ON SEMICONDUCTOR CORP Dyskusja i analiza kierownictwa dotycząca sytuacji finansowej i wyników działalności (formularz 10-K)
You should read the following discussion in conjunction with our audited
historical consolidated financial statements, including the notes thereto, which
are included elsewhere in this Form 10-K. Management's Discussion and Analysis
of Financial Condition and Results of Operations contains statements that are
forward-looking. These statements are based on current expectations and
assumptions that are subject to risk, uncertainties, and other factors. Actual
results could differ materially because of the factors discussed in "Risk
Factors" and elsewhere in this Form 10-K.
Przegląd wykonawczy
This executive overview presents summarized information regarding our business
and operating trends only. For further information relating to the information
summarized herein, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in its entirety.
onsemi Wyniki
Our revenue for the year ended December 31, 2022 was $8,326.2 million, an
increase of 23.5% from $6,739.8 million for the year ended December 31, 2021.
The increase was attributable to our strategy to focus on a product mix that
yields higher margins, and an increase in average selling prices driven by
strong market demand. During 2022, we reported net income attributable to onsemi
of $1,902.2 million compared to $1,009.6 million in 2021. Our operating income
totaled $2,360.0 million during 2022 compared to $1,287.6 million during 2021.
The increase in our operating income and net income was due to significantly
better gross margins primarily driven by higher revenue in focused end-markets,
favorable product mix, increase in average selling prices and savings from
restructuring activities. Our gross margin increased by approximately 870 basis
points to 49.0% in 2022 from 40.3% in 2021. See discussion under "Results of
Operations" for additional discussion on the reasons for the fluctuations year
over year.31
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Otoczenie biznesowe i makroekonomiczne
The semiconductor industry has traditionally been highly cyclical, has often
experienced significant downturns in connection with, or in anticipation of,
declines in general economic conditions, and may experience uncertainty and
volatility in the future.During the year ended December 31, 2022, our product demand remained strong as
we achieved record annual revenues. However, we are aware of and are monitoring
the economic environment and related forecasts, which suggest global economic
slowdowns could continue and potentially result in certain economies entering a
recessionary period, which could include the United States. Given the current
conditions, we are actively managing our manufacturing activity and spending to
align with our forecasted demand. We believe the current volatility in general
economic conditions is not expected to have a significant impact on our
long-term strategic and growth initiatives.During 2022, we achieved revenue growth as well as expanded our gross margin and
operating margin. The semiconductor industry conditions have resulted in
increased costs throughout our supply chain. In some cases, we have been able to
increase our prices and pass these increased costs along to our customers, which
also partially contributed to higher revenue for 2022. We expect to continue to
evaluate cost-saving initiatives to be able to align our overall cost structure,
capital investments and other expenditures with our expected revenue, spending
and capacity levels to help offset increased costs. We have taken, and continue
to take actions, including but not limited to, exiting product lines, that do
not support our gross margin improvements and strategic objectives.See Note 7: ''Restructuring, Asset Impairments and Other Charges, net'' in the
notes to our audited consolidated financial statements included elsewhere in
this Form 10-K for information relating to our most recent cost-saving
initiatives.
