Accumulated depreciation (3,340.5) (2,995.4) $ 2,524.3 $ 2,512.3 Accrued expenses: Accrued payroll and related benefits $ 285.4 $ 166.8 Sales related reserves 229.9 233.3 Income taxes payable 23.6 25.5 Other (1) 208.7 144.4 $ 747.6 $ 570.0 _______________________ (1) The current portion of operating and financing lease liabilities are included in this amount. See discussion below. |
Components of Lease Expense and Lease Liabilities | The components of operating lease expense are as follows (in millions): Year Ended December 31, 2021 December 31, 2020 December 31, 2019 Operating lease $ 39.7 $ 38.2 $ 35.0 Variable lease 3.8 4.2 4.0 Short-term lease 2.0 4.1 2.6 Total lease expense $ 45.5 $ 46.5 $ 41.6 The operating and financing lease liabilities included in the Consolidated Balance Sheets are as follows (in millions): As of December 31, 2021 December 31, 2020 Operating lease liabilities included in: Accrued expenses and other current liabilities $ 32.5 $ 32.2 Other long-term liabilities 142.4 115.7 Total $ 174.9 $ 147.9 Operating ROU assets included in: Other assets $ 170.1 136.3 Financing lease liabilities included in: Accrued expenses and other current liabilities $ 12.7 $ — Other long-term liabilities 10.2 — Total $ 22.9 $ — Financing ROU assets included in: Other assets $ 22.3 — |
Reconciliation of the Maturities of Operating Leases | The reconciliation of the maturities of the operating and financing leases to the lease liabilities recorded in the Consolidated Balance Sheet as of December 31, 2021 is as follows (in millions): Operating Leases Finance Leases 2022 $ 37.9 $ 13.6 2023 31.5 0.7 2024 28.7 0.7 2025 19.6 0.7 2026 12.4 0.8 Thereafter 85.0 15.2 Total lease payments 215.1 31.7 Less: Interest (40.2) (8.8) Total lease liabilities $ 174.9 $ 22.9 |
Reconciliation of the Maturities of Finance Leases | The reconciliation of the maturities of the operating and financing leases to the lease liabilities recorded in the Consolidated Balance Sheet as of December 31, 2021 is as follows (in millions): Operating Leases Finance Leases 2022 $ 37.9 $ 13.6 2023 31.5 0.7 2024 28.7 0.7 2025 19.6 0.7 2026 12.4 0.8 Thereafter 85.0 15.2 Total lease payments 215.1 31.7 Less: Interest (40.2) (8.8) Total lease liabilities $ 174.9 $ 22.9 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | The Company's long-term debt consists of the following (annualized interest rates, dollars in millions): As of December 31, 2021 December 31, 2020 Amended Credit Agreement: Revolving Credit Facility due 2024, interest payable monthly at —% and 1.90%, respectively $ — $ 700.0 Term Loan "B" Facility due 2026, interest payable monthly at 2.10% and 2.15%, respectively 1,598.2 1,614.5 0% Notes due 2027 805.0 — 3.875% Notes due 2028 (1) 700.0 700.0 1.625% Notes due 2023 (2) 155.1 575.0 Gross long-term debt, including current maturities 3,258.3 3,589.5 Less: Debt discount (3) (149.0) (69.7) Less: Debt issuance costs (4) (34.7) (28.5) Net long-term debt, including current maturities 3,074.6 3,491.3 Less: Current maturities (160.7) (531.6) Net long-term debt $ 2,913.9 $ 2,959.7 _______________________ (1) Interest is payable on March 1 and September 1 of each year at 3.875% annually. (2) Interest is payable on April 15 and October 15 of each year at 1.625% annually. (3) Debt discount of $7.5 million and $9.0 million for the Term Loan "B" Facility, $126.1 million and zero for the 0% Notes, $5.8 million and $6.5 million for the 3.875% Notes and $9.6 million and $54.2 million for the 1.625% Notes, in each case as of December 31, 2021 and December 31, 2020, respectively. (4) Debt issuance costs of $17.7 million and $21.0 million for the Term Loan "B" Facility, $14.1 million and zero for the 0% Notes, $2.0 million and $2.3 million for the 3.875% Notes and $0.9 million and $5.2 million for the 1.625% Notes, in each case as of December 31, 2021 and December 31, 2020, respectively. |
Schedule of Annual Maturities Relating to Long-Term Debt | Expected maturities of gross long-term debt (including current portion - see section regarding 1.625% Notes below) as of December 31, 2021 are as follows (in millions): Expected 2022 $ 171.5 2023 16.3 2024 16.3 2025 16.3 2026 1,532.9 Thereafter 1,505.0 Total $ 3,258.3 |
Earnings Per Share and Equity (
Earnings Per Share and Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Net Income Per Share | Net income per share of common stock attributable to ON Semiconductor Corporation is shown below (in millions, except per share data): Year ended December 31, 2021 2020 2019 Net income attributable to ON Semiconductor Corporation $ 1,009.6 $ 234.2 $ 211.7 Basic weighted-average shares of common stock outstanding 425.7 410.7 410.9 Add: Incremental shares for: Dilutive effect of share-based awards 2.5 1.9 1.9 Dilutive effect of convertible notes and warrants 15.6 6.2 3.2 Diluted weighted average shares of common stock outstanding 443.8 418.8 416.0 Net income per share of common stock attributable to ON Semiconductor Corporation: Basic $ 2.37 $ 0.57 $ 0.52 Diluted $ 2.27 $ 0.56 $ 0.51 |
Schedule of Share Repurchase Program | Activity under the Share Repurchase Program is as follows (in millions, except per share data): Year ended December 31, 2021 2020 2019 Number of repurchased shares (1) — 3.6 7.8 Aggregate purchase price $ — $ 65.3 $ 138.9 Fees, commissions and other expenses — 0.1 0.1 Total cash used for share repurchases $ — $ 65.4 $ 139.0 Weighted-average purchase price per share (2) $ — $ 18.08 $ 17.89 Available under the Share Repurchase Program $ 1,295.8 $ 1,295.8 $ 1,361.1 _______________________ (1) None of these shares had been reissued or retired as of December 31, 2021 but may be reissued or retired later. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Share-Based Compensation Expense | Total share-based compensation expense related to the Company's RSUs, stock grant awards and ESPP was recorded within the Consolidated Statements of Operations and Comprehensive Income as follows (in millions): Year Ended December 31, 2021 2020 2019 Cost of revenue $ 15.6 $ 11.5 $ 10.6 Research and development 24.2 18.2 17.0 Selling and marketing 16.6 12.9 14.8 General and administrative 44.9 25.1 37.0 Share-based compensation expense 101.3 67.7 79.4 Income tax benefit (21.3) (14.2) (16.7) Share-based compensation expense, net of taxes $ 80.0 $ 53.5 $ 62.7 |
Summary of Restricted Stock Units Transactions | A summary of activity of RSUs during the year ended December 31, 2021 is as follows (number of shares in millions): Number of Shares Weighted-Average Grant Date Fair Value Nonvested shares of RSUs at December 31, 2020 11.3 $ 20.73 Granted 2.6 42.45 Released (3.0) 21.51 Forfeited (4.7) 22.03 Nonvested shares of RSUs at December 31, 2021 6.2 28.60 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
Summary of Net Periodic Pension Cost | Following is a summary of the status of the Company's foreign defined benefit pension plans and the net periodic pension cost ($ in millions): Year Ended December 31, 2021 2020 2019 Service cost $ 11.7 $ 10.9 $ 9.4 Interest cost 4.5 4.7 5.0 Expected return on plan assets (6.5) (6.3) (6.0) Curtailment gain (0.4) (1.6) — Actuarial (gains) losses (21.4) 4.0 15.6 Total net periodic pension (gain) cost $ (12.1) $ 11.7 $ 24.0 Weighted average assumptions Discount rate used for net periodic pension costs 1.31 % 1.43 % 1.74 % Discount rate used for pension benefit obligations 1.54 % 1.31 % 1.43 % Expected return on plan assets 3.04 % 3.06 % 3.23 % Rate of compensation increase 3.45 % 3.26 % 3.07 % |
Summary of Status Of Foreign Pension Plans | 2021 2020 Change in projected benefit obligation (PBO) Projected benefit obligation at the beginning of the year $ 351.2 $ 322.9 Service cost 11.7 10.9 Interest cost 4.5 4.7 Net actuarial (gain) loss (18.4) 8.1 Benefits paid by plan assets (15.9) (8.9) Benefits paid by the Company (12.2) (7.4) Participant contributions 0.1 — Curtailments and settlements (0.4) (1.6) Translation and other (gain) loss (27.0) 22.5 Projected benefit obligation at the end of the year $ 293.6 $ 351.2 Accumulated benefit obligation at the end of the year $ 244.5 $ 288.3 Change in plan assets Fair value of plan assets at the beginning of the year $ 209.3 $ 190.2 Actual return on plan assets 9.5 10.4 Benefits paid from plan assets (15.9) (8.9) Employer contributions 3.9 4.3 Translation and other gain (loss) (17.1) 13.3 Fair value of plan assets at the end of the year $ 189.7 $ 209.3 As of December 31, 2021 2020 Plans with underfunded or non-funded projected benefit obligation Projected benefit obligation $ 205.2 $ 248.7 Fair value of plan assets 86.6 97.7 Plans with underfunded or non-funded accumulated benefit obligation Accumulated benefit obligation $ 131.6 $ 189.4 Fair value of plan assets 58.9 97.7 Amounts recognized in the balance sheet consist of Non-current assets $ 14.7 $ 9.0 Current liabilities (0.2) (0.3) Non-current liabilities (118.4) (150.6) Funded status $ (103.9) $ (141.9) |
Fair Value Measurement of Plan Assets | The following table sets forth, by level within the fair value hierarchy, a summary of investments measured at fair value and the asset allocations of the plan assets in the Company's foreign pension plans (in millions): As of December 31, 2021 Allocation Total Level 1 Level 2 Level 3 Asset Category Cash/Money Markets 2 % $ 3.6 $ 3.6 $ — $ — Foreign Government/Treasury Securities (1) 9 % 17.2 17.2 — — Corporate Bonds, Debentures (2) 17 % 32.5 — 32.5 — Equity Securities (3) 27 % 52.3 — 52.3 — Mutual Funds 6 % 10.9 — 10.9 — Investment and Insurance Contracts (4) 39 % 73.2 — 22.6 50.6 100 % $ 189.7 $ 20.8 $ 118.3 $ 50.6 As of December 31, 2020 Allocation Total Level 1 Level 2 Level 3 Asset Category Cash/Money Markets 2 % $ 4.1 $ 4.1 $ — $ — Foreign Government/Treasury Securities (1) 10 % 21.4 21.4 — — Corporate Bonds, Debentures (2) 18 % 36.9 — 36.9 — Equity Securities (3) 23 % 48.5 — 48.5 — Mutual Funds 5 % 9.5 — 9.5 — Investment and Insurance Contracts (4) 42 % 88.9 — 31.4 57.5 100 % $ 209.3 $ 25.5 $ 126.3 $ 57.5 _______________________ (1) Includes investments primarily in guaranteed return securities. (2) Includes investments in government bonds and corporate bonds of developed countries, emerging market government bonds, emerging market corporate bonds and convertible bonds. (3) Includes investments in equity securities of developed countries and emerging markets. (4) Includes certain investments with insurance companies that guarantee a minimum rate of return on the investment. |
Activity of Plan Assets With Fair Value Measurement Using Significant Unobservable Inputs | Activity during the years ended December 31, 2021 and 2020, respectively, for plan assets with fair value measurement using significant unobservable inputs (Level 3) were as follows (in millions): Investment and Insurance Contracts Balance at December 31, 2019 $ 52.0 Actual return on plan assets 0.8 Purchase, sales and settlements, net (0.3) Foreign currency impact 5.0 Balance at December 31, 2020 $ 57.5 Actual return on plan assets (0.8) Purchase, sales and settlements, net (2.1) Foreign currency impact (4.0) Balance at December 31, 2021 $ 50.6 |
