(as of December 31, 2019)
The Group’s operations and financial results are subject to various risks and uncertainties, including those described below, that could significantly affect investors’ judgments. In addition, the following statements include matters which might not necessarily fall under such significant risks but are deemed important for investors’ judgment from a standpoint of affirmative disclosure.
Descriptions about the future in the following are based on what the Group recognizes from the information available as of December 31, 2019.
Semiconductor market fluctuations, which are caused by factors such as economic cycles in each region and shifts in demand of end customers, affect the Group. Although the Group carefully monitors changes in market conditions, it is difficult to completely avoid the impact of market fluctuations due to economic cycles in countries around the world and changes in the demand for end products. Market downturns, therefore, could lead to decline in product demand and increase in production and inventory amounts, as well as lower sales prices. Consequently, market downturns could reduce the Group’s sales, as well as lower fab utilization rates, which may in turn result in worsened gross margins, ultimately leading to deterioration in profits.
2）Fluctuations in foreign exchange and interest rates
The Group engages in business activities in all parts of the world and in a wide range of currencies. The Group continues to engage in hedging transactions and other arrangements to minimize exchange rate risks, but it is possible for our consolidated business results and financial condition, including our sales amount in foreign currencies, our materials costs in foreign currencies, our production costs at overseas manufacturing sites, and other items, to be influenced if exchange rates change significantly. Also, the Group’s assets, liabilities, income, and costs can change greatly by showing our foreign currency denominated assets and debts converted to amounts in Japanese yen, and these can also change when financial statements in foreign currencies at our overseas subsidiaries are converted to and presented in Japanese yen.
Furthermore, since costs and the values of assets and debts associated with the Group’s business operation are influenced by fluctuations in interest rates, it is also possible for the Group’s businesses, performance, and financial condition to be adversely influenced by these fluctuations.
Natural disasters such as earthquakes, typhoons, and floods, as well as accidents, acts of terror, infection and other factors beyond the control of the Group could adversely affect the Group’s business operation. Especially, as the Group owns key facilities and equipment in areas where earthquakes occur at a frequency higher than the global average, the effects of earthquakes and other events could damage the Group’s facilities and equipment and force a halt to manufacturing and other operations, and such events could consequently cause severe damage to the Group’s business. The Group sets and manages several preventive plans, Business Continuity Plan, which defines countermeasures such as contingency plans and at the same time the Group is subscribed to various insurances; however, these plans and insurances are not guaranteed to cover all the losses and damages incurred.
The semiconductor industry is extremely competitive, and the Group is exposed to fierce competition from competitors around the world in areas such as product performance, structure, pricing and quality. In particular, certain of our competitors have pursued acquisitions, consolidations, and business alliances, etc. in recent years and there is a possibility to have such moves in the future as well. As a result, the competitive environment surrounding the Group may further intensify. To maintain and improve competitiveness, the Group takes various measures including development of leading edge technologies, standardizing design, cost reduction, and consideration of strategic alliances with third parties or possibility of further acquisitions but in the event that the Group cannot maintain its competitiveness, the Group’s market share may decline, which may negatively impact the Group’s financial results.
In addition, fierce market competition has subjected the products of the Group to sharp downward pressure on prices, for which measures to improve profitability, such as price negotiations and efforts at cost price reduction, have been unable to fully compensate. This raises the possibility of a worsening of the Group’s gross margin. Furthermore, in cases whe re customers for the Group’s products for which the gross margin is low have difficulty switching to other products or require a certain amount of time to secure replacements, it may be difficult for the Group to halt or reduce production in a timely manner. This may result in a reduction in the profitability of the Group.
5）Implementation of Management Strategies
The Group is implementing a variety of business strategies and structural measures, including the development of “The Mid- Term Growth Strategy” and reforming the organizational structure of the Group, to strengthen the foundations of its profitability. Implementing these business strategies and structural measures requires a certain level of cost and due to changes in economic conditions and the business environment, factors which the future is uncertain, and unforeseeable factors, it is possible that some of those reforms may become difficult to carry out and others may not achieve the originally planned results. Furthermore, additional costs, which are higher than originally expected, may arise. Thus, these issues may adversely influence the Group’s performance and financial condition.
