−Removed: Risks, Uncertainties and Other Factors Specific to Our Company That May Affect Future Results
−Removed: T he COVID-19 pandemic has adversely impacted, and continues to pose risks to, our business, results of operations and financial condition, the nature and extent of which are highly uncertain and unpredictable.
+Added: Business and Strategic Risks
+Added: T he COVID-19 pandemic has adversely impacted, and continues to pose risks to, certain elements of our business, results of operations and financial condition, the nature and extent of which are highly uncertain and unpredictable.
Our global operations expose us to risks associated with public health crises, including epidemics and pandemics such as COVID-19.
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Moreover, these measures caused delays in installations and significantly impacted our ability to service our customers on site.
−Removed: If the COVID-19 pandemic continues or worsens, we may again experience a decline in sales activities and customer orders in certain of our businesses.
−Removed: Continuing travel restrictions, prolonged quarantines or other government orders in response to the pandemic may significantly impact our ability to support our sites and service customers in those locations.
−Removed: The COVID-19 pandemic has also impacted our supply chain as we experienced disruptions or delays in shipments of certain materials or components of our products.
−Removed: If the pandemic continues or worsens, our manufacturing facilities, our distribution centers where inventory is managed and the operations of our logistics and other service providers may be significantly impacted.
−Removed: Accordingly, COVID-19 has negatively affected our revenue growth in certain of our businesses.
−Removed: It is uncertain how materially COVID-19 will affect our global operations generally if these impacts persist, worsen or re-emerge over an extended period of time.
−Removed: The extent and duration of these impacts are dependent in part on customers returning to work and economic activity continuing to ramp up.
−Removed: The impact on our business also depends in part on the pace at which our customers resume non-COVID-19 related patient care and testing, as well as the timing of when research performed by laboratories and other institutions returns to normal levels.
−Removed: Additionally, the COVID-19 pandemic caused significant volatility and uncertainty in U.S.
+Added: The COVID-19 pandemic also impacted our supply chain as we experienced disruptions or delays in shipments of certain materials or components of our products.
+Added: While many of our customers have returned to work and economic activity continues to ramp up, we are unable to accurately predict the full extent and duration of the impact of the COVID-19 pandemic on our business and operations due to numerous uncertainties, including the duration and severity of the pandemic, the efficacy and distribution of vaccines and containment measures.
+Added: As COVID-19 conditions improved, there have been increases in demand for certain of our products, which posed challenges to our supply chain.
+Added: If there are supply shortages or delays and we are not able to meet increasing product demand, our results would be adversely affected.
+Added: Additionally, the COVID-19 pandemic caused significant volatility in U.S.
and international markets.
−Removed: A disruption of global financial markets or resulting economic downturn may reduce our ability to incur debt or access capital and increase the cost of doing so.
+Added: The impact of the pandemic may increase the possibility of uncertainty in the global financial markets, high inflation and extended economic downturn, which could reduce our ability to incur debt or access capital and impact our results and financial condition even after local conditions improve.
There are no assurances that the credit markets or the capital markets will be available to us in the future or that the lenders participating in our credit facilities will be able to provide financing in accordance with their contractual obligations.
−Removed: We cannot reasonably estimate the length or severity of the COVID-19 pandemic or the related response, or the extent to which the disruption may impact our business, financial position, results of operations and cash flows.
−Removed: Ultimately, the COVID-19 pandemic could have a material adverse impact on our business, financial position, results of operations and cash flows.
To the extent COVID-19 conditions improve, the duration and sustainability of any such improvements will be uncertain and continuing adverse impacts and/or the degree of improvement may vary dramatically by geography and by business.
−Removed: The actions we take in response to any improvements in conditions may also vary widely by geography and by business and will likely be made with incomplete information;
+Added: The actions we take in response to any improvements in conditions, such as our return-to-office plans, may also vary widely by geography and by business and will likely be made with incomplete information;
pose the risk that such actions may prove to be premature, incorrect or insufficient;
and could have a material, adverse impact on our business and results of operations.
+Added: President Biden has issued an Executive Order requiring federal employees and covered contractors to be vaccinated against COVID-19.
+Added: Additionally, on November 4, 2021, the U.S.
+Added: Department of Labor’s Occupational Safety and Health Administration (OSHA) issued a COVID-19 Vaccination and Testing Emergency Temporary Standard requiring all employers with 100 or more employees to ensure that their employees are fully vaccinated or tested for COVID-19 on at least a weekly basis.
+Added: Notwithstanding legal and timing uncertainties relating to these regulations, we have implemented requirements regarding mandatory vaccines for U.S.
+Added: based covered employees, subject to approved exemptions.
+Added: Additional vaccine and testing mandates may be announced in other jurisdictions in which we operate our business.
+Added: While it is not currently possible to predict with any certainty the exact impact the new regulations would have on us, our suppliers and our customers, the implementation of such government mandated vaccination or testing mandates may impact our ability to retain current employees and attract new employees and result in labor disruptions.
+Added: Further, implementation could also have similar consequences for our subcontractors, which may impact their ability to deliver the goods and services we need from them.
