ON SEMICONDUCTOR CORP
For the period ended Jul 3, 2026. Filed Aug 3, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jul 3, 2026 · Filed Aug 3, 2026
ON$63.31+0.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-04-03; filed 2026-05-04.
0001097864-26-000014
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-07-03; filed 2026-08-03.
0001097864-26-000017
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 80 previous paragraphs and 128 current paragraphs.
49 unchanged; 26 reworded; 42 added; 4 removed; 1 previous and 11 current paragraphs rearranged.
Tables are not compared: 3 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (42)
Current report
Definitive Agreement to Acquire Synaptics Incorporated
Current report
On June 25, 2026, we entered into an Agreement and Plan of Reorganization (the "Merger Agreement") with Sonic Acquisition Corp. and Synaptics Incorporated ("Synaptics"), pursuant to which Synaptics will become a wholly owned subsidiary of onsemi (the “Merger”). At the effective time of the Merger (the “Closing”), each outstanding share of Synaptics common stock, subject to limited exceptions set forth in the Merger Agreement, will be converted into the right to receive 1.350 shares of the Company's common stock. Based on the exchange ratio, we expect Synaptics stockholders will own approximately 12% of the combined company on a pro forma basis upon closing. The Merger Agreement also provides for our assumption of certain
Current report
Synaptics equity awards, subject to certain adjustments thereto in respect of, among other things, performance-based vesting conditions. Our Board of Directors unanimously approved the Merger Agreement and the issuance of our common stock in connection with the Merger.
Current report
Pursuant to the Merger Agreement, at the Closing, onsemi will appoint one independent director, designated by onsemi from among those directors serving on the board of directors of Synaptics (“Synaptics Board”) as of immediately prior to the Closing that have been proposed to onsemi by the Synaptics Board for consideration, with such selection to be made after reasonable consultation with, and reasonable consideration of the recommendations of, Synaptics.
Current report
The Merger, which is anticipated to close in mid-2027, is subject to the satisfaction or waiver of customary closing conditions, including, but not limited to, adoption of the Merger Agreement by Synaptics’ stockholders, the expiration or early termination of the waiting period under the HSR Act, and other regulatory approvals under certain antitrust and foreign investment regimes, and the absence of any order, injunction or law of such jurisdictions prohibiting the Merger.
Current report
The parties’ HSR notifications were filed with the FTC and DOJ on July 17, 2026. The 30-day waiting period following the parties’ filings expires at 11:59 pm, Eastern Time, on August 17, 2026, unless extended by the issuance of a Second Request or earlier terminated by the FTC and DOJ.
Current report
The Merger Agreement contains certain termination rights for each of us and Synaptics. In certain circumstances in which the Merger Agreement is terminated, Synaptics may be required to pay us a termination fee of $235.0 million, including if the Merger Agreement is terminated by us due to a change of recommendation by the Synaptics Board, or by Synaptics to enter into a more favorable third-party acquisition proposal, as more fully described in the Merger Agreement. In certain circumstances in which the Merger Agreement is terminated due to the failure to obtain required regulatory approvals, we may be required to pay Synaptics a termination fee of $320.0 million, as more fully described in the Merger Agreement.
Current report
Revenue from PSG increased by $130.8 million, or approximately 19%, for the quarter ended July 3, 2026 compared to the quarter ended July 4, 2025 due to increased demand. This was driven by an increase in revenue of $44.5 million, $22.4 million and $63.9 million in the automotive, industrial and other end-markets, respectively.
Current report
Revenue from AMG decreased by $10.2 million, or approximately 2%, for the quarter ended July 3, 2026 compared to the quarter ended July 4, 2025, primarily driven by a decrease of $11.5 million within the industrial end-market due to lower demand, while the sales within the automotive and other end-markets remained relatively consistent.