Wyniki operacji
A discussion of our results of operations for the year ended December 31, 2022
compared to December 31, 2021 is included below. For a discussion and comparison
of the results of our operations for the year ended December 31, 2021 with the
year ended December 31, 2020, refer to "Management's Discussion and Analysis of
Financial Conditions and Results of Operations" in our Form 10-K for the year
ended December 31, 2021 filed with the SEC on February 14, 2022.32
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Wyniki operacyjne
The following table summarizes certain information relating to our operating
results that has been derived from our audited consolidated financial statements
(in millions):
Year ended December 31,
2022 2021 Change
Revenue $ 8,326.2 $ 6,739.8 $ 1,586.4
Cost of revenue 4,249.0 4,025.5 223.5
Gross profit 4,077.2 2,714.3 1,362.9
Operating expenses:
Research and development 600.2 655.0 (54.8)
Selling and marketing 287.9 293.6 (5.7)
General and administrative 343.2 304.8 38.4Amortization of acquisition-related intangible assets 81.2 99.0 (17.8)
Restructuring, asset impairments and other charges, net 17.9 71.4 (53.5)
Goodwill and intangible asset impairment 386.8 2.9 383.9
Total operating expenses 1,717.2 1,426.7 290.5
Operating income 2,360.0 1,287.6 1,072.4
Other income (expense), net:
Interest expense (94.9) (130.4) 35.5
Interest income 15.5 1.4 14.1
Loss on debt refinancing and prepayment (7.1) (29.0) 21.9
Gain on divestiture of businesses 67.0 10.2 56.8Other income, net 21.7 18.0 3.7
Other income (expense), net 2.2 (129.8) 132.0
Income before income taxes 2,362.2 1,157.8 1,204.4
Income tax provision benefit (458.4) (146.6) (311.8)
Net income 1,903.8 1,011.2 892.6
Less: Net income attributable to non-controlling interest (1.6) (1.6) -
Zysk netto przypadający na ON Semiconductor Corporation 1.902,2 USD
$ 1,009.6 $ 892.6Revenue
Revenue was $8,326.2 million and $6,739.8 million for 2022 and 2021,
respectively. The increase from 2021 to 2022 of $1,586.4 million, or 23.5%, was
attributable to a 22.4%, 18.4% and 41.7% increase in revenue in PSG, ASG and
ISG, respectively, which is further explained below.
Mieliśmy jednego klienta, dystrybutora, którego przychody stanowiły ok
12% całkowitych przychodów za rok zakończony 31 grudnia 2022 r.
Revenue by operating and reportable segments was as follows (dollars in
millions):
As a % of As a % of
2022 Revenue (1) 2021 Revenue (1)
PSG $ 4,208.2 50.5 % $ 3,439.1 51.0 %
ASG 2,841.3 34.1 % 2,399.9 35.6 %
ISG 1,276.7 15.3 % 900.8 13.4 %
Total revenue $ 8,326.2 $ 6,739.8_______________________
(1)Niektóre kwoty mogą się nie sumować ze względu na zaokrąglenia poszczególnych kwot.
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Przychody z PSG
Revenue from PSG increased by $769.1 million, or approximately 22.4%, during
2022 compared to 2021. The revenue from our Advanced Power Division and our
Integrated Circuits, Protection and Signal Division increased by $672.7 million
and $96.4 million, respectively. These increases primarily were driven by our
strategy to focus on SiC, a product mix that yields higher margins and an
increase in average selling prices driven by strong market demand.
Przychody z ASG
Revenue from ASG increased by $441.4 million, or approximately 18.4%, during
2022 compared to 2021. The revenue from our Automotive Division, Industrial
Solutions Division and Mobile, Computing and Cloud Division increased by $224.2
million, $173.8 million and $77.1 million, respectively. The increases primarily
were due to our strategy to focus on a product mix that yields higher margins,
and an increase in average selling prices driven by strong market demand.
Przychody z ISG
Revenue from ISG increased by $375.9 million, or approximately 41.7%, during
2022 compared to 2021. The revenue from our Automotive Sensing Division and our
Industrial and Consumer Solutions Division increased by $357.3 million and $18.7
million, respectively. The increase in revenue was due to our strategy to focus
on a product mix that yields higher margins, and an increase in average selling
prices driven by strong market demand.
Przychody według lokalizacji geograficznej
Przychody według lokalizacji geograficznej, na podstawie sprzedaży rozliczanej z odpowiednich
kraju lub regionów są następujące (w milionach dolarów):
As a % of As a % of
2022 Revenue (1) 2021 Revenue (1)
Hong Kong $ 2,315.8 27.8 % $ 1,828.6 27.1 %
Singapore 2,133.9 25.6 % 2,097.8 31.1 %
United Kingdom 1,492.3 17.9 % 1,123.6 16.7 %
United States 1,464.7 17.6 % 931.6 13.8 %
Other 919.5 11.0 % 758.2 11.2 %
Total Revenue $ 8,326.2 $ 6,739.8_______________________
(1)Niektóre kwoty mogą się nie sumować ze względu na zaokrąglenia poszczególnych kwot.
