000109786412-31Q12021falsetrueus-gaap:AccruedLiabilitiesCurrentus-gaap:AccruedLiabilitiesCurrentus-gaap:OtherLiabilitiesNoncurrentus-gaap:OtherLiabilitiesNoncurrent50P2YP1M00010978642021-01-012021-04-020001097864us-gaap:CommonStockMember2021-01-012021-04-020001097864us-gaap:SeriesBPreferredStockMember2021-01-012021-04-02xbrli:shares00010978642021-04-28iso4217:USD00010978642021-04-0200010978642020-12-31iso4217:USDxbrli:shares00010978642020-01-012020-04-030001097864us-gaap:CommonStockMember2020-12-310001097864us-gaap:AdditionalPaidInCapitalMember2020-12-310001097864us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001097864us-gaap:RetainedEarningsMember2020-12-310001097864us-gaap:TreasuryStockMember2020-12-310001097864us-gaap:NoncontrollingInterestMember2020-12-310001097864us-gaap:CommonStockMember2021-01-012021-04-020001097864us-gaap:AdditionalPaidInCapitalMember2021-01-012021-04-020001097864us-gaap:TreasuryStockMember2021-01-012021-04-020001097864us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-04-020001097864us-gaap:RetainedEarningsMember2021-01-012021-04-020001097864us-gaap:NoncontrollingInterestMember2021-01-012021-04-020001097864us-gaap:CommonStockMember2021-04-020001097864us-gaap:AdditionalPaidInCapitalMember2021-04-020001097864us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-04-020001097864us-gaap:RetainedEarningsMember2021-04-020001097864us-gaap:TreasuryStockMember2021-04-020001097864us-gaap:NoncontrollingInterestMember2021-04-020001097864us-gaap:CommonStockMember2019-12-310001097864us-gaap:AdditionalPaidInCapitalMember2019-12-310001097864us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310001097864us-gaap:RetainedEarningsMember2019-12-310001097864us-gaap:TreasuryStockMember2019-12-310001097864us-gaap:NoncontrollingInterestMember2019-12-3100010978642019-12-310001097864us-gaap:CommonStockMember2020-01-012020-04-030001097864us-gaap:AdditionalPaidInCapitalMember2020-01-012020-04-030001097864us-gaap:TreasuryStockMember2020-01-012020-04-030001097864us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-04-030001097864us-gaap:RetainedEarningsMember2020-01-012020-04-030001097864us-gaap:NoncontrollingInterestMember2020-01-012020-04-030001097864us-gaap:CommonStockMember2020-04-030001097864us-gaap:AdditionalPaidInCapitalMember2020-04-030001097864us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-04-030001097864us-gaap:RetainedEarningsMember2020-04-030001097864us-gaap:TreasuryStockMember2020-04-030001097864us-gaap:NoncontrollingInterestMember2020-04-0300010978642020-04-03on:segment0001097864on:PowerSolutionsGroupMember2021-01-012021-04-020001097864on:AnalogSolutionsGroupMember2021-01-012021-04-020001097864on:IntelligentSensingGroupMember2021-01-012021-04-020001097864on:PowerSolutionsGroupMember2020-01-012020-04-030001097864on:AnalogSolutionsGroupMember2020-01-012020-04-030001097864on:IntelligentSensingGroupMember2020-01-012020-04-03xbrli:pure0001097864us-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMemberon:OneCustomerMember2021-01-012021-04-020001097864on:PowerSolutionsGroupMembercountry:SG2021-01-012021-04-020001097864on:AnalogSolutionsGroupMembercountry:SG2021-01-012021-04-020001097864on:IntelligentSensingGroupMembercountry:SG2021-01-012021-04-020001097864country:SG2021-01-012021-04-020001097864country:HKon:PowerSolutionsGroupMember2021-01-012021-04-020001097864country:HKon:AnalogSolutionsGroupMember2021-01-012021-04-020001097864country:HKon:IntelligentSensingGroupMember2021-01-012021-04-020001097864country:HK2021-01-012021-04-020001097864country:GBon:PowerSolutionsGroupMember2021-01-012021-04-020001097864country:GBon:AnalogSolutionsGroupMember2021-01-012021-04-020001097864on:IntelligentSensingGroupMembercountry:GB2021-01-012021-04-020001097864country:GB2021-01-012021-04-020001097864country:USon:PowerSolutionsGroupMember2021-01-012021-04-020001097864country:USon:AnalogSolutionsGroupMember2021-01-012021-04-020001097864on:IntelligentSensingGroupMembercountry:US2021-01-012021-04-020001097864country:US2021-01-012021-04-020001097864on:OtherGeographicalAreasMemberon:PowerSolutionsGroupMember2021-01-012021-04-020001097864on:OtherGeographicalAreasMemberon:AnalogSolutionsGroupMember2021-01-012021-04-020001097864on:OtherGeographicalAreasMemberon:IntelligentSensingGroupMember2021-01-012021-04-020001097864on:OtherGeographicalAreasMember2021-01-012021-04-020001097864on:DistributorMemberon:PowerSolutionsGroupMember2021-01-012021-04-020001097864on:DistributorMemberon:AnalogSolutionsGroupMember2021-01-012021-04-020001097864on:IntelligentSensingGroupMemberon:DistributorMember2021-01-012021-04-020001097864on:DistributorMember2021-01-012