Current report
Revenue from ISG increased by $14.2 million, or approximately 7%, for the quarter ended July 3, 2026 compared to the quarter ended July 4, 2025 due to increased demand. This was driven by an increase in revenue of $2.6 million, $5.6 million and $6.0 million in the automotive, industrial and other end-markets.
Current report
Gross profit increased by $64.4 million, or approximately 12%, to $616.3 million for the quarter ended July 3, 2026 compared to $551.9 million for the quarter ended July 4, 2025 primarily due to increased revenue across all end-markets, improved manufacturing utilization and favorable mix within certain business segments
Current report
Our gross margin increased by 0.8 percentage points from 37.6% for the quarter ended July 4, 2025 to 38.4% for the quarter ended July 3, 2026. The increase was primarily driven by improved manufacturing utilization and favorable mix within certain business segments.
Current report
AMG gross profit increased by $9.4 million and gross margin increased by 2.7 percentage points to 53.4% from 50.7%, primarily due to a more favorable product mix, including a higher proportion of higher-margin products, which more than offset lower industrial end-market revenue.
Current report
ISG gross profit increased by $5.5 million, primarily driven by higher revenue across all end-markets. ISG gross margin decreased to 41.4% from 41.6%.
Current report
Selling and marketing expenses were $63.3 million for the quarter ended July 3, 2026, as compared to $63.3 million for the quarter ended July 4, 2025.
Current report
Income Tax Provision
Current report
We recorded an income tax provision of $43.4 million and $30.5 million for the quarters ended July 3, 2026 and July 4, 2025, respectively, representing effective tax rates of 16.0% and 15.1%, respectively.
Current report
Results of Operations
Current report
Six Months Ended July 3, 2026 compared to the Six Months Ended July 4, 2025
Current report
Revenue
Current report
Revenue from PSG
Current report
Revenue from PSG increased by $222.3 million, or approximately 17%, for the six months ended July 3, 2026 compared to the six months ended July 4, 2025 due to increased demand. This was driven by an increase in revenue of $97.6 million, $29.8 million and $94.9 million in the automotive, industrial and other end-markets, respectively.
Current report
Revenue from AMG
Current report
Revenue from ISG
Current report
Revenue from ISG increased by $16.3 million, or approximately 4%, for the six months ended July 3, 2026 compared to the six months ended July 4, 2025 due to increased demand. This was driven by an increase in revenue of $1.2 million, $10.2 million and $4.9 million in the automotive, industrial and other end-markets.
Current report
Revenue by Geographic Location
Current report
Gross Profit and Gross Margin
Current report
Operating Expenses
Current report
Research and development expenses were$285.1 million for the six months ended July 3, 2026, as compared to$307.9 million for the six months ended July 4, 2025, representing a decrease of $22.8 million, or approximately 7%. The decrease was primarily attributable to a decrease in production material costs and other variable expenses.
Current report
Generaland administrative expenses were $191.3 million for the six months ended July 3, 2026, as compared to $175.6 million for the six months ended July 4, 2025, representingan increase of $15.7 million, or approximately 9%. The increase was primarily attributable to third-party acquisition costs for the proposed Synaptics Merger and higher payroll-related expenses.
Current report
Other Operating Expenses
Current report
Amortization of Intangible Assets
Current report
Amortization of intangible assets was$21.0 million and$22.4 million for the six months ended July 3, 2026 and July 4, 2025, respectively, representing a decrease of $1.4 million, or approximately 6%.
Current report
Restructuring, asset impairments and other, net was$370.5 million for the six months ended July 3, 2026, as compared to$588.5 million for the six months ended July 4, 2025, representing a decrease of $218.0 million. Charges incurred for the six months ended July 3, 2026 primarily relate to restructuring actions during the period. See Note 5: ''Restructuring, Asset Impairments and Other, Net'' in the notes to our unaudited consolidated financial statements included elsewhere in this Form 10-Q for additional information.