Zysk brutto i marża brutto
Our gross profit by operating and reportable segment was as follows (dollars in
millions):
As a % of As a % of Segment
2022 Segment Revenue (1) 2021 Revenue (1)
PSG $ 1,994.3 47.4 % $ 1,318.3 38.3 %
ASG 1,474.5 51.9 % 1,055.6 44.0 %
ISG 608.4 47.7 % 340.4 37.8 %Total gross profit $ 4,077.2 49.0 % $ 2,714.3 40.3 %
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(1)Niektóre kwoty mogą się nie sumować ze względu na zaokrąglenia poszczególnych kwot.
Nasz zysk brutto wzrósł o 1362,9 mln USD, czyli o około 50%.
2714,3 mln USD w 2021 r. do 4077,2 mln USD w 2022 r. Marża brutto
wzrósł do 49,0% w 2022 r. w porównaniu z 40,3% w 2021 r.
Istotny wzrost zysku brutto i marży brutto był głównie spowodowany
dzięki wyższym dochodom, zwłaszcza w woj
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końcowych rynków motoryzacyjnych i przemysłowych oraz korzystny asortyment produktów, który
obejmował podwyżki cen w celu rozwiązania rozbieżności między ceną a wartością dla naszych
produkty.
Operating Expenses
Research and Development
Research and development expenses were $600.2 million and $655.0 million, or
approximately 7% and 10% of revenue for 2022 and 2021, respectively,
representing a decrease of $54.8 million, or approximately 8% year-over-year.
The decrease was primarily due to a reduction in payroll and other related
expenses associated with the wind down of QCS.
Sprzedaży i Marketingu
Selling and marketing expenses were $287.9 million and $293.6 million, or
approximately 3% and 4% of revenue for 2022 and 2021, respectively, representing
a decrease of $5.7 million, or approximately 2% year-over-year. The decrease was
primarily due to a reduction in payroll-related expenses due to census declines
from hiring delays and attrition.
Ogólne i administracyjne
General and administrative expenses were $343.2 million and $304.8 million, or
approximately 4% and 5% of revenue for 2022 and 2021, respectively, representing
an increase of $38.4 million, or approximately 13% year-over-year. The increase
was primarily due to higher variable compensation and stock compensation.
Amortyzacja wartości niematerialnych związanych z nabyciem
Amortization of acquisition-related intangible assets was $81.2 million and
$99.0 million for 2022 and 2021, respectively, representing a decrease of $17.8
million, or approximately 18.0%, year-over-year. The decrease was due to the
reduction in amortization expense as certain intangible technology-related
assets became fully amortized in 2021 and the full write-off of QCS intangibles.
Restrukturyzacja, utrata wartości aktywów i inne obciążenia, netto
Restructuring, asset impairments and other charges, net was $17.9 million and
$71.4 million for 2022 and 2021, respectively. Charges in 2022 represent
severance charges, contract termination costs and litigation expenses and
primarily relate to the QCS wind down. Amounts incurred during 2021 primarily
related to the involuntary severance plan. For additional information, see Note
7: ''Restructuring, Asset Impairments and Other Charges, net'' in the notes to
our audited consolidated financial statements included elsewhere in this Form
10-K.
Utrata wartości firmy i wartości niematerialnych
Goodwill and intangible asset impairment was $386.8 million and $2.9 million for
2022 and 2021, respectively. During 2022, we recorded a goodwill impairment
charge of $330.0 million and an intangible asset impairment charge of $56.8
million, as a result of a shift in our focus on long-term product mix in our
strategic markets and the QCS wind down. See Note 6: ''Goodwill and Intangible
Assets'' in the notes to our unaudited consolidated financial statements
included elsewhere in this Form 10-K for additional information.
