On Semiconductor (ON) risk factors, FY2025 10-K

Other

1. 01Forward-Looking Statements
2. 02Trends, Risks and Uncertainties Related to Our Business
3. 03We may be unable to implement certain business strategies and restructuring initiatives and the pursuit of such strategies and initiatives could materially adversely affect our business and results of operations60% rewritten
4. 04If we are unable to identify and make the substantial research and development investments or develop new products required to satisfy customer demands, our business, financial condition and results of operations may be materially adversely affectedNew
5. 05The semiconductor industry is highly competitive, and has experienced significant consolidation, and if we are unable to compete effectively or identify attractive opportunities for consolidation, it could materially adversely affect our business and results of operations
6. 06Because a significant portion of our revenue is derived from customers in the automotive and industrial end-markets, including revenue pursuant to our long-term supply agreements, a downturn or lower sales to customers in either end-market could materially adversely affect our business and results of operations39% rewritten
7. 07Our operating results depend, in part, on the performance of independent distributors38% rewritten
8. 08on a timely basis or at all. Additional tariffs, export controls or other trade restrictions between the two countries could materially adversely affect our results of operationsNew
9. 09Our power technologies designed for AI use may not capture market share as expected, and issues related to the responsible use of AI may adversely affect our business58% rewritten
10. 10We are exposed to risks related to the use of AI tools by us and othersNew
11. 11We may be unable to attract and retain highly skilled personnel
12. 12Warranty claims, product liability claims, product recalls, and the failure to comply with the terms and conditions of our contracts, could harm our business, reputation, results of operations and financial condition
13. 13Currency fluctuations, changes in foreign exchange regulations and repatriation delays and costs could have a material adverse effect on our results of operations and financial condition47% rewritten
14. 14If our technologies are subject to claims of infringement on the IP rights of others, efforts to address such claims could have a material adverse effect on our results of operations
15. 15If we fail to, or are unable to, adequately protect the IP we have developed or licensed, our competitive position, business and results of operations could be materially and adversely affected46% rewritten
16. 16Disruptions or breaches of our information technology systems could irreparably damage our reputation and our business, expose us to liability and materially adversely affect our results of operations
17. 17We are subject to governmental laws, regulations and other legal obligations related to privacy and data protection
18. 18Our extensive reliance on information technology systems, including reliance on third-party service providers, could have a materially adverse impact on our business, and our substantial investments in such information technology systems could result in significant potential risks and failures23% rewritten
19. 19Environmental and health and safety liabilities and expenditures could materially adversely affect our results of operations and financial condition25% rewritten
20. 20Our failure to comply with anti-corruption laws could result in penalties that could harm our reputation and have a material adverse effect on our business, financial condition and results of operations
21. 21Changes in tax legislation or exposure to additional tax liabilities could adversely affect our results of operations and financial condition58% rewritten
22. 22Social and environmental responsibility regulations, policies and provisions, as well as customer and investor demands, may make our supply chain more complex and may adversely affect our relationships with customers and investors24% rewritten
23. 23Our debt could materially adversely affect our financial condition and results of operations32% rewritten
24. 24The inability to meet our obligations under our Credit Agreement could materially and adversely affect us by, among other things, limiting our ability to conduct our operations and reducing our flexibility to respond to changing business and economic conditions
25. 25The agreements relating to our indebtedness, including the Credit Agreement and the 3.875% Notes, may restrict our ability to operate our business, and as a result may materially adversely affect our results of operations
26. 26We may not be able to generate sufficient cash flow to meet our debt service obligations, and any inability to repay our debt when required would have a material adverse effect on our business, financial condition and results of operations
27. 27An event of default under any agreement relating to our outstanding indebtedness could cross default other indebtedness, which could have a material adverse effect on our business, financial condition and results of operations
28. 28If our operating subsidiaries, which may have no independent obligation to repay our debt, are not able to make cash available to us for such repayment, our business, financial condition and results of operations may be adversely affected
29. 29If interest rates increase, our debt service obligations under our variable rate indebtedness could increase significantly, which would have a material adverse effect on our results of operations
30. 30The timing of the cash payments to service the 0% Notes, the 0.50% Notes and the 3.875% Notes is not entirely in our control and may require a significant amount of cash, and we may not have sufficient cash flow or the ability to raise the funds necessary to satisfy these obligations in a timely manner41% rewritten
31. 31Note hedge and warrant transactions we have entered into may materially adversely affect the value of our common stock
32. 32Counterparty risk with respect to the note hedge transactions, if realized, could have a material adverse impact on our results of operations
33. 33Provisions in our charter documents may delay or prevent the acquisition of us, which could materially adversely affect the value of our common stock
34. 34The amount and frequency of our share repurchases are affected by a number of factors and may fluctuate32% rewritten
35. 35We may be unable to successfully make or integrate strategic acquisitions, joint ventures, collaborations or strategic investments, which could materially adversely affect our business, results of operations and financial condition
36. 36If our goodwill or amortizable intangible assets become impaired, we may be required to record a significant charge to earnings
37. 37Downturns or volatility in general economic conditions, as well as general macroeconomic trends and impacts, could have an adverse impact on our business, results of operations, financial condition and cash flows60% rewritten
38. 38We have been and may be subject to or involved in litigation or threatened litigation, the outcome of which may be difficult to predict, and which may be costly to defend, divert management attention, require us to pay damages, or restrict the operation of our business
39. 39Regulatory and legislative developments related to climate change may materially adversely affect our business and financial condition