Our operating results and financial condition could be harmed if the markets into which we sell our products decline or do not grow as anticipated.
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Also, in such an environment, pricing pressures could intensify.
−Removed: Since a significant portion of our operating expenses is relatively fixed in nature due to sales,
−Removed: research and development and manufacturing costs, if we were unable to respond quickly enough these pricing pressures could further reduce our operating margins.
+Added: Since a significant portion of our operating expenses is relatively fixed in nature due to sales, research and development and manufacturing costs, if we were unable to respond quickly enough these pricing pressures could further reduce our operating margins.
If we do not introduce successful new products and services in a timely manner to address increased competition through frequent new product and service introductions, rapid technological changes and changing industry standards, our products and services may become obsolete, and our operating results may suffer.
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If demand for our products and services is adversely affected, our revenue and operating results would suffer.
+Added: Our business will suffer if we are not able to retain and hire key personnel.
+Added: Our future success depends partly on the continued service of our key research, engineering, sales, marketing, manufacturing, executive and administrative personnel.
+Added: If we fail to retain and hire a sufficient number of these personnel, we will not be able to maintain or expand our business.
+Added: The markets in which we operate are very dynamic, and our businesses continue to respond with reorganizations, workforce reductions and site closures.
+Added: We believe our pay levels are very competitive within the regions that we operate.
+Added: However, there is intense competition for certain highly technical specialties in geographic areas where we continue to recruit, and it may become more difficult to hire and retain our key employees.
Economic, political, foreign currency and other risks associated with international sales and operations could adversely affect our results of operations.
3 unchanged sentences
dollars for financial reporting purposes.
−Removed: Foreign currency movements for the year ended October 31, 2020 had an overall unfavorable impact on revenue of approximately 1 percentage point when compared to the same period last year.
−Removed: When movements in foreign currency exchange rates have a negative impact on revenue, they will also have a positive impact by reducing our costs and expenses.
+Added: Foreign currency movements for the year ended October 31, 2021 had an overall favorable impact on revenue of approximately 2 percentage points when compared to the same period last year.
+Added: When movements in foreign currency exchange rates have a positive impact on revenue, they will also have a negative impact by increasing our costs and expenses.
In addition, many of our employees, contract manufacturers, suppliers, job functions, outsourcing activities and manufacturing facilities are located outside the United States.
2 unchanged sentences
• changes in a specific country's or region's political, economic or other conditions;
−Removed: • changes in diplomatic and trade relationships, such as the United Kingdom's exit from the European Union and the increased uncertainty around its implementation caused by COVID-19, as well as, new tariffs, trade protection measures, import or export licensing requirements, new or different customs duties, trade embargoes and sanctions and other trade barriers;
+Added: • changes in diplomatic and trade relationships, as well as, new tariffs, trade protection measures, import or export licensing requirements, new or different customs duties, trade embargoes and sanctions and other trade barriers;
• tariffs imposed by the U.S.
on goods from other countries and tariffs imposed by other countries on U.S.
−Removed: goods, including the tariffs enacted and proposed by the U.S.
+Added: goods, including the tariffs enacted by the U.S.
government on various imports from China and by the Chinese government on certain U.S.
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Most of our accounting and tax processes including general accounting, cost accounting, accounts payable, accounts receivable and tax functions are centralized at locations in India and Malaysia.
−Removed: If conditions change in those countries, it may adversely affect operations, including impairing our ability to pay our suppliers and collect our receivables.
+Added: If economical, political, health or other conditions change in those countries, it may adversely affect operations, including impairing our ability to pay our suppliers and collect our receivables.
Our results of operations, as well as our liquidity, may be adversely affected and possible delays may occur in reporting financial results.
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Any of the above circumstances could have an adverse effect on our business and operating results and financial condition.
−Removed: Our business will suffer if we are not able to retain and hire key personnel.
−Removed: Our future success depends partly on the continued service of our key research, engineering, sales, marketing, manufacturing, executive and administrative personnel.
−Removed: If we fail to retain and hire a sufficient number of these personnel, we will not be able to maintain or expand our business.
−Removed: The markets in which we operate are very dynamic, and our businesses continue to respond with reorganizations, workforce reductions and site closures.
−Removed: We believe our pay levels are very competitive within the regions that we operate.
−Removed: However, there is intense competition for certain highly technical specialties in geographic areas where we continue to recruit, and it may become more difficult to hire and retain our key employees.
Our acquisitions, strategic investments and alliances, joint ventures, exiting of businesses and divestitures may result in financial results that are different than expected.
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Even if we are able to successfully integrate acquired businesses within Agilent, we may not be able to realize the revenue and other synergies and growth that we anticipated from the acquisition in the time frame that we expected, and the costs of achieving these benefits may be higher than what we expected.
−Removed: As a result, the acquisition and integration of acquired
−Removed: businesses may not contribute to our earnings as expected, we may not achieve our operating margin targets when expected, or at all, and we may not achieve the other anticipated strategic and financial benefits of such transactions.