Inne przychody i wydatki
Koszt odsetek
Interest expense decreased by $35.5 million, or approximately 27.2%, to $94.9
million during 2022 compared to $130.4 million in 2021. The decrease was
primarily due to the lack of amortization of debt discount on our convertible
notes due to the adoption of ASU 2020-06, the effect of the issuance of the 0%
Notes, as a majority of the proceeds were utilized to repay higher rate debt.
Our average gross amount of long-term debt balance (including current
maturities) during 2022 and 2021 was $3,243.3 million and $3,423.9 million,
respectively. Our weighted average interest rate on our gross amount of
long-term debt (including current maturities) was 2.9% and 3.8% per annum in
2022 and 2021, respectively.See "Liquidity and Capital Resources-Key Financing and Capital Events" below and
Note 9: ''Long-Term Debt'' in the notes to our audited consolidated financial
statements included elsewhere in this Form 10-K for a description of our
indebtedness and
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naszych działań refinansowych.
Zysk na zbyciu przedsiębiorstw
Gain on divestiture of business was $67.0 million in 2022, compared to $10.2
million in 2021. The gain during 2022 relates to the divestiture of the wafer
manufacturing facilities in Niigata, Japan, Pocatello, Idaho, South Portland,
Maine and Oudenaarde, Belgium.
Strata na refinansowaniu zadłużenia i przedpłacie
We recorded loss on debt refinancing and prepayment of $7.1 million during 2022.
This was primarily related to the partial prepayment of the Term Loan "B"
Facility. See "Liquidity and Capital Resources-Key Financing and Capital Events"
below and Note 9: ''Long-Term Debt'' in the notes to our audited consolidated
financial statements included elsewhere in this Form 10-K for a description of
our indebtedness and our refinancing activities.
Pozostałe dochody netto
Other income, net was $18.0 million in 2021 compared to an income of $21.7
million in 2022, reflecting a change of approximately 20.6%. The increase was
primarily due to the fluctuations in foreign currencies resulting in increased
transaction gains offset by losses on hedges that were realized.
Rezerwa na podatek dochodowy
We recorded an income tax provision of $458.4 million and $146.6 million in 2022
and 2021, respectively, representing effective tax rates of 19.4% and 12.7%. The
increase in our effective tax rate was substantially driven by the impact of
nondeductible goodwill and foreign operations.
Dodatkowe informacje znajdują się w Nocie 16: „Podatek dochodowy” i Nocie 6: „Wartość firmy
oraz Wartości niematerialne i prawne” w informacji dodatkowej do zbadanego skonsolidowanego sprawozdania finansowego
oświadczenia zawarte w innym miejscu niniejszego formularza 10-K.
Płynność i zasoby kapitałowe
Przegląd
Our principal sources of liquidity are cash on hand, cash generated from
operations, funds from external borrowings and debt and equity issuances. In the
near term, we expect to fund our primary cash requirements through cash
generated from operations and with cash and cash equivalents on hand. We also
have the ability to utilize our Revolving Credit Facility, which has
approximately $1.5 billion available for future borrowings. Our balance of cash
and cash equivalents was $2,919.0 million as of December 31, 2022.We require cash to: (i) fund our operating expenses, working capital
requirements, outlays for strategic acquisitions and investments; (ii) service
our debt, including principal and interest; (iii) conduct research and
development; (iv) incur capital expenditures; and (v) repurchase our common
stock. As part of our business strategy, we review acquisition and divestiture
opportunities on a regular basis.During the ordinary course of business, we evaluate our cash requirements and,
if necessary, adjust our expenditures to reflect the current market conditions
and our projected sales and demand. Our capital expenditures are primarily
directed towards manufacturing equipment, and can materially influence our
available cash for other initiatives. Future capital expenditures may be
impacted by events and transactions that are not currently forecasted.