Expected Benefit Payments | The expected benefit payments from the Company's defined benefit plans from 2022 through 2026 and the five years thereafter are as follows (in millions): 2022 $ 8.9 2023 10.1 2024 12.1 2025 14.5 2026 15.3 Five years thereafter 101.7 Total $ 162.6 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Purchase Obligations | The following is a schedule by year of future minimum purchase obligations under non-cancelable arrangements entered into during the ordinary course of business as of December 31, 2021 (in millions): Year Ending December 31, 2022 (1) $ 1,292.6 2023 326.8 2024 256.5 2025 4.9 2026 2.8 Thereafter 8.1 Total $ 1,891.7 (1) The Company had incurred additional commitments related to the pending acquisition of a manufacturing facility (See Note 5: ''Acquisitions and Divestitures''), of which $170.0 million was deposited with the seller during the prior years. The remaining commitment of $230.0 million will be owed on or around December 31, 2022. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Available-for-sale Securities | The following table summarizes the Company's financial assets and liabilities, excluding pension assets, disaggregated by the security type, measured at fair value on a recurring basis (in millions): As of December 31, 2021 Fair Value Level Description Amortized Cost Unrealized gains Unrealized losses Fair value Level 1 Level 2 Assets: Cash and cash equivalents: Demand and time deposits $ 19.5 $ — $ — $ 19.5 $ 19.5 $ — Money market funds 0.7 — — 0.7 0.7 — Corporate bonds 1.6 — — 1.6 — 1.6 Commercial paper 2.0 — — 2.0 — 2.0 Other current assets: Corporate bonds $ 16.0 $ — $ — $ 16.0 $ — $ 16.0 Certificate of deposit 1.9 — — 1.9 — 1.9 Commercial paper 5.0 — — 5.0 3.0 2.0 US Treasury bonds 0.4 — — 0.4 — 0.4 Other assets: Corporate bonds $ 19.7 $ — $ — $ 19.7 $ — $ 19.7 US Treasury bonds 1.6 — — 1.6 — 1.6 The investments included in other assets have maturity dates ranging between one As of December 31, 2020 Fair Value Level Description Amortized Cost Unrealized gains Unrealized losses Fair value Level 1 Level 2 Assets: Cash and cash equivalents: Demand and time deposits $ 8.5 $ — $ — $ 8.5 $ 8.5 $ — |
Fair Value, by Balance Sheet Grouping | The carrying amounts and fair value of the Company’s long-term borrowings are as follows (in millions): As of December 31, 2021 2020 Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt, including current portion (1) Convertible notes $ 809.4 $ 1,696.7 $ 515.6 $ 967.1 Long-term debt 2,265.2 2,245.5 2,975.7 2,966.8 _______________________ (1) Long-term debt is carried on the Consolidated Balance Sheets at historical cost net of debt discount and issuance costs. |
Fair Value Measurements, Nonrecurring | The following table shows the adjustments to fair value of certain of the Company's non-financial assets that had an impact on the Company's results of operations (in millions): Year Ended December 31, 2021 2020 2019 Nonrecurring fair value measurements Asset impairments (Level 3) $ 7.9 $ 17.5 $ 3.4 IPRD impairments (Level 3) 2.9 1.3 1.6 $ 10.8 $ 18.8 $ 5.0 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Schedule of Net Foreign Exchange Positions | The following schedule summarizes the Company's net foreign exchange positions in U.S. dollars (in millions): As of December 31, 2021 2020 Buy (Sell) Notional Amount Buy (Sell) Notional Amount Philippine Peso 67.1 67.1 57.2 57.2 Euro 65.9 65.9 47.7 47.7 Korean Won 44.1 44.1 34.4 34.4 Japanese Yen 33.2 33.2 71.2 71.2 Chinese Yuan 15.1 15.1 17.7 17.7 Singapore Dollar 15.7 15.7 5.7 5.7 Czech Koruna 15.0 15.0 — — Other currencies - Buy 27.9 27.9 18.4 18.4 Other currencies - Sell (4.3) 4.3 (11.1) 11.1 $ 279.7 288.3 $ 241.2 $ 263.4 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income (Loss) Before Income Taxes And Minority Interests | The Company's geographic sources of income (loss) before income taxes and non-controlling interest are as follows (in millions): Year ended December 31, 2021 2020 2019 United States $ 873.2 $ (181.2) $ (308.2) Foreign 284.6 357.8 584.8 Income before income taxes $ 1,157.8 $ 176.6 $ 276.6 |
Provision (Benefit) For Income Taxes | The Company's provision (benefit) for income taxes is as follows (in millions): Year ended December 31, 2021 2020 2019 Current: Federal $ 8.0 $ 0.6 $ 1.2 State and local 4.8 0.1 — Foreign 43.3 54.0 48.5 56.1 54.7 49.7 Deferred: Federal 89.2 (69.2) (5.0) State and local 7.8 (66.4) — Foreign (6.5) 21.1 18.0 90.5 (114.5) 13.0 Total provision (benefit) $ 146.6 $ (59.8) $ 62.7 |
Reconciliation Of The U.S. Federal Statutory Income Tax Rate | A reconciliation of the U.S. federal statutory income tax rate to the Company's effective income tax rate is as follows: Year ended December 31, 2021 2020 2019 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % Increase (decrease) resulting from: State and local taxes, net of federal tax benefit 1.4 (1.4) (2.6) Impact of foreign operations (2.0) 7.6 3.8 Foreign derived intangible income benefit (7.8) — — Impact of the Domestication (1) — (35.7) — Change in valuation allowance and related effects (2) (0.4) (24.4) 1.8 Non-deductible share-based compensation costs (0.1) 1.7 (0.5) U.S. federal R&D credit (0.4) (3.6) (3.7) Non-deductible officer compensation 0.4 1.1 1.5 Other (3) 0.6 (0.1) 1.4 Total 12.7 % (33.8) % 22.7 % _______________________ (1) On July 6, 2020, the Company completed a simplification of its corporate structure by repatriating the economic rights of its non-U.S. IP to the United States via domestication of certain foreign subsidiaries (the "Domestication"). The Domestication more closely aligns the Company's corporate structure with its operating structure in accordance with the OECD’s BEPS conclusions and changes to U.S. and European tax laws. The impact of the Domestication, which is regarded as a change in tax status, resulted in a benefit primarily from recognizing certain deferred tax assets, net of deferred tax liabilities, of $63.0 million, or 35.7%. (2) For the year ended December 31, 2021, this included a benefit of $26.3 million, or 2.2% related to a decrease in the valuation allowance for the expiration of Japan net operating losses ("NOLs"), partially netted with an offsetting expense of $22.6 million, or 1.9% related to the expiration of those same Japan NOLs. For the year ended December 31, 2020, this included a benefit of $49.4 million, or 28.0%, for the release of a partial state valuation allowance due to an increase to forecasted domestic income as a result of the Domestication of certain foreign subsidiaries and an expense of $61.8 million, or 35.0%, primarily related to the expiration of Japan NOLs, netted with the offsetting benefit of $61.8 million, or 35.0%, primarily for the decrease in the related valuation allowance for those same Japan NOLs. For the year ended December 31, 2019, this included an expense of $11.2 million, or 4.0%, primarily related to the write-off of Hong Kong NOL and expiration of Japan NOL, netted with the offsetting benefit of $11.2 million, or 4.0%, primarily for the decrease in related valuation allowance for those same Hong Kong and Japan NOLs. (3) For the year ended December 31, 2021, this included an expense of $8.5 million, or 0.7%, related to an election to waive Base Erosion Anti-Abuse Tax ("BEAT") deductions for all U.S. federal tax purposes for the 2021 tax year. |
Tax Effects Of Temporary Differences | The tax effects of temporary differences in the recognition of income and expense for tax and financial reporting purposes that give rise to significant portions of the net deferred tax asset (liability) are as follows (in millions): As of December 31, 2021 2020 NOL and tax credit carryforwards $ 354.4 $ 471.6 163 (j) interest expense carryforward 17.4 65.7 Lease liabilities 50.2 32.5 ROU asset (49.2) (32.5) Tax-deductible goodwill and amortizable intangibles (57.5) (38.0) Capitalization of research and development expenses 185.8 90.7 Reserves and accruals 109.2 68.4 Property, plant and equipment (110.6) (95.8) Inventories 67.9 84.3 Undistributed earnings of foreign subsidiaries (58.7) (57.5) Share-based compensation 7.9 7.7 Pension 15.3 21.2 Other 18.4 3.2 Deferred tax assets and liabilities before valuation allowance 550.5 621.5 Valuation allowance (227.4) (249.9) Net deferred tax asset $ 323.1 $ 371.6 |
Activity For Unrecognized Gross Tax Benefits | The activity for unrecognized gross tax benefits is as follows (in millions): 2021 2020 2019 Balance at beginning of year $ 151.0 $ 130.0 $ 112.2 Acquired balances 9.3 — 15.5 Additions for tax benefits related to the current year 3.1 11.9 9.4 Additions for tax benefits of prior years — 12.3 8.0 Reductions for tax benefits of prior years (19.7) (1.4) (0.2) Lapse of statute (2.7) (1.3) (8.2) Settlements (3.8) (0.5) (6.7) Balance at end of year $ 137.2 $ 151.0 $ 130.0 |
Changes in Accumulated Other _2
Changes in Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | Amounts comprising the Company's accumulated other comprehensive loss and reclassifications are as follows (in millions): Currency Translation Adjustments Effects of Cash Flow Hedges Total Balance December 31, 2019 $ (42.4) $ (11.9) $ (54.3) Other comprehensive income prior to reclassifications 1.8 14.9 16.7 Amounts reclassified from accumulated other comprehensive loss — (20.0) (20.0) Net current period other comprehensive income (loss) (1) 1.8 (5.1) (3.3) Balance December 31, 2020 (40.6) (17.0) (57.6) Other comprehensive income (loss) prior to reclassifications (3.8) 39.9 36.1 Amounts reclassified from accumulated other comprehensive loss — (19.1) (19.1) Net current period other comprehensive income (loss) (1) (3.8) 20.8 17.0 Balance December 31, 2021 $ (44.4) $ 3.8 $ (40.6) _______________________ (1) Effects of cash flow hedges are net of tax expense of $6.1 million and tax benefit of $1.7 million for the years ended December 31, 2021 and 2020, respectively. |
Schedule of Reclassifications from Accumulated Other Comprehensive Loss | Amounts reclassified from accumulated other comprehensive loss to the specific caption within the Consolidated Statements of Operations and Comprehensive Income were as follows: Year Ended December 31, To caption 2021 2020 Interest rate swaps $19.1 $20.0 Interest expense Total reclassifications $19.1 $20.0 |
Supplemental Disclosures (Table
Supplemental Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Certain of the Company's cash and non-cash activities were as follows (in millions): Year ended December 31, 2021 2020 2019 Non-cash investing activities: Capital expenditures in accounts payable and other long-term liabilities $ 150.7 $ 162.5 $ 155.3 Divestiture/Sale of property in exchange for note receivable 7.5 7.2 — Operating ROU assets obtained in exchange of lease liabilities 69.3 58.2 17.5 Finance ROU assets obtained in exchange of lease liabilities 22.3 — — Non-cash financing activities: Liability incurred for purchase of business $ — $ — $ 12.7 Cash paid for: Interest expense $ 96.9 $ 109.1 $ 97.2 Income taxes 88.2 52.5 62.9 Operating lease payments in operating cash flows 42.1 36.9 37.6 |
Schedule of Cash and Cash Equivalents | Following is a reconciliation of the captions in the Consolidated Balance Sheets to the Consolidated Statements of Cash Flows (in millions): As of December 31, 2021 2020 2019 Consolidated Balance Sheets: Cash and cash equivalents $ 1,352.6 $ 1,080.7 $ 894.2 Restricted cash (included in other current assets) 20.1 0.8 — Restricted cash (included in other non-current assets) 5.0 — — Cash, cash equivalents and restricted cash in Consolidated Statements of Cash Flows $ 1,377.7 $ 1,081.5 $ 894.2 |
Schedule of Restrictions on Cash and Cash Equivalents | Following is a reconciliation of the captions in the Consolidated Balance Sheets to the Consolidated Statements of Cash Flows (in millions): As of December 31, 2021 2020 2019 Consolidated Balance Sheets: Cash and cash equivalents $ 1,352.6 $ 1,080.7 $ 894.2 Restricted cash (included in other current assets) 20.1 0.8 — Restricted cash (included in other non-current assets) 5.0 — — Cash, cash equivalents and restricted cash in Consolidated Statements of Cash Flows $ 1,377.7 $ 1,081.5 $ 894.2 |
Background and Basis of Prese_2
Background and Basis of Presentation (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 3 |
Number of reportable segments | 3 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies [Line Items] | |
Payment terms | 30 days |
Payment period to receive cash discount | 10 days |
Standard product warranty, period from the date of delivery | 2 years |
ISG | |
Significant Accounting Policies [Line Items] | |
Standard product warranty, period from the date of delivery | 1 year |
Minimum | Buildings | |
Significant Accounting Policies [Line Items] | |
Estimated useful lives of property, plant and equipment (in years) | 30 years |
Minimum | Computers, machinery and equipment | |
Significant Accounting Policies [Line Items] | |
Estimated useful lives of property, plant and equipment (in years) | 3 years |