+Added: As a result, the acquisition and integration of acquired businesses may not contribute to our earnings as expected, we may not achieve our operating margin targets when expected, or at all, and we may not achieve the other anticipated strategic and financial benefits of such transactions.
A successful divestiture depends on various factors, including our ability to effectively transfer liabilities, contracts, facilities and employees to the purchaser, identify and separate the intellectual property to be divested from the intellectual property that we wish to keep and reduce fixed costs previously associated with the divested assets or business.
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If we do not realize the expected benefits or synergies of such transactions, our consolidated financial position, results of operations, cash flows and stock price could be negatively impacted.
+Added: The impact of consolidation and acquisitions of competitors is difficult to predict and may harm our business.
+Added: The life sciences industry is intensely competitive and has been subject to increasing consolidation.
+Added: Consolidation in our industries could result in existing competitors increasing their market share through business combinations and result in stronger competitors, which could have a material adverse effect on our business, financial condition and results of operations.
+Added: We may not be able to compete successfully in increasingly consolidated industries and cannot predict with certainty how industry consolidation will affect our competitors or us.
+Added: Regulatory, Legal and Compliance Risks
If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results, which could lead to a loss of investor confidence in our financial statements and have an adverse effect on our stock price.
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Our customers and we are subject to various significant international, federal, state and local regulations, including but not limited to regulations in the areas of health and safety, packaging, product content, employment, labor and immigration, import/export controls, trade restrictions and anti-competition.
−Removed: In addition, a s a global organization, we are subject to data privacy and security laws, regulations, and customer-imposed controls in numerous jurisdictions as a result of having access to and processing confidential, personal, sensitive and/or patient health data in the course of our business.
−Removed: The EU's General Data Protection Regulation ("GDPR"), which became effective in May 2018, applies to all of our activities related to products and services that we offer to EU customers and workers.
−Removed: The GDPR established new requirements regarding the handling of personal data and includes significant penalties for non-compliance (including possible fines of up to 4 percent of total company revenue).
−Removed: Other governmental authorities around the world have passed or are considering similar types of legislative and regulatory proposals concerning data protection.
+Added: In addition, as a global organization, we are subject to data privacy and security laws, regulations, and customer-imposed controls in numerous jurisdictions as a result of having access to and processing confidential, personal, sensitive and/or patient health data in the course of our business.
+Added: Global privacy laws, including the EU's General Data Protection Regulation ("GDPR”), Brazil’s Lei Geral de Protecao de Dados, and the California
+Added: Consumer Privacy Act, apply to our activities involving the processing of personal data, both in relation to our product and service offerings and the management of our workforce.
+Added: The global proliferation of privacy laws, with governmental authorities around the world passing or considering passing legislative and regulatory proposals concerning privacy and data protection, continues to result in new requirements regarding the handling of personal data, with many such laws imposing significant penalties for non-compliance (including possible fines of up to four percent of total company revenue under the GDPR).
Each of these privacy, security and data protection laws and regulations could impose significant limitations and increase our cost of providing our products and services where we process end user personal data and could harm our results of operations and expose us to significant fines, penalties and other damages.
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Any significant change in these regulations could reduce demand for our products, force us to modify our products to comply with new regulations or increase our costs of producing these products.
−Removed: If demand for our products is adversely
−Removed: affected or our costs increase, our operating results and business would suffer.
+Added: If demand for our products is adversely affected or our costs increase, our operating results and business would suffer.
Our products and operations are also often subject to the rules of industrial standards bodies, like the International Standards Organization, as well as regulation by other agencies such as the FDA.
2 unchanged sentences
We are subject to extensive regulation by the FDA and certain similar foreign regulatory agencies, and failure to comply with such regulations could harm our reputation, business, financial condition and results of operations.
−Removed: A number of our products and services are subject to regulation by the FDA and certain similar foreign regulatory agencies.
+Added: A number of our products and services are subject to regulation by the FDA, the U.S.
+Added: Department of Health and Human Services, the Centers for Medicare & Medicaid Services and certain similar foreign regulatory agencies.
In addition, a number of our products and services may in the future be subject to regulation by the FDA and certain similar foreign regulatory agencies.
These regulations govern a wide variety of product and service-related activities, from quality management, design and development to labeling, manufacturing, promotion, sales and distribution.
−Removed: If we or any of our suppliers or distributors fail to comply with FDA and other applicable regulatory requirements or are perceived to potentially have failed to comply, we may face, among other things, warning letters;
+Added: In addition, we are subject to inspections by these and other regulatory authorities.
+Added: If we or any of our suppliers, distributors or customers fail to comply with FDA and other applicable regulatory requirements or are perceived to potentially have failed to comply, we may face, among other things, warning letters;
adverse publicity affecting both us and our customers;
−Removed: investigations or notices of non-compliance, fines, injunctions, and civil penalties;
+Added: investigations or notices of non-compliance, fines, injunctions, and civil or criminal penalties;
import or export restrictions;
partial suspensions or total shutdown of production facilities or the imposition of operating restrictions;
−Removed: increased difficulty in obtaining required FDA clearances or approvals or foreign equivalents;
+Added: suspension or revocation of our license to operate, increased difficulty in obtaining required FDA clearances or approvals or foreign equivalents;
seizures or recalls of our products or those of our customers;
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These new regulations are more stringent in a variety of areas, including clinical requirements, quality systems and post-market surveillance activities.