6）Business Activities Worldwide
The Group conducts business worldwide, which can be adversely affected by factors such as barriers to long-term relationships with potential customers and local enterprises; restrictions on investment and imports/exports; tariffs; fair trade regulations; political, social, and economic risks; outbreaks of illness or disease; exchange rate fluctuations; rising wage levels; and transportation delays. As a result, the Group may fail to achieve its initial targets regarding business in overseas markets, which could have a negative impact on the business growth and performance of the Group.
7）Strategic Alliance and Corporate Acquisition
For business expansion and strengthening of competitiveness, the Group may engage in strategic alliances, including joint investments, and corporate acquisitions, etc.; for example, in February 2017, the Group acquired Intersil Corporation, and in March 2019, the US based semiconductor company IDT. With regard to such alliances and acquisitions, the Group examines the likely return on investment and profitability from a variety of perspectives. However, in cases where there is a mismatch with the prospective alliance partner or acquisition target in areas of management strategy such as capital procurement, technology management, and product development, or there are financial or other problems affecting the business of the prospective collaboration partner or acquisition target, in addition to the time and expense required for integration of aspects such as business execution, technology, products, personnel, systems and response to antitrust laws and other regulations of the relevant authorities, there is a possibility that the alliance relationship or capital ties will not be sustainable, or in the case of acquisitions that the anticipated return on investment or profitability cannot be realized. Furthermore, there is a possibility that the anticipated synergies or other advantages cannot be realized due to an inability to retain or secure the main customers or key personnel of the prospective alliance partner or acquisition target. Thus, there is no guarantee that an alliance or acquisition will achieve the goals initially anticipated.
While the Group has been procuring business funds by methods such as borrowing from financial institutions and other sources, in the future it may become necessary to procure additional financing to implement business and investment plans, expand manufacturing capabilities, acquire technologies and services, and repay debts. It is possible that the Group may face limitations on its ability to raise funds due to a variety of reasons, including the fact that the Group may not be able to acquire required financing in a timely manner or may face increasing financing costs due to the worsening business environment in the semiconductor industry, worsening conditions in the financial and stock markets, and changes in the lending policies of lenders. In addition, some of the borrowing contracts executed between the Group and some financial institutions stipulate articles of financial covenants. If the Group breaches these articles due to worsened financial base of the Group etc., the Group may lose the benefit of term on the contract, and it may adversely influence the Group’s business performance and financial conditions.
9）Notes on Additional Financing
After implementing of the allocation of new shares to a third party based on a decision at the Meeting of the Board of Directors held on December 10, 2012, we received an offer from the former Innovation Network Corporation of Japan (business name changed to Japan Investment Corporation as of September 25, 2018) that they are willing to provide additional investments or loans with an upper limit of 50 billion yen. However, former Innovation Network Corporation of Japan underwent restructuring, forming a separate subsidiary entity as of September 21, 2018, leading to the new subsidiary, INCJ, Ltd., to take over the contract initially undertaken with the former Innovation Network Corporation of Japan. Currently, no specific details regarding the timing of or conditions associated with these additional investments or loans have been determined, and there is no guarantee that these additional investments or loans will actually be implemented. If investments occur based on this offer, further dilution of existing stock will occur, and this may adversely impact existing shareholders. In addition, if loans are made under this offer, the Group’s outstanding interest-bearing debt will increase, and this may impose restrictions on some of our business activities. Furthermore, if fluctuations in interest rates occur in the future, the Group’s businesses, performance, and financial condition may be adversely affected.
10）Relationship with Largest Shareholder, INCJ
As a result of the allocation of common stock to the former Innovation Network Corporation of Japan and others by way of third-party allotment on September 30, 2013, the former Innovation Network Corporation of Japan now holds a majority share of voting rights held in association with Renesas Electronics’ share. From June 2017 onward, the former Innovation Network Corporation of Japan gradually divested itself of its holdings of common stock in the Company, and as of September 21, 2018, formed a separate subsidiary entity. As a result of this restructuring, all shares owned by the former Innovation Network Corporation of Japan were passed on to the new subsidiary, INCJ, Ltd., which is presently the largest shareholder in the Company. Thus, the business operations of the Group are potentially subject to a substantial influence through the exercise by INCJ of its voting rights at General Meetings of Shareholders. In addition, should INCJ at some future date sell all or part of Renesas Electronics’ share which is currently held for investment purpose, this could potentially have a substantial effect on the market value of Renesas Electronics’ share, depending on factors such as the market climate at the time of the sale.
