66 unchanged sentences
We have incurred costs and may incur significant additional costs in order to implement the security measures we feel are appropriate to protect our IT systems.
+Added: See Item 1C, “Cybersecurity.”
When the networks of our business partners are comprised, this also raises risks regarding payments and orders.
6 unchanged sentences
Increased imports of products similar to those manufactured by us in the United States could materially and adversely affect our business, financial position, results of operations or cash flows.
+Added: Contracts for global mega projects are complex and often include risk profiles greater than those of our usual product sales.
+Added: Our products can be assembled into interconnected skids to support plant operations and such assemblies have become accepted and used in the designs and construction of large scale manufacturing plants and data centers.
+Added: The scale of these projects can push our products and services to over tens of millions of dollars or more.
+Added: Supplying these complex assemblies poses unique challenges, which if not carefully discharged could subject us to warranty, indemnity and other contract obligations that could have a material affect on our results of operations.
We are directly and indirectly subject to legislative and regulatory changes that may affect demand for our products.
−Removed: The markets for certain of our products are influenced by federal, state, local and international governmental regulations, trade policies and trade groups (such as the CHIPS and Science Act of 2022, the inflation Reduction Act of 2022, other infrastructure legislation, Buy America regulations, American Recovery and Reinvestment Act of 2009, Underwriters Laboratories, National Electrical Code and American Society of Mechanical Engineers) as well as other policies, including those imposed on the non-residential construction industry (such as the National Electrical Code and corresponding state and local laws based on the National Electrical Code).
+Added: The markets for certain of our products are influenced by federal, state, local and international governmental regulations, trade policies and trade groups (such as the CHIPS and Science Act of 2022, the Inflation Reduction Act of 2022 (the “IRA”), other infrastructure legislation, Buy America regulations, American Recovery and Reinvestment Act of 2009, Underwriters Laboratories, National Electrical Code and American Society of Mechanical Engineers) as well as other policies, including those imposed on the non-residential construction industry (such as the National Electrical Code and corresponding state and local laws based on the National Electrical Code).
These regulations and policies are subject to change.
8 unchanged sentences
Although weather patterns affect our operating results throughout the year, adverse weather historically has reduced construction activity in our first and second fiscal quarters as construction activity declines due to inclement weather, frozen ground and shorter daylight hours.
−Removed: In contrast, our highest volume of net sales historically has occurred in our third and fourth fiscal quarters.
+Added: In contrast, our
+Added: highest volume of net sales historically has occurred in our third and fourth fiscal quarters.
If hurricanes, severe storms, floods, other natural disasters or similar events occur in the geographic regions in which we or our suppliers operate or through which deliveries must travel, our results of operations may be adversely affected.
+Added: Labor disputes, increased labor costs or work stoppages could adversely affect our operations and impair our financial performance.
+Added: As of September 30, 2024, approximately 20% of our domestic and international employees were represented with a collective bargaining agreement by labor unions.
+Added: Several collective bargaining agreements to which the Company is a party, including the agreement covering the Company’s production in Harvey, Illinois, will expire in 2024.
+Added: Work stoppages or production interruptions could occur at our facilities or our suppliers’ facilities.
+Added: Such disputes may arise under existing collective bargaining agreements with labor unions or in connection with negotiations of new collective bargaining agreements, as a result of supplier financial distress or for other reasons.
+Added: Any amendments to existing collective bargaining agreements, or the implementation of new collective bargaining agreements, could result in increased labor costs.
+Added: Any organizing efforts, significant work stoppages or increases in labor costs could materially and adversely affect our business, financial position, results of operations or cash flows.
+Added: See Item 1, “Business Human Capital Resources.”
+Added: Our business requires skilled labor, and we may be unable to attract and retain qualified employees.
+Added: The Company’s success is dependent on our employees, so it’s critical that we continue to attract and retain talent.
+Added: To accomplish this, the Company needs to offer a total rewards package that includes competitive benefits and pay, reflecting our long-term commitment to the well-being of our employees.
+Added: Efforts to attract talent to fill open roles in light of recent constrained labor availability may take more time than in the past and may cost the Company significantly more than in recent years.
+Added: Moreover, the constrained labor conditions may mean that retention of existing talent may require significant additional pay and incentives.
We have incurred and continue to incur significant costs to comply with current and future environmental and health and safety laws and regulations, and our operations expose us to the risk of material environmental and health and safety laws liability.
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The majority of our net sales are facilitated through the extension of credit to our customers, and a significant asset included in our working capital is accounts receivable from customers.
+Added: September 30, 2024, Sonepar USA represented 17% and CED National represented 11% of the Company’s accounts receivable, with no significant amounts past due.
As of September 30, 2023, Sonepar USA represented 14% and CED National represented 11% of the Company’s accounts receivable with no significant amounts past due.
−Removed: As of September 30, 2022, one customer, CED National represented 10% of the Company’s accounts receivable, with no significant amounts past due.
−Removed: For fiscal 2023, one customer, Sonepar USA accounted for more than 10% of sales, for fiscal 2022 and 2021, no single customer accounted for more than 10% of sales.
+Added: For fiscal 2023, one customer, Sonepar USA accounted for more than 10% of sales, for fiscal 2022, no single customer accounted for more than 10% of sales.
See Note 17, “Segment Information” to the accompanying consolidated financial statements included elsewhere in this Annual Report.
7 unchanged sentences
A decrease in liquidity could, among other things, limit our flexibility, including our ability to make capital expenditures and to complete acquisitions that we have identified, thereby materially and adversely affecting our business, financial position, results of operations and cash flows.