Uważamy, że kluczowe czynniki, które mogą negatywnie wpłynąć na nasze wewnętrzne i
zewnętrzne źródła środków pieniężnych to:
•Changes in demand for our products, competitive pricing pressures, supply chain
constraints, effective management of our manufacturing capacity, our ability to
achieve further reductions in operating expenses, our ability to make progress
on the achievement of our business strategy and sustainability goals, the impact
of our restructuring programs on our production and cost efficiency and our
ability to make the research and development expenditures required to remain
competitive in our business; and
•Rynki kapitału dłużnego i kapitałowego mogą mieć wpływ na naszą zdolność do pozyskiwania potrzebnych środków
finansowania na akceptowalnych warunkach lub do
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--------------------------------------------------------------------------------respond to business opportunities and developments as they arise, including
interest rate fluctuations, macroeconomic conditions, sudden reductions in the
general availability of lending from banks or the related increase in cost to
obtain bank financing and our ability to maintain compliance with covenants
under our debt agreements in effect from time to time.
Źródła i zastosowania gotówki
As part of our business strategy, we review acquisition and divestiture
opportunities on a regular basis. Excluded from the discussion below is the EFK
facility, which we acquired on December 31, 2022 for $406.3 million in cash, of
which approximately $236.3 million was paid in January 2023. See Note 5:
''Acquisitions and Divestitures'' in the notes to our audited consolidated
financial statements included elsewhere in this Form 10-K.
Poniżej przedstawiono istotne źródła i zastosowania gotówki w 2022 r.:
•Nasze przepływy pieniężne z działalności operacyjnej wyniosły 2633,1 mln USD.
• Zapłaciliśmy około 1 005,0 mln USD na nakłady inwestycyjne.
• Pożyczka w wysokości 500,0 mln USD w ramach kredytu odnawialnego netto
z którego wpływy zostały wykorzystane do przedpłaty salda zadłużenia w wysokości 500,0 mln USD
w ramach Kredytu Terminowego „B”.
•Odkupił łącznie około 4,0 mln akcji zwykłych
cena zakupu 259,8 mln USD.
•Divestiture of manufacturing facilities in Oudenaarde, Belgium, South Portland,
Maine, Pocatello, Idaho and Niigata, Japan for approximately $275.0 million in
the aggregate. See Note 5: ''Acquisitions and Divestitures'' in the notes to our
audited consolidated financial statements included elsewhere in this Form 10-K.
Działalność operacyjna
Our long-term cash generation is dependent on the ability of our operations to
generate cash. Our cash flows from operating activities were $2,633.1 million,
$1,782.0 million and $884.3 million for the years ended December 31, 2022, 2021
and 2020, respectively. Our operating cash flows for the year ended December 31,
2022 increased by $851.1 million, or 47.8%, compared to the year ended
December 31, 2021 and was primarily attributable to a significant increase in
net income due to our strategy to focus on a product mix that yields higher
margins combined with increased demand and prices for our products.Our ability to maintain positive operating cash flows is dependent on, among
other factors, our success in achieving our revenue goals and manufacturing and
operating cost targets. Management of our assets and liabilities, including both
working capital and long-term assets and liabilities, also influences our
operating cash flows.
Działalność inwestycyjna
Our cash flows used in investing activities were $705.4 million, $915.1 million
and $453.6 million for the years ended December 31, 2022, 2021 and 2020,
respectively. The decrease of $209.7 million for the year ended December 31,
2022 compared to the year ended December 31, 2021 was primarily attributable to
capital expenditures offset by proceeds from the sale of real estate and
divestitures. During the year ended December 31, 2022, 2021 and 2020, we paid
$1,005.0 million, $444.6 million and $383.6 million, respectively, for capital
expenditures. Our capital expenditures as a percent of revenue increased in 2022
to 12%, primarily as a result of the silicon carbide expansion and our facility
expansion investments. In 2023, we expect capital expenditures to be
approximately 20% of revenue as these investments along with other capital
initiatives will increase.
Działania finansowe
Our cash flows used in financing activities were $370.0 million, $569.4 million
and $244.0 million for the years ended December 31, 2022, 2021 and 2020,
respectively. The decrease of $199.4 million for the year ended December 31,
2022 compared to the year ended December 31, 2021 was primarily attributable to
proceeds and payments related to long-term borrowings and share repurchase
activity.