Current report
Interest Expense
Current report
Interest Income
Current report
Interest income decreased by $16.7 million, or approximately 32%, to$35.1 million during the six months ended July 3, 2026 compared to$51.8 million during the six months ended July 4, 2025. The decrease was primarily attributable to lower interest rates earned on cash equivalents and short-term investments.
Current report
Other Income (Expense)
Current report
Other income was$12.4 million for the six months ended July 3, 2026 as compared to other income of$5.6 million for the six months ended July 4, 2025, primarily attributable to increased dividend income.
Current report
Income Tax (Provision) Benefit
Showing the first 40 of 42 passages. Open the source sections for the rest.
Removed paragraphs (4)
Previous report
Revenue from PSG increased by $91.5 million, or approximately 14%, for the quarter ended April 3, 2026 compared to the quarter ended April 4, 2025 due to increased demand. This was driven by an increase in revenue of $53.1 million, $31.0 million, and $7.4 million in the automotive, other, and industrial end-markets, respectively.
Previous report
Revenue from ISG increased by $2.1 million, or approximately 1%, for the quarter ended April 3, 2026 compared to the quarter ended April 4, 2025 due to increased demand. This was driven by an increase in revenue of $4.6 million in the industrial end-market, which was partially offset by a decrease in revenue of $1.4 million and $1.1 million in the automotive and other end-markets.
Previous report
Income Tax Benefit
Previous report
Our cash flows used in financing activities were $366.0 million and $317.6 million for the quarters ended April 3, 2026 and April 4, 2025, respectively. The increase of $48.4 million was primarily attributable to increased share repurchases during the quarter ended April 3, 2026.
Reworded paragraphs (26)
Previous wording
We offer intelligent power and intelligent sensing solutions that drive electrification, energy efficiency, safety, and automation in automotive, industrial, and other end‑markets, including AI data center. Our intelligent power technologies enable electrified drivetrain and power management applications in the automotive industry and support efficient fast‑charging systems. Our intelligent sensing technologies enable advanced safety applications in automotive through industry‑leading performance and reliability.
Current wording
We deliver intelligent power and intelligent sensing technologies that enable electrification, energy efficiency, safety, and automation across automotive, industrial, and AI data center end-markets. Our intelligent power technologies enable electrified drivetrain and power management applications in the automotive industry and support efficient fast‑charging systems. Our intelligent sensing technologies enable advanced safety applications in automotive through industry‑leading performance and reliability.
Previous wording
During the first quarter of 2026, the Company continued to engage in additional restructuring and cost reduction initiatives under its previously disclosed multi‑year manufacturing realignment program to better align manufacturing capacity and capabilities with anticipated long-term needs.
Current wording
During the first half of 2026, the Company continued to engage in additional restructuring and cost reduction initiatives under its previously disclosed multi‑year manufacturing realignment program to better align manufacturing capacity and capabilities with anticipated long-term needs.
Previous wording
Additionally, we recorded non-cash impairment charges of $147.0 million during the quarter ended April 3, 2026 related to previous investments in manufacturing equipment at certain manufacturing facilities pursuant to held-for-sale accounting guidance. Other charges of $162.1 million for the quarter ended April 3, 2026 consisted primarily of accelerated depreciation of leasehold improvements and accelerated amortization of ROU assets that were abandoned in connection with the 2025 and 2026 Manufacturing Realignment Programs. The total of the aforementioned costs was included within Restructuring, Asset Impairments and Other, Net in the Consolidated Statement of Operations.
