ON Semiconductor (ON) risk factors: FY2025 10-K

1. Trends, Risks and Uncertainties Related to Our Business
2. The manufacturing and other operations required to produce our products are highly dependent on the efficient operation of numerous processes, including processes contingent upon third-party component manufacturers and other service providers, and any disruption in these processes could have a material adverse effect on our business and results of operations.
3. We 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 operations.reworded
4. If 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 affected.
5. The 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. Because 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 operations.
7. Our operating results depend, in part, on the performance of independent distributors.
8. Changes in, and the regulatory implementation of, tariffs or other government trade policies or geopolitical conditions could reduce demand for our products, limit our ability to sell our products to certain customers or our ability to comply with applicable laws and regulations, which may materially adversely affect our business and results of operations.rewordedTariffs
9. Our 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 business.rewordedAI
10. We are exposed to risks related to the use of AI tools by us and others.newAI
11. We may be unable to attract and retain highly skilled personnel.
12. Warranty 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. Currency fluctuations, changes in foreign exchange regulations and repatriation delays and costs could have a material adverse effect on our results of operations and financial condition.
14. Trends, Risks and Uncertainties Related to Intellectual Property
15. If 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.
16. If 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 affected.reworded
17. Trends, Risks and Uncertainties Related to Cybersecurity and Data PrivacyrewordedCybersecurity
18. Disruptions 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.
19. We are subject to governmental laws, regulations and other legal obligations related to privacy and data protection.
20. Our 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 failures.reworded
21. Trends, Risks and Uncertainties Related to Regulation
22. Environmental and health and safety liabilities and expenditures could materially adversely affect our results of operations and financial condition.
23. Our 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.
24. Changes in tax legislation or exposure to additional tax liabilities could adversely affect our results of operations and financial condition.
25. Social 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 investors.
26. Trends, Risks and Uncertainties Related to Our Indebtedness
27. Our debt could materially adversely affect our financial condition and results of operations.
28. The 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.
29. The 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.
30. We 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.
31. An 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.
32. If 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.
33. If 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.Interest rates
34. The 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 manner.
35. Note hedge and warrant transactions we have entered into may materially adversely affect the value of our common stock.
36. Counterparty risk with respect to the note hedge transactions, if realized, could have a material adverse impact on our results of operations.
37. Trends, Risks and Uncertainties Related to Our Common Stock
38. Provisions in our charter documents may delay or prevent the acquisition of us, which could materially adversely affect the value of our common stock.
39. The amount and frequency of our share repurchases are affected by a number of factors and may fluctuate.

Read these in Item 1A · See the changes

1. We 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.reworded
2. If our goodwill or amortizable intangible assets become impaired, we may be required to record a significant charge to earnings.
3. Downturns 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 flows.
4. We 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.
5. Regulatory and legislative developments related to climate change may materially adversely affect our business and financial condition.

Read these in Item 1A · See the changes