安森美半导体 2024年度报告

(Mark One) ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the transition period fromto(Commission File Number) 001-39317 ON SEMICONDUCTOR CORPORATION (Exact name of registrant as specified in its charter) (State or other jurisdiction ofincorporation or organization) 5701 N. Pima RoadScottsdale, AZ 85250(602) 244-6600(Address, zip code and telephone number, including area code, of principal executive offices) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☐Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.Yes☐No☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☐No☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growthcompany" in Rule 12b-2 of the Exchange Act. If emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report. Yes☐No☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $29,264,164,935 as of June 28,2024, based on the closing sales price of such stock on the Nasdaq Global Select Market. Shares held by executive officers, directors and personsowning directly or indirectly more than 10% of the outstanding common stock (as applicable) have been excluded from the preceding number becausesuch persons may be deemed to be affiliates of the registrant.The number of shares of the registrant's common stock outstanding at February 5, 2025 was 421,421,127. Documents Incorporated by Reference Portions of the registrant's Definitive Proxy Statement relating to its 2025 Annual Meeting of Stockholders, which is expected to be filed pursuant toRegulation 14A within 120 days after the registrant's fiscal year ended December 31, 2024, are incorporated by reference into Part III of this Form 10-Kwhere indicated. Table of Contents ON SEMICONDUCTOR CORPORATIONFORM 10-K TABLE OF CONTENTS Part I Item 1.Business5Overview5Revenue Generating Activities7Markets8Resources10Seasonality12Government Regulation12Environmental, Social and Governance Initiatives13Human Capital Resources13Information about Our Executive Officers14Available Information15Item 1A.Risk Factors16Item 1B.Unresolved Staff Comments29Item 1C.Cybersecurity29Item 2.Properties31Item 3.Legal Proceedings32Item 4.Mine Safety Disclosure32 Part II Item 5.Market for Registrant's Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities32 Item 6.[Reserved]33Item 7.Management's Discussion and Analysis of Financial Condition and Resultsof Operations33Item 7A.Quantitative and Qualitative Disclosures about Market Risk43Item 8.Financial Statements and Supplementary Data44Item 9.Changes in and Disagreements with Accountants on Accounting andFinancial Disclosure44Item 9A.Controls and Procedures44Item 9B.Other Information45Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections45Part IIIItem 10.Directors, Executive Officers and Corporate Governance46Item 11.Executive Compensation46Ite