Biggest changeThe process of restructuring entails, among other activities, moving production between facilities, transferring programs from higher cost geographies to lower cost geographies, closing facilities, reducing the level of staff, realigning our business processes, and reorganizing our management. 18 Table of Contents Restructurings could adversely affect us, including a decrease in employee morale, delays encountered in finalizing the scope of, and implementing, the restructurings, failure to achieve targeted cost savings, and failure to meet operational targets and customer requirements due to the restructuring process.
Biggest changeRestructurings could adversely affect us, including a decrease in employee morale, delays encountered in finalizing the scope of, and implementing, the restructurings, failure to achieve targeted cost savings, and failure to meet operational targets and customer requirements due to the restructuring process.
Foreign Corrupt Practices Act (the “FCPA”) or similar regulations in other jurisdictions; • less favorable, less predictable, or relatively undefined, intellectual property laws; • lack of sufficient or available locations from which to operate or inability to renew leases on terms that are acceptable to us or at all; • unexpected changes in regulatory requirements and laws or government or judicial interpretations of such regulatory requirements and laws and adverse trade policies, and adverse changes to any of the policies of either the U.S. or any of the foreign jurisdictions in which we operate; • adverse changes in tax rates or accounting rules and the manner in which the U.S. and other countries tax multinational companies or interpret their tax laws or accounting rules or restrictions on the transfer of funds to us from our operations outside the U.S.; • limitations on imports or exports of components or products, or other trade sanctions; • political and economic instability and unsafe working conditions; • geopolitical unrest, including the invasion of Ukraine, the possibility of military activity in countries near or adjacent to Ukraine, and the sanctions and other actions taken by the European Union, the United States, and other governments around the world in response; • the Israel-Hamas war, attacks on shipping vessels in the Red Sea, the possibility of military activity in countries near or adjacent to Israel, and the sanctions and other actions that have or may be taken by other governments around the world in response could impact the Company although we have limited business in Israel; • risk of governmental expropriation of our property; • inadequate infrastructure for our operations (e.g., lack of adequate power, water, transportation, and raw materials); • legal or political constraints on our ability to maintain or increase prices; • health concerns, epidemics, and related government actions; • increased travel costs and difficulty in coordinating our communications and logistics across geographic distances and multiple time zones; • longer customer payment cycles and difficulty collecting trade accounts receivable; • fluctuations in currency exchange rates; • economies that are emerging or developing or that are subject to greater currency volatility, negative growth, high inflation, limited availability of foreign exchange, and other risks; • higher potential for theft, misappropriation, or unauthorized access to or use of technology, data, or intellectual property; and 16 Table of Contents • international trade disputes have and could result in tariffs and other protectionist measures that have and could adversely affect our business.
Foreign Corrupt Practices Act (the “FCPA”) or similar regulations in other jurisdictions; • less favorable, less predictable, or relatively undefined, intellectual property laws; • lack of sufficient or available locations from which to operate or inability to renew leases on terms that are acceptable to us or at all; • unexpected changes in regulatory requirements and laws or government or judicial interpretations of such regulatory requirements and laws and adverse trade policies, and adverse changes to any of the policies of either the U.S. or any of the foreign jurisdictions in which we operate; • adverse changes in tax rates or accounting rules and the manner in which the U.S. and other countries tax multinational companies or interpret their tax laws or accounting rules or restrictions on the transfer of funds to us from our operations outside the U.S.; • limitations on imports or exports of components or products, or other trade sanctions; • political and economic instability and unsafe working conditions; • geopolitical unrest, including the invasion of Ukraine, the possibility of military activity in countries near or adjacent to Ukraine, and the sanctions and other actions taken by the European Union, the United States, and other governments around the world in response; • the Israel-Hamas war, attacks on shipping vessels in the Red Sea, the possibility of military activity in countries near or adjacent to Israel, and the sanctions and other actions that have or may be taken by other governments around the world in response could impact the Company although we have limited business in Israel; • risk of governmental expropriation of our property; • inadequate infrastructure for our operations (e.g., lack of adequate power, water, transportation, and raw materials); • legal or political constraints on our ability to maintain or increase prices; • health concerns, epidemics, and related government actions; • increased travel costs and difficulty in coordinating our communications and logistics across geographic distances and multiple time zones; • longer customer payment cycles and difficulty collecting trade accounts receivable; • fluctuations in currency exchange rates; • economies that are emerging or developing or that are subject to greater currency volatility, negative growth, high inflation, limited availability of foreign exchange, and other risks; • higher potential for theft, misappropriation, or unauthorized access to or use of technology, data, or intellectual property; and 15 Table of Contents • international trade disputes have and could result in tariffs and other protectionist measures that have and could adversely affect our business.