Current wording
We expect to incur total severance costs and related benefit expenses of $25.0 million related to the termination of approximately 650 employees. Of this, approximately $2.5 million and $22.7 million was recognized during the quarter and six months ended July 3, 2026, respectively. We also recorded non-cash impairment charges of $16.3 million and $163.3 million during the quarter and six months ended July 3, 2026, respectively, related to previous investments in manufacturing equipment at certain manufacturing facilities pursuant to held-for-sale accounting guidance. Other charges of $22.4 million and $184.5 million for the quarter and six months ended July 3, 2026, related to contract termination costs and other facility exit activities during the quarter ended July 3, 2026 and accelerated depreciation of leasehold improvements and accelerated amortization of ROU assets that were abandoned in connection with the 2025 and 2026 Manufacturing Realignment Programs during the six months ended July 3, 2026. The total of the aforementioned costs was included within Restructuring, Asset Impairments and Other, Net in the Consolidated Statement of Operations. We also recorded $13.4 million of restructuring-related charges for the quarter ended July 3, 2026 within Cost of revenue in the Consolidated Statement of Operations.
Previous wording
During the quarter ended April 3, 2026, we repurchased approximately 5.7 million shares of common stock for an aggregate purchase price of $348.6 million. For additional information, see Note 8: ''Earnings Per Share and Equity'' in the notes to our unaudited consolidated financial statements included elsewhere in this Form 10-Q.
Current wording
During the quarter ended July 3, 2026, we repurchased approximately 3.1 million shares of common stock for an aggregate purchase price of $334.7 million. During the six months ended July 3, 2026, we repurchased approximately 8.8 million shares of common stock for an aggregate purchase price of $683.3 million. For additional information, see Note 8: ''Earnings Per Share and Equity'' in the notes to our unaudited consolidated financial statements included elsewhere in this Form 10-Q.
Previous wording
Revenue was $1,513.3 million and $1,445.7 million for the quarters ended April 3, 2026 and April 4, 2025, respectively, representing an increase of $67.6 million, or approximately 5%, year over year due to increased demand across all end-markets. We had one customer, a distributor, whose revenue accounted for approximately 12% and 10% of our total revenue for the quarters ended April 3, 2026 and April 4, 2025, respectively, across all reportable segments.
Current wording
Revenue was $1,603.5 million and $1,468.7 million for the quarters ended July 3, 2026 and July 4, 2025, respectively, representing an increase of $134.8 million, or approximately 9%, year over year due to increased demand across all end-markets. We had one customer, a distributor, whose revenue accounted for approximately 14% and 12% of our total revenue for each of the quarters ended July 3, 2026 and July 4, 2025, across all reportable segments.
Previous wording
Research and development expenses were $144.3 million for the quarter ended April 3, 2026, as compared to $164.1 million for the quarter ended April 4, 2025, representing a decrease of $19.8 million, or approximately 12%. The decrease was primarily attributable toa decrease in production material costs and other variable expenses.
Current wording
Research and development expenses were $140.8 million for the quarter ended July 3, 2026, as compared to $143.8 million for the quarter ended July 4, 2025, representing a decrease of $3.0 million, or approximately 2%. The decrease was primarily attributable toa decrease in production material costs and other variable expenses.
Previous wording
General and administrative expenses were $89.4 million for the quarter ended April 3, 2026, as compared to $84.4 million for the quarter ended April 4, 2025, representing an increase of $5.0 million, or approximately 6%. The increase was primarily attributable to higher payroll‑related expenses, including increased investments in corporate and operational support functions.
Current wording
General and administrative expenses were $101.9 million for the quarter ended July 3, 2026, as compared to $91.2 million for the quarter ended July 4, 2025, representing an increase of $10.7 million, or approximately 12%. The increase was primarily attributable to third-party acquisition costs for the proposed Synaptics Merger and higher payroll‑related expenses.
Previous wording
Amortization of intangible assets was $10.5 million for the quarter ended April 3, 2026, as compared to $11.4 million for the quarter ended April 4, 2025, representing a decrease of $0.9 million, or approximately 8%.
Current wording
Amortization of intangible assets was $10.5 million for the quarter ended July 3, 2026, as compared to $11.0 million for the quarter ended July 4, 2025, representing a decrease of $0.5 million, or approximately 5%.