021-04-020001097864on:DirectCustomersMemberon:PowerSolutionsGroupMember2021-01-012021-04-020001097864on:DirectCustomersMemberon:AnalogSolutionsGroupMember2021-01-012021-04-020001097864on:DirectCustomersMemberon:IntelligentSensingGroupMember2021-01-012021-04-020001097864on:DirectCustomersMember2021-01-012021-04-020001097864on:PowerSolutionsGroupMembercountry:SG2020-01-012020-04-030001097864on:AnalogSolutionsGroupMembercountry:SG2020-01-012020-04-030001097864on:IntelligentSensingGroupMembercountry:SG2020-01-012020-04-030001097864country:SG2020-01-012020-04-030001097864country:HKon:PowerSolutionsGroupMember2020-01-012020-04-030001097864country:HKon:AnalogSolutionsGroupMember2020-01-012020-04-030001097864country:HKon:IntelligentSensingGroupMember2020-01-012020-04-030001097864country:HK2020-01-012020-04-030001097864country:GBon:PowerSolutionsGroupMember2020-01-012020-04-030001097864country:GBon:AnalogSolutionsGroupMember2020-01-012020-04-030001097864on:IntelligentSensingGroupMembercountry:GB2020-01-012020-04-030001097864country:GB2020-01-012020-04-030001097864country:USon:PowerSolutionsGroupMember2020-01-012020-04-030001097864country:USon:AnalogSolutionsGroupMember2020-01-012020-04-030001097864on:IntelligentSensingGroupMembercountry:US2020-01-012020-04-030001097864country:US2020-01-012020-04-030001097864on:OtherGeographicalAreasMemberon:PowerSolutionsGroupMember2020-01-012020-04-030001097864on:OtherGeographicalAreasMemberon:AnalogSolutionsGroupMember2020-01-012020-04-030001097864on:OtherGeographicalAreasMemberon:IntelligentSensingGroupMember2020-01-012020-04-030001097864on:OtherGeographicalAreasMember2020-01-012020-04-030001097864on:DistributorMemberon:PowerSolutionsGroupMember2020-01-012020-04-030001097864on:DistributorMemberon:AnalogSolutionsGroupMember2020-01-012020-04-030001097864on:IntelligentSensingGroupMemberon:DistributorMember2020-01-012020-04-030001097864on:DistributorMember2020-01-012020-04-030001097864on:DirectCustomersMemberon:PowerSolutionsGroupMember2020-01-012020-04-030001097864on:DirectCustomersMemberon:AnalogSolutionsGroupMember2020-01-012020-04-030001097864on:DirectCustomersMemberon:IntelligentSensingGroupMember2020-01-012020-04-030001097864on:DirectCustomersMember2020-01-012020-04-030001097864country:US2021-04-020001097864country:US2020-12-310001097864country:KR2021-04-020001097864country:KR2020-12-310001097864country:PH2021-04-020001097864country:PH2020-12-310001097864country:CN2021-04-020001097864country:CN2020-12-310001097864country:CZ2021-04-020001097864country:CZ2020-12-310001097864country:JP2021-04-020001097864country:JP2020-12-310001097864country:MY2021-04-020001097864country:MY2020-12-310001097864on:OtherAmericasMember2021-04-020001097864on:OtherAmericasMember2020-12-310001097864on:InvoluntarySeparationProgramMember2021-01-012021-04-020001097864us-gaap:OtherRestructuringMember2021-01-012021-04-020001097864on:EstimatedEmployeeSeparationCostsMember2020-12-310001097864on:EstimatedEmployeeSeparationCostsMember2021-01-012021-04-020001097864on:EstimatedEmployeeSeparationCostsMember2021-04-02on:employee0001097864on:InvoluntarySeparationProgramMember2021-03-042021-03-040001097864srt:MinimumMemberon:InvoluntarySeparationProgramMember2021-03-040001097864srt:MaximumMemberon:InvoluntarySeparationProgramMember2021-03-040001097864on:InvoluntarySeparationProgramMember2021-04-0200010978642020-01-012020-12-310001097864on:SeniorRevolvingCreditFacilityMember2021-04-020001097864on:SeniorRevolvingCreditFacilityMember2020-12-310001097864on:TermLoanBFacilityMember2021-04-020001097864on:TermLoanBFacilityMember2020-12-310001097864us-gaap:NotesPayableOtherPayablesMemberon:A3875NotesMember2021-04-020001097864us-gaap:NotesPayableOtherPayablesMemberon:A3875NotesMember2020-12-310001097864on:A1.625NotesMemberus-gaap:ConvertibleDebtMember2021-04-020001097864on:A1.625NotesMemberus-gaap:ConvertibleDebtMember2020-12-310001097864on:SeniorRevolvingCreditFacilityMember2021-01-012021-04-02on:day0001097864on:A1.625NotesMemberus-gaap:ConvertibleDebtMember2021-03-312021-03-310001097864on:A1.625NotesMemberus-gaap:ConvertibleDebtMember2021-04-022021-04-020001097864on:OnePercentPrivatePlacementNotesMemberus-gaap:ConvertibleDebtMember2021-04-020001097864on:A100NotesWarrantsMember2021-04-020001097864on:A100NotesWarrantsMember2021-01-012021-04-020001097864us-gaap:SubsequentEventMemberon:A100NotesWarrantsMember2021-04-032021-05-030001097864on:ShareRepurchaseProgramMember2021-01-012021-04-020001097864on:ShareRepurchaseProgramMember2020-01-012020-04-030001097864on:ShareRepurchaseProgramMember2021-04-020001097864us-gaap:CostOfSalesMember2021-01-012021-04-020001097864us-gaap:CostOfSalesMember2020-01-012020-04-030001097864us-gaap:ResearchAndDevelopmentExpenseMember2021-01-012021-04-020001097864us-gaap:ResearchAndDevelopmentExpenseMember2020-01-012020-04-030001097864us-gaap:SellingAndMarketingExpenseMember2021-01-012021-04-020001097864us-gaap:SellingAndMarketingExpenseMember2020-01-012020-04-030001097864us-gaap:GeneralAndAdministrativeExpenseMember2021-01-012021-04-020001097864us-gaap:GeneralAndAdministrativeExpenseMember2020-01-012020-04-030001097864us-gaap:RestrictedStockUnitsRSUMember2021-04-020001097864us-gaap:RestrictedStockUnitsRSUMember2021-01-012021-04-020001097864us-gaap:RestrictedStockUnitsRSUMember2020-01-012020-04-030001097864on:AmendedAndRestatedStockIncentivePlanMember2021-04-020001097864on:AmendedAndRestatedStockIncentivePlanMember2020-12-310001097864us-gaap:EmployeeStockMember2021-04-020001097864us-gaap:EmployeeStockMember2020-12-310001097864on:ServiceBasedRestrictedStockUnitsMember2021-01-012021-04-020001097864srt:MinimumMemberon:PerformanceOrMarketBasedRestrictedStockUnitsMember2021-01-012021-04-020001097864on:PerformanceOrMarketBasedRestrictedStockUnitsMembersrt:MaximumMember2021-01-012021-04-020001097864us-gaap:RestrictedStockUnitsRSUMember2020-12-310001097864on:SeniorRevolvingCreditFacilityMemberus-gaap:RevolvingCreditFacilityMember2021-04-020001097864on:SeniorRevolvingCreditFacilityMemberus-gaap:LetterOfCreditMember2021-04-020001097864on:DemandAndTimeDepositsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-04-020001097864on:DemandAndTimeDepositsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2021-04-020001097864on:DemandAndTimeDepositsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2021-04-020001097864on:DemandAndTimeDepositsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2021-04-020001097864on:DemandAndTimeDepositsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-12-310001097864on:DemandAndTimeDepositsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2020-12-310001097864on:DemandAndTimeDepositsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001097864on:DemandAndTimeDepositsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001097864us-gaap:ConvertibleNotesPayableMember2021-04-020001097864us-gaap:ConvertibleNotesPayableMember2020-12-310001097864us-gaap:LongTermDebtMember2021-04-020001097864us-gaap:LongTermDebtMember2020-12-310001097864us-gaap:ForeignExchangeContractMember2021-04-020001097864us-gaap:ForeignExchangeContractMember2020-12-310001097864us-gaap:ForeignExchangeContractMembersrt:MinimumMember2021-01-012021-04-020001097864us-gaap:ForeignExchangeContractMembersrt:MaximumMember2021-01-012021-04-020001097864currency:JPYus-gaap:ForeignExchangeContractMember2021-04-020001097864currency:JPYus-gaap:ForeignExchangeContractMember2020-12-310001097864us-gaap:ForeignExchangeContractMembercurrency:PHP2021-04-020001097864us-gaap:ForeignExchangeContractMembercurrency:PHP2020-12-310001097864us-gaap:ForeignExchangeContractMembercurrency:EUR2021-04-020001097864us-gaap:ForeignExchangeContractMembercurrency:EUR2020-12-310001097864us-gaap:ForeignExchangeContractMembercurrency:KRW2021-04-020001097864us-gaap:ForeignExchangeContractMembercurrency:KRW2020-12-310001097864us-gaap:ForeignExchangeContractMembercurrency:CNY2021-04-020001097864us-gaap:ForeignExchangeContractMembercurrency:CNY2020-12-310001097864us-gaap:ForeignExchangeContractMembercurrency:MYR2021-04-020001097864us-gaap:ForeignExchangeContractMembercurrency:MYR2020-12-310001097864us-gaap:ForeignExchangeContractMemberus-gaap:LongMember2021-04-020001097864us-gaap:ForeignExchangeContractMemberus-gaap:LongMember2020-12-310001097864us-gaap:ForeignExchangeContractMemberus-gaap:ShortMember2021-04-020001097864us-gaap:ForeignExchangeContractMemberus-gaap:ShortMember2020-12-310001097864us-gaap:InterestRateSwapMember2021-04-020001097864us-gaap:InterestRateSwapMember2020-04-030001097864us-gaap:AccumulatedTranslationAdjustmentMember2020-12-310001097864us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2020-12-310001097864us-gaap:AccumulatedTranslationAdjustmentMember2021-01-012021-04-020001097864us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2021-01-012021-04-020001097864us-gaap:AccumulatedTranslationAdjustmentMember2021-04-020001097864us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2021-04-020001097864us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2021-01-012021-04-020001097864us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2020-01-012020-04-030001097864us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2021-01-012021-04-020001097864us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2020-01-012020-04-03

Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 2, 2021
Or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
(Commission File Number) 001-39317 
ON SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)  
Delaware 36-3840979
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification No.)
5005 E. McDowell Road
Phoenix, AZ 85008
(602244-6600

(Address, zip code and telephone number, including area code, of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareONThe Nasdaq Stock Market LLC
Preferred Stock, Series B Junior Participating, Purchase Rights
N/AThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act
Large Accelerated Filer
  
Accelerated filer 
Non-accelerated filer 
  
Smaller reporting company
Emerging growth company

If emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  x

The number of shares outstanding of the issuer's class of common stock as of the close of business on April 28, 2021:
Title of Each ClassNumber of Shares
Common Stock, par value $0.01 per share427,008,100





Table of Contents
ON SEMICONDUCTOR CORPORATION FORM 10-Q

TABLE OF CONTENTS
 
Part I: Financial Information
Item 1. Financial Statements (unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II: Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
Signatures

(See the glossary of selected terms immediately following this table of contents for definitions of certain abbreviated terms)



Table of Contents
ON SEMICONDUCTOR CORPORATION
FORM 10-Q
GLOSSARY OF SELECTED ABBREVIATED TERMS*

Abbreviated TermDefined Term
1.00% Notes1.00% Convertible Senior Notes due 2020
1.625% Notes1.625% Convertible Senior Notes due 2023
3.875% Notes3.875% Senior Notes due 2028
Amended Credit AgreementCredit Agreement, dated as of April 15, 2016, as subsequently amended, by and among the Company, as borrower, the several lenders party thereto, Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, and certain other parties, providing for the Revolving Credit Facility and the Term Loan “B” Facility
Amended and Restated SIPON Semiconductor Corporation Amended and Restated Stock Incentive Plan, as amended
ASICApplication specific integrated circuit
ASUAccounting Standards Update
DSPDigital signal processing
ESPPON Semiconductor Corporation 2000 Employee Stock Purchase Plan, as amended
Exchange ActSecurities Exchange Act of 1934, as amended
FairchildFairchild Semiconductor International, Inc.
FASBFinancial Accounting Standards Board
ICIntegrated circuit
IoTInternet-of-things
IPIntellectual property
LIBO RateA base rate per annum equal to the London Interbank Offered Rate as administered by the International Exchange Benchmark Administration
LiDARLight detection and ranging
MCUMicrocontroller unit
QuantennaQuantenna Communications, Inc.
Revolving Credit FacilityA $1.97 billion revolving credit facility created pursuant to the Amended Credit Agreement
RSURestricted stock unit
SECSecurities and Exchange Commission
SoCSystem on chip
Securities ActSecurities Act of 1933, as amended
Term Loan “B” FacilityA $2.4 billion term loan “B” facility created pursuant to the Amended Credit Agreement
Wi-FiWireless radio technologies compliant with Institute of Electrical and Electronics Engineers Standard 802.11b and commonly used in wireless local area networking devices

* Terms used, but not defined, within the body of the Form 10-Q are defined in this Glossary.



Table of Contents

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)
ON SEMICONDUCTOR CORPORATION
CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data)
(unaudited)

April 2,
2021
December 31,
2020
Assets
Cash and cash equivalents$1,042.5 $1,080.7 
Receivables, net683.6 676.0 
Inventories1,295.5 1,251.4 
Other current assets166.0 176.0 
Total current assets3,187.6 3,184.1 
Property, plant and equipment, net2,489.4 2,512.3 
Goodwill1,663.4 1,663.4 
Intangible assets, net441.1 469.0 
Deferred tax assets447.2 429.0 
Other assets401.7 410.2 
Total assets$8,630.4 $8,668.0 
Liabilities, Non-Controlling Interest and Stockholders’ Equity
Accounts payable$605.0 $572.9 
Accrued expenses and other current liabilities588.3 570.0 
Current portion of long-term debt536.7 531.6 
Total current liabilities1,730.0 1,674.5 
Long-term debt2,806.9 2,959.7 
Deferred tax liabilities53.9 57.3 
Other long-term liabilities390.0 418.4 
Total liabilities4,980.8 5,109.9 
Commitments and contingencies (Note 9)
ON Semiconductor Corporation stockholders’ equity:
Common stock ($0.01 par value, 1,250,000,000 shares authorized, 579,553,444 and 570,766,439 issued, 419,896,411 and 411,842,629 outstanding, respectively)
5.8 5.7 
Additional paid-in capital4,161.0 4,133.1 
Accumulated other comprehensive loss(55.9)(57.6)
Accumulated earnings1,515.4 1,425.5 
Less: Treasury stock, at cost: 159,657,033 and 158,923,810 shares, respectively
(1,996.7)(1,968.2)
Total ON Semiconductor Corporation stockholders’ equity3,629.6 3,538.5 
Non-controlling interest20.0 19.6 
Total stockholders' equity3,649.6 3,558.1 
Total liabilities and stockholders' equity$8,630.4 $8,668.0 

See accompanying notes to consolidated financial statements
4


Table of Contents
ON SEMICONDUCTOR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in millions, except per share data)
(unaudited)
 Quarters Ended
 April 2,
2021
April 3,
2020
Revenue$1,481.7 $1,277.9 
Cost of revenue (exclusive of amortization shown below)960.5 875.2 
Gross profit521.2 402.7 
Operating expenses:
Research and development173.6 171.0 
Selling and marketing78.9 76.8 
General and administrative72.4 71.2 
Amortization of acquisition-related intangible assets25.0 32.3 
Restructuring, asset impairments and other charges, net42.5 32.8 
Intangible asset impairment2.9  
Total operating expenses395.3 384.1 
Operating income125.9 18.6 
Other income (expense), net:
Interest expense(33.4)(42.5)
Interest income0.4 1.9 
Other income4.5 0.1 
Other income (expense), net(28.5)(40.5)
Income (loss) before income taxes97.4 (21.9)
Income tax (provision) benefit(7.1)8.2 
Net income (loss)90.3 (13.7)
Less: Net income attributable to non-controlling interest(0.4)(0.3)
Net income (loss) attributable to ON Semiconductor Corporation$89.9 $(14.0)
Comprehensive income (loss), net of tax:
Net income (loss)$90.3 $(13.7)
Foreign currency translation adjustments(2.3)0.6 
Effects of cash flow hedges4.0 (12.8)
Other comprehensive income (loss), net of tax1.7 (12.2)
Comprehensive income (loss)92.0 (25.9)
Comprehensive income attributable to non-controlling interest(0.4)(0.3)
Comprehensive income (loss) attributable to ON Semiconductor Corporation$91.6 $(26.2)
Net income (loss) per share of common stock attributable to ON Semiconductor Corporation:
Basic$0.22 $(0.03)
Diluted$0.20 $(0.03)
Weighted-average shares of common stock outstanding:
Basic413.4 410.6 
Diluted445.4 410.6 