Acquisitions involve significant risks, which could have a material adverse effect on us including: 17 Table of Contents • Financial risks, such as: (1) overpayment; (2) an increase in our expenses and working capital requirements; (3) exposure to liabilities of the acquired businesses, with contractually-based time and monetary limitations on a seller’s obligation to indemnify us; (4) integration costs or failure to achieve synergy targets; (5) incurrence of additional debt; (6) valuation of goodwill and other intangible assets; (7) possible adverse tax and accounting effects; (8) the risk that we acquire manufacturing facilities and assume significant contractual and other obligations with no guaranteed levels of revenue; (9) the risk that, in the future, we may have to close or sell acquired facilities at our cost, which may include substantial employee severance costs and asset write-offs, which have resulted, and may result, in our incurring significant losses; and (10) costs associated with environmental risks including fines, remediation and clean-up. • Operating risks, such as: (1) the diversion of management’s attention and resources to the integration of the acquired businesses and their employees and to the management of expanding operations; (2) the risk that the acquired businesses will fail to maintain the quality of services that we have historically provided; (3) the need to implement financial and other systems and add management resources; (4) the need to maintain customer, supplier or other favorable business relationships of acquired operations and restructure or terminate unfavorable relationships; (5) the potential for deficiencies in internal controls of the acquired operations; (6) the inability to attract and retain the employees necessary to support the acquired businesses; (7) potential inexperience in a line of business that is either new to us or that has become materially more significant to us as a result of the transaction; (8) unforeseen difficulties (including any unanticipated liabilities) in the acquired operations; (9) the impact on us of any unionized work force we may acquire or any labor disruptions that might occur; (10) the possibility that the acquired business’s past transactions or practices before our acquisition may lead to future commercial or regulatory risks; (11) the difficulty of presenting a unified corporate image; (12) the possibility that we will have unutilized capacity due to our acquisition activity; (13) when acquiring an operation from a customer and continuing or entering into a supply arrangement, our inability to meet the expectations of the customer as to volume, product quality, timeliness and cost reductions.
Acquisitions involve significant risks, which could have a material adverse effect on us including: • Financial risks, such as: (1) overpayment; (2) an increase in our expenses and working capital requirements; (3) exposure to liabilities of the acquired businesses, with contractually-based time and monetary limitations on a seller’s obligation to indemnify us; (4) integration costs or failure to achieve synergy targets; (5) incurrence of additional debt; (6) valuation of goodwill and other intangible assets; (7) possible adverse tax and accounting effects; (8) the risk that we acquire manufacturing facilities and assume significant contractual and other obligations with no guaranteed levels of revenue; (9) the risk that, in the future, we may have to close or sell acquired facilities at our cost, which may include substantial employee severance costs and asset write-offs, which have resulted, and may result, in our incurring significant losses; and (10) costs associated with environmental risks including fines, remediation and clean-up. • Operating risks, such as: (1) the diversion of management’s attention and resources to the integration of the acquired businesses and their employees and to the management of expanding operations; (2) the risk that the acquired businesses will fail to maintain the quality of services that we have historically provided; (3) the need to implement financial and other systems and add management resources; (4) the need to maintain customer, supplier or other favorable business relationships of acquired operations and restructure or terminate unfavorable relationships; (5) the potential for deficiencies in internal controls of the acquired operations; (6) the inability to attract and retain the employees necessary to support the acquired businesses; (7) potential inexperience in a line of business that is either new to us or that has become materially more significant to us as a result of the transaction; (8) unforeseen difficulties (including any unanticipated liabilities) in the acquired operations; (9) the impact on us of any unionized work force we may acquire or any labor disruptions that might occur; (10) the possibility that the acquired business’s past transactions or practices before our acquisition may lead to future commercial or regulatory risks; (11) the difficulty of presenting a unified corporate image; (12) the possibility that we will have unutilized capacity due to our acquisition activity; (13) when acquiring an operation from a customer and continuing or entering into a supply arrangement, our inability to meet the expectations of the customer as to volume, product quality, timeliness and cost reductions.