Patrz część I, pozycja 1A „Czynniki ryzyka” zawarte w innym miejscu niniejszego formularza 10-K
dodatkowe informacje związane z kwestiami płynności.
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Dług
Our ability to service our long-term debt, including our 0% Notes, 3.875% Notes,
1.625% Notes, the Revolving Credit Facility and the Term Loan "B" Facility, to
remain in compliance with the various covenants contained in our debt agreements
and to fund working capital, capital expenditures and business development
efforts will depend on our ability to generate cash from operating activities,
which is subject to, among other things, our future operating performance, as
well as to financial, competitive, legislative, regulatory and other conditions,
some of which may be beyond our control.As of December 31, 2022, there was $1,086.0 million outstanding under the Term
Loan "B" Facility, in addition to $805.0 million aggregate principal amount of
the 0% Notes, $700.0 million aggregate principal amount of 3.875% Notes and
$137.3 million aggregate principal amount of the 1.625% Notes. The aggregate
principal amount of outstanding 1.625% Notes, net of unamortized discount and
issuance costs, has been reclassified as a current portion of long-term debt.
The associated interest expense related to this indebtedness will continue to
have a significant impact on our results of operations.See Note 5: ''Acquisitions and Divestitures'' and Note 9: ''Long-Term Debt'' in
the notes to our audited consolidated financial statements included elsewhere in
this Form 10-K for additional information.
Kluczowe zdarzenia finansowe i kapitałowe
Przegląd
We continually evaluate our debt and capital structure and when appropriate, we
have completed various measures to secure liquidity, repurchase shares of our
common stock, reduce interest costs, amend existing key financing arrangements
and, in some cases, extend a portion of our debt maturities to continue to
provide us additional operating flexibility. Certain of these measures continued
in 2022, which included the partial repayment of our Term Loan through
borrowings of $500.0 million under our Revolving Credit Facility and the
amendment of our credit agreement to eliminate the LIBO Rate as a borrowing
alternative. For further discussion of our debt instruments, see Note 9:
''Long-Term Debt'' and for further discussion on the Share Repurchase Program
(as defined below), see Note 10: ''Earnings Per Share and Equity'' in the notes
to our audited consolidated financial statements included elsewhere in this Form
10-K.2022 Financing Events
•In connection with the Company's $500.0 million draw down on the Revolving
Credit Facility, we expensed $7.3 million of unamortized debt discount and
issuance costs primarily attributed to a partial pay-down of debt as loss on
debt refinancing and prepayment.
• Wykup akcji w ramach programu wykupu akcji wyniósł 259,8 mln USD
w roku zakończonym 31 grudnia 2022 r.
•On November 9, 2022, we entered into separate privately negotiated transactions
with certain holders of the 1.625% Notes to repurchase or exchange, as
applicable, $16.0 million in aggregate principal amount of the 1.625% Notes for
a total consideration of $16.0 million in cash and 552,000 shares of common
stock.
• 16 listopada 2022 r. zawarliśmy Dziesiątą Poprawkę do Zmienionego Kredytu
Umowa przejścia podstawy oprocentowania ze Stawki LIBO na Termin SOFR.
Wydarzenia finansowe 2021
•In May 2021, we completed a private offering of $805.0 million aggregate
principal amount of 0% Notes. In connection with the issuance of the 0% Notes,
we entered into convertible note hedge transactions with the initial purchasers
of the 0% Notes or their affiliates ("Counterparties") and paid $160.3 million
in cash for the convertible note hedges. We also entered into warrant
transactions with the Counterparties and received $93.8 million in cash for the
sale of warrants.•Contemporaneously with the issuance of the 0% Notes, we 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 common stock. In December 2021, we repurchased $47.4
million of the 1.625% Notes for $47.4 million in cash and 1.6 million
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akcje zwykłe.
•During the year ended December 31, 2021, we 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 on hand.