See accompanying notes to consolidated financial statements
5


Table of Contents
ON SEMICONDUCTOR CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in millions, except share data) 
(unaudited)
Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossTreasury StockNon-Controlling Interest
Number of sharesAt Par ValueAccumulated EarningsNumber of sharesAt CostTotal Equity
Balance at December 31, 2020570,766,439 $5.7 $4,133.1 $(57.6)$1,425.5 (158,923,810)$(1,968.2)$19.6 $3,558.1 
Shares issued pursuant to the ESPP204,415 — 5.7 — — — — — 5.7 
RSUs and stock grant awards issued2,269,328 — — — — — — —  
Shares issued upon exercise of warrants for 1.00% Notes6,313,262 0.1 (0.1)— — — — —  
Payment of tax withholding for RSUs— — — — — (733,223)(28.5)— (28.5)
Share-based compensation— — 22.3 — — — — — 22.3 
Comprehensive income— — — 1.7 89.9 — — 0.4 92.0 
Balance at April 2, 2021579,553,444 $5.8 $4,161.0 $(55.9)$1,515.4 (159,657,033)$(1,996.7)$20.0 $3,649.6 

Balance at December 31, 2019565,562,607 $5.7 $3,809.5 $(54.3)$1,191.3 (154,249,943)$(1,650.5)$22.4 $3,324.1 
Shares issued pursuant to the ESPP487,438 — 5.1 — — — — — 5.1 
RSUs and stock grant awards issued2,724,497  — — — — — —  
Payment of tax withholding for RSUs— — — — — (908,620)(16.0)— (16.0)
Share-based compensation— — 15.7 — — — — — 15.7 
Repurchase of common stock— — — — — (3,611,413)(65.4)— (65.4)
Comprehensive (loss) income— — — (12.2)(14.0)— — 0.3 (25.9)
Balance at April 3, 2020568,774,542 $5.7 $3,830.3 $(66.5)$1,177.3 (158,769,976)$(1,731.9)$22.7 $3,237.6 

See accompanying notes to consolidated financial statements

6


Table of Contents
ON SEMICONDUCTOR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions) 
(unaudited)
 Quarters Ended
 April 2,
2021
April 3,
2020
Cash flows from operating activities:
Net income (loss)$90.3 $(13.7)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization153.4 161.2 
Loss on sale or disposal of fixed assets0.3 0.2 
Amortization of debt discount and issuance costs2.4 3.0 
Share-based compensation22.3 15.7 
Non-cash interest on convertible notes4.6 9.5 
Non-cash asset impairment charges6.1 1.4 
Change in deferred tax balances(23.2)(19.0)
Other(2.0) 
Changes in assets and liabilities:
Receivables(9.9)52.7 
Inventories(42.0)(19.5)
Other assets9.9 5.9 
Accounts payable8.9 (12.4)
Accrued expenses and other current liabilities12.8 (17.6)
Other long-term liabilities(15.4)(1.4)
Net cash provided by operating activities$218.5 $166.0 
Cash flows from investing activities:
Purchase of property, plant and equipment$(77.0)$(132.3)
Proceeds from sale of property, plant and equipment0.2  
Deposits utilized (made) for purchase of property, plant and equipment(0.4)2.2 
Purchase of business, net of cash acquired (4.5)
Settlement of purchase price from previous acquisition 26.0 
Net cash used in investing activities$(77.2)$(108.6)
Cash flows from financing activities:
Proceeds for the issuance of common stock under the ESPP$6.6 $7.5 
Payment of tax withholding for RSUs(28.5)(16.0)
Repurchase of common stock (65.4)
Issuance and borrowings under debt agreements 1,165.0 
Repayment of borrowings under debt agreements(154.1)(56.0)
Payments related to prior acquisition(2.1)(4.9)
Net cash provided by (used in) financing activities$(178.1)$1,030.2 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(0.8)0.2 
Net increase (decrease) in cash, cash equivalents and restricted cash(37.6)1,087.8 
Beginning cash, cash equivalents and restricted cash (Note 5)1,081.5 894.2 
Ending cash, cash equivalents and restricted cash (Note 5)$1,043.9 $1,982.0 

See accompanying notes to consolidated financial statements
7


Table of Contents
ON SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 1: Background and Basis of Presentation

ON Semiconductor Corporation, together with its wholly and majority-owned subsidiaries ("ON Semiconductor," "we," “us,” “our,” or the "Company"), uses a thirteen-week fiscal quarter accounting period for the first three fiscal quarters of each year, with the first quarter of 2021 having ended on April 2, 2021 and each fiscal year ending on December 31. The quarters ended April 2, 2021 and April 3, 2020 contained 92 and 94 days, respectively. As of April 2, 2021, the Company was organized into the following three operating and reportable segments: the Power Solutions Group ("PSG"), the Advanced Solutions Group ("ASG") and the Intelligent Sensing Group ("ISG").

The accompanying unaudited financial statements as of and for the quarter ended April 2, 2021 have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") for unaudited interim financial information. Accordingly, the unaudited financial statements do not include all of the information and footnotes required by GAAP for audited financial statements. The balance sheet as of December 31, 2020 was derived from the Company's audited financial statements, but does not include all disclosures required by GAAP for audited financial statements. In the opinion of the Company's management, the interim information includes all adjustments, which include normal recurring adjustments, necessary for a fair statement of the results for the interim periods. Certain reclassifications have been made to prior period amounts to conform to current-period presentation. The footnote disclosures related to the interim financial information included herein are also unaudited. Such financial information should be read in conjunction with the consolidated financial statements and related notes thereto for the year ended December 31, 2020 included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 16, 2021 (the “2020 Form 10-K”).