Our international operations are subject to a number of risks, including: • difficulties in staffing and managing foreign operations and attempting to ensure compliance with our policies, procedures, and applicable local laws; • less flexible employee relationships that can be difficult and expensive to terminate due to, among other things, labor laws and regulations; 15 Table of Contents • rising labor costs (including the introduction or expansion of certain social programs), in particular within the lower-cost regions in which we operate, due to, among other things, demographic changes and economic development in those regions; • labor unrest and dissatisfaction, including potential labor strikes or claims; • increased scrutiny by the media and other third parties of labor practices within our industry (including working conditions, compliance with employment and labor laws and compensation) which may result in allegations of violations, more stringent and burdensome labor laws, and regulations, higher labor costs, and/or loss of revenues if our customers become dissatisfied with our labor practices and diminish or terminate their relationship with us; • burdens of complying with a wide variety of foreign laws, including those relating to export and import duties, domestic and foreign import and export controls, trade barriers (including tariffs and quotas), environmental policies and privacy issues, and local statutory corporate governance rules; • risk of non-compliance with the U.S.
Our international operations are subject to a number of risks, including: • difficulties in staffing and managing foreign operations and attempting to ensure compliance with our policies, procedures, and applicable local laws; 14 Table of Contents • less flexible employee relationships that can be difficult and expensive to terminate due to, among other things, labor laws and regulations; • rising labor costs (including the introduction or expansion of certain social programs), in particular within the lower-cost regions in which we operate, due to, among other things, demographic changes and economic development in those regions; • labor unrest and dissatisfaction, including potential labor strikes or claims; • increased scrutiny by the media and other third parties of labor practices within our industry (including working conditions, compliance with employment and labor laws and compensation) which may result in allegations of violations, more stringent and burdensome labor laws, and regulations, higher labor costs, and/or loss of revenues if our customers become dissatisfied with our labor practices and diminish or terminate their relationship with us; • burdens of complying with a wide variety of foreign laws, including those relating to export and import duties, domestic and foreign import and export controls, trade barriers (including tariffs and quotas), environmental policies and privacy issues, and local statutory corporate governance rules; • risk of non-compliance with the U.S.
Problems suffered by any of these common carriers, including natural disaster, pandemic, labor problems, increased energy prices, or criminal activity, has and could result in shipping delays for products or materials, increased costs, or other supply chain disruptions, and could therefore have a negative impact on our ability to receive products from suppliers and deliver products to customers, resulting in a material adverse effect on our operations.
Problems suffered by any of these common carriers, including natural disaster, pandemic, labor problems, increased energy prices, or criminal activity, have and could result in shipping delays for products or materials, increased costs, or other supply chain disruptions, and could therefore have a negative impact on our ability to receive products from suppliers and deliver products to customers, resulting in a material adverse effect on our operations.
These competitors may: • respond more quickly to new or emerging technologies or changes in customer requirements; • have technological expertise, engineering capabilities, and/or manufacturing resources that are greater than ours; • have greater name recognition, critical mass, and geographic market presence; • be better able to take advantage of acquisition opportunities; • devote greater resources to the development, promotion, and sale of their services and execution of their strategy; • be better positioned to compete on price for their services; • have excess capacity, and be better able to utilize such excess capacity; • have greater direct buying power from component suppliers, distributors, and raw material suppliers; • have lower cost structures as a result of their geographic location or the services they provide; • be willing or able to make sales or provide services at lower margins than we do; 14 Table of Contents • have increased vertical capabilities, providing them greater cost savings.