11）Rapid Technological Evolutions and Other Issues
The semiconductor market in which the Group does business is characterized by rapid technological changes and rapid evolution of technological standards. Therefore, if the Group is not able to carry out appropriate research and development, the Group’s businesses, performance, and financial condition may all be adversely affected by product obsolescence and the appearance of competing products.
a. Production Process Risk
Semiconductor products require extremely complex production processes. In an effort to increase yields (ratio of nondefective products from the materials used), the Group takes steps to properly control production processes and seeks ongoing improvements. However, the emergence of problems in these production processes could lead to worsening yields. This problem, in turn, could trigger shipment delays, reductions in shipment volume, or, at worst, the halting of shipments.
b. Procurement of Raw Materials, Components, and Production Facilities
The timely procurement of necessary raw materials, components and production facilities is critical to semiconductor production. To avoid supply problems related to these essential raw materials, components and production facilities, the Group works diligently to develop close relationships with multiple suppliers. Some necessary materials, however, are available only from specific suppliers. Consequently, insufficient supply capacity amid tight demand for these materials as well as events including natural disasters, accidents, worsening of business conditions, and withdrawal from the business occurred in suppliers could preclude their timely procurement, or may result in sharply higher prices for these essential materials upon procurement. Furthermore, defects in procured raw materials or components could adversely influence the Group’s manufacturing operations and additional costs may be incurred by the Group.
c. Risks Associated with Outsourced Production
The Group outsources the manufacturing of certain semiconductor products to external foundries (contract manufacturers) and other entities. In doing so, the Group selects its trusted outsourcers, rigorously screened in advance based on their technological capabilities, supply capacity, and other relevant traits; however, the possibility of delivery delays, product defects and other production-side risks stemming from outsourcers cannot be ruled out completely. In particular, inadequate production capacity among outsourcers or operation shutdown of the outsourcers as a result of a natural disaster, could result in the Group being unable to supply enough products.
d. Maintenance of Production Capacity at an Appropriate Level
The semiconductor market is sensitive to fluctuations in the business climate, and it is difficult to predict future product demand accurately. Thus, it is not always possible for the Group to maintain production capacity at an appropriate level that matches product demand. In addition, even if the Group engages in capital investment to boost production capacity, there is generally a certain amount of time required before the actual increase in production capacity takes place. Therefore, if demand for specific products substantially exceeds the Group’s production capacity at a certain point and the state of excess demand continues over time, there is a possibility that the Group will be unable to supply customers with the products they desire, that opportunities to sell the products in question will be lost, that the Group will lose market share as customers switch to competing products, and that the relationship of the Group and its customers will suffer. On the other hand, if in response to a rise in demand for specific products the Group undertakes capital investment with the aim of increasing production capacity, there is no guarantee that demand for the products in question will remain strong once production capacity actually increases and afterward. There is a possibility that actual product demand may turn out to be less than anticipated, in which case it may not be possible to recover the capital investment with the anticipated earnings.
Although the Group makes an effort to improve the quality of semiconductor products, they may contain defects, anomalies or malfunctions that are undetectable at the time of shipment due to increased sophistication of technologies, the diversity of ways in which the Group’s products are used by customers and defects in procured raw materials or components. These defects, anomalies or malfunctions could be discovered after the Group products were shipped to customers, resulting in the return or exchange of the Group’s products, claims for compensatory damages, or discontinuation of the use of the Group’s products, which could negatively impact the profits and operating results of the Group. To prepare for such events, the Group has insurance such as product liability insurance and recall insurance, but it is not guaranteed that the full costs of reimbursements would be covered by these.
a. Reliance on Key Customers
The Group relies on certain key customers for the bulk of its product sales to customers. The decision by these key customers to cease adoption of the Group’s products, or to dramatically reduce order volumes, could negatively impact the Group’s operating results.