−Removed: We will have until May 2022 to meet the new EU IVDR requirements.
+Added: The new EU IVDR requirements become effective in May 2022.
Failure to meet these requirements could adversely impact our business in the EU and other regions that tie their product registrations to the EU requirements.
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We also rely on our suppliers to adhere to our supplier standards of conduct, and material violations of such standards of conduct could occur that could have a material effect on our business, reputation and financial statements.
−Removed: Our retirement and post retirement pension plans are subject to financial market risks that could adversely affect our future results of operations and cash flows.
−Removed: We have significant retirement and post retirement pension plan assets and obligations.
−Removed: The performance of the financial markets and interest rates impact our plan expenses and funding obligations.
−Removed: Significant decreases in market interest rates, decreases in the fair value of plan assets and investment losses on plan assets will increase our funding obligations and adversely impact our results of operations and cash flows.
−Removed: The impact of consolidation and acquisitions of competitors is difficult to predict and may harm our business.
−Removed: The life sciences industry is intensely competitive and has been subject to increasing consolidation.
−Removed: Consolidation in our industries could result in existing competitors increasing their market share through business combinations and result in stronger competitors, which could have a material adverse effect on our business, financial condition and results of operations.
−Removed: We may not be able to compete successfully in increasingly consolidated industries and cannot predict with certainty how industry consolidation will affect our competitors or us.
−Removed: If we are unable to successfully manage the consolidation and streamlining of our manufacturing operations, we may not achieve desired efficiencies, and our ability to deliver products to our customers could be disrupted.
−Removed: Although we utilize manufacturing facilities throughout the world, we have consolidated, and may further consolidate, our manufacturing operations to certain of our plants to achieve efficiencies and gross margin improvements.
−Removed: Additionally, we typically consolidate the production of products from our acquisitions into our supply chain and manufacturing processes, which are technically complex and require expertise to operate.
−Removed: If we are unable to establish processes to efficiently and effectively produce high quality products in the consolidated locations, we may not achieve the anticipated synergies and production may be disrupted, which could adversely affect our business and operating results.
−Removed: Our operating results may suffer if our manufacturing capacity does not match the demand for our products.
−Removed: Because we cannot immediately adapt our production capacity and related cost structures to rapidly changing market conditions, when demand does not meet our expectations, our manufacturing capacity may exceed our production requirements.
−Removed: If during an economic downturn we had excess manufacturing capacity, then our fixed costs associated with excess manufacturing capacity would adversely affect our gross margins and operating results.
−Removed: If, during a general market upturn or an upturn in one of our segments, we cannot increase our manufacturing capacity to meet product demand, we may not be able to fulfill orders in a timely manner which could lead to order cancellations, contract breaches or indemnification obligations.
−Removed: This inability could materially and adversely limit our ability to improve our results.
−Removed: Dependence on contract manufacturing and outsourcing other portions of our supply chain, including logistics and third-party package delivery services, may adversely affect our ability to bring products to market and damage our reputation.
−Removed: Dependence on outsourced information technology and other administrative functions may impair our ability to operate effectively.
−Removed: As part of our efforts to streamline operations and to manage costs, we outsource aspects of our manufacturing processes and other functions and continue to evaluate additional outsourcing.
−Removed: If our contract manufacturers or other outsourcers fail to perform their obligations in a timely manner or at satisfactory quality levels, our ability to bring products to market and our reputation could suffer.
−Removed: For example, during a market upturn, our contract manufacturers may be unable to meet our demand requirements, which may preclude us from fulfilling our customers' orders on a timely basis.
−Removed: The ability of these manufacturers to perform is largely outside of our control.
−Removed: If one or more of the third-party package delivery providers experiences a significant disruption in services or institutes a significant price increase, we may have to seek alternative providers, our costs could increase, and the delivery of our products could be prevented or delayed.
−Removed: Additionally, changing or replacing our contract manufacturers, logistics providers or other outsourcers could cause disruptions or delays.
−Removed: In addition, we outsource significant portions of our information technology ("IT") and other administrative functions.
−Removed: Since IT is critical to our operations, any failure to perform on the part of our IT providers could impair our ability to operate effectively.
−Removed: In addition to the risks outlined above, problems with manufacturing or IT outsourcing could result in lower revenue and unexecuted efficiencies and impact our results of operations and our stock price.
Environmental contamination from past and ongoing operations could subject us to substantial liabilities.
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Although we are indemnified for liability relating to the required remediation at some of those properties, we may be subject to liability if these indemnification obligations are not fulfilled.
−Removed: In other cases, we have agreed to indemnify the current owners of certain properties for liabilities related to contamination, including companies with which we have previously been affiliated such as HP, Inc., Hewlett-Packard Enterprise (formerly Hewlett-Packard Company) and Varian Medical Systems, Inc.