Wydarzenia finansowe 2020
•The 1.00% Notes matured on December 1, 2020. The maturity of the notes resulted
in us paying $690.0 million in cash, to holders of the 1.00% Notes using our
available cash and cash equivalents. The excess over the principal amount was
settled by issuing shares of common stock held in treasury. At the time of
issuance of the 1.00% Notes, we concurrently entered into hedge transactions
with certain of the initial purchasers of the 1.00% Notes, and accordingly,
repurchased an equivalent number of shares of our common stock at fair market
value, to effectively offset the issuance of shares. Also at the time of
issuance of the 1.00% Notes, we sold warrants to certain bank counterparties
whereby the holders of the warrants had the option to purchase from us the
equivalent number of shares of our common stock at a price of $25.96 per share.
All these warrants were exercised by the holders during the first and second
quarters of 2021 and were settled by issuing an aggregate of 13.4 million shares
of common stock.•In August 2020, we completed a private offering of $700.0 million aggregate
principal amount of the 3.875% Notes due 2028. In connection with the issuance,
we incurred original issue discount and debt issuance costs amounting to $9.4
million.•In March 2020, we borrowed $1,165.0 million under the Revolving Credit Facility
as a precautionary measure in order to increase our cash position and provide
financial flexibility in light of the uncertainty resulting from the impact of
the COVID-19 pandemic. Due to better macroeconomic and business conditions, we
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 with the remaining
$65.0 million balance we repaid $65.0 million on December 31, 2020.
•W 2020 r. odkupiliśmy 3,6 mln akcji zwykłych za 1,5 mln zł
łączna cena zakupu w wysokości 65,3 mln USD zgodnie z wykupem akcji
Program.
Gwarancje zadłużenia i powiązane umowy
As of December 31, 2022, we were in compliance with the indentures relating to
our 0% Notes, 3.875% Notes and 1.625% Notes and with covenants relating to our
Term Loan "B" Facility and Revolving Credit Facility. Our 0% Notes, 3.875% Notes
and 1.625% Notes are senior to the existing and future subordinated indebtedness
of onsemi and our guarantor subsidiaries and rank equally in right of payment to
all of our existing and future senior debt and as unsecured obligations and are
subordinated to all of our existing and future secured debt to the extent of the
assets securing such debt. Failure to comply with any of our covenants or any
other terms of our Term Loan "B" Facility and Revolving Credit Facility could
result in higher interest rates on our borrowings or the acceleration of the
maturities of our outstanding debt.
Patrz Nota 9: „Zadłużenie długoterminowe” w informacji dodatkowej do naszego zbadanego skonsolidowanego sprawozdania finansowego
sprawozdania finansowe zawarte w innym miejscu niniejszego formularza 10-K jako dodatkowe
Informacja.
Krytyczne zasady rachunkowości i szacunki
The accompanying discussion and analysis of our financial condition and results
of operations is based upon our audited consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States. We believe certain of our accounting policies are critical
to understanding our financial position and results of operations. We utilize
the following critical accounting policies in the preparation of our financial
statements. In addition to our critical accounting policies below, see Note 2:
''Significant Accounting Policies'' in the notes to our audited consolidated
financial statements included elsewhere in this Form 10-K.Use of Estimates. The preparation of financial statements in accordance with
GAAP requires us 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. We evaluate
these estimates and judgments on an ongoing basis and base our estimates on
experience, current and expected future conditions, third-party evaluations and
various other assumptions that we believe 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
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--------------------------------------------------------------------------------evaluations of uncertain tax positions; (iv) assumptions used in business
combinations; and (v) testing for impairment of long-lived assets and goodwill.
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.Revenue Recognition. We generate revenue from sales of our semiconductor
products to direct customers and distributors. We also generate revenue, to a
much lesser extent, from product development agreements and manufacturing
services provided to customers. We recognize revenue when we satisfy a
performance obligation in an amount reflecting the consideration to which we
expect to be entitled. For sales agreements, we have identified the promise to
transfer products, each of which is distinct, to be the performance obligation.
