Equity

9 Months Ended

Sep. 30, 2011

Equity [Abstract]

Equity

Equity

Net income per share calculations for the quarter and nine months ended September 30, 2011 and October 1, 2010, respectively, are as follows (in millions, except per share data):

	Quarter Ended					Nine Months Ended
	September 30, 2011			October 1, 2010		September 30, 2011		October 1, 2010
Net income (loss) applicable to ON Semiconductor Corporation	$	(49.4	)	$	87.8	$	54.1	$	229.5
Basic weighted average common shares outstanding	448.8			431.6		445.5		430.0
Add: Incremental shares for:
Dilutive effect of stock options and awards	—			7.8		8.5		9.4
1.875% Convertible Senior Subordinated Notes	—			0.4		0.3		0.4
Diluted weighted average common shares outstanding	448.8			439.8		454.3		439.8
Net income (loss) per common share attributable to ON Semiconductor Corporation
Basic:	$	(0.11	)	$	0.20	$	0.12	$	0.53
Diluted:	$	(0.11	)	$	0.20	0.12		$	0.52

Basic net income (loss) per share is computed by dividing net income by the weighted average number of common shares outstanding during the period.

The number of incremental shares from the assumed exercise of stock options is calculated by applying the treasury stock method. For the quarter ended September 30, 2011, the effect of stock option shares was not included as the related impact would have been anti-dilutive as the Company generated a net loss. Common shares relating to employee stock options where the exercise price exceeded the average market price of the Company’s common shares or the assumed exercise would have been anti-dilutive were excluded from the diluted earnings per share calculation. The excluded option shares were 11.0 million and 24.0 million for the quarters ended September 30, 2011 and October 1, 2010, respectively, and 7.4 million and 17.4 million for the nine months ended September 30, 2011 and October 1, 2010, respectively.

For the quarter and nine months ended September 30, 2011 and October 1, 2010, the shares issuable upon the assumed conversion of the Zero Coupon Convertible Senior Subordinated Notes due 2024 were excluded in determining diluted net income per share. The Zero Coupon Convertible Senior Subordinated Notes were convertible into cash up to the par value of $99.4 million, based on a conversion price of $9.82 per share at September 30, 2011 and October 1, 2010. The excess of fair value over par value is convertible into stock. On September 30, 2011 and October 1, 2010, the Company’s common stock traded below $9.82; thus, the effects of an assumed conversion would have been anti-dilutive and therefore were excluded.

For the quarter and nine months ended September 30, 2011 and October 1, 2010, the shares issuable upon the assumed conversion of the 2.625% Convertible Senior Subordinated Notes were excluded in determining diluted net income per share. The 2.625% Convertible Senior Subordinated Notes were convertible into cash up to the par value of $484.0 million, based on a conversion price of $10.50 per share. The excess of the fair value over par value is convertible into stock. On September 30, 2011 and October 1, 2010, the Company’s common stock traded below $10.50; thus, the effects of an assumed conversion would have been anti-dilutive and therefore were excluded.

Additionally, warrants held by non-employees to purchase 5.3 million shares of the Company’s common stock, which were obtained from the AMIS acquisition, were outstanding as of September 30, 2011, but were not included in the computation of diluted net income per share as the effect would have been anti-dilutive under the treasury stock method.

Treasury stock is recorded at cost and is presented as a reduction of stockholders’ equity in the accompanying consolidated financial statements. Shares withheld upon the vesting of restricted stock units to pay applicable employee withholding taxes are considered common stock repurchases. Upon vesting, the Company currently does not collect the applicable employee withholding taxes from employees. Instead, the Company automatically withholds, from the restricted stock units that vest, the portion of those shares with a fair market value equal to the amount of the employee withholding taxes due, which is accounted for as a repurchase of common stock. The Company then pays the applicable withholding taxes in cash. The amounts remitted in the quarter ended September 30, 2011 were $3.3 million for which the Company withheld 443,568 shares of common stock that were underlying the restricted stock units that vested. None of these shares had been reissued or retired as of September 30, 2011, but may be reissued or retired by the Company at a later date.

At December 31, 2010, the minority interest balance was $22.0 million. This balance increased to $23.9 million at September 30, 2011, due to the minority interest’s $1.9 million share of the earnings for the nine months, which has been reflected in the Company’s consolidated statement of operations for the quarter ended September 30, 2011.

At December 31, 2009, the minority interest balance was $19.6 million. This balance increased to $21.8 million at October 1, 2010 due to the minority interest’s $2.2 million share of the earnings for the nine months, which has been reflected in the Company’s consolidated statement of operations for the quarter ended October 1, 2010.