b. Changes in production plans by customers of custom products
The Group receives orders from customers for the development of specific semiconductor products in some cases. There is the possibility that after the Group received orders the customers decide to postpone or cancel the launch of the end products in which the ordered product is scheduled to be embedded. There is also the possibility that the customers cancel its order if the functions and quality of the product do not meet the customer requirements. Further, the weak sales of end products in which products developed by the Group are embedded may result in customers to reduce their orders, or to postpone delivery dates. Such changes in production plans, order reductions, postponements and other actions from the customers concerning custom products may cause declines in the Group sales and profitability.
c. Reliance on Authorized Sales Agents
In Japan and Asia, the Group sells the majority of its products via independent authorized sales agents, and relies on certain major authorized sales agents for the bulk of these sales. The inability of the Group to provide these authorized sales agents with competitive sales incentives or margins, or to secure sales volumes that the authorized sales agents consider appropriate, could result in a decision by such agents to review their sales network of the Group’s products, including the reduction of the network, etc., which could cause a downturn in the Group sales.
15）Securing Human Resources
The Group works hard to secure superior human resources for management, technology development, sales, and other areas when deploying business operations. However, since such superbly talented people are of limited number, there is fierce competition in the acquisition of human resources. Under the current conditions, it may not be possible for the Group to secure the talented human resources it requires.
16）Defined Benefit Obligations
Net defined benefit liability and net defined benefit asset are calculated based on actuarial assumptions, such as discount rates of returns on assets. However, the Group performance and financial condition may be adversely affected either if discrepancies between actuarial assumptions and business performance arise due to changing interest rates or a fall in the stock market and defined benefit obligations increase or our plan assets decrease and there is an increase in the pension funding deficit in the retirement benefit obligations system.
17）Capital Expenditures and Fixed Cost Ratio
The semiconductor business in which the Group is engaged requires substantial capital investment. The Group undertakes capital investment in an ongoing manner, and this requires it to bear the associated amortization costs. In addition, if there is a drop in demand due to changes in the market climate and the anticipated scale of sales cannot be achieved, or if excess supply causes product prices to fall, there is a possibility that a portion or the entirety of the capital investment will not be recoverable or will take longer than anticipated to be recovered. This could have an adverse effect on the business performance and the financial condition of the Group.
Furthermore, the majority of the expenses of the Group are accounted for by fixed costs such as production costs associated with factory maintenance and R&D expenses, in addition to the abovementioned amortization costs accompanying capital investment. Even if there is a slump in sales due to a reduction in orders from the Group’s main customers or a drop in product demand, or if the factory operating rate decreases, it may be difficult to reduce fixed costs to compensate. As a result, a relatively small-scale drop in sales can have an adverse effect on the profitability of the Group.
18）Impairment Loss on Fixed Assets
The Group owns substantial fixed assets, consisting of both tangible fixed assets such as plant and equipment and intangible fixed assets such as goodwill obtained through the acquisition of the former Intersil Corporation and IDT. When there are indications of impairment, the Group examines the possibility of recovering the book value of assets based on the future cash flow to be generated from the fixed assets. It may be necessary to recognize impairment of such assets if insufficient cash flow is generated.
Information systems are growing importance in the Group’s business activities. Although the Group makes an effort to manage stable operation of information systems, there is a likelihood that customer confidence and social trust would deteriorate, resulting in a negative effect on the Group’s performance, if there is a significant problem with the Group’s information systems caused by factors such as natural disasters, accidents, computer viruses and unauthorized accesses.
The Group has in its possession a great deal of confidential information and personal information relating to its business activities. While such confidential information is managed according to law and internal regulations specifically designed for that purpose, there is always the risk that information may leak due to unforeseen circumstances. Should such an event occur, there is a likelihood that leaks of confidential information may result in damages to our competitive position and customer confidence and social trust would deteriorate, resulting in a negative effect on the Group’s performance.
The Group is subject to a variety of legal restrictions in the various countries and regions. These include requirements for approval for businesses and investments, antitrust laws and regulations, export restrictions, customs duties and tariffs, accounting standards and taxation, and environment laws. Moving forward, it is possible that the Group’s businesses, performance, and financial condition may be adversely affected by increased costs and restrictions on business activities associated with the strengthening of local laws.