Maximum | Computers, machinery and equipment | |
Significant Accounting Policies [Line Items] | |
Estimated useful lives of property, plant and equipment (in years) | 10 years |
Revenue and Segment Informati_3
Revenue and Segment Information - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 6,739.8 | $ 5,255 | $ 5,517.9 |
Number of operating segments | segment | 3 | ||
Number of reportable segments | segment | 3 | ||
One Customer | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 13.00% | 11.00% | |
Product | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 6,719.9 | $ 5,227.8 | 5,492 |
Product development agreements | |||
Segment Reporting Information [Line Items] | |||
Revenue | 19.9 | $ 27.2 | $ 25.9 |
Long Term Supply Arrangement | |||
Segment Reporting Information [Line Items] | |||
Contract liability | 57.1 | ||
Contract receivable | 11.5 | ||
Current contract liability | 25.8 | ||
Noncurrent contract liability | $ 30 |
Revenue and Segment Informati_4
Revenue and Segment Information - Remaining Performance Obligation (Details) $ in Billions | Dec. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue remaining performance obligation, amount | $ 8.6 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue remaining performance obligation, percentage | 25.00% |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Revenue and Segment Informati_5
Revenue and Segment Information - Segment Information Of Revenues, Gross Profit And Operating Income (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Revenue from external customers | $ 6,739.8 | $ 5,255 | $ 5,517.9 |
Segment gross profit | 2,714.3 | 1,715.8 | 1,973.6 |
PSG | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 3,439.1 | 2,606.1 | 2,788.3 |
Segment gross profit | 1,318.3 | 764.1 | 986 |
ASG | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 2,399.9 | 1,910.4 | 1,972.3 |
Segment gross profit | 1,055.6 | 714.4 | 712.1 |
ISG | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 900.8 | 738.5 | 757.3 |
Segment gross profit | $ 340.4 | $ 237.3 | $ 275.5 |
Revenue and Segment Informati_6
Revenue and Segment Information - Revenues by Geographic Location Including Local Sales and Exports (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Revenue from external customers | $ 6,739.8 | $ 5,255 | $ 5,517.9 |
Distributors | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 4,332 | 3,169.6 | 3,173.1 |
Direct Customers | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 2,407.8 | 2,085.4 | 2,344.8 |
Singapore | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 2,097.8 | 1,799.5 | 1,713.1 |
Hong Kong | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 1,828.6 | 1,311.6 | 1,417.3 |
United Kingdom | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 1,123.6 | 805.9 | 921.6 |
United States | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 931.6 | 728.6 | 810.3 |
Other | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 758.2 | 609.4 | 655.6 |
PSG | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 3,439.1 | 2,606.1 | 2,788.3 |
PSG | Distributors | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 2,443 | 1,776.4 | 1,740.6 |
PSG | Direct Customers | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 996.1 | 829.7 | 1,047.7 |
PSG | Singapore | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 1,097.7 | 978 | 864.7 |
PSG | Hong Kong | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 1,055.6 | 723.2 | 843.5 |
PSG | United Kingdom | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 606.4 | 395.7 | 467.1 |
PSG | United States | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 432 | 282.8 | 356.3 |
PSG | Other | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 247.4 | 226.4 | 256.7 |
ASG | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 2,399.9 | 1,910.4 | 1,972.3 |
ASG | Distributors | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 1,335.5 | 986.4 | 971.5 |
ASG | Direct Customers | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 1,064.4 | 924 | 1,000.8 |
ASG | Singapore | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 860.4 | 695 | 679.7 |
ASG | Hong Kong | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 572.4 | 410.6 | 436.8 |
ASG | United Kingdom | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 343.7 | 264.5 | 303.5 |
ASG | United States | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 304.7 | 282 | 332.6 |
ASG | Other | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 318.7 | 258.3 | 219.7 |
ISG | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 900.8 | 738.5 | 757.3 |
ISG | Distributors | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 553.5 | 406.8 | 461 |
ISG | Direct Customers | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 347.3 | 331.7 | 296.3 |
ISG | Singapore | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 139.7 | 126.5 | 168.7 |
ISG | Hong Kong | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 200.6 | 177.8 | 137 |
ISG | United Kingdom | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 173.5 | 145.7 | 151 |
ISG | United States | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 194.9 | 163.8 | 121.4 |
ISG | Other | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | $ 192.1 | $ 124.7 | $ 179.2 |
Revenue and Segment Informati_7
Revenue and Segment Information - Summary of Property, Plant and Equipment by Geographic Location (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 2,524.3 | $ 2,512.3 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 767.1 | 686.6 |
South Korea | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 492.8 | 455.5 |
Philippines | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 342.4 | 386.6 |
China | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 216.8 | 229.6 |
Czech Republic | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 214.2 | 216.1 |
Japan | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 198.6 | 209.3 |
Malaysia | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 175.3 | 190.2 |
Other | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 117.1 | $ 138.4 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||||||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2022 | Dec. 14, 2021 | May 19, 2021 | May 11, 2021 | May 10, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Cumulative effect adjustment | $ 2,435.1 | $ 1,425.5 | |||||||
Dilutive effect of convertible notes and warrants (in shares) | 15.6 | 6.2 | 3.2 | ||||||
Forecast | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Average stock price (in dollars per share) | $ 55 | ||||||||
Cumulative Effect, Period of Adoption, Adjustment | Forecast | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Cumulative effect adjustment | $ 66 | ||||||||
Change in interest expense | $ 27 | ||||||||
Dilutive effect of convertible notes and warrants (in shares) | 2.8 | ||||||||
1.625% Notes | Convertible Debt | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Debt instrument, interest rate (as a percent) | 1.625% | 1.625% | 1.625% | 1.625% | 1.625% | 1.625% | |||
0% Notes | Convertible Debt | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Debt instrument, interest rate (as a percent) | 0.00% |
Acquisitions and Divestitures -
Acquisitions and Divestitures - 2021 GTAT Acquisition (Details) - USD ($) $ in Millions | Oct. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Acquisition and divestiture related costs | $ 11.9 | $ 1 | $ 11.3 | |
Goodwill | $ 1,937.5 | $ 1,663.4 | $ 1,659.2 | |
GT Advanced Technologies Inc | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 434.9 | |||
Cash consideration | 424.6 | |||
Escrow deposit | 17 | |||
Remaining consideration | 10 | |||
Goodwill | 274.8 | |||
GT Advanced Technologies Inc | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | $ 130 | |||
GT Advanced Technologies Inc | Developed technology | Maximum | ||||
Business Acquisition [Line Items] | ||||
Weighted average useful life (in years) | 13 years |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - GTAT Purchase Price Allocation (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Oct. 28, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,937.5 | $ 1,663.4 | $ 1,659.2 | |
GT Advanced Technologies Inc | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 8.2 | |||
Inventory and other current assets | 10 | |||
Property, plant and equipment | 31.9 | |||
Goodwill | 274.8 | |||
Intangible assets - Developed Technology | 130 | |||
Deferred tax assets | 13.4 | |||
Other non-current assets | 7.4 | |||
Total assets acquired | 475.7 | |||
Current liabilities | 5.8 | |||
Other long-term liabilities | 35 | |||
Total liabilities assumed | 40.8 | |||
Net assets acquired/purchase price | $ 434.9 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Pro Forma Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quantenna | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Revenue | $ 5,613.2 | ||
Net income | 218.2 | ||
Net income attributable to ON Semiconductor Corporation | $ 216 | ||
GT Advanced Technologies Inc | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Revenue | $ 6,750.4 | $ 5,262.5 | |
Net income | 972.4 | 210.3 | |
Net income attributable to ON Semiconductor Corporation | $ 970.8 | $ 208.1 |
Acquisitions and Divestitures_4
Acquisitions and Divestitures - 2021 Divestiture (Details) $ in Millions | Oct. 01, 2021USD ($)business | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | ||||
Gain on divestiture of business | $ 10.2 | $ 0 | $ 0 | |
Discontinued Operations, Disposed of by Sale | ||||
Business Acquisition [Line Items] | ||||
Number of business divested | business | 1 | |||
Cash consideration received | $ 13.6 | |||
Gain on divestiture of business | $ 10.2 |
Acquisitions and Divestitures_5
Acquisitions and Divestitures - 2019 Acquisition and Pending Acquisition (Details) - USD ($) $ in Millions | Jun. 19, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||||
Non-refundable deposit | $ 170 | ||||
Goodwill | $ 1,663.4 | $ 1,659.2 | $ 1,663.4 | $ 1,937.5 | |
GFUS | |||||
Business Acquisition [Line Items] | |||||
Purchase price consideration | 400 | 400 | |||
Non-refundable deposit | $ 100 | 70 | |||
License fee | $ 30 | ||||
Quantenna | |||||
Business Acquisition [Line Items] | |||||
Purchase price consideration | $ 1,039.3 | ||||
Percent of shares acquired | 100.00% | ||||
Proceeds from lines of credit | $ 900 | ||||
Intangible assets acquired | 110.9 | ||||
Developed technology | $ 58.3 | ||||
Discount rate | 12.00% | ||||
Goodwill | $ 726.7 | ||||
Developed technology | Quantenna | |||||
Business Acquisition [Line Items] | |||||
Weighted average useful life (in years) | 8 years | ||||
Intangible Assets, Amortization Period | Quantenna | |||||
Business Acquisition [Line Items] | |||||
Weighted average useful life (in years) | 8 years |
Acquisitions and Divestitures_6
Acquisitions and Divestitures - Quantenna Purchase Price Allocation (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 19, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,937.5 | $ 1,663.4 | $ 1,659.2 | |
Quantenna | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 133.4 | |||
Receivables | 22.2 | |||
Inventories | 41.8 | |||
Other current assets | 4.3 | |||
Property, plant and equipment | 16.9 | |||
Goodwill | 726.7 | |||
Intangible assets (excluding IPRD) | 87.1 | |||
IPRD | 23.8 | |||
Deferred tax assets | 29.2 | |||
Other non-current assets | 12.7 | |||
Total assets acquired | 1,098.1 | |||
Accounts payable | 22.6 | |||
Other current liabilities | 17.5 | |||
Deferred tax liabilities | 3.3 | |||
Other non-current liabilities | 15.4 | |||
Total liabilities assumed | 58.8 | |||
Net assets acquired/purchase price | $ 1,039.3 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Goodwill by Operating Segment (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill [Line Items] | |||
Goodwill | $ 2,388.3 | $ 2,114.2 | $ 2,110 |
Accumulated Impairment Losses | (450.8) | (450.8) | (450.8) |
Carrying Value | 1,937.5 | 1,663.4 | 1,659.2 |
ASG | |||
Goodwill [Line Items] | |||