These competitors may: • respond more quickly to new or emerging technologies or changes in customer requirements; • have technological expertise, engineering capabilities, and/or manufacturing resources that are greater than ours; • have greater name recognition, critical mass, and geographic market presence; • be better able to take advantage of acquisition opportunities; • devote greater resources to the development, promotion, and sale of their services and execution of their strategy; • be better positioned to compete on price for their services; • have excess capacity, and be better able to utilize such excess capacity; • have greater direct buying power from component suppliers, distributors, and raw material suppliers; • have lower cost structures as a result of their geographic location or the services they provide; 13 Table of Contents • be willing or able to make sales or provide services at lower margins than we do; • have increased vertical capabilities, providing them greater cost savings.
In addition, our operations in China are governed by Chinese laws, rule, and regulations, some of which are relatively new. The Chinese legal system continues to rapidly evolve, which may result in uncertainties with respect to the interpretation and enforcement of Chinese laws, rules, and regulations that could have a material adverse effect on our business.
In addition, our operations in China are governed by Chinese laws, rules, and regulations, some of which are relatively new. The Chinese legal system continues to rapidly evolve, which may result in uncertainties with respect to the interpretation and enforcement of Chinese laws, rules, and regulations that could have a material adverse effect on our business.
If any FDA inspection reveals noncompliance, and we do not address the FDA’s concerns to its satisfaction, the FDA may elect to take enforcement action against us, including issuing inspection observations or a notice of violation or a warning letter, imposing fines, bringing an action against the Company and its officers, requiring a recall of the products we manufactured, issuing an import detention on products entering the U.S. from an offshore facility, or temporarily halting operations at or shutting down a manufacturing facility. 20 Table of Contents Beyond the FDA, our medical device business is also subject to applicable state and foreign regulatory requirements.
If any FDA inspection reveals noncompliance, and we do not address the FDA’s concerns to its satisfaction, the FDA may elect to take enforcement action against us, including issuing inspection observations or a notice of violation or a warning letter, imposing fines, bringing an action against the Company and its officers, requiring a recall of the products we manufactured, issuing an import detention on products entering the U.S. from an offshore facility, or temporarily halting operations at or shutting down a manufacturing facility. 19 Table of Contents Beyond the FDA, our medical device business is also subject to applicable state and foreign regulatory requirements.
Compliance with these regulations can be costly and any failure to comply could result in legal and reputational risks as well as penalties, fines and damages that could adversely affect our financial results. 19 Table of Contents Regulatory Risks We are subject to extensive government regulations and industry standards and the terms of complex contracts; a failure to comply with current and future regulations and standards, or the terms of our contractual arrangements, could have an adverse effect on our business, customer relationships, reputation, and profitability.
Compliance with these regulations can be costly and any failure to comply could result in legal and reputational risks as well as penalties, fines and damages that could adversely affect our financial results. 18 Table of Contents Regulatory Risks We are subject to extensive government regulations and industry standards and the terms of complex contracts; a failure to comply with current and future regulations and standards, or the terms of our contractual arrangements, could have an adverse effect on our business, customer relationships, reputation, and profitability.
An increase in the level of our indebtedness, among other things, could: • make it difficult for us to obtain any necessary financing in the future for other acquisitions, working capital, capital expenditures, debt service requirements, or other purposes; • limit our flexibility in planning for, or reacting to changes in, our business; • make us more vulnerable in the event of a downturn in our business; and • impact certain financial covenants that we are subject to in connection with our debt and asset-backed securitization programs.
An increase in the level of our indebtedness, among other things, could: • make it difficult for us to obtain any necessary financing in the future for other acquisitions, working capital, capital expenditures, debt service requirements, or other purposes; • limit our flexibility in planning for, or reacting to changes in, our business; • make us more vulnerable in the event of a downturn in our business; and • impact certain financial covenants that we are subject to in connection with our debt and asset-backed securitization program.
We sometimes offer these customers extended payment terms, loans, and other support and financial accommodations which increases our financial exposure and has impacted our financial results in the past. 13 Table of Contents The success of our business is dependent on our ability to keep pace with technological changes and competitive conditions in our industry and our ability to effectively adapt our services as our customers react to technological changes and competitive conditions in their respective industries.