Previous wording
Restructuring, asset impairments and other, net was $329.3 million for the quarter ended April 3, 2026, as compared to $539.3 million for the quarter ended April 4, 2025. Charges incurred for the quarter ended April 3, 2026 relate to restructuring actions during the period. See Note 5: ''Restructuring, Asset Impairments and Other, Net'' in the notes to our unaudited consolidated financial statements included elsewhere in this Form 10-Q for additional information.
Current wording
Restructuring, asset impairments and other, net was $41.2 million for the quarter ended July 3, 2026, as compared to $49.2 million for the quarter ended July 4, 2025. Charges incurred for the quarter ended July 3, 2026 related to restructuring actions during the period. See Note 5: ''Restructuring, Asset Impairments and Other, Net'' in the notes to our unaudited consolidated financial statements included elsewhere in this Form 10-Q for additional information.
Previous wording
Interest expense decreased by $5.3 million to $12.7 million during the quarter ended April 3, 2026, as compared to $18.0 million during the quarter ended April 4, 2025, due to the repayment of the Revolving Credit Facility on December 31, 2025. Our average gross long-term debt for the quarter ended April 3, 2026 was $3,004.9 million at a weighted-average interest rate of 1.7%, as compared to $3,379.9 million at a weighted-average interest rate of 2.1% for the quarter ended April 4, 2025.
Current wording
Interest expense decreased by $4.2 million to $13.7 million during the quarter ended July 3, 2026, as compared to $17.9 million during the quarter ended July 4, 2025, due to the repayment of the Revolving Credit Facility on December 31, 2025. Our average gross long-term debt for the quarter ended July 3, 2026 was $3,754.9 million at a weighted-average interest rate of 1.5%, as compared to $3,379.9 million at a weighted-average interest rate of 2.1% for the quarter ended July 4, 2025.
Previous wording
Interest income decreased by $8.9 million, or approximately 33%, to $17.7 million during the quarter ended April 3, 2026 compared to $26.6 million during the quarter ended April 4, 2025. The decrease was primarily attributable to lower interest rates earned on cash equivalents and short‑term investments, as well as lower average cash and investment balances during the period.
Current wording
Interest income decreased by $7.8 million, or approximately 31%, to $17.4 million during the quarter ended July 3, 2026 compared to $25.2 million during the quarter ended July 4, 2025. The decrease was primarily attributable to lower interest rates earned on cash equivalents and short‑term investments.
Previous wording
During the quarter ended April 3, 2026, other income was $3.8 million compared to other expense of $4.1 million during the quarter ended April 4, 2025.
Current wording
During the quarter ended July 3, 2026, other income was $8.6 million compared to other income of $1.5 million during the quarter ended July 4, 2025, primarily attributable to increased dividend income.
Previous wording
Revenue from AMG decreased by $26.0 million, or approximately 5%, for the quarter ended April 3, 2026 compared to the quarter ended April 4, 2025 attributable to lower demand in certain end-markets. This was driven by a decrease in revenue of $16.3 million and $14.7 million in the automotive and other end-markets, respectively, which was partially offset by an increase of $5.0 million within the industrial end-market.
Current wording
Revenue from AMG decreased by $36.2 million, or approximately 3%, for the six months ended July 3, 2026 compared to the six months ended July 4, 2025 attributable to lower demand in all end-markets. This was driven by a decrease in revenue of $15.3 million, $6.5 million and $14.4 million in the automotive, industrial and other end-markets, respectively.
Previous wording
Gross profit increased by $289.3 million, or approximately 98%, to $583.1 million for the quarter ended April 3, 2026 compared to $293.8 million for the quarter ended April 4, 2025 primarily due to the absence of $237.7 million of excess and obsolete inventory charges and a $43.9 million write‑off of consumables and manufacturing supplies recognized during the quarter ended April 4, 2025, which did not reoccur in 2026.
