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Earnings Per Share and Equity
 6 Months Ended
Jul. 04, 2025
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 for calculating basic and diluted earnings per share was calculated as follows (in millions, except per share data):
Quarters EndedSix Months Ended
 July 4, 2025June 28, 2024July 4, 2025June 28, 2024
Net income (loss) for diluted earnings per share of common stock$170.3 $338.2 $(315.8)$791.2 
Basic weighted-average shares of common stock outstanding414.6 429.1 418.0 428.6 
Dilutive effect of share-based awards0.3 0.4 — 0.6 
Dilutive effect of convertible notes and warrants— 3.7 — 5.7 
Diluted weighted-average shares of common stock outstanding414.9 433.2 418.0 434.9 
Net income (loss) per share of common stock attributable to ON Semiconductor Corporation:
Basic$0.41 $0.79 $(0.76)$1.85 
Diluted$0.41 $0.78 $(0.76)$1.82 

Basic income (loss) per share of common stock is computed by dividing net income (loss) for basic earnings 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 2.4 million and 1.2 million for the quarters ended July 4, 2025 and June 28, 2024, respectively, and 2.3 million and 0.8 million for the six months ended July 4, 2025 and June 28, 2024, respectively; as the inclusion would have the effect of increasing the net income per common share attributable to the Company or decreasing the net loss per common share attributable to the Company. The increase in the anti-dilutive share-based awards was due to the net loss for the six months ended July 4, 2025.

The dilutive impacts related to the 0.50% Notes and 0% Notes have been calculated using the if-converted method for the quarters ended July 4, 2025 and June 28, 2024. The 0.50% Notes and the 0% Notes are repayable in cash up to the par value and in cash or shares of common stock for the excess over par value. 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 0.50% Notes and 0% Notes when the stock price is above $103.87 and $52.97 per share, respectively.

The dilutive impact of the warrants issued concurrently with the issuance of the 0.50% Notes and 0% Notes with exercise prices of $156.78 and $74.34, respectively, has been included in the calculation of diluted weighted-average common shares outstanding, if applicable.
Equity

Share Repurchase Program

Under the share repurchase program announced on February 6, 2023 (the "Share Repurchase Program"), the Company may repurchase up to $3.0 billion (exclusive of fees, commissions and other expenses) of the Company's common stock through December 31, 2025. Activity under the Share Repurchase Program during the quarters and six months ended July 4, 2025 and June 28, 2024, respectively, was as follows (in millions, except per share data):
Quarters EndedSix Months Ended
 July 4, 2025June 28, 2024July 4, 2025June 28, 2024
Number of repurchased shares (1)
6.9 2.1 13.0 3.4 
Aggregate purchase price$300.0 $150.0 $600.0 $250.0 
Fees, commissions and excise tax3.0 0.1 5.6 0.1 
Total$303.0 $150.1 $605.6 $250.1 
Weighted-average purchase price per share (2)
$43.26 $71.88 $46.11 $74.41 

(1) None of these shares had been reissued or retired as of July 4, 2025, but may be reissued later.
(2) Exclusive of fees, commissions or other expenses.

As of July 4, 2025, the authorized amount remaining under the Share Repurchase Program was approximately $1,186.0 million. Subsequent to July 4, 2025, the Company acquired, subject to a 10b5-1 repurchase arrangement, 2.5 million shares for $147.0 million under the Share Repurchase Program.

Shares for Restricted Stock Units Tax Withholding

The amounts remitted for employee withholding taxes during the quarter and six months ended July 4, 2025 was $2.2 million and $25.1 million, respectively, for which the Company withheld an immaterial number of shares and approximately 0.5 million shares of common stock, respectively, that were underlying the RSUs that vested. The amounts remitted for employee withholding taxes during the quarter and six months ended June 28, 2024 were $7.4 million and $45.1 million respectively, for which the Company withheld approximately 0.1 million and 0.6 million shares of common stock, respectively, that were underlying the RSUs that vested. This tax withholding activity is separate from the Share Repurchase Program.

Non-Controlling Interest in Leshan-Phoenix Semiconductor Company Limited (“Leshan”)
The results of Leshan have been consolidated in the Company's financial statements. The Leshan non-controlling interest balance was $20.4 million as of July 4, 2025 after including its $2.3 million share of earnings for the six months ended July 4, 2025. As of December 31, 2024, the Leshan non-controlling interest balance was $18.1 million.