Goodwill | 1,566.3 | 1,566.3 | 1,563.4 |
Accumulated Impairment Losses | (418.9) | (418.9) | (418.9) |
Carrying Value | 1,147.4 | 1,147.4 | 1,144.5 |
ISG | |||
Goodwill [Line Items] | |||
Goodwill | 114 | 114.7 | 114.4 |
Accumulated Impairment Losses | 0 | 0 | 0 |
Carrying Value | 114 | 114.7 | 114.4 |
PSG | |||
Goodwill [Line Items] | |||
Goodwill | 708 | 433.2 | 432.2 |
Accumulated Impairment Losses | (31.9) | (31.9) | (31.9) |
Carrying Value | $ 676.1 | $ 401.3 | $ 400.3 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Change in Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 1,663.4 | $ 1,659.2 |
Addition due to business combination | 274.8 | 4.2 |
Divestiture of a business | (0.7) | |
Goodwill, ending balance | $ 1,937.5 | $ 1,663.4 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Intangible Assets, Net (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Value | $ 495.7 | $ 469 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original Cost | 581.5 | 581.5 |
Accumulated Amortization | (436.3) | (411.7) |
Accumulated Impairment Losses | (17.6) | (17.6) |
Carrying Value | 127.6 | 152.2 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original Cost | 928.1 | 794.7 |
Accumulated Amortization | (600.5) | (532.9) |
Accumulated Impairment Losses | (2.6) | (2.6) |
Carrying Value | 325 | 259.2 |
Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original Cost | 30 | 30 |
Accumulated Amortization | (0.3) | 0 |
Accumulated Impairment Losses | 0 | 0 |
Carrying Value | 29.7 | 30 |
Other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original Cost | 79.1 | 79.3 |
Accumulated Amortization | (62.1) | (60.6) |
Accumulated Impairment Losses | (15.2) | (15.2) |
Carrying Value | 1.8 | 3.5 |
Finite Lived Intangible Assets Excluding In Process Research And Development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original Cost | 1,618.7 | 1,485.5 |
Accumulated Amortization | (1,099.2) | (1,005.2) |
Accumulated Impairment Losses | (35.4) | (35.4) |
Carrying Value | $ 484.1 | $ 444.9 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 495.7 | $ 469 |
IPRD | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | 11.6 | 24.1 |
IPRD projects reclassified to developed technology | 9.6 | $ 15.2 |
Impairment of intangible assets | $ 2.9 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Summary of Amortization Expense (Details) $ in Millions | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 85.3 |
2023 | 69.2 |
2024 | 67.5 |
2025 | 55.8 |
2026 | 47.7 |
Thereafter | 158.6 |
Total estimated amortization expense | $ 484.1 |
Restructuring, Asset Impairme_3
Restructuring, Asset Impairments and Other Charges, net - Summary of Restructuring, Asset Impairments and Other, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Apr. 03, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | $ 67.5 | $ 51.6 | $ 24.9 | |
Asset Impairments | 3.3 | 17.5 | 3.4 | |
Other | 0.6 | (3.9) | 0.4 | |
Total | 71.4 | 65.2 | 28.7 | |
Property, plant and equipment impairment | 9.1 | |||
Impairment of investments in subsidiaries | 7 | |||
Impairment charges for ROU assets | 1.4 | |||
Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 2.2 | 0 | 0.8 | |
Asset Impairments | 3.3 | 17.5 | 3.4 | |
Other | 0.6 | (3.9) | 0.4 | |
Total | 6.1 | 13.6 | 4.6 | |
Involuntary separation program | Workforce Reduction | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 65.3 | 11.8 | ||
Asset Impairments | 0 | 0 | ||
Other | 0 | 0 | ||
Total | $ 65.3 | 11.8 | ||
General workforce reduction | Workforce Reduction | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 12.3 | 8.4 | ||
Asset Impairments | 0 | 0 | ||
Other | 0 | 0 | ||
Total | 12.3 | 8.4 | ||
Voluntary separation program | Workforce Reduction | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 27.5 | |||
Asset Impairments | 0 | |||
Other | 0 | |||
Total | $ 27.5 | $ 27.5 | ||
Post-Quantenna acquisition restructuring | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 15.7 | |||
Asset Impairments | 0 | |||
Other | 0 | |||
Total | $ 15.7 |
Restructuring, Asset Impairme_4
Restructuring, Asset Impairments and Other Charges, net - Rollforward of Accrued Restructuring Charges (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Reserve [Roll Forward] | ||
Balance at Beginning of Period | $ 6.2 | $ 0.2 |
Charges | 67.5 | 51.6 |
Usage | (62.9) | (45.6) |
Balance at End of Period | 10.8 | 6.2 |
Estimated employee separation charges | ||
Restructuring Reserve [Roll Forward] | ||
Balance at Beginning of Period | 6.2 | 0.1 |
Charges | 67.5 | 51.6 |
Usage | (62.9) | (45.5) |
Balance at End of Period | 10.8 | 6.2 |
Estimated costs to exit | ||
Restructuring Reserve [Roll Forward] | ||
Balance at Beginning of Period | 0 | 0.1 |
Charges | 0 | 0 |
Usage | 0 | (0.1) |
Balance at End of Period | $ 0 | $ 0 |
Restructuring, Asset Impairme_5
Restructuring, Asset Impairments and Other Charges, net - Narrative (Details) $ in Millions | Jun. 28, 2019employee | Jul. 03, 2020USD ($)employee | Apr. 03, 2020USD ($)employee | Dec. 31, 2021USD ($)employee | Dec. 31, 2020USD ($)employee | Dec. 31, 2019USD ($)employee |
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs | $ 67.5 | $ 51.6 | $ 24.9 | |||
Accrued liabilities | 10.8 | 6.2 | 0.2 | |||
Restructuring, asset impairments and other charges, net | 71.4 | 65.2 | 28.7 | |||
Charges | $ 67.5 | 51.6 | ||||
Involuntary separation program | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of positions eliminated | employee | 191 | 960 | ||||
Accrued liabilities | $ 9.8 | |||||
Severance Costs | $ 11.8 | |||||
Involuntary separation program | Workforce Reduction | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs | 65.3 | 11.8 | ||||
Restructuring, asset impairments and other charges, net | $ 65.3 | 11.8 | ||||
Voluntary separation program | Workforce Reduction | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of positions eliminated | employee | 243 | |||||
Restructuring costs | 27.5 | |||||
Restructuring, asset impairments and other charges, net | $ 27.5 | $ 27.5 | ||||
General workforce reduction | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of positions eliminated | employee | 260 | |||||
Severance Costs | $ 12.3 | |||||
General workforce reduction | Workforce Reduction | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs | 12.3 | 8.4 | ||||
Restructuring, asset impairments and other charges, net | $ 12.3 | $ 8.4 | ||||
General workforce reduction | Employee Severance | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of positions eliminated | employee | 143 | |||||
Charges | $ 8.4 | |||||
Post-Quantenna acquisition restructuring | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs | 15.7 | |||||
Restructuring, asset impairments and other charges, net | 15.7 | |||||
Charges | $ 15.7 | |||||
Post-Quantenna acquisition restructuring | Employee Severance | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of positions eliminated | employee | 10 | |||||
Post-Quantenna acquisition restructuring | Employee Severance | Executive Officer | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of positions eliminated | employee | 8 |
Balance Sheet Information - Sup
Balance Sheet Information - Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Inventories: | ||
Raw materials | $ 174.2 | $ 135.7 |
Work in process | 888.9 | 829.7 |
Finished goods | 316.4 | 286 |
Inventories, net | 1,379.5 | 1,251.4 |
Property, plant and equipment, net: | ||
Property, plant and equipment, gross | 5,864.8 | 5,507.7 |
Less: Accumulated depreciation | (3,340.5) | (2,995.4) |
Property, plant and equipment, net | 2,524.3 | 2,512.3 |
Accrued expenses: | ||
Accrued payroll and related benefits | 285.4 | 166.8 |
Sales related reserves | 229.9 | 233.3 |
Income taxes payable | 23.6 | 25.5 |
Other | 208.7 | 144.4 |
Accrued expenses | 747.6 | 570 |
Land | ||
Property, plant and equipment, net: | ||
Property, plant and equipment, gross | 118.5 | 119.7 |
Buildings | ||
Property, plant and equipment, net: | ||
Property, plant and equipment, gross | 968.5 | 850 |
Machinery and equipment | ||
Property, plant and equipment, net: | ||
Property, plant and equipment, gross | $ 4,777.8 | $ 4,538 |
Balance Sheet Information - Nar
Balance Sheet Information - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |||
Depreciation expense for property, plant and equipment | $ 436.5 | $ 444.1 | $ 409.7 |
Ship and credit reserves | $ 163.8 | $ 180.2 | |
Operating lease weighted average remaining lease term | 8 years 6 months | ||
Finance lease weighted average remaining lease term | 20 years | ||
Weighted average discount rate | 4.30% | ||
Finance lease weighted average discount rate percent | 6.00% |
Balance Sheet Information - Lea
Balance Sheet Information - Lease expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |||
Operating lease | $ 39.7 | $ 38.2 | $ 35 |
Variable lease | 3.8 | 4.2 | 4 |
Short-term lease | 2 | 4.1 | 2.6 |
Total lease expense | 45.5 | 46.5 | $ 41.6 |
Operating lease liabilities included in: | |||
Accrued expenses and other current liabilities | 32.5 | 32.2 | |
Other long-term liabilities | 142.4 | 115.7 | |
Lease liabilities | $ 174.9 | $ 147.9 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets | |
Operating lease assets | $ 170.1 | $ 136.3 | |
Financing lease liabilities included in: | |||
Accrued expenses and other current liabilities | 12.7 | 0 | |
Other long-term liabilities | 10.2 | 0 | |
Total | $ 22.9 | 0 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | ||
Finance lease assets | $ 22.3 | $ 0 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Liabilities, Current | Accrued Liabilities, Current | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities, Current | Accrued Liabilities, Current | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Balance Sheet Information - Sum
Balance Sheet Information - Summary of Operating Leases Maturity and Future Minimum Payments (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2022 | $ 37.9 | |
2023 | 31.5 | |
2024 | 28.7 | |
2025 | 19.6 | |
2026 | 12.4 | |
Thereafter | 85 | |
Total lease payments | 215.1 | |
Less: Interest | (40.2) | |
Total lease liabilities | 174.9 | $ 147.9 |
Finance Leases | ||
2022 | 13.6 | |
2023 | 0.7 | |
2024 | 0.7 | |
2025 | 0.7 | |
2026 | 0.8 | |
Thereafter | 15.2 | |
Total lease payments | 31.7 | |
Less: Interest | (8.8) | |
Total lease liabilities | $ 22.9 | $ 0 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 14, 2021 | May 19, 2021 | May 11, 2021 | May 10, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 3,258.3 | $ 3,589.5 | ||||
Less: Debt discount | (149) | (69.7) | ||||
Less: Debt issuance costs | (34.7) | (28.5) | ||||
Net long-term debt, including current maturities | 3,074.6 | 3,491.3 | ||||
Less: Current maturities | (160.7) | (531.6) | ||||
Net long-term debt | 2,913.9 | 2,959.7 | ||||
Senior Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 0 | $ 700 | ||||
Debt instrument, interest rate (as a percent) | 0.00% | 1.90% | ||||
Term Loan B Facility | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 1,598.2 | $ 1,614.5 | ||||
Less: Debt discount | (7.5) | (9) | ||||
Less: Debt issuance costs | $ (17.7) | $ (21) | ||||
Debt instrument, interest rate (as a percent) | 2.10% | 2.15% | ||||
0% Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 805 | $ 0 | ||||
Less: Debt discount | (126.1) | 0 | ||||
Less: Debt issuance costs | $ (14.1) | 0 | ||||
Debt instrument, interest rate (as a percent) | 0.00% | |||||
3.875% Notes | Notes Payable | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 700 | 700 | ||||
Less: Debt discount | (5.8) | (6.5) | ||||
Less: Debt issuance costs | $ (2) | $ (2.3) | ||||
Debt instrument, interest rate (as a percent) | 3.875% | 3.875% | ||||
1.625% Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 155.1 | $ 575 | ||||
Less: Debt discount | (9.6) | (54.2) | ||||
Less: Debt issuance costs | (0.9) | $ (5.2) | ||||
Less: Current maturities | $ (144.6) | |||||
Debt instrument, interest rate (as a percent) | 1.625% | 1.625% | 1.625% | 1.625% | 1.625% | 1.625% |
Long-Term Debt - Schedule of An