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management 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. Management evaluates these estimates and judgments on an ongoing basis and bases its estimates on experience, current and expected future conditions, third-party evaluations and various other assumptions that management believes 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) variable and share-based compensation; and (iv) measurement of valuation allowances against deferred tax assets and evaluations of uncertain tax positions. 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 and in assumptions used in connection with business combinations. Actual results may differ from the estimates and assumptions used in the consolidated financial statements.



8

Table of Contents
ON SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(unaudited)

Note 2: Revenue and Segment Information

The Company is organized into three operating and reportable segments consisting of PSG, ASG and ISG. These segments represent the Company’s view of the business, and its gross profit is used to evaluate the performance of the Company’s segments, the progress of major initiatives and the allocation of resources. Gross profit is exclusive of the amortization of acquisition-related intangible assets. Depreciation expense is included in segment gross profit.

Revenue and gross profit for the Company’s operating and reportable segments are as follows (in millions):
PSGASGISGTotal
For the quarter ended April 2, 2021:
Revenue from external customers$747.0 $531.5 $203.2 $1,481.7 
Gross profit$246.5 $206.8 $67.9 $521.2 
For the quarter ended April 3, 2020:
Revenue from external customers$623.9 $467.1 $186.9 $1,277.9 
Gross profit (1)$182.6 $157.8 $62.3 $402.7 

(1)Beginning in the first quarter of 2021, the Company started including unallocated manufacturing costs as part of segment operating results to determine segment gross profit. As a result, the prior-period amounts have been reclassified to conform to current-period presentation.

The Company had one customer, a distributor, whose revenue accounted for approximately 10.6% of the total revenue for the quarter ended April 2, 2021.

Revenue for the Company's operating and reportable segments disaggregated into geographic locations based on sales billed from the respective country and sales channels are as follows (in millions):
Quarter Ended April 2, 2021
PSGASGISGTotal
Geographic Location
Singapore$274.5 $201.7 $32.8 $509.0 
Hong Kong196.1 100.5 45.6 342.2 
United Kingdom142.7 82.6 43.6 268.9 
United States75.3 70.2 38.8 184.3 
Other58.4 76.5 42.4 177.3 
Total$747.0 $531.5 $203.2 $1,481.7 
Sales Channel
Distributors$523.9 $288.9 $121.2 $934.0 
Direct Customers223.1 242.6 82.0 547.7 
Total$747.0 $531.5 $203.2 $1,481.7 

9

Table of Contents
ON SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(unaudited)

Quarter Ended April 3, 2020
PSGASGISGTotal
Geographic Location
Singapore$194.3 $172.6 $41.4 $408.3 
Hong Kong192.0 91.9 32.3 316.2 
United Kingdom105.1 76.8 45.1 227.0 
United States72.7 77.3 34.5 184.5 
Other59.8 48.5 33.6 141.9 
Total$623.9 $467.1 $186.9 $1,277.9 
Sales Channel
Distributors$386.3 $213.6 $103.4 $703.3 
Direct Customers237.6 253.5 83.5 574.6 
Total$623.9 $467.1 $186.9 $1,277.9 

The Company operates in various geographic locations. Sales to unaffiliated customers have little correlation with the location of manufacturers. Accordingly, the Company does not present operating profit by geographical location.

The Company does not discretely allocate assets to its operating segments, nor does management evaluate operating segments using discrete asset information. The Company’s consolidated assets are not specifically ascribed to its individual reportable segments. Rather, assets used in operations are generally shared across the Company’s operating and reportable segments. Property, plant and equipment, net, by geographic location, is summarized as follows (in millions):
As of
April 2, 2021December 31, 2020
United States$690.8 $686.6 
South Korea446.0 455.5 
Philippines376.4 386.6 
China224.5 229.6 
Czech Republic211.3 216.1 
Japan216.1 209.3 
Malaysia188.3 190.2 
Other136.0 138.4 
Total$2,489.4 $2,512.3 

Note 3: Recent Accounting Pronouncements

Pending adoption:

ASU 2020-06 - Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”)

In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt and will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for the purpose of calculating diluted earnings per share, and the treasury stock method will be no longer available. ASU 2020-06 is applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. As required, the Company plans to adopt ASU
10

Table of Contents
ON SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(unaudited)

2020-06 as of January 1, 2022 and is currently evaluating its impact on the consolidated financial statements and expects a decrease in interest expense and an increase in the dilutive effect of convertible notes included in diluted weighted-average shares of common stock outstanding for the purpose of calculating diluted earnings per share.

Note 4: Restructuring, Asset Impairments and Other, Net

Details of restructuring, asset impairments and other charges, net are as follows (in millions):        
RestructuringAsset ImpairmentsOtherTotal
Quarter ended April 2, 2021
2021 Involuntary Separation Program$33.0 $ $ $33.0 
Other 3.2 6.3 9.5 
Total$33.0 $3.2 $6.3 $42.5 

A summary of changes in accrued restructuring from December 31, 2020 to April 2, 2021 is as follows (in millions):
As ofAs of
December 31, 2020ChargesUsageApril 2, 2021
Employee separation charges$6.2 $33.0 $(11.4)$27.8 
Total$6.2 $33.0 $(11.4)$27.8 

2021 Involuntary Separation Program

On March 4, 2021, as part of its ongoing efforts to realign its investments to focus on growth drivers and key markets and to streamline its operations, the Company announced its plans to implement certain employee terminations during the first half of 2021 (the "ISP"). Under the ISP, the Company expects to terminate the employment of approximately 740 employees and incur severance costs and other benefits between $58 million and $62 million.

During the quarter ended April 2, 2021, the Company notified approximately 500 employees of their employment termination, and incurred severance costs and other benefits amounting to $33.0 million, pursuant to the ISP. As of April 2, 2021, $26.5 million of such severance costs and benefits remained accrued and, based on the exit dates of the notified employees, is expected to be paid during the second quarter of 2021. The remaining employees are expected to be notified, and the corresponding severance costs will be incurred, during the second quarter of 2021.

