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Earnings Per Share and Equity
 9 Months Ended
Oct. 01, 2021
Earnings Per Share [Abstract]  
Earnings Per Share and Equity
Note 8: Earnings Per Share and Equity

Earnings Per Share

Net income per share of common stock attributable to ON Semiconductor Corporation is calculated as follows (in millions, except per share data):
Quarters EndedNine Months Ended
 October 1, 2021October 2, 2020October 1, 2021October 2, 2020
Net income attributable to ON Semiconductor Corporation$309.7 $160.6 $583.7 $145.2 
Basic weighted-average shares of common stock outstanding430.6 410.8 423.8 410.5 
Dilutive effect of share-based awards2.3 1.8 2.3 1.6 
Dilutive effect of convertible notes and warrants7.8 5.7 17.0 2.3 
Diluted weighted-average shares of common stock outstanding440.7 418.3 443.1 414.4 
Net income per share of common stock attributable to ON Semiconductor Corporation:
Basic$0.72 $0.39 $1.38 $0.35 
Diluted$0.70 $0.38 $1.32 $0.35 

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, the 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 0.2 million and zero for the quarters ended October 1, 2021 and October 2, 2020, respectively, and 0.4 million and 1.0 million for the nine months ended October 1, 2021 and October 2, 2020, respectively.
The dilutive impact related to the 0% Notes and 1.625% Notes has been determined in accordance with the net share settlement requirements. While the 0% Notes are convertible into cash up to the par value, in accordance with their terms, the Company has assumed the 1.625% Notes to be convertible into cash up to the par value in accordance with the existing accounting standards. 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 the first half of 2021.

Equity

1.00% Notes Warrants Settlement

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 beginning in March 2021. During the quarters ended July 2, 2021 and April 2, 2021, the warrant holders exercised 18.6 million and 18.7 million warrants, respectively, and the Company settled them by issuing 7.1 million and 6.3 million shares of common stock, respectively, on a net-share basis.

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.

There were no repurchases during the quarters ended October 1, 2021 and October 2, 2020 under the Share Repurchase Program. While there were no repurchases during the nine months ended October 1, 2021, the repurchases amounted to $65.3 million during the nine months ended October 2, 2020. As of October 1, 2021, the authorized amount remaining under the Share Repurchase Program was $1,295.8 million.

Activity under the Share Repurchase Program during the quarter and nine months ended October 1, 2021 and October 2, 2020 was as follows (in millions, except per share data):
Quarters EndedNine Months Ended
 October 1, 2021October 2, 2020October 1, 2021October 2, 2020
Number of repurchased shares (1)— — — 3.6 
Aggregate purchase price$— $— $— $65.3 
Fees, commissions and other expenses— — — 0.1 
Total cash used for share repurchases$— $— $— $65.4 
Weighted-average purchase price per share (2)$— $— $— $18.08 

(1)None of these shares had been reissued or retired as of October 1, 2021, but may be reissued or retired at a later date.
(2)Exclusive of fees, commissions and other expenses.

Shares for Restricted Stock Units Tax Withholding

The amounts remitted for employee withholding taxes during the quarter and nine months ended October 1, 2021 were $2.2 million and $34.2 million, respectively, for which the Company withheld approximately 0.1 million and 0.9 million shares of common stock, respectively, that were underlying the RSUs that vested. The amounts remitted during the quarter and nine months ended October 2, 2020 were $0.5 million and $17.1 million, respectively, for which the Company withheld less than 0.1
million and approximately 1.0 million shares of common stock, respectively, that were underlying the RSUs that vested. None of these shares had been reissued or retired as of October 1, 2021, but may be reissued or retired at a later date.

Non-Controlling Interest in Leshan-Phoenix Semiconductor Company Limited (“Leshan”)

The results of Leshan have been consolidated in the Company's financial statements. As of December 31, 2020, the non-controlling interest balance was $19.6 million and, along with the $1.1 million share of the earnings for the nine months ended October 1, 2021, increased to $20.7 million as of October 1, 2021.

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.