Long-Term Debt - Schedule of Annual Maturities Relating to Long-Term Debt (Details) $ in Millions | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 171.5 |
2023 | 16.3 |
2024 | 16.3 |
2025 | 16.3 |
2026 | 1,532.9 |
Thereafter | 1,505 |
Total | $ 3,258.3 |
Long-Term Debt - 0% Convertible
Long-Term Debt - 0% Convertible Senior Notes (Details) $ / shares in Units, shares in Millions | Dec. 14, 2021USD ($) | Sep. 30, 2021day | May 19, 2021USD ($)day$ / sharesshares | Mar. 31, 2017 | Dec. 31, 2021USD ($)day$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | May 11, 2021$ / shares | May 10, 2021 |
Debt Instrument [Line Items] | |||||||||
Adjustments to additional paid in capital, equity component of convertible debt | $ 136,600,000 | ||||||||
Long-term debt | 3,258,300,000 | ||||||||
Amortization of debt discount and issuance costs | 10,700,000 | $ 12,100,000 | $ 13,000,000 | ||||||
Payment for purchase of bond hedges | 160,300,000 | 0 | 0 | ||||||
Share Price | $ / shares | $ 37.17 | ||||||||
Proceeds from issuance of warrants | $ 93,800,000 | $ 0 | 0 | ||||||
0% Notes Warrants | |||||||||
Debt Instrument [Line Items] | |||||||||
Exercise price, warrants (in dollars per share) | $ / shares | $ 74.34 | $ 74.34 | |||||||
Premium over closing share price | 100.00% | ||||||||
Number of warrants (in shares) | shares | 30.4 | ||||||||
Proceeds from issuance of warrants | $ 93,800,000 | ||||||||
0% Notes | Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate | 0.00% | ||||||||
Principal amount of debt | $ 805,000,000 | ||||||||
Conversion rate | 0.0188796 | ||||||||
Conversion price per share (in dollars per share) | $ / shares | $ 52.97 | $ 52.97 | |||||||
Threshold percentage of stock price trigger (greater than or equal to) | 130.00% | ||||||||
Threshold trading days | day | 20 | ||||||||
Threshold consecutive trading days | day | 30 | ||||||||
Maximum shares issuable (in shares) | shares | 21.7 | ||||||||
Equity component of debt instrument | $ 800,000 | $ 139,900,000 | $ 143,200,000 | ||||||
Debt issuance costs | 19,000,000 | ||||||||
Debt issuance costs capitalized | 15,700,000 | ||||||||
Adjustments to additional paid in capital, equity component of convertible debt | $ 3,300,000 | ||||||||
Effective interest rate | 3.20% | ||||||||
Remaining term | 6 years | ||||||||
Debt discount and issuance costs | 140,200,000 | ||||||||
Long-term debt | 664,800,000 | ||||||||
Amortization of debt discount and issuance costs | 15,300,000 | ||||||||
If-converted value in excess of principal | $ 227,200,000 | ||||||||
Payment for purchase of bond hedges | $ 47,400,000 | ||||||||
0% Notes | Convertible Debt | Embedded Derivative Financial Instruments | |||||||||
Debt Instrument [Line Items] | |||||||||
Payment for purchase of bond hedges | $ 160,300,000 | ||||||||
0% Notes | Convertible Debt | Debt Conversion One | |||||||||
Debt Instrument [Line Items] | |||||||||
Threshold percentage of stock price trigger (greater than or equal to) | 130.00% | ||||||||
Threshold trading days | day | 20 | ||||||||
Threshold consecutive trading days | day | 30 | ||||||||
0% Notes | Convertible Debt | Debt Conversion Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Threshold consecutive trading days | day | 5 | ||||||||
Period immediately following consecutive trading days (in business days) | 5 days | ||||||||
Ratio of trading price per 1000 principal amount (as a percent) (less than) | 0.98 | ||||||||
1.625% Notes | Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate | 1.625% | 1.625% | 1.625% | 1.625% | 1.625% | 1.625% | |||
Conversion rate | 0.0482567 | ||||||||
Conversion price per share (in dollars per share) | $ / shares | $ 20.72 | ||||||||
Threshold percentage of stock price trigger (greater than or equal to) | 130.00% | ||||||||
Threshold trading days | day | 20 | ||||||||
Threshold consecutive trading days | day | 30 | ||||||||
Equity component of debt instrument | $ 31,200,000 | $ 115,700,000 | |||||||
Effective interest rate | 5.27% | ||||||||
Remaining term | 2 years | ||||||||
Debt discount and issuance costs | $ 10,500,000 | 59,400,000 | |||||||
Long-term debt | 144,600,000 | 515,600,000 | |||||||
Amortization of debt discount and issuance costs | 19,600,000 | $ 28,700,000 | $ 29,400,000 | ||||||
If-converted value in excess of principal | $ 353,400,000 |
Long-Term Debt - Amendments to
Long-Term Debt - Amendments to the Credit Agreement (Details) | 72 Months Ended | ||||||
Dec. 31, 2021USD ($)amendment | Dec. 14, 2021 | May 19, 2021 | May 11, 2021 | May 10, 2021 | Dec. 31, 2020USD ($) | Apr. 15, 2016USD ($) | |
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 3,258,300,000 | ||||||
Number of amendments to credit agreement | amendment | 9 | ||||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, maximum borrowing capacity | $ 1,970,000,000 | ||||||
Term Loan B Facility | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 2,400,000,000 | ||||||
Debt instrument, interest rate | 2.10% | 2.15% | |||||
Convertible Debt | 0% Notes | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 664,800,000 | ||||||
Debt instrument, interest rate | 0.00% | ||||||
Convertible Debt | 1.625% Notes | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 144,600,000 | $ 515,600,000 | |||||
Debt instrument, interest rate | 1.625% | 1.625% | 1.625% | 1.625% | 1.625% | 1.625% |
Long-Term Debt - Partial exchan
Long-Term Debt - Partial exchange or repurchase of the 1.625% Notes (Details) $ / shares in Units, shares in Millions, $ in Millions | Dec. 14, 2021USD ($)shares | Sep. 30, 2021day | May 19, 2021USD ($)day$ / shares | May 11, 2021USD ($)shares | Mar. 31, 2017 | Dec. 31, 2021USD ($)day$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | May 10, 2021 |
Debt Instrument [Line Items] | |||||||||
Loss on debt refinancing and prepayment | $ (29) | $ 0 | $ (6.2) | ||||||
Stock issued during period, value, repurchase of convertible debt | (142.3) | ||||||||
Stock repurchased during period, value, settlement of bond hedges | 0 | ||||||||
Payment for purchase of bond hedges | 160.3 | 0 | 0 | ||||||
Current portion of long-term debt | 160.7 | 531.6 | |||||||
Long-term debt | 3,258.3 | ||||||||
Amortization of debt discount and issuance costs | 10.7 | $ 12.1 | 13 | ||||||
1.625% Notes Warrants | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of convertible shares (in shares) | shares | 1.3 | 6.8 | |||||||
Additional Paid-in Capital | |||||||||
Debt Instrument [Line Items] | |||||||||
Stock issued during period, value, repurchase of convertible debt | (142.4) | ||||||||
Stock repurchased during period, value, settlement of bond hedges | $ (441.3) | ||||||||
0% Notes | Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate (as a percent) | 0.00% | ||||||||
Payment for purchase of bond hedges | $ 47.4 | ||||||||
Equity component of debt instrument | $ 0.8 | $ 139.9 | $ 143.2 | ||||||
Threshold trading days | day | 20 | ||||||||
Threshold consecutive trading days | day | 30 | ||||||||
Threshold percentage of stock price trigger (greater than or equal to) | 130.00% | ||||||||
Debt discount and issuance costs | 140.2 | ||||||||
Long-term debt | 664.8 | ||||||||
Amortization of debt discount and issuance costs | $ 15.3 | ||||||||
Remaining term | 6 years | ||||||||
Conversion rate | 0.0188796 | ||||||||
Conversion price per share (in dollars per share) | $ / shares | $ 52.97 | $ 52.97 | |||||||
Effective interest rate | 3.20% | ||||||||
If-converted value in excess of principal | $ 227.2 | ||||||||
0% Notes | Convertible Debt | Embedded Derivative Financial Instruments | |||||||||
Debt Instrument [Line Items] | |||||||||
Payment for purchase of bond hedges | $ 160.3 | ||||||||
1.625% Notes | Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate (as a percent) | 1.625% | 1.625% | 1.625% | 1.625% | 1.625% | 1.625% | |||
Face amount repurchased or exchanged | $ 47.4 | $ 372.4 | |||||||
Cash consideration for repurchase or exchange of convertible debt | $ 506.5 | ||||||||
Company common stock (in shares) | shares | 1.6 | 5.4 | |||||||
Loss on debt refinancing and prepayment | $ 2.8 | $ 26.2 | $ (29) | ||||||
Stock issued during period, value, repurchase of convertible debt | 141.6 | ||||||||
Equity component of debt instrument | 31.2 | $ 115.7 | |||||||
Current portion of long-term debt | $ 144.6 | ||||||||
Threshold trading days | day | 20 | ||||||||
Threshold consecutive trading days | day | 30 | ||||||||
Stock price trigger (in dollars per share) | $ / shares | $ 26.94 | ||||||||
Threshold percentage of stock price trigger (greater than or equal to) | 130.00% | ||||||||
Debt discount and issuance costs | $ 10.5 | 59.4 | |||||||
Long-term debt | 144.6 | 515.6 | |||||||
Amortization of debt discount and issuance costs | $ 19.6 | $ 28.7 | $ 29.4 | ||||||
Remaining term | 2 years | ||||||||
Conversion rate | 0.0482567 | ||||||||
Conversion price per share (in dollars per share) | $ / shares | $ 20.72 | ||||||||
Effective interest rate | 5.27% | ||||||||
If-converted value in excess of principal | $ 353.4 | ||||||||
1.625% Notes | Convertible Debt | Additional Paid-in Capital | |||||||||
Debt Instrument [Line Items] | |||||||||
Stock repurchased during period, value, settlement of bond hedges | $ 102.2 | $ 339 | |||||||
1.625% Notes | Convertible Debt | Embedded Derivative Financial Instruments | |||||||||
Debt Instrument [Line Items] | |||||||||
Treasury stock common (in shares) | shares | 1.6 | 9.1 | |||||||
Treasury stock common value | $ 102.2 | $ 339 |
Long-Term Debt - Revolving Cred
Long-Term Debt - Revolving Credit Facility (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Senior Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Repayments of Revolving Credit Facility | $ 700 | ||
Debt instrument, interest rate | 1.90% | 0.00% | 1.90% |
Remaining borrowing capacity | $ 1,970 | ||
Notes Payable | 3.875% Notes | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 3.875% | 3.875% | 3.875% |
Revolving Credit Facility | Senior Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Repayments of Revolving Credit Facility | $ 65 | $ 1,200 | |
Borrowings used to enter into convertible note hedge and warrant transactions | $ 1,165 |
Long-Term Debt - 3.875% Notes (
Long-Term Debt - 3.875% Notes (Details) - USD ($) | Dec. 31, 2021 | Dec. 14, 2021 | May 19, 2021 | May 11, 2021 | May 10, 2021 | Dec. 31, 2020 | Aug. 21, 2020 |
3.875% Notes | Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate | 3.875% | 3.875% | |||||
Principal amount of debt | $ 700,000,000 | ||||||
Debt discount and issuance costs | $ 9,400,000 | ||||||
1.625% Notes | Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate | 1.625% | 1.625% | 1.625% | 1.625% | 1.625% | 1.625% | |
Debt discount and issuance costs | $ 10,500,000 | $ 59,400,000 |
Long-Term Debt - Maturity and S
Long-Term Debt - Maturity and Settlement of 1.00% Notes (Details) - USD ($) | Dec. 01, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Apr. 02, 2021 |
Debt Instrument [Line Items] | |||||
Shares issued to settle excess over principal for 1.00% Notes | $ 88,700,000 | $ 0 | |||
Share repurchased value | 65,400,000 | $ 139,000,000 | |||
Additional Paid-in Capital | |||||
Debt Instrument [Line Items] | |||||
Shares issued to settle excess over principal for 1.00% Notes | (88,700,000) | ||||
Treasury Stock | |||||
Debt Instrument [Line Items] | |||||
Shares issued to settle excess over principal for 1.00% Notes | 88,700,000 | ||||
Share repurchased value | $ 65,400,000 | $ 139,000,000 | |||
Convertible Debt | 1.00% Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate | 1.00% | 1.00% | 1.00% | 1.00% | |
Principal amount of debt | $ 690,000,000 | ||||
Share repurchased value | $ 0 | ||||
Exercise price, warrants (in dollars per share) | $ 25.96 | ||||
Convertible Debt | 1.00% Notes | Additional Paid-in Capital | |||||
Debt Instrument [Line Items] | |||||
Share repurchased value | $ 321,000,000 | (321,000,000) | |||
Convertible Debt | 1.00% Notes | Treasury Stock | |||||
Debt Instrument [Line Items] | |||||
Share repurchased value | $ 321,000,000 | $ 321,000,000 | |||