We sometimes offer these customers extended payment terms, loans, and other support and financial accommodations which increases our financial exposure and has impacted our financial results in the past. 12 Table of Contents The success of our business is dependent on our ability to keep pace with technological changes and competitive conditions in our industry and our ability to effectively adapt our services as our customers react to technological changes and competitive conditions in their respective industries.
In addition, if one or more of our significant customers were to become insolvent or otherwise become unable to pay us on a timely basis, or at all, our operating results and financial condition could be adversely affected. 12 Table of Contents Efficient component and material purchasing is critical to our manufacturing processes and contractual arrangements.
In addition, if one or more of our significant customers were to become insolvent or otherwise become unable to pay us on a timely basis, or at all, our operating results and financial condition could be adversely affected. 11 Table of Contents Efficient component and material purchasing is critical to our manufacturing processes and contractual arrangements.
In addition, because we securitize certain of our accounts receivable, our securitization programs could be negatively affected by customer financial difficulty affecting the recovery of a significant amount of receivables. When financial markets experience significant turmoil, the financial arrangements we may need to enter into, refinance or repay and our customers may be adversely affected.
In addition, because we securitize certain of our accounts receivable, our securitization program could be negatively affected by customer financial difficulty affecting the recovery of a significant amount of receivables. When financial markets experience significant turmoil, the financial arrangements we may need to enter into, refinance or repay and our customers may be adversely affected.
In the event that there is an adverse ruling in any legal proceeding, 21 Table of Contents we may be required to make payments to third parties that could be in excess of any amounts accrued and could have a material adverse effect on our reputation, financial condition, and/or results of operations.
In the event that there is an adverse ruling in any legal proceeding, 20 Table of Contents we may be required to make payments to third parties that could be in excess of any amounts accrued and could have a material adverse effect on our reputation, financial condition, and/or results of operations.
If any of the foregoing occur, it could impair our ability to compete, result in a significant decrease in our business and/or could have material adverse effect on our results of operations and financial position. 22 Table of Contents Financial Risks Exposure to financially troubled customers or suppliers may adversely affect our financial results.
If any of the foregoing occur, it could impair our ability to compete, result in a significant decrease in our business and/or could have material adverse effect on our results of operations and financial position. 21 Table of Contents Financial Risks Exposure to financially troubled customers or suppliers may adversely affect our financial results.
Such controls could require us to hedge larger amounts of local currency than we have in the past. 24 Table of Contents An impairment in the value of our assets would reduce the value of our assets and reduce our net income in the year in which the write-off occurs.
Such controls could require us to hedge larger amounts of local currency than we have in the past. 23 Table of Contents An impairment in the value of our assets would reduce the value of our assets and reduce our net income in the year in which the write-off occurs.
Further, the global minimum tax is expected to reduce the benefits achieved from tax incentives. 23 Table of Contents Our credit rating may be downgraded. Our credit is and certain of our financial instruments and our commercial paper are rated by credit rating agencies.
Further, the global minimum tax is expected to reduce the benefits achieved from tax incentives. 22 Table of Contents Our credit rating may be downgraded. Our credit is and certain of our financial instruments and our commercial paper are rated by credit rating agencies.
We pay interest on outstanding borrowings under our revolving credit facilities and certain other long term debt obligations at interest rates that fluctuate based upon changes in various base interest rates.
We pay interest on outstanding borrowings under our revolving credit facilities and certain other debt obligations at interest rates that fluctuate based upon changes in various base interest rates.
These and other factors could harm our ability to achieve anticipated levels of profitability or realize other anticipated benefits of an acquisition or divestiture and could adversely affect our business and operating results. We face risks arising from the restructuring of our operations.
These and other factors could harm our ability to achieve anticipated levels of profitability or realize other anticipated benefits of an acquisition or divestiture and could adversely affect our business and operating results. 17 Table of Contents We face risks arising from the restructuring of our operations.
Any failure, or perceived failure, to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state, or international environmental, social, and governance laws and regulations, or meet evolving and varied shareholder expectations and standards could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation, results of operations, financial condition, and stock price. 25 Table of Contents Item 1B.
Any failure, or perceived failure, to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state, or international environmental, social, and governance laws and regulations, or meet evolving and sometimes conflicting shareholder expectations and standards could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation, results of operations, financial condition, and stock price. 24 Table of Contents Item 1B.