The Company continues to evaluate employee positions and locations for potential efficiencies and may incur additional severance and related charges in the future.

Note 5: Balance Sheet Information and Other

Goodwill
There was no change in the balance of goodwill from December 31, 2020 to April 2, 2021. Goodwill is tested for impairment annually on the first day of the fourth quarter or more frequently if events or changes in circumstances (each, a "triggering event") would more likely than not reduce the carrying value of goodwill below its fair value. Management did not identify any triggering events during the quarter ended April 2, 2021 that would require an interim impairment analysis.









11

Table of Contents
ON SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(unaudited)

Inventory

Details of Inventory included in the Company’s Consolidated Balance Sheets are as follows (in millions):
As of
April 2, 2021December 31, 2020
Inventories:
Raw materials$139.0 $135.7 
Work in process834.4 829.7 
Finished goods322.1 286.0 
$1,295.5 $1,251.4 

Defined Benefit Plans

The Company recognizes the aggregate amount of all overfunded plans as assets and the aggregate amount of all underfunded plans as liabilities in its financial statements. As of April 2, 2021, the net assets for the overfunded plans totaled $8.5 million. The total accrued pension liability for underfunded plans was $147.9 million, of which the current portion of $0.4 million was classified as accrued expenses and other current liabilities. As of December 31, 2020, the net funded status for all the plans was a liability of $141.9 million, of which the current portion of $0.3 million was classified as accrued expenses and other current liabilities.

The components of the net periodic pension expense were as follows (in millions):
Quarters Ended
April 2, 2021April 3, 2020
Service cost$3.1 $2.7 
Interest cost1.1 1.1 
Expected return on plan assets(1.7)(1.5)
Curtailment loss1.9  
Total net periodic pension cost$4.4 $2.3 

Leases

Operating lease arrangements are comprised primarily of real estate and equipment agreements. The components of lease expense were as follows (in millions):
Quarters Ended
April 2, 2021April 3, 2020
Operating lease$9.9 $9.1 
Variable lease1.0 1.1 
Short-term lease0.7 1.1 
Total lease expense$11.6 $11.3 

The lease liabilities recognized in the Consolidated Balance Sheets are as follows (in millions):
As of
April 2, 2021December 31, 2020
Accrued expenses and other current liabilities$32.9 $32.2 
Other long-term liabilities108.8 115.7 
Total lease liabilities$141.7 $147.9 

12

Table of Contents
ON SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(unaudited)

Operating Right-of-use ("ROU") assets as of April 2, 2021 and December 31, 2020 amounted to $133.8 million and $136.3 million, respectively, and are included in other assets in the Consolidated Balance Sheets. As of April 2, 2021, the weighted-average remaining lease-term was 6.7 years years and the weighted-average discount rate was 4.8%.

Supplemental Disclosure of Cash Flow Information

Certain of the Company's cash and non-cash activities were as follows (in millions):
Quarters Ended
April 2, 2021April 3, 2020
Non-cash investing activities:
Capital expenditures in accounts payable and other long-term liabilities$180.9 $123.5 
ROU assets obtained in exchange of lease liabilities7.1 8.8 
Non-cash financing activity:
Liability incurred for purchase of business$ $7.7 
Cash paid for:
Interest expense$31.4 $24.5 
Income taxes20.9 9.9 
Operating lease payments in operating cash flows10.3 8.2 

Reconciliation of the captions in the Consolidated Balance Sheets to the Consolidated Statements of Cash Flows (in millions):
As of
April 2, 2021December 31, 2020April 3, 2020December 31, 2019
Consolidated Balance Sheets:
Cash and cash equivalents$1,042.5 $1,080.7 $1,982.0 $894.2 
Restricted cash (included in other current assets)1.4 0.8   
Cash, cash equivalents and restricted cash in Consolidated Statements of Cash Flows$1,043.9 $1,081.5 $1,982.0 $894.2 



13

Table of Contents
ON SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(unaudited)

Note 6: Long-Term Debt

The Company's long-term debt consists of the following (annualized interest rates, in millions):
As of
April 2, 2021December 31, 2020
Amended Credit Agreement:
Revolving Credit Facility due 2024, interest payable monthly at 1.61% and 1.90%, respectively
$550.0 $700.0 
Term Loan “B” Facility due 2026, interest payable monthly at 2.11% and 2.15%, respectively
1,610.4 1,614.5 
3.875% Notes due 2028 (1)
700.0 700.0 
1.625% Notes due 2023 (2)
575.0 575.0 
Gross long-term debt, including current portion$3,435.4 $3,589.5 
Less: Debt discount (3)(64.7)(69.7)
Less: Debt issuance costs (4)(27.1)(28.5)
Net long-term debt, including current portion$3,343.6 $3,491.3 
Less: Current portion of long-term debt(536.7)(531.6)
 Net long-term debt$2,806.9 $2,959.7 

(1)    Interest is payable on March 1 and September 1 of each year at 3.875% annually.
(2)    Interest is payable on April 15 and October 15 of each year at 1.625% annually.
(3)    Debt discount of $6.4 million and $6.5 million for the 3.875% Notes, $49.6 million and $54.2 million for the 1.625% Notes and $8.7 million and $9.0 million for the Term Loan "B" Facility, in each case as of April 2, 2021 and December 31, 2020, respectively.
(4)    Debt issuance costs of $2.2 million and $2.3 million for the 3.875% Notes, $4.8 million and $5.2 million for the 1.625% Notes and $20.1 million and $21.0 million for the Term Loan "B" Facility, in each case as of April 2, 2021 and December 31, 2020, respectively.