Convertible Debt | 1.00% Notes | Embedded Derivative Financial Instruments | |||||
Debt Instrument [Line Items] | |||||
Number of convertible shares (in shares) | 37,300,000 | 13,400,000 |
Earnings Per Share and Equity -
Earnings Per Share and Equity - Schedule of Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Net income (loss) attributable to ON Semiconductor Corporation | $ 1,009.6 | $ 234.2 | $ 211.7 |
Basic weighted average shares of common stock outstanding (in shares) | 425.7 | 410.7 | 410.9 |
Add: Incremental shares for: | |||
Dilutive effect of share-based awards (in shares) | 2.5 | 1.9 | 1.9 |
Dilutive effect of convertible notes and warrants (in shares) | 15.6 | 6.2 | 3.2 |
Diluted weighted average shares of common stock outstanding (in shares) | 443.8 | 418.8 | 416 |
Net income per share of common stock attributable to ON Semiconductor Corporation: | |||
Basic (in dollars per share) | $ 2.37 | $ 0.57 | $ 0.52 |
Diluted (in dollars per share) | $ 2.27 | $ 0.56 | $ 0.51 |
Earnings Per Share and Equity_2
Earnings Per Share and Equity - Narrative (Details) - USD ($) | 12 Months Ended | ||||||||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 14, 2021 | May 19, 2021 | May 11, 2021 | May 10, 2021 | Apr. 02, 2021 | Dec. 01, 2020 | Jun. 07, 2020 | Nov. 15, 2018 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Anti-dilutive shares (in shares) | 300,000 | 800,000 | 800,000 | ||||||||
Aggregate purchase price | $ 0 | $ 65,400,000 | $ 139,000,000 | ||||||||
Common stock repurchased | 0 | 65,300,000 | 138,900,000 | ||||||||
Amount remaining to be repurchased under the stock repurchase program | 1,295,800,000 | 1,295,800,000 | 1,361,100,000 | ||||||||
Payments of tax withholding for restricted shares | $ 38,900,000 | 20,000,000 | 33,500,000 | ||||||||
Shares reissued or retired (in shares) | 0 | ||||||||||
Noncontrolling interest balance | $ 19,000,000 | 19,600,000 | |||||||||
Income attributable to non-controlling interests | 1,600,000 | 2,200,000 | 2,200,000 | ||||||||
Dividend to non-controlling shareholder | $ 2,200,000 | $ 5,000,000 | $ 2,300,000 | ||||||||
0% Notes Warrants | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Exercise price, warrants (in dollars per share) | $ 74.34 | $ 74.34 | |||||||||
1.625% Notes Warrants | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Exercise price, warrants (in dollars per share) | 30.70 | ||||||||||
1.00% Notes Warrants | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Exercise price, warrants (in dollars per share) | $ 25.96 | ||||||||||
Rights Agreement | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Dividend declared (in shares) | 1 | ||||||||||
Leshan | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Ownership percentage | 80.00% | ||||||||||
Noncontrolling interest balance | $ 19,000,000 | ||||||||||
OSA | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Additional ownership percentage acquired | 40.00% | ||||||||||
Settlement of purchase price | $ 26,000,000 | ||||||||||
Treasury Stock | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Shares withheld for payment of taxes (in shares) | 945,531 | 1,062,377 | 1,620,543 | ||||||||
Noncontrolling Interest | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Dividend to non-controlling shareholder | $ 2,200,000 | $ 5,000,000 | $ 2,300,000 | ||||||||
2018 Program | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Authorized repurchases | $ 1,500,000,000 | ||||||||||
Common stock repurchased | $ 65,300,000 | $ 138,900,000 | |||||||||
Amount remaining to be repurchased under the stock repurchase program | 1,295,800,000 | ||||||||||
Share Repurchase Program | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Aggregate purchase price | $ 0 | ||||||||||
1.00% Notes | Convertible Debt | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Debt instrument, interest rate | 1.00% | 1.00% | 1.00% | 1.00% | |||||||
Exercise price, warrants (in dollars per share) | $ 25.96 | ||||||||||
1.625% Notes | Convertible Debt | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Debt instrument, interest rate | 1.625% | 1.625% | 1.625% | 1.625% | 1.625% | 1.625% | |||||
Conversion price per share (in dollars per share) | $ 20.72 | ||||||||||
0% Notes | Convertible Debt | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Debt instrument, interest rate | 0.00% | ||||||||||
Conversion price per share (in dollars per share) | $ 52.97 | $ 52.97 |
Earnings Per Share and Equity_3
Earnings Per Share and Equity - Schedule of Share Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Number of repurchased shares (in shares) | 0 | 3,600,000 | 7,800,000 |
Aggregate purchase price | $ 0 | $ 65.3 | $ 138.9 |
Fees, commissions and other expenses | 0 | 0.1 | 0.1 |
Total cash used for share repurchases | $ 0 | $ 65.4 | $ 139 |
Weighted-average purchase price per share (in dollars per share) | $ 0 | $ 18.08 | $ 17.89 |
Available under the Share Repurchase Program | $ 1,295.8 | $ 1,295.8 | $ 1,361.1 |
Treasury shares reissued or retired (in shares) | 0 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Share-Based Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 101.3 | $ 67.7 | $ 79.4 |
Income tax benefit | (21.3) | (14.2) | (16.7) |
Share-based compensation expense, net of taxes | 80 | 53.5 | 62.7 |
Cost of revenue | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 15.6 | 11.5 | 10.6 |
Research and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 24.2 | 18.2 | 17 |
Selling and marketing | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 16.6 | 12.9 | 14.8 |
General and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 44.9 | $ 25.1 | $ 37 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | May 20, 2021 | Mar. 23, 2010 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee stock options granted in period (in shares) | 0 | 0 | 0 | ||
Increase in shares available for issuance under the plan (in shares) | 22,500,000 | ||||
Shares available for issuance under the plan (in shares) | 109,500,000 | ||||
Share-based compensation expense | $ 101.3 | $ 67.7 | $ 79.4 | ||
Amended And Restated Stock Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate of common stock available for grant (in shares) | 42,200,000 | ||||
Time Based Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized share-based compensation expense on non-vested restricted stock units | $ 92.6 | ||||
Compensation expense recognized on restricted stock units | $ 46.9 | ||||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Recognition period for compensation expense (in years) | 1 year 2 months 12 days | ||||
Restricted Stock | Director | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity awards granted in period (in shares) | 100,000 | ||||
Weighted average grant date fair value (In dollars per share) | $ 37.91 | ||||
Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Increase in shares available for issuance under the plan (in shares) | 6,000,000 | ||||
Shares available for issuance under the plan (in shares) | 34,500,000 | ||||
Aggregate of common stock available for grant (in shares) | 8,200,000 | ||||
Share-based compensation expense | $ 6.4 | ||||
Shares issued pursuant to the ESPP (in shares) | 700,000 | 1,800,000 | 1,700,000 | ||
Employee Stock Purchase Plan | Director | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 2 | ||||
Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Pre-vesting forfeitures (as a percent) | 6.00% | 5.00% | 5.00% | ||
Equity awards granted in period (in shares) | 2,600,000 | ||||
Compensation expense recognized on restricted stock units | $ 92.9 | ||||
Weighted average grant date fair value (In dollars per share) | $ 42.45 | ||||
Restricted Stock Units | Officers And Employees | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity awards granted in period (in shares) | 1,100,000 | ||||
Service Based Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized share-based compensation expense on non-vested restricted stock units | $ 65.7 | ||||
Service Based Restricted Stock Units | Amended And Restated Stock Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period (in years) | 3 years | ||||
Performance And Market Based Restricted Stock Units | Amended And Restated Stock Incentive Plan | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period (in years) | 2 years | ||||
Performance And Market Based Restricted Stock Units | Amended And Restated Stock Incentive Plan | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period (in years) | 3 years | ||||
Performance Based Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized share-based compensation expense on non-vested restricted stock units | 7.5 | ||||
Market Based Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized share-based compensation expense on non-vested restricted stock units | $ 19.4 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Restricted Stock Units Transactions (Details) - Restricted Stock Units shares in Millions | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of Shares | |
Nonvested shares of restricted stock units beginning (in shares) | shares | 11.3 |
Granted (in shares) | shares | 2.6 |
Released (in shares) | shares | (3) |
Forfeited (in shares) | shares | (4.7) |
Nonvested shares of restricted stock units ending (in shares) | shares | 6.2 |
Weighted-Average Grant Date Fair Value | |
Nonvested shares of restricted stock units beginning (in dollars per share) | $ / shares | $ 20.73 |
Granted (in dollars per share) | $ / shares | 42.45 |
Released (in dollars per share) | $ / shares | 21.51 |
Forfeited (in dollars per share) | $ / shares | 22.03 |
Nonvested shares of restricted stock units ending (in dollars per share) | $ / shares | $ 28.60 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Actuarial and other gain (loss) | $ 21.4 | $ (4) | $ (15.6) |
Net actuarial gain (loss) | $ 18.4 | (8.1) | |
Employer contribution as percentage of employee contribution | 100.00% | ||
Foreign Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Actuarial and other gain (loss) | $ 21.4 | (4) | (15.6) |
Net actuarial gain (loss) | 18.4 | ||
Better than expected return on plan assets | 3 | ||
Compensation expense recognized | 27.2 | 21.8 | 20.6 |
United States | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Compensation expense recognized | $ 16.7 | $ 19.4 | $ 18.1 |
Minimum | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Percentage of employee contribution, basis for employer contribution | 0.00% | ||
Maximum | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Percentage of employee contribution, basis for employer contribution | 4.00% |
Employee Benefit Plans - Summar
Employee Benefit Plans - Summary of Net Periodic Pension Cost (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |||
Service cost | $ 11.7 | $ 10.9 | $ 9.4 |
Interest cost | 4.5 | 4.7 | 5 |
Expected return on plan assets | (6.5) | (6.3) | (6) |
Curtailment gain | (0.4) | (1.6) | 0 |
Actuarial (gains) losses | (21.4) | 4 | 15.6 |
Total net periodic pension (gain) cost | $ (12.1) | $ 11.7 | $ 24 |
Discount rate used for net periodic pension costs | 1.31% | 1.43% | 1.74% |
Discount rate used for pension benefit obligations | 1.54% | 1.31% | 1.43% |
Expected return on plan assets | 3.04% | 3.06% | 3.23% |
Rate of compensation increase | 3.45% | 3.26% | 3.07% |
Employee Benefit Plans - Summ_2
Employee Benefit Plans - Summary of Status Of Foreign Pension Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |||
Projected benefit obligation at the beginning of the year | $ 351.2 | $ 322.9 | |
Change in projected benefit obligation (PBO) | |||
Service cost | 11.7 | 10.9 | $ 9.4 |
Interest cost | 4.5 | 4.7 | 5 |
Net actuarial (gain) loss | (18.4) | 8.1 | |
Benefits paid by plan assets | (15.9) | (8.9) | |
Benefits paid by the Company | (12.2) | (7.4) | |
Participant contributions | 0.1 | 0 | |
Curtailments and settlements | (0.4) | (1.6) | |
Translation and other (gain) loss | (27) | 22.5 | |
Projected benefit obligation at the end of the year | 293.6 | 351.2 | 322.9 |
Accumulated benefit obligation at the end of the year | 244.5 | 288.3 | |