Any of these could adversely affect our financial results. In addition, we must comply with increasingly complex regulations intended to protect business and personal data in the U.S. and globally. In many cases, these laws apply not only to third-party transactions, but also restrict transfers of personal information among the Company and its international subsidiaries.
In addition, we must comply with increasingly complex regulations intended to protect business and personal data in the U.S. and globally. In many cases, these laws apply not only to third-party transactions, but also restrict transfers of personal information among the Company and its international subsidiaries.
Our taxes could increase if certain tax incentives are retracted, which could occur if we are unable to satisfy the conditions on which such incentives are based, if they are not renewed upon expiration, or if tax rates applicable to us in such jurisdictions otherwise increase.
We have obtained incentives where available and practicable. Our taxes could increase if certain tax incentives are retracted, which could occur if we are unable to satisfy the conditions on which such incentives are based, if they are not renewed upon expiration, or if tax rates applicable to us in such jurisdictions otherwise increase.
Responding to these environmental, social, and governance considerations and implementation of these goals and initiatives involves risks and uncertainties and requires investments. We cannot guarantee that we will achieve our goals and initiatives.
In addition, we make statements about our environmental, social, and governance goals and initiatives through our sustainability report. Responding to these environmental, social, and governance considerations and implementation of these goals and initiatives involves risks and uncertainties and requires investments. We cannot guarantee that we will achieve our goals and initiatives.
We cannot assure you that we will be able to successfully integrate the operations and management of our recent acquisitions.
We have in the past and will continue to seek and complete acquisitions and divestitures. We cannot assure you that we will be able to successfully integrate the operations and management of our recent acquisitions.
These factors may harm our results of operations. Also, any measures that we may implement to reduce risks of our international operations may not be effective, may increase our expenses, and may require significant management time and effort.
If we are unable to fully pass on these costs, our operating results and cash flows could be adversely impacted. These factors may harm our results of operations. Also, any measures that we may implement to reduce risks of our international operations may not be effective, may increase our expenses, and may require significant management time and effort.
Many countries, including countries in which we have tax incentives, have enacted or are in the process of enacting laws based on the OECD’s proposals. Our effective tax rate and cash tax liability could be adversely impacted by these rules beginning in fiscal year 2025, with the full impact occurring in subsequent years.
Many countries, including countries in which we have tax incentives, have enacted or are in the process of enacting laws based on the OECD’s proposals. Our effective tax rate and cash tax liability could be adversely impacted by these rules in future years. Several countries in which we are located allow for tax incentives to attract and retain business.
We have on occasion not achieved, and may not in the future achieve, expected profitability from our acquisitions; divestitures may adversely affect our business, reputation, financial condition, results of operations, or cash flows. We have in the past and will continue to seek and complete acquisitions and divestitures.
In addition, any increase in our product prices may reduce our future customer orders and profitability. 16 Table of Contents We have on occasion not achieved, and may not in the future achieve, expected profitability from our acquisitions; divestitures may adversely affect our business, reputation, financial condition, results of operations, or cash flows.
We may not be able to increase our product prices enough to offset these increased costs. In addition, any increase in our product prices may reduce our future customer orders and profitability.
We may not be able to increase our product prices enough to offset these increased costs.
Expectations relating to environmental, social, and governance considerations expose the Company to potential liabilities, increased costs, reputational harm, and other adverse effects on the Company’s business.
Expectations relating to environmental, social, and governance considerations expose the Company to potential liabilities, increased costs, reputational harm, and other adverse effects on the Company’s business. Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance considerations relating to businesses, including climate change and greenhouse gas emissions, and human and civil rights.
Any delay in the implementation of these information systems could result in material adverse consequences, including disruption of operations, loss of information, and unanticipated increases in costs. We monitor and mitigate our exposure to cybersecurity issues and modify our systems when warranted, and we have implemented certain business continuity items including data backups at alternative sites.
We monitor and mitigate our exposure to cybersecurity issues and modify our systems when warranted, and we have implemented business continuity items including data backups at alternative sites, multi-factor authentication, regular risk assessment, and other cybersecurity safeguards.