Expected maturities of gross long-term debt (including current portion - see 1.625% Notes section below) as of April 2, 2021 were as follows (in millions):
Period Expected Maturities
Remainder of 2021$587.3 
202216.3 
202316.3 
2024566.4 
202516.3 
Thereafter2,232.8 
Total$3,435.4 

The Company was in compliance with its covenants under all debt agreements as of April 2, 2021.

Revolving Credit Facility

During the quarter ended April 2, 2021, the Company repaid $150.0 million of the outstanding balance under the Revolving Credit Facility using the cash generated from its operations. As a result, as of April 2, 2021, the Company had approximately $1,419.0 million available for future borrowings under the Revolving Credit Facility.

1.625% Notes due 2023

14

Table of Contents
ON SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(unaudited)

As determined and recorded as of December 31, 2020, the last reported sale price of the Company’s common stock for at least 20 trading days during the period of 30 consecutive trading days ending on March 31, 2021 continued to be greater than or equal to $26.94 (130% of the conversion price) on each applicable trading day. As a result, the Company maintained the outstanding balance of the 1.625% Notes amounting to $520.6 million, net of unamortized discount and issuance costs, as a current portion of long-term debt as of April 2, 2021. The holders have the right to surrender any portion of their 1.625% Notes (in minimum denominations of $1,000 in principal amount or an integral multiple thereof) for conversion during the calendar quarter ending June 30, 2021 (and only during such calendar quarter unless the trigger remains) pursuant to the terms of the indenture governing the 1.625% Notes.

Note 7: Earnings Per Share and Equity

Earnings Per Share

Net income (loss) per share of common stock attributable to ON Semiconductor Corporation is calculated as follows (in millions, except per share data): 
Quarters Ended
 April 2, 2021April 3, 2020
Net income (loss) attributable to ON Semiconductor Corporation$89.9 $(14.0)
Basic weighted-average shares of common stock outstanding413.4 410.6 
Dilutive effect of share-based awards2.7  
Dilutive effect of convertible notes and warrants29.3  
Diluted weighted-average shares of common stock outstanding445.4 410.6 
Net income (loss) per share of common stock attributable to ON Semiconductor Corporation:
Basic$0.22 $(0.03)
Diluted$0.20 $(0.03)

Basic income (loss) per share of common stock is computed by dividing net income (loss) 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, treasury stock method has been applied to calculate the number of incremental shares from the assumed issuance of shares relating to RSUs. Share-based awards of approximately 0.7 million and 2.6 million for the quarters ended April 2, 2021 and April 3, 2020, respectively, were excluded as the impact was considered anti-dilutive.

The dilutive impact related to the 1.625% Notes has been determined in accordance with the net share settlement requirements, under which the 1.625% Notes are assumed to be convertible into cash up to the par value, with the excess over par value being 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 1.625% Notes when the stock price is above $20.72 per share.

The dilutive impact of the warrants issued concurrently with the issuance of the 1.00% Notes and 1.625% Notes, with exercise prices of $25.96 and $30.70, respectively, has been included in the calculation of diluted weighted-average common shares outstanding. Approximately half of the warrants issued in connection with the 1.00% Notes were settled during the quarter ended April 2, 2021.

15

Table of Contents
ON SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(unaudited)

Equity

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. The bank counterparties exercised 18.7 million warrants during the quarter ended April 2, 2021, and the Company settled them by issuing 6.3 million shares of common stock on a net-share basis based on the average stock price on the day of exercise. Subsequent to the end of the first quarter, the warrant holders exercised the remaining 18.6 million warrants and the Company settled them by issuing 7.1 million shares of common stock.

Share Repurchase Program

There were no repurchases during the quarter ended April 2, 2021 under the share repurchase program announced on November 15, 2018 (the “Share Repurchase Program”), as compared to $65.3 million in share repurchases made by the Company under the Share Repurchase Program during the quarter ended April 3, 2020. As of April 2, 2021, the authorized amount remaining under the Share Repurchase Program was $1,295.8 million.

Activity under the Share Repurchase Program during the quarters ended April 2, 2021 and April 3, 2020 was as follows (in millions, except per share data):
Quarters Ended
 April 2, 2021April 3, 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 April 2, 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 quarters ended April 2, 2021 and April 3, 2020 were $28.5 million and $16.0 million, respectively, for which the Company withheld approximately 0.7 million and approximately 0.9 million shares of common stock, respectively, that were underlying the RSUs that vested. None of these shares had been reissued or retired as of April 2, 2021, but may be reissued or retired by the Company 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 $0.4 million share of the earnings for the quarter ended April 2, 2021, increased to $20.0 million as of April 2, 2021.

Note 8: Share-Based Compensation

Total share-based compensation expense related to the Company's RSUs, stock grant awards and the ESPP was recorded within the Consolidated Statements of Operations and Comprehensive Income as follows (in millions):
16

Table of Contents
ON SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(unaudited)

Quarters Ended
April 2, 2021April 3, 2020
Cost of revenue$3.3 $2.5 
Research and development5.7 4.1 
Selling and marketing4.3 2.9 
General and administrative9.0 6.2 
Share-based compensation expense$22.3 $15.7 
     Income tax benefit(4.7)(3.3)
Share-based compensation expense, net of taxes$17.6 $12.4 

As of April 2, 2021, total unrecognized expected share-based compensation expense, net of estimated forfeitures, related to non-vested RSUs with service, performance and market conditions was $142.7 million, which is expected to be recognized over a weighted-average period of 1.8 years. There were no stock options exercised during the quarter ended April 2, 2021. Upon option exercise, vesting of RSUs, stock grant awards or completion of a purchase under the ESPP, the Company issues new shares of common stock. The annualized pre-vesting forfeiture rate for RSUs was estimated to be