Current wording
Gross profit increased by $353.7 million, or approximately 42%, to $1,199.4 million for the six months ended July 3, 2026 compared to $845.7 million for the six months ended July 4, 2025 primarily due to the absence of $235.8 million of excess and obsolete inventory charges and a decrease in write-offs of consumables and manufacturing supplies recognized during the six months ended July 4, 2025.
Previous wording
Our gross margin increased by 18.2 percentage points from 20.3% for the quarter ended April 4, 2025 to 38.5% for the quarter ended April 3, 2026. The increase was primarily driven by the absence of prior‑year excess and obsolete inventory charges and consumables write-off, slightly improved manufacturing utilization and favorable mix within certain business segments, partially offset by lower volumes in select end‑markets.
Current wording
Our gross margin increased by 9.5 percentage points from 29.0% for the six months ended July 4, 2025 to 38.5% for the six months ended July 3, 2026. The increase was primarily driven by the absence of prior-year excess and obsolete inventory charges and a decrease in consumables write-offs, slightly improved manufacturing utilization and favorable mix within certain business segments, partially offset by lower volumes in select end-markets.
Previous wording
PSG gross profit increased by $77.2 million, primarily driven by higher revenue across all end‑markets and improved absorption resulting from higher manufacturing utilization. PSG gross margin increased by 8.1 percentage points to 27.2% from 19.1%, primarily due to the absence of a $43.9 million write‑off of consumables and manufacturing supplies charges during the quarter ended April 4, 2025, as well as improved utilization and operating leverage on higher volumes during the quarter ended April 3, 2026.
Current wording
PSG gross profit increased by $126.7 million, primarily driven by higher revenue across all end-markets and improved absorption resulting from higher manufacturing utilization. PSG gross margin increased by 4.9 percentage points to 27.5% from 22.6%, primarily due to the decrease in write-offs of consumables and manufacturing supplies charge during the six months ended July 4, 2025, as well as improved utilization and operating leverage on higher volumes during the six months ended July 3, 2026.
Previous wording
AMG gross profit decreased by $11.3 million, primarily driven by the decline in demand within the automotive and other end-markets. AMG gross margin increased by 0.5 percentage points to 53.6% from 53.1%, primarily due to product mix, including a higher proportion of higher‑margin offerings, which partially offset the impact of lower overall volume.
Current wording
AMG gross profit decreased by $1.9 million, primarily driven by the decline in demand across all end-markets. AMG gross margin increased by 1.6 percentage points to 53.5% from 51.9% primarily due to product mix, including a higher proportion of higher-margin offerings, which partially offset the impact of lower overall volume.
Previous wording
ISG gross profit increased by $223.4 million and gross margin increased to 39.4% from (55.6)%, primarily due to the absence of $232.2 million of excess and obsolete inventory charges recognized during the quarter ended April 4, 2025, which did not reoccur during the quarter ended April 3, 2026.
Current wording
ISG gross profit increased by $228.9 million and gross margin increased to 40.4% from (9.1)%, primarily due to the absence of $230.3 million of excess and obsolete inventory charges recognized during the six months ended July 4, 2025, which did not reoccur during the six months ended July 3, 2026.
Previous wording
Selling and marketing expenses were $63.0 million for the quarter ended April 3, 2026, as compared to $68.3 million for the quarter ended April 4, 2025, representing a decrease of $5.3 million, or approximately 8%. The decrease was primarily attributable to lower payroll‑related expenses and reduced commission costs.
Current wording
Selling and marketing expenses were$126.3 million for the six months ended July 3, 2026, as compared to$131.6 million for the six months ended July 4, 2025, representing a decrease of $5.3 million, or approximately 4%. The decrease was primarily attributable to lower payroll-related expenses and reduced commission costs.
Previous wording
We recorded an income tax benefit of $11.7 million and $75.8 million for the quarters ended April 3, 2026 and April 4, 2025, respectively, representing effective tax rates of 26.2% and 13.5%, respectively. The higher effective tax rate in 2026 was due to the impact of discrete benefits recognized during the quarter.