−Removed: Further, other properties we have previously owned or leased at which we have operated in the past, or for which we have otherwise contractually assumed, or provided indemnities for, certain actual or contingent environmental liabilities may or do require remediation.
+Added: In other cases, we have agreed to indemnify the current owners of certain properties for liabilities related to contamination, including companies with which we have previously been affiliated such as HP, Inc., Hewlett-Packard Enterprise (formerly Hewlett-Packard Company) and Siemens Healthineers (formerly Varian Medical Systems, Inc.) Further, other properties we have previously owned or leased at which we have operated in the past, or for which we have otherwise contractually assumed, or provided indemnities for, certain actual or contingent environmental liabilities may or do require remediation.
While we are not aware of any material liabilities associated with any potential environmental contamination at any of those properties or facilities, we may be exposed to material liability if environmental contamination at material levels is found to exist.
1 unchanged sentence
Any significant costs or liabilities could have an adverse effect on results of operations.
−Removed: Our current and historical manufacturing processes and operations involve, or have involved, the use of certain substances regulated under various foreign, federal, state and local environment protection and health and safety laws and regulations.
+Added: We are subject to environmental laws and regulations that expose us to a number of risks and could result in significant liabilities and costs.
+Added: Our current and historical manufacturing and research and development processes and facilities are subject to various foreign, federal, state and local environment protection and health and safety laws and regulations.
As a result, we may become subject to liabilities for environmental contamination, and these liabilities may be substantial.
Although our policy is to apply strict standards for environmental protection and health and safety at our sites inside and outside the United States, we may not be aware of all conditions that could subject us to liability.
−Removed: Further, in the event that any future climate change legislation would require that stricter standards be imposed by domestic or international environmental regulatory authorities, we may be required to make certain changes and adaptations to our manufacturing processes.
−Removed: Failure to comply with these environmental protection and health and safety laws and regulations could result in civil, criminal, regulatory, administrative or contractual sanction, including fines, penalties or suspensions.
+Added: Further, in the event that any future climate change legislation would require that stricter standards be imposed by domestic or international environmental regulatory authorities, we may be required to make certain changes and adaptations to our manufacturing processes and facilities.
+Added: We cannot predict how changes will affect our business operations or the cost of compliance to us, our customers or our suppliers.
+Added: Failure to comply with these environmental protection and health and safety laws and regulations could result in civil, criminal, regulatory, administrative or contractual sanction, including fines, penalties or suspensions, restrictions on our operations and reputational damage.
If we have any violations of, or incur liabilities pursuant to these laws or regulations, our financial condition and operating results could be adversely affected.
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Our intellectual property portfolio may not be useful in asserting a counterclaim, or negotiating a license, in response to a claim of intellectual property infringement.
−Removed: In certain of our businesses, we rely on third-party intellectual
−Removed: property licenses, and we cannot ensure that these licenses will continue to be available to us in the future or can be expanded to cover new products on favorable terms or at all.
+Added: In certain of our businesses, we rely on third-party intellectual property licenses, and we cannot ensure that these licenses will continue to be available to us in the future or can be expanded to cover new products on favorable terms or at all.
Third parties may infringe our intellectual property, and we may suffer competitive injury or expend significant resources enforcing our rights.
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Furthermore, some of our intellectual property is licensed to others which may allow them to compete with us using that intellectual property.
+Added: We are subject to evolving corporate governance and public disclosure expectations and regulations that impact compliance costs and risks of noncompliance.
+Added: We are subject to changing rules and regulations promulgated by a number of governmental and self-regulatory organizations, including the SEC and NYSE, as well as evolving investor expectations around corporate governance and environmental and social practices and disclosures.
+Added: These rules and regulations continue to evolve in scope and complexity, and many new requirements have been created in response to laws enacted by the U.S.
+Added: and foreign governments, making
+Added: compliance more difficult and uncertain.
+Added: The increase in costs to comply with such evolving expectations, rules and regulations, as well as any risk of noncompliance, could adversely impact us.
+Added: Regulations related to “conflict minerals” may cause us to incur additional expenses and could limit the supply and increase the cost of certain metals used in manufacturing our products.
+Added: We are subject to the rules of the SEC which require disclosures by public companies of specified minerals, known as conflict minerals, that are necessary to the functionality or production of products manufactured or contracted to be manufactured.
+Added: The rule, which requires an annual disclosure report to be filed with the SEC by May 31st of each year, requires companies to perform due diligence, disclose and report whether or not such minerals originate from the Democratic Republic of Congo or an adjoining country.
+Added: Our ongoing implementation of these rules could affect sourcing at competitive prices and availability in sufficient quantities of certain minerals used in the manufacture of our products, including tin, tantalum, gold and tungsten.
+Added: The number of suppliers who provide conflict-free minerals may be limited.
+Added: In addition, there may be material costs associated with complying with the disclosure requirements, such as costs related to the due diligence process of determining the source of certain minerals used in our products, as well as costs of possible changes to products, processes, or sources of supply as a consequence of such verification activities.