For product development agreements, we have identified the completion of a
service defined in the agreement to be the performance obligation. We apply 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. We allocate the transaction price to each distinct product based on
its relative stand-alone selling price. In determining the transaction price, we
evaluate whether the price is subject to refund or adjustment to determine the
net consideration to which we expect to be entitled. Substantially all of our
revenue is recognized at the time control of the products transfers to the
customer.Sales to certain distributors, primarily those with ship and credit rights, can
be subject to price adjustment on certain products. We develop an estimate of
their expected claims under the ship and credit program based on the historical
claims data submitted by product and customer and expected future claims, which
requires the use of estimates and assumptions related to the amount of each
claim as well as the historical period used to develop the estimate.Our direct customers do not have the right to return products, other than
pursuant to the provisions of our 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.
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.
For non-quality related returns, we recognize a related asset for the right to
recover returned products with a corresponding reduction to cost of goods sold.
We record a reserve for cash discounts as a reduction to accounts receivable and
a reduction to revenue, based on the experience with each customer.Inventories. We carry our inventories at the lower of standard cost (which
approximates actual cost on a first-in, first-out basis) or net realizable value
and record provisions for potential 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 provisions can influence our results from operations. For example, when
demand falls for a given part, all or a portion of the related inventory that is
considered to be in excess of anticipated demand is reserved, impacting our cost
of revenue and gross profit. The majority of product inventory that has been
previously reserved is ultimately discarded. However, we do sell some products
that have previously been written down, such sales have historically been
consistently insignificant and the related impact on our margins has also been
insignificant.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 we 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 we determine 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 we determine 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.We recognize and measure 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
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--------------------------------------------------------------------------------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. Our 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
material increases or decreases in income tax expense in the period in which the
change is made, which could have a material impact to our effective tax rate.Business Combination. We use estimates and assumptions in allocating the
purchase price of acquired business by utilizing established valuation
techniques appropriate for the technology industry to record the acquired assets
and liabilities at fair value. We utilize 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. 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 and involves
significant assumptions as to cash flows, associated expenses, long-term growth
rates and discount rates. The cost approach takes into account the cost to
replace (or reproduce) the asset and involves assumptions relating to 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 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
expenses.Impairment of Goodwill and Long-Lived Assets. We evaluate our goodwill for
potential impairment annually during the fourth quarter and whenever events or
changes in circumstances indicate the carrying value of goodwill may not be
recoverable. Our impairment evaluation consists of a qualitative assessment, and
if deemed necessary, a quantitative test is performed which compares the fair
value of a reporting unit with its carrying amount, including goodwill.Determining the fair value of our reporting units is subjective in nature and
involves the use of significant estimates and assumptions, including projected
net cash flows, discount and long-term growth rates. We determine the fair value
of our reporting units based on an income approach, whereby the fair value of
the reporting unit is 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. We consider
historical rates and current market conditions when determining the discount and
long-term growth rates to use in its analysis. We consider 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.We evaluate the recoverability of the carrying amount of our property, plant and
equipment and intangible assets, whenever events or changes in circumstances
indicate that the carrying amount of an asset group may not be fully
recoverable. Impairment is first assessed when the undiscounted expected cash
flows derived for 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 and are recognized in operating results.
We continually apply our best judgment 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 an impaired asset group. The dynamic
economic environment in which we operate and the resulting assumptions used to
estimate future cash flows impact the outcome of our impairment tests. As we
continue to implement our 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.Contingencies. We are involved in a variety of legal matters that arise in the
normal course of business. Based on the available information, we evaluate the
relevant range and likelihood of potential outcomes and we record the
appropriate liability when the amount is deemed probable and reasonably
estimable.
Najnowsze komunikaty księgowe
Aby zapoznać się z omówieniem ostatnich oświadczeń księgowych, zob. Nota 4: „Ostatnie
Wyciągi księgowe i inne zmiany” w notach do naszego audytowanego
skonsolidowane sprawozdania finansowe zawarte w innym miejscu niniejszego formularza 10-K.
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