Current wording
We recorded an income tax provision of$31.7 million and income tax benefit of$45.3 million during the six months ended July 3, 2026 and July 4, 2025, respectively, representing effective tax rates of 14.0% and 12.6%, respectively.
Previous wording
Our principal sources of liquidity are cash on hand, short-term investments, cash generated from operations, available borrowings under our Revolving Credit Facility as well as new debt and/or equity issuances. In the near term, we expect to fund our cash requirements by utilizing any or a combination of these principal sources. Our cash and cash equivalents and short-term investments were approximately $2.4 billion as of April 3, 2026, and the Revolving Credit Facility has approximately $1.5 billion available for future borrowings.
Current wording
Our principal sources of liquidity are cash on hand, short-term investments, cash generated from operations, available borrowings under our Revolving Credit Facility as well as new debt and/or equity issuances. In the near term, we expect to fund our cash requirements by utilizing any or a combination of these principal sources. Our cash and cash equivalents and short-term investments were approximately $3.9 billion as of July 3, 2026, and the Revolving Credit Facility has approximately $1.5 billion available for future borrowings.
Previous wording
We believe that our cash on hand, cash generated from our operations and the amounts available under the Revolving Credit Facility are adequate to meet our working capital requirements and other business needs for at least the next 12 months and thereafter for the foreseeable future.
Current wording
We believe that our cash on hand, cash generated from operations, amounts available under the Revolving Credit Facility are adequate to meet our working capital requirements and other business needs for at least the next 12 months and thereafter for the foreseeable future. Because the pending Synaptics acquisition is structured as an all-stock transaction, the merger consideration is not expected to require a significant use of the Company's cash or other liquidity resources. The ultimate treatment of Synaptics' existing indebtedness following the closing of the transaction is unknown at this time
Previous wording
Our cash flows from operating activities were $239.1 million and $602.3 million for the quarters ended April 3, 2026 and April 4, 2025, respectively. The decrease in operating cash flows by $363.2 millions was primarily driven by unfavorable changes in working capital, including the timing of cash receipts and payments.
Current wording
Our cash flows from operating activities were $698.8 million and $786.6 million for the six months ended July 3, 2026 and July 4, 2025, respectively. The decrease in operating cash flows by $87.8 million was primarily driven by unfavorable changes in working capital, including the timing of cash receipts and payments.
Previous wording
Net loss for the quarter ended April 3, 2026 improved compared to the prior‑year period, primarily due to lower non‑cash asset impairment and restructuring‑related charges, partially offset by accelerated depreciation and amortization expense for ROU assets and related improvements that were abandoned in connection with the 2025 and 2026 Manufacturing Realignment Programs. However, these improvements in earnings did not directly translate to higher operating cash flows, as working capital requirements had a more significant impact on cash generation during the period.
Current wording
Net income for the six months ended July 3, 2026 improved compared to the prior‑year period, primarily due to lower non‑cash asset impairment and restructuring‑related charges, partially offset by accelerated depreciation and amortization expense for ROU assets and related improvements that were abandoned in connection with the 2025 and 2026 Manufacturing Realignment Programs. However, these improvements in earnings did not directly translate to higher operating cash flows, as working capital requirements had a more significant impact on cash generation during the period.
Previous wording
Our cash flows used in investing activities were $16.7 million and $214.9 million for the quarters ended April 3, 2026 and April 4, 2025, respectively. The decrease of $198.2 million was primarily attributable to a decrease in capital expenditures and a decrease in the payments for acquisition of a business during the quarter ended April 3, 2026. Our capital expenditures as a percentage of revenue were approximately 1%, and we expect capital expenditures of approximately 5% of revenue for the year ended December 31, 2026.