+Added: As our supply chain is complex and we use contract manufacturers for some of our products, we may not be able to sufficiently verify the origins of the relevant minerals used in our products through the due diligence procedures that we implement, which may harm our reputation.
+Added: We may also encounter challenges to satisfy those customers who require that all of the components of our products be certified as conflict-free, which could place us at a competitive disadvantage if we are unable to do so.
+Added: Operational Risks
+Added: If we are unable to successfully manage the consolidation and streamlining of our manufacturing operations, we may not achieve desired efficiencies, and our ability to deliver products to our customers could be disrupted.
+Added: Although we utilize manufacturing facilities throughout the world, we have consolidated, and may further consolidate, our manufacturing operations to certain of our plants to achieve efficiencies and gross margin improvements.
+Added: Additionally, we typically consolidate the production of products from our acquisitions into our supply chain and manufacturing processes, which are technically complex and require expertise to operate.
+Added: If we are unable to establish processes to efficiently and effectively produce high quality products in the consolidated locations, we may not achieve the anticipated synergies and production may be disrupted, which could adversely affect our business and operating results.
+Added: Our operating results may suffer if our manufacturing capacity does not match the demand for our products.
+Added: Because we cannot immediately adapt our production capacity and related cost structures to rapidly changing market conditions, when demand does not meet our expectations, our manufacturing capacity may exceed our production requirements.
+Added: If during an economic downturn we had excess manufacturing capacity, then our fixed costs associated with excess manufacturing capacity would adversely affect our gross margins and operating results.
+Added: If, during a general market upturn or an upturn in one of our segments, we cannot increase our manufacturing capacity to meet product demand, we may not be able to fulfill orders in a timely manner which could lead to order cancellations, contract breaches or indemnification obligations.
+Added: This inability could materially and adversely limit our ability to improve our results.
+Added: Dependence on contract manufacturing and outsourcing other portions of our supply chain, including logistics and third-party package delivery services, may adversely affect our ability to bring products to market and damage our reputation.
+Added: Dependence on outsourced information technology and other administrative functions may impair our ability to operate effectively.
+Added: As part of our efforts to streamline operations and to manage costs, we outsource aspects of our manufacturing processes and other functions and continue to evaluate additional outsourcing.
+Added: If our contract manufacturers or other outsourcers fail to perform their obligations in a timely manner or at satisfactory quality levels, our ability to bring products to market and our reputation could suffer.
+Added: For example, during a market upturn, our contract manufacturers may be unable to meet our demand requirements, which may preclude us from fulfilling our customers' orders on a timely basis.
+Added: The ability of these manufacturers to perform is largely outside of our control.
+Added: If one or more of the third-party package delivery providers experiences a significant disruption in services or institutes a significant price increase, we may have to seek alternative providers, our costs could increase, and the delivery of our products could be prevented or delayed.
+Added: Additionally, changing or replacing our contract manufacturers, logistics providers or other outsourcers could cause disruptions or delays.
+Added: In addition, we outsource significant portions of our information technology ("IT") and other administrative functions.
+Added: Since IT is critical to our operations, any failure to perform on the part of our IT providers could impair our ability to operate effectively.
+Added: In addition to the risks outlined
+Added: above, problems with manufacturing or IT outsourcing could result in lower revenue and unexecuted efficiencies and impact our results of operations and our stock price.
+Added: If we suffer a loss to our factories, facilities or distribution system due to catastrophe, our operations could be seriously harmed.
+Added: Our factories, facilities and distribution system are subject to catastrophic loss due to fire, flood, terrorism, public health crises, increasing severity or frequency of extreme weather events, or other climate-change related risks.
+Added: For example, in the first quarter of fiscal year 2020, the outbreak of COVID-19 in China led to an extension of the Lunar New Year holiday, which adversely impacted our business and results, reduced the number of selling days and otherwise impacted our supply chain.
+Added: In addition, several of our facilities could be subject to a catastrophic loss caused by earthquake due to their locations.
+Added: Our production facilities, headquarters and laboratories in California, and our production facilities in Japan, are all located in areas with above-average seismic activity.
+Added: If any of our facilities were to experience a catastrophic loss, it could disrupt our operations, delay production, shipments and revenue and result in large expenses to repair or replace the facility.
+Added: If such a disruption were to occur, we could breach agreements, our reputation could be harmed, and our business and operating results could be adversely affected.
+Added: In addition, because we have consolidated our manufacturing facilities and we may not have redundant manufacturing capability readily available, we are more likely to experience an interruption to our operations in the event of a catastrophe in any one location.
+Added: Although we carry insurance for property damage and business interruption, we do not carry insurance or financial reserves for interruptions or potential losses arising from earthquakes or terrorism.
+Added: Also, our third-party insurance coverage will vary from time to time in both type and amount depending on availability, cost and our decisions with respect to risk retention.
+Added: Economic conditions and uncertainties in global markets may adversely affect the cost and other terms upon which we are able to obtain third-party insurance.
+Added: If our third-party insurance coverage is adversely affected or to the extent we have elected to self-insure, we may be at a greater risk that our financial condition will be harmed by a catastrophic loss.