Change in plan assets | |||
Fair value of plan assets at the beginning of the year | 209.3 | 190.2 | |
Actual return on plan assets | 9.5 | 10.4 | |
Benefits paid from plan assets | (15.9) | (8.9) | |
Employer contributions | 3.9 | 4.3 | |
Translation and other gain (loss) | (17.1) | 13.3 | |
Fair value of plan assets at the end of the year | 189.7 | 209.3 | $ 190.2 |
Plans with underfunded or non-funded projected benefit obligation | |||
Projected benefit obligation | 205.2 | 248.7 | |
Fair value of plan assets | 86.6 | 97.7 | |
Plans with underfunded or non-funded accumulated benefit obligation | |||
Accumulated benefit obligation | 131.6 | 189.4 | |
Fair value of plan assets | 58.9 | 97.7 | |
Amounts recognized in the balance sheet consist of | |||
Non-current assets | 14.7 | 9 | |
Current liabilities | (0.2) | (0.3) | |
Non-current liabilities | (118.4) | (150.6) | |
Funded status | $ (103.9) | $ (141.9) |
Employee Benefit Plans - Fair V
Employee Benefit Plans - Fair Value Measurement of Plan Assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Defined Benefit Plan Disclosure [Line Items] | |||
Allocation | 100.00% | 100.00% | |
Plan assets | $ 189.7 | $ 209.3 | $ 190.2 |
Cash/Money Markets | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Allocation | 2.00% | 2.00% | |
Plan assets | $ 3.6 | $ 4.1 | |
Foreign Government/Treasury Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Allocation | 9.00% | 10.00% | |
Plan assets | $ 17.2 | $ 21.4 | |
Corporate Bonds, Debentures | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Allocation | 17.00% | 18.00% | |
Plan assets | $ 32.5 | $ 36.9 | |
Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Allocation | 27.00% | 23.00% | |
Plan assets | $ 52.3 | $ 48.5 | |
Mutual Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Allocation | 6.00% | 5.00% | |
Plan assets | $ 10.9 | $ 9.5 | |
Investment and Insurance Contracts | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Allocation | 39.00% | 42.00% | |
Plan assets | $ 73.2 | $ 88.9 | |
Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 20.8 | 25.5 | |
Level 1 | Cash/Money Markets | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 3.6 | 4.1 | |
Level 1 | Foreign Government/Treasury Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 17.2 | 21.4 | |
Level 1 | Corporate Bonds, Debentures | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 0 | 0 | |
Level 1 | Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 0 | 0 | |
Level 1 | Mutual Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 0 | 0 | |
Level 1 | Investment and Insurance Contracts | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 0 | 0 | |
Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 118.3 | 126.3 | |
Level 2 | Cash/Money Markets | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 0 | 0 | |
Level 2 | Foreign Government/Treasury Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 0 | 0 | |
Level 2 | Corporate Bonds, Debentures | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 32.5 | 36.9 | |
Level 2 | Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 52.3 | 48.5 | |
Level 2 | Mutual Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 10.9 | 9.5 | |
Level 2 | Investment and Insurance Contracts | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 22.6 | 31.4 | |
Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 50.6 | 57.5 | |
Level 3 | Cash/Money Markets | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 0 | 0 | |
Level 3 | Foreign Government/Treasury Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 0 | 0 | |
Level 3 | Corporate Bonds, Debentures | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 0 | 0 | |
Level 3 | Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 0 | 0 | |
Level 3 | Mutual Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 0 | 0 | |
Level 3 | Investment and Insurance Contracts | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | $ 50.6 | $ 57.5 | $ 52 |
Employee Benefit Plans - Activi
Employee Benefit Plans - Activity of Plan Assets With Fair Value Measurement Using Significant Unobservable Inputs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value of plan assets at the beginning of the year | $ 209.3 | $ 190.2 |
Foreign currency impact | (17.1) | 13.3 |
Fair value of plan assets at the end of the year | 189.7 | 209.3 |
Investment and Insurance Contracts | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value of plan assets at the beginning of the year | 88.9 | |
Fair value of plan assets at the end of the year | 73.2 | 88.9 |
Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value of plan assets at the beginning of the year | 57.5 | |
Fair value of plan assets at the end of the year | 50.6 | 57.5 |
Level 3 | Investment and Insurance Contracts | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value of plan assets at the beginning of the year | 57.5 | 52 |
Actual return on plan assets | (0.8) | 0.8 |
Purchase, sales and settlements, net | (2.1) | (0.3) |
Foreign currency impact | (4) | 5 |
Fair value of plan assets at the end of the year | $ 50.6 | $ 57.5 |
Employee Benefit Plans - Expect
Employee Benefit Plans - Expected Benefit Payments (Details) $ in Millions | Dec. 31, 2021USD ($) |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
2022 | $ 8.9 |
2023 | 10.1 |
2024 | 12.1 |
2025 | 14.5 |
2026 | 15.3 |
Five years thereafter | 101.7 |
Total | $ 162.6 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Purchase Obligations Under Non-cancelable Agreements (Details) - USD ($) $ in Millions | 24 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
2022 | $ 1,292.6 | |
2023 | 326.8 | |
2024 | 256.5 | |
2025 | 4.9 | |
2026 | 2.8 | |
Thereafter | 8.1 | |
Total | 1,891.7 | |
Non-refundable deposit | $ 170 | |
Contingent commitments related to pending acquisition | $ 230 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | Oct. 22, 2019 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||
Availability under senior revolving credit facility | $ 15 | |
Outstanding guarantees and letters of credit outside of Revolving Credit Facility | 6.1 | |
Guarantees related subsidiaries | 0.9 | |
Fairchild | ||
Loss Contingencies [Line Items] | ||
Maximum remediation cost recoveries receivable | 150 | |
Power Integrations, Inc. | ||
Loss Contingencies [Line Items] | ||
Cash paid for legal settlements | $ 175 | |
Letter of Credit | Senior Revolving Credit Facility | ||
Loss Contingencies [Line Items] | ||
Credit commitment outstanding | $ 0.9 |
Fair Value Measurements - Avail
Fair Value Measurements - Available-for-sale Securities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents | Demand and time deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 19.5 | $ 8.5 |
Unrealized gains | 0 | 0 |
Unrealized losses | 0 | 0 |
Fair value | 19.5 | 8.5 |
Cash and Cash Equivalents | Demand and time deposits | Level 1 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value | 19.5 | 8.5 |
Cash and Cash Equivalents | Demand and time deposits | Level 2 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value | 0 | $ 0 |
Cash and Cash Equivalents | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 0.7 | |
Unrealized gains | 0 | |
Unrealized losses | 0 | |
Fair value | 0.7 | |
Cash and Cash Equivalents | Money market funds | Level 1 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value | 0.7 | |
Cash and Cash Equivalents | Money market funds | Level 2 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value | 0 | |
Cash and Cash Equivalents | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 1.6 | |
Unrealized gains | 0 | |
Unrealized losses | 0 | |
Fair value | 1.6 | |
Cash and Cash Equivalents | Corporate bonds | Level 1 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value | 0 | |
Cash and Cash Equivalents | Corporate bonds | Level 2 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value | 1.6 | |
Cash and Cash Equivalents | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 2 | |
Unrealized gains | 0 | |
Unrealized losses | 0 | |
Fair value | 2 | |
Cash and Cash Equivalents | Commercial paper | Level 1 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value | 0 | |
Cash and Cash Equivalents | Commercial paper | Level 2 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value | 2 | |
Other Current Assets | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 16 | |
Unrealized gains | 0 | |
Unrealized losses | 0 | |
Fair value | 16 | |
Other Current Assets | Corporate bonds | Level 1 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value | 0 | |
Other Current Assets | Corporate bonds | Level 2 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value | 16 | |
Other Current Assets | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 5 | |
Unrealized gains | 0 | |
Unrealized losses | 0 | |
Fair value | 5 | |
Other Current Assets | Commercial paper | Level 1 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value | 3 | |
Other Current Assets | Commercial paper | Level 2 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value | 2 | |
Other Current Assets | Certificate of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 1.9 | |
Unrealized gains | 0 | |
Unrealized losses | 0 | |
Fair value | 1.9 | |
Other Current Assets | Certificate of deposit | Level 1 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value | 0 | |
Other Current Assets | Certificate of deposit | Level 2 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value | 1.9 | |
Other Current Assets | US Treasury bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 0.4 | |
Unrealized gains | 0 | |
Unrealized losses | 0 | |
Fair value | 0.4 | |
Other Current Assets | US Treasury bonds | Level 1 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value | 0 | |
Other Current Assets | US Treasury bonds | Level 2 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value | $ 0.4 | |
Other Assets | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment maturity | 1 year | |
Other Assets | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment maturity | 5 years | |
Other Assets | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 19.7 | |
Unrealized gains | 0 | |
Unrealized losses | 0 | |
Fair value | 19.7 | |
Other Assets | Corporate bonds | Level 1 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value | 0 | |
Other Assets | Corporate bonds | Level 2 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value | 19.7 | |
Other Assets | US Treasury bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 1.6 | |
Unrealized gains | 0 | |
Unrealized losses | 0 | |
Fair value | 1.6 | |
Other Assets | US Treasury bonds | Level 1 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value | 0 | |
Other Assets | US Treasury bonds | Level 2 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value | $ 1.6 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Long-Term Debt, Including Current Portion (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, including current portion, carrying amount | $ 3,258.3 | $ 3,589.5 |
Convertible notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, including current portion, carrying amount | 809.4 | 515.6 |
Long-term debt, including current portion, fair value | 1,696.7 | 967.1 |
Long-term debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, including current portion, carrying amount | 2,265.2 | 2,975.7 |
Long-term debt, including current portion, fair value | $ 2,245.5 | $ 2,966.8 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | Dec. 31, 2021 | Dec. 14, 2021 | May 19, 2021 | May 11, 2021 | May 10, 2021 | Dec. 31, 2020 |
Non-financial Assets | Fair Value, Measurements, Nonrecurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Non-financial assets | $ 0 | $ 0 | ||||
Notes Payable | 3.875% Notes | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt instrument, interest rate | 3.875% | 3.875% | ||||
Convertible Debt | 1.625% Notes | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt instrument, interest rate | 1.625% | 1.625% | 1.625% | 1.625% | 1.625% | 1.625% |