Current wording
Our cash flows used in investing activities were $9.4 million and $336.6 million for the six months ended July 3, 2026 and July 4, 2025, respectively. The decrease of $327.2 million was primarily attributable to a decrease in capital expenditures and a decrease in the payments for acquisition of a business during the six months ended July 3, 2026. Our capital expenditures as a percentage of revenue were approximately 2%, and we expect capital expenditures of less than 5% of revenue for the year ended December 31, 2026.
Previous wording
As of April 3, 2026, we were in compliance with the indentures relating to our 0% Notes, 0.50% Notes and 3.875% Notes and with covenants included in the Credit Agreement. The 0% Notes, 0.50% Notes and 3.875% Notes are senior to the existing and future subordinated indebtedness of onsemi and its guarantor subsidiaries, rank equally in right of payment to all of our existing and future senior debt and, as unsecured obligations, are subordinated to all of our existing and future secured debt to the extent of the assets securing such debt.
Current wording
As of July 3, 2026, we were in compliance with the indentures relating to our 0% Notes, 2031 0% Notes, 0.50% Notes and 3.875% Notes and with covenants included in the Credit Agreement. The 0% Notes, 2031 0% Notes, 0.50% Notes and 3.875% Notes are senior to the existing and future subordinated indebtedness of onsemi and its guarantor subsidiaries, rank equally in right of payment to all of our existing and future senior debt and, as unsecured obligations, are subordinated to all of our existing and future secured debt to the extent of the assets securing such debt.
Rearranged current paragraphs (11)
Current report — wording carried from elsewhere
For more information on risks related to the Merger, see Part II, Item 1A. "Risk Factors" of this Form 10-Q.
Current report — wording carried from elsewhere
PSG gross profit increased by $49.5 million, primarily driven by higher revenue across all end‑markets and improved absorption resulting from higher manufacturing utilization. PSG gross margin increased by 1.9 percentage points to 27.8% from 25.9%, primarily due to improved utilization and operating leverage on higher volumes during the quarter ended July 3, 2026.
Current report — wording carried from elsewhere
The following table summarizes certain information relating to our operating results that has been derived from our unaudited consolidated financial statements (in millions):
Current report — wording carried from elsewhere
The following table summarizes certain information relating to our segment results (in millions):
Current report — wording carried from elsewhere
(1) Gross profit margin as a percentage of respective segment revenue balances.
Current report — wording carried from elsewhere
Revenue was $3,116.8 million and $2,914.4 million for the six months ended July 3, 2026 and July 4, 2025, respectively, representing an increase of $202.4 million, or approximately 7%, year over year due to increased demand across all end-markets. We had one customer, a distributor, whose revenue accounted for approximately 13% and 11% of our total revenue for the six months ended July 3, 2026 and July 4, 2025, respectively.
Current report — wording carried from elsewhere
Revenue by geographic location, based on sales billed from the respective country or region, was as follows (dollars in millions):
Current report — wording carried from elsewhere
(1) Certain amounts may not total due to rounding of individual amounts.
Current report — wording carried from elsewhere
Restructuring, Asset Impairments and Other, Net
Current report — wording carried from elsewhere
Interest expense decreased by $9.5 million to$26.4 million during the six months ended July 3, 2026, as compared to$35.9 million during the six months ended July 4, 2025, due to the repayment of the Revolving Credit Facility on December 31, 2025. Our average gross long-term debt balance for the six months ended July 3, 2026 was $3,754.9 million at a weighted-average interest rate of 2.8%, as compared to $3,379.9 million at a weighted-average interest rate of 2.1% for the six months ended July 4, 2025.
Current report — wording carried from elsewhere
For additional information, see Note 13: ''Income Taxes'' in the notes to the unaudited consolidated financial statements included elsewhere in this Form 10-Q.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
We expect to incur total severance costs and related benefit expenses of $24.0 million related to the termination of approximately 650 employees. Of this, approximately $20.2 million was recognized during the quarter ended April 3, 2026.