+Added: If we experience a significant disruption in, or breach in security of, our information technology systems, or if we fail to implement new systems and software successfully, our business could be adversely affected.
+Added: We rely on several centralized information technology systems throughout our company to provide products and services, keep financial records, process orders, manage inventory, process shipments to customers and operate other critical functions.
+Added: Our information technology systems may be susceptible to damage, disruptions or shutdowns due to power outages, hardware failures, computer viruses, attacks by computer hackers, telecommunication failures, user errors, catastrophes or other unforeseen events.
+Added: For example, in December 2020 it was widely reported that SolarWinds, an information technology company, was the subject of a cyberattack that created security vulnerabilities for thousands of its clients.
+Added: We identified an impacted SolarWinds server and promptly took steps to contain and remediate the incidents.
+Added: While we believe that there were no disruptions to our operations as a result of this attack, other similar attacks could have a significant negative impact on our systems and operations.
+Added: Our information technology systems also may experience interruptions, delays or cessations of service or produce errors in connection with system integration, software upgrades or system migration work that takes place from time to time.
+Added: If we were to experience a prolonged system disruption in the information technology systems that involve our interactions with customers or suppliers, it could result in the loss of sales and customers and significant incremental costs, which could adversely affect our business.
+Added: In addition, security breaches of our information technology systems could result in the misappropriation or unauthorized disclosure of confidential information belonging to us or to our employees, partners, customers or suppliers, which could result in our suffering significant financial or reputational damage.
+Added: Financial and Tax Risks
+Added: Our retirement and post retirement pension plans are subject to financial market risks that could adversely affect our future results of operations and cash flows.
+Added: We have significant retirement and post retirement pension plan assets and obligations.
+Added: The performance of the financial markets and interest rates impact our plan expenses and funding obligations.
+Added: Significant decreases in market interest rates, decreases in the fair value of plan assets and investment losses on plan assets will increase our funding obligations and adversely impact our results of operations and cash flows.
Changes in tax laws, unfavorable resolution of tax examinations, or exposure to additional tax liabilities could have a material adverse effect on our results of operations, financial condition and liquidity.
3 unchanged sentences
or Singapore could materially impact our effective tax rate and could have a significant adverse impact on our financial results.
−Removed: Tax Cuts and Job Act ("the Tax Act") significantly changed the taxation of U.S.
−Removed: based multinational corporations.
−Removed: Our compliance with the Tax Act requires the use of estimates in our financial statements and exercise of significant judgment in accounting for its provisions.
−Removed: The implementation of the Tax Act requires interpretations and implementing regulations by the Internal Revenue Service ("IRS"), as well as state tax authorities.
−Removed: The legislation could be subject to potential amendments and technical corrections, any of which could materially lessen or increase certain adverse impacts of the legislation.
−Removed: As regulations and guidance evolve with respect to the Tax Act, and as we gather information and perform more analysis, our results may differ from previous estimates and may materially affect our financial position.
We are also subject to examinations of our tax returns by tax authorities in various jurisdictions around the world.
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We benefit from tax incentives extended to our foreign subsidiaries to encourage investment or employment.
−Removed: Several jurisdictions have granted us tax incentives which require renewal at various times in the future.
+Added: Singapore has granted us tax incentives which require renewal at various times in the future.
The incentives are conditioned on achieving various thresholds of investments and employment or specific types of income.
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We are party to a $1.35 billion five-year unsecured credit facility that will expire on March 13, 2024.
−Removed: As of October 31, 2020, the company had no borrowings outstanding under the credit facility.
−Removed: On August 7, 2019, we entered into an amendment to the credit agreement, which provided for a $500 million short-term loan facility that was used in full to complete the acquisition of BioTek and was repaid in full as of October 31, 2020.
−Removed: On October 21, 2019, we entered into a second amendment to the credit agreement, which refreshed the amount available for additional incremental term loan facilities under the credit agreement to permit additional incremental facilities of up to $500 million.
−Removed: We had no borrowings under the additional incremental facilities as of October 31, 2020.
−Removed: On May 1, 2020, we entered into a new $1.0 billion commercial paper program, and as of October 31, 2020 we had $75 million of commercial paper outstanding.
−Removed: We also have outstanding an aggregate principal amount of $2.3 billion in senior unsecured notes.
+Added: Furthermore, we are permitted pursuant to the credit agreement to establish incremental facilities of up to $500 million.
+Added: As of October 31, 2021, we had no borrowings outstanding under the credit facility and we had no borrowings under the incremental facilities.
+Added: On June 18, 2021, we increased the maximum amount of our commercial paper program to $1.35 billion.
+Added: As of October 31, 2021 , we had no borrowings outstanding under our U.S.
+Added: commercial paper program.
+Added: We also currently have outstanding an aggregate principal amount of $2.7 billion in senior unsecured notes.
We may borrow additional amounts in the future and use the proceeds from any future borrowing for general corporate purposes, future acquisitions, expansion of our business or repurchases of our outstanding shares of common stock.
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If we breach any of the covenants and do not obtain a waiver from the lenders or noteholders, then, subject to applicable cure periods, our outstanding indebtedness could be declared immediately due and payable.