The Group makes use of an internal regulation system to ensure legal compliance and appropriate financial reporting. However, since by its nature an internal regulation system is inherently limited, there is no guarantee that it will accomplish its goals completely. Consequently, the possibility is not nonexistent that legal violations, etc., may occur moving forward. Should a violation of the law or other regulations occur, the Group could be subject to administrative penalties such as fines, legal penalties, or claims for compensatory damages, or there could be a negative impact on the social standing of the Group. This could have an adverse effect on the businesses, business performance, and financial condition of the Group.
The Group strives to decrease its environmental impact with respect to diversified and complex environmental issues such as global warming, air pollution, industrial waste, tightening of hazardous substance regulation, and soil pollution. There is the possibility that, regardless of whether there is negligence in its pursuit of business activities, the Group could bear legal or social responsibility for environmental problems. Should such an event occur, the burden of expenses for resolution could potentially be high, and the Group could suffer erosion in social trust.
While the Group seeks to protect its intellectual property, it may not be adequately protected in certain countries and areas. In addition, there are cases that the Group’s products are developed, manufactured and sold by using licenses received from third parties. In such cases, there is the possibility that the Group could not receive necessary licenses from third parties, or the Group could only receive licenses under terms and conditions less favorable than before.
With regard to the intellectual property rights related to the Group’s products, it is possible that a third party might file a lawsuit against the Group or its customers claiming patent infringement, or the like, and that as a result the manufacture and sale of the affected products might not be possible in certain countries or regions. It is also possible that the Group could be liable for damages to a third party or to a customer of the Group.
24) Legal Issues
As the Group conducts business worldwide, it is possible that the Group may become a party to lawsuits, investigation by regulatory authorities and other legal proceedings in various countries.
Though it is difficult to predict the outcome of the legal proceedings to which the Group is presently a party or to which it may become a party in future, the resolution of such proceedings may require considerable time and expense, and it is possible that the Group may be required to pay compensation for damages, possibly resulting in significant adverse effects to the business, performance, financial condition, cash flow, reputation and creditability of the Group.
a. (Civil lawsuit related to the alleged patent infringement and trade secret violation)
The Company’s subsidiary has been named as a defendant in a civil lawsuit in the United States related to the alleged patent infringement and trade secret violation.
The Company’s subsidiary has been named as a defendant in a lawsuit filed in November 2008 in the United States District Court for the Eastern District of Texas (hereafter “the Court of First Instance”). The Court of First Instance entered a final judgment in June 2016 against us in the amount of 77.3 million U.S. dollars, however the Company’s subsidiary immediately filed a notice of appeal at the Court of Appeals for the Federal Circuit (hereafter “the Court of Second Instance”). In July 2018, the Court of Second Instance rejected the judgement of the Court of First Instance for payment of compensation and conducted the retrial order at the Court of First Instance.
b. (Civil lawsuit related to the alleged violations of the competition law)
The Group has been named in Canada and the United Kingdom as a defendant in a civil lawsuit related to possible violations of competition law involving smartcard chips brought by purchasers of such products.
The civil lawsuit in Canada was brought in July 2013 in Supreme Court of British Columbia, but the lawsuit was withdrawn by the plaintiff in December 2019 without any progress. There are two civil lawsuits in the United Kingdom. One The one case was brought in December 2014 in the Senior Courts of England and Wales and the proceedings were ordered stayed by the request of the party after that. The other case was brought in July 2019 in Supreme Court of British Columbia by the other purchasers of such products and has not reached settlement either.
c. (Indemnification claim related to environmental pollution)
The Group’s subsidiary in Taiwan may be subject to requests for restitution for environmental pollution associated with a factory in Taiwan owned by the subsidiary’s predecessor company.
Since June, 2004, the Group’s subsidiary has been notified that other company reserved its right to seek indemnification from us for all costs associated with the remediation of the contamination related to environmental pollution found at a factory in Taiwan owned by the subsidiary’s predecessor company, and the costs associated with the lawsuit as well as the costs relating to those retained environmental liabilities in a toxic tort class action lawsuit filed by ex-employees worked at the factory. Though the Group’s subsidiary is not a defendant in the class action lawsuit, the claimant initiated arbitration proceedings against us related to all claims arising out of the contamination, including the remediation, the toxic tort claims, and attorneys’ fees in December, 2017, but afterward, the arbitration was ordered stayed by the arbitrator on a unilateral request by the claimant.