Convertible Debt | 0% Notes | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt instrument, interest rate | 0.00% |
Fair Value Measurements - Adjus
Fair Value Measurements - Adjustments to Fair Value of Non-Financial Assets (Details) - Fair Value, Measurements, Nonrecurring - Fair Value Inputs (Level 3) - Changes Measurement - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Asset impairments (Level 3) | $ 7.9 | $ 17.5 | $ 3.4 |
IPRD impairments (Level 3) | 2.9 | 1.3 | 1.6 |
Total assets | $ 10.8 | $ 18.8 | $ 5 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 14, 2021 | May 19, 2021 | May 11, 2021 | May 10, 2021 | |
Foreign exchange contract | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Notional amount | $ 288.3 | $ 263.4 | |||||
Realized and unrealized foreign currency transaction loss | 0.8 | $ 6.2 | $ 5 | ||||
Interest rate swap agreement 2022 | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Notional amount | 750 | ||||||
Interest rate swap agreement 2023 | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Notional amount | 500 | ||||||
Interest rate swap agreement 2024 | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Notional amount | $ 500 | ||||||
Convertible Debt | 1.625% Notes | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Debt instrument, interest rate | 1.625% | 1.625% | 1.625% | 1.625% | 1.625% | 1.625% | |
Convertible Debt | 0% Notes | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Debt instrument, interest rate | 0.00% |
Financial Instruments - Schedul
Financial Instruments - Schedule of Net Foreign Exchange Positions (Details) - Foreign exchange contract - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Financial Instruments [Line Items] | ||
Buy (Sell) | $ 279.7 | $ 241.2 |
Notional Amount | 288.3 | 263.4 |
Other currencies - Buy | ||
Financial Instruments [Line Items] | ||
Buy (Sell) | 27.9 | 18.4 |
Notional Amount | 27.9 | 18.4 |
Other currencies - Sell | ||
Financial Instruments [Line Items] | ||
Buy (Sell) | (4.3) | (11.1) |
Notional Amount | 4.3 | 11.1 |
Philippine Peso | ||
Financial Instruments [Line Items] | ||
Buy (Sell) | 67.1 | 57.2 |
Notional Amount | 67.1 | 57.2 |
Euro | ||
Financial Instruments [Line Items] | ||
Buy (Sell) | 65.9 | 47.7 |
Notional Amount | 65.9 | 47.7 |
Korean Won | ||
Financial Instruments [Line Items] | ||
Buy (Sell) | 44.1 | 34.4 |
Notional Amount | 44.1 | 34.4 |
Japanese Yen | ||
Financial Instruments [Line Items] | ||
Buy (Sell) | 33.2 | 71.2 |
Notional Amount | 33.2 | 71.2 |
Chinese Yuan | ||
Financial Instruments [Line Items] | ||
Buy (Sell) | 15.1 | 17.7 |
Notional Amount | 15.1 | 17.7 |
Singapore Dollar | ||
Financial Instruments [Line Items] | ||
Buy (Sell) | 15.7 | 5.7 |
Notional Amount | 15.7 | 5.7 |
Czech Koruna | ||
Financial Instruments [Line Items] | ||
Buy (Sell) | 15 | 0 |
Notional Amount | $ 15 | $ 0 |
Income Taxes - Income (Loss) Be
Income Taxes - Income (Loss) Before Income Taxes and Non-controlling Interests (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 873.2 | $ (181.2) | $ (308.2) |
Foreign | 284.6 | 357.8 | 584.8 |
Income before income taxes | $ 1,157.8 | $ 176.6 | $ 276.6 |
Income Taxes - Provision (Benef
Income Taxes - Provision (Benefit) For Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 8 | $ 0.6 | $ 1.2 |
State and local | 4.8 | 0.1 | 0 |
Foreign | 43.3 | 54 | 48.5 |
Current, Provision (benefit) for income taxes | 56.1 | 54.7 | 49.7 |
Deferred: | |||
Federal | 89.2 | (69.2) | (5) |
State and local | 7.8 | (66.4) | 0 |
Foreign | (6.5) | 21.1 | 18 |
Deferred, Provision (benefit) for income taxes | 90.5 | (114.5) | 13 |
Total provision (benefit) | $ 146.6 | $ (59.8) | $ 62.7 |
Income Taxes - Reconciliation O
Income Taxes - Reconciliation Of The U.S. Federal Statutory Income Tax Rate (Details) - USD ($) $ in Millions | Jul. 06, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Taxes [Line Items] | ||||
U.S. federal statutory rate (as a percent) | 21.00% | 21.00% | 21.00% | |
Increase (decrease) resulting from: | ||||
State and local taxes, net of federal tax benefit | 1.40% | (1.40%) | (2.60%) | |
Impact of foreign operations | (2.00%) | 7.60% | 3.80% | |
Foreign derived intangible income benefit | (7.80%) | 0.00% | 0.00% | |
Impact of the Domestication | (35.70%) | 0.00% | (35.70%) | 0.00% |
Change in valuation allowance and related effects | (0.40%) | (24.40%) | 1.80% | |
Non-deductible share-based compensation costs | (0.10%) | 1.70% | (0.50%) | |
U.S. federal R&D credit | (0.40%) | (3.60%) | (3.70%) | |
Non-deductible officer compensation | 0.40% | 1.10% | 1.50% | |
Other | 0.60% | (0.10%) | 1.40% | |
Total | 12.70% | (33.80%) | 22.70% | |
Recognition of deferred tax assets, net | $ 63 | |||
Change in valuation allowance, benefit | $ 49.4 | |||
Change in valuation allowance, benefit, percent | 28.00% | |||
Election to waive deductions | $ 8.5 | |||
Election to waive deductions, percent | 0.70% | |||
Foreign | ||||
Increase (decrease) resulting from: | ||||
Change in valuation allowance, benefit | $ 26.3 | $ 61.8 | $ 11.2 | |
Change in valuation allowance, benefit, percent | 2.20% | 35.00% | 4.00% | |
Change in valuation allowance, expense | $ 22.6 | $ 61.8 | $ 11.2 | |
Change in valuation allowance, expense, percent | 1.90% | 35.00% | 4.00% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes [Line Items] | ||||
Effective income tax rate (benefit) (as a percent) | 12.70% | (33.80%) | 22.70% | |
Deferred tax assets, valuation allowance | $ 227.4 | $ 249.9 | ||
Balance of unrecognized tax benefit | 137.2 | 151 | $ 130 | $ 112.2 |
Unrecognized tax position, that would affect the annual effective tax rate | 92.5 | |||
Unrecognized tax benefits that would impact deferred taxes | 44.7 | |||
Estimate of decrease in unrecognized tax positions | 64.2 | |||
Interest and penalties tax expense (benefit) | (3.3) | 0.2 | ||
Accrued interest and penalties | 1.3 | 5.3 | $ 5.1 | |
Federal | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 77.5 | 99 | ||
Tax credit carryforwards | 43.6 | 153.4 | ||
State | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 491.1 | 741.3 | ||
Tax credit carryforwards | 138.4 | 141.1 | ||
Deferred tax assets, valuation allowance | 69.7 | |||
Foreign | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 551.8 | 581.6 | ||
Tax credit carryforwards | 69.2 | $ 69.4 | ||
National Tax Agency, Japan | ||||
Income Taxes [Line Items] | ||||
Valuation allowance | 93.4 | |||
Inland Revenue, Hong Kong | ||||
Income Taxes [Line Items] | ||||
Valuation allowance | $ 25.5 |
Income Taxes - Tax Effects Of T
Income Taxes - Tax Effects Of Temporary Differences (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
NOL and tax credit carryforwards | $ 354.4 | $ 471.6 |
163 (j) interest expense carryforward | 17.4 | 65.7 |
Lease liabilities | 50.2 | 32.5 |
ROU asset | (49.2) | (32.5) |
Tax-deductible goodwill and amortizable intangibles | (57.5) | (38) |
Capitalization of research and development expenses | 185.8 | 90.7 |
Reserves and accruals | 109.2 | 68.4 |
Property, plant and equipment | (110.6) | (95.8) |
Inventories | 67.9 | 84.3 |
Undistributed earnings of foreign subsidiaries | (58.7) | (57.5) |
Share-based compensation | 7.9 | 7.7 |
Pension | 15.3 | 21.2 |
Other | 18.4 | 3.2 |
Deferred tax assets and liabilities before valuation allowance | 550.5 | 621.5 |
Valuation allowance | (227.4) | (249.9) |
Net deferred tax asset | $ 323.1 | $ 371.6 |
Income Taxes - Activity for Unr
Income Taxes - Activity for Unrecognized Gross Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Unrecognized Gross Tax Benefits | |||
Balance at beginning of year | $ 151 | $ 130 | $ 112.2 |
Acquired balances | 9.3 | 0 | 15.5 |
Additions for tax benefits related to the current year | 3.1 | 11.9 | 9.4 |
Additions for tax benefits of prior years | 0 | 12.3 | 8 |
Reductions for tax benefits of prior years | (19.7) | (1.4) | (0.2) |
Lapse of statute | (2.7) | (1.3) | (8.2) |
Settlements | (3.8) | (0.5) | (6.7) |
Balance at end of year | $ 137.2 | $ 151 | $ 130 |
Changes in Accumulated Other _3
Changes in Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance, beginning | $ 3,558.1 | $ 3,324.1 | $ 3,194.1 |
Other comprehensive income prior to reclassifications | 36.1 | 16.7 | |
Amounts reclassified from accumulated other comprehensive loss | (19.1) | (20) | |
Other comprehensive income (loss), net of tax | 17 | (3.3) | (16.4) |
Balance, ending | 4,604.4 | 3,558.1 | 3,324.1 |
Effects of cash flow hedges, tax expense (benefit) | 6.1 | (1.7) | |
Currency Translation Adjustments | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance, beginning | (40.6) | (42.4) | |
Other comprehensive income prior to reclassifications | (3.8) | 1.8 | |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | |
Other comprehensive income (loss), net of tax | (3.8) | 1.8 | |
Balance, ending | (44.4) | (40.6) | (42.4) |
Effects of Cash Flow Hedges | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance, beginning | (17) | (11.9) | |
Other comprehensive income prior to reclassifications | 39.9 | 14.9 | |
Amounts reclassified from accumulated other comprehensive loss | (19.1) | (20) | |
Other comprehensive income (loss), net of tax | 20.8 | (5.1) | |
Balance, ending | 3.8 | (17) | (11.9) |
Accumulated Other Comprehensive Loss | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance, beginning | (57.6) | (54.3) | (37.9) |
Balance, ending | $ (40.6) | $ (57.6) | $ (54.3) |
Changes in Accumulated Other _4
Changes in Accumulated Other Comprehensive Loss - Schedule of Reclassifications from Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Interest expense | $ 18 | $ (8.6) | $ (11.8) |
Total reclassifications | 1,011.2 | 236.4 | $ 213.9 |
Reclassification out of Accumulated Other Comprehensive Income | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Total reclassifications | 19.1 | 20 | |
Effects of Cash Flow Hedges | Reclassification out of Accumulated Other Comprehensive Income | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Interest expense | $ 19.1 | $ 20 |
Supplemental Disclosures - Sche
Supplemental Disclosures - Schedule of Cash Flow, Supplemental Disclosures and Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 02, 2021 | Dec. 01, 2020 | Dec. 31, 2018 | |
Non-cash investing activities: | ||||||
Capital expenditures in accounts payable and other long-term liabilities | $ 150.7 | $ 162.5 | $ 155.3 | |||
Divestiture/Sale of property in exchange for note receivable | 7.5 | 7.2 | 0 | |||
Operating ROU assets obtained in exchange of lease liabilities | 69.3 | 58.2 | 17.5 | |||
Finance ROU assets obtained in exchange of lease liabilities | 22.3 | 0 | 0 | |||
Non-cash financing activities: | ||||||
Liability incurred for purchase of business | 0 | 0 | 12.7 | |||
Cash paid for: | ||||||
Interest expense | 96.9 | 109.1 | 97.2 | |||
Income taxes | 88.2 | 52.5 | 62.9 | |||
Operating lease payments in operating cash flows | 42.1 | 36.9 | 37.6 | |||
Reconciliation of balance sheet to cash flow | ||||||
Cash and cash equivalents | 1,352.6 | 1,080.7 | 894.2 | |||
Restricted cash (included in other current assets) | 20.1 | 0.8 | 0 | |||
Restricted cash (included in other non-current assets) | 5 | 0 | 0 | |||
Cash, cash equivalents and restricted cash in Consolidated Statements of Cash Flows | 1,377.7 | $ 1,081.5 | $ 894.2 | $ 1,087.1 | ||
GT Advanced Technologies Inc | ||||||
Debt Instrument [Line Items] | ||||||
Restricted cash | $ 17 | |||||
1.00% Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | 1.00% | 1.00% | 1.00% | 1.00% |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quantenna | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Charged to Other Accounts | $ 14 | ||
GT Advanced Technologies Inc | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Charged to Other Accounts | 22 | ||
Valuation Allowance of Deferred Tax Assets | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 249.9 | $ 357.9 | $ 347.5 |
Charged (Credited) to Costs and Expenses | 3.3 | (43.1) | 5 |
Charged to Other Accounts | 8.7 | 11 | 16.6 |
Deductions/Write-offs | (34.5) | (75.9) | (11.2) |
Balance at End of Period | $ 227.4 | $ 249.9 | $ 357.9 |