−Removed: If we suffer a loss to our factories, facilities or distribution system due to catastrophe, our operations could be seriously harmed.
−Removed: Our factories, facilities and distribution system are subject to catastrophic loss due to fire, flood, terrorism, public health crises, increasing severity or frequency of extreme weather events, or other natural or man-made disasters.
−Removed: For example, in the first quarter of fiscal year 2020, the outbreak of COVID-19 in China led to an extension of the Lunar New Year holiday, which impacted our business and results, reduced the number of selling days and otherwise impacted our supply chain.
−Removed: As described above, the COVID-19 pandemic continued to impact our business operations, supply chain and financial results and may have a material adverse effect on our business and results of operations.
−Removed: In addition, several of our facilities could be subject to a catastrophic loss caused by earthquake due to their locations.
−Removed: Our production facilities, headquarters and laboratories in California, and our production facilities in Japan, are all located in areas with above-average seismic activity.
−Removed: If any of our facilities were to experience a catastrophic loss, it could disrupt our operations, delay production, shipments and revenue and result in large expenses to repair or replace the facility.
−Removed: If such a disruption were to occur, we could breach agreements, our reputation could be harmed, and our business and operating results could be adversely affected.
−Removed: In addition, because we have consolidated our manufacturing facilities and we may not have redundant manufacturing capability readily available, we are more likely to experience an interruption to our operations in the event of a catastrophe in any one location.
−Removed: Although we carry insurance for property damage and business interruption, we do not carry insurance or financial reserves for interruptions or potential losses arising from earthquakes or terrorism.
−Removed: Also, our third-party insurance coverage will vary from time to time in both type and amount depending on availability, cost and our decisions with respect to risk retention.
−Removed: Economic conditions and uncertainties in global markets may adversely affect the cost and other terms upon which we are able to obtain third-party insurance.
−Removed: If our third-party insurance coverage is adversely affected or to the extent we have elected to self-insure, we may be at a greater risk that our financial condition will be harmed by a catastrophic loss.
−Removed: If we experience a significant disruption in, or breach in security of, our information technology systems, or if we fail to implement new systems and software successfully, our business could be adversely affected.
−Removed: We rely on several centralized information technology systems throughout our company to provide products and services, keep financial records, process orders, manage inventory, process shipments to customers and operate other critical functions.
−Removed: Our information technology systems may be susceptible to damage, disruptions or shutdowns due to power outages, hardware failures, computer viruses, attacks by computer hackers, telecommunication failures, user errors, catastrophes or other unforeseen events.
−Removed: Our information technology systems also may experience interruptions, delays or cessations of service or produce errors in connection with system integration, software upgrades or system migration work that takes place from time to time.
−Removed: If we were to experience a prolonged system disruption in the information technology systems that involve our interactions with customers or suppliers, it could result in the loss of sales and customers and significant incremental costs, which could adversely affect our business.
−Removed: In addition, security breaches of our information technology systems could result in the misappropriation or unauthorized disclosure of confidential information belonging to us or to our employees, partners, customers or suppliers, which could result in our suffering significant financial or reputational damage.
We cannot assure that we will continue to pay dividends on our common stock.
2 unchanged sentences
A change in our dividend program could have an adverse effect on the market price of our common stock.
−Removed: General Risks
Adverse conditions in the global banking industry and credit markets may adversely impact the value of our cash investments or impair our liquidity.
2 unchanged sentences
Any failure of our counterparty financial institutions or funds in which we have invested may adversely impact our cash and cash equivalent positions and, in turn, our operating results and financial condition.
−Removed: Regulations related to “conflict minerals” may cause us to incur additional expenses and could limit the supply and increase the cost of certain metals used in manufacturing our products.
−Removed: We are subject to the rules of the SEC which require disclosures by public companies of specified minerals, known as conflict minerals, that are necessary to the functionality or production of products manufactured or contracted to be manufactured.
−Removed: The rule, which requires an annual disclosure report to be filed with the SEC by May 31st of each year, requires companies to perform due diligence, disclose and report whether or not such minerals originate from the Democratic Republic of Congo or an adjoining country.
−Removed: Our ongoing implementation of these rules could affect sourcing at competitive prices and availability in sufficient quantities of certain minerals used in the manufacture of our products, including tin, tantalum, gold and tungsten.
−Removed: The number of suppliers who provide conflict-free minerals may be limited.
−Removed: In addition, there may be material costs associated with complying with the disclosure requirements, such as costs related to the due diligence process of determining the source of certain minerals used in our products, as well as costs of possible changes to products, processes, or sources of supply as a consequence of such verification activities.
−Removed: As our supply chain is complex and we use contract manufacturers for some of our products, we may not be able to sufficiently verify the origins of the relevant minerals used in our products through the due diligence procedures that we implement, which may harm our reputation.
−Removed: We may also encounter challenges to satisfy those customers who require that all of the components of our products be certified as conflict-free, which could place us at a competitive disadvantage if we are unable to do so.
Unresolved Staff Comments
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.