+Added: We may be required to recognize goodwill, intangible assets or other long-lived asset impairment charges.
+Added: As of September 30, 2024, we had goodwill of $314.0 million, intangible assets of $340.4 million, and other long-lived assets of $832.7 million.
+Added: Goodwill and indefinite-lived intangible assets are not amortized and are subject to impairment testing at least annually.
+Added: Future events, such as declines in our cash flow projections or customer demand, may cause impairments of our goodwill or long-lived assets based on factors such as the price of our common stock, projected cash flows, assumptions used or other variables.
+Added: In addition, if we divest long-lived assets at prices below their asset value, we must write them down to fair value resulting in long-lived asset impairment charges, which could adversely affect our financial position or results of operations.
+Added: See Note 12, “Goodwill and Intangible Assets” to the accompanying consolidated financial statements included elsewhere in this Annual Report.
+Added: We cannot accurately predict the amount and timing of any impairment of assets, and we may be required to recognize goodwill or other asset impairment charges which could materially and adversely affect our results of operations.
+Added: Financial Statements and Supplementary Data”.
+Added: The nature of our business exposes us to product liability, construction defect and warranty claims and litigation as well as other legal proceedings, which could materially and adversely affect our business, financial position, results of operations or cash flows.
+Added: We are exposed to construction defect and product liability claims relating to our various products if our products do not meet customer expectations.
+Added: Such claims and liabilities may arise out of the quality of raw materials or component parts we purchase from third-party suppliers, over which we do not have direct control, or due to our fabrication, assembly, or damage in shipment of our products.
+Added: In addition, we warrant certain of our products to be free of certain defects and could incur costs related to paying warranty claims in connection with defective products.
+Added: We cannot assure you that we will not experience material losses or that we will not incur significant costs to defend or pay for such claims.
+Added: While we currently maintain insurance coverage to address a portion of these types of liabilities, we cannot make assurances that we will be able to obtain such insurance on acceptable terms in the future, if at all, or that any such insurance will provide adequate coverage against potential claims.
+Added: Further, while we intend to seek indemnification against potential liability for product liability claims from relevant parties, we cannot guarantee that we will be able to recover under any such indemnification agreements.
+Added: Any claims that result in liability exceeding our insurance coverage and rights to indemnification by third parties could materially and adversely affect our business, financial position, results of operations or cash flows.
+Added: Product liability claims can be expensive to defend and can divert the attention of management and other personnel for significant time periods, regardless of the ultimate outcome.
+Added: See Note 15, “Commitments and Contingencies” to the accompanying consolidated financial statements included elsewhere in this Annual Report.
+Added: An unsuccessful product liability defense could be highly costly and accordingly result in a decline in revenues and profitability.
+Added: From time to time, we are also involved in government inquiries and investigations, as well as consumer, employment, tort proceedings and other litigation.
+Added: We cannot predict with certainty the outcomes of these legal proceedings and other contingencies.
+Added: The outcome of some of these legal proceedings and other contingencies could require us to take actions which would adversely affect our operations or could require us to pay substantial amounts of money.
+Added: Additionally, defending against these lawsuits and proceedings may involve significant expense and diversion of management’s attention and resources from other matters.
Widespread public health conditions including pandemics could have a material adverse impact on our business, financial position, results of operations and cash flows.
10 unchanged sentences
Climate-related events have the potential to disrupt our business, including the business of our suppliers and customers, and may cause us to experience higher attrition, and additional costs to resume operations.
−Removed: Labor disputes, increased labor costs or work stoppages could adversely affect our operations and impair our financial performance.
−Removed: As of September 30, 2023, approximately 18% of our domestic and international employees were represented with a collective bargaining agreement by labor unions.
−Removed: Several collective bargaining agreements to which the Company is a party, including the agreement covering the Company’s production in Harvey, Illinois, will expire in 2024.
−Removed: Work stoppages or production interruptions could occur at our facilities or our suppliers’ facilities.
−Removed: Such disputes may arise under existing collective bargaining agreements with labor unions or in connection with negotiations of new collective bargaining agreements, as a result of supplier financial distress or for other reasons.
−Removed: Any amendments to existing collective bargaining agreements, or the implementation of new collective bargaining agreements, could result in increased labor costs.
−Removed: Any organizing efforts, significant work stoppages or increases in labor costs could materially and adversely affect our business, financial position, results of operations or cash flows.
−Removed: See Item 1, “Business—Human Capital Resources.”
−Removed: Our business requires skilled labor, and we may be unable to attract and retain qualified employees.
−Removed: The Company’s success is dependent on our employees, so it’s critical that we continue to attract and retain talent.
−Removed: To accomplish this, the Company needs to offer a total rewards package that includes competitive benefits and pay, reflecting our long-term commitment to the well-being of our employees.
−Removed: Efforts to attract talent to fill open roles in light of recent constrained labor availability may take more time than in the past and may cost the Company significantly more than in recent years.
−Removed: Moreover, the constrained labor conditions may mean that retention of existing talent may require significant additional pay and incentives.
+Added: Concern over climate change has led to legislative and regulatory initiatives across various jurisdictions in which we operate.
+Added: For example, proposals that would impose mandatory disclosure requirements on greenhouse gas emissions continue to be considered by policy makers and regulators.
+Added: We cannot predict what climate change related legislation or regulations will be enacted in the future or how existing or future laws or regulations will be administered or interpreted.
+Added: Compliance with more
+Added: stringent laws or regulations, or stricter interpretation of existing laws, may require additional expenditures, some of which could be material.
We have financial obligations relating to pension plans that we maintain in the United States.
16 unchanged sentences
The loss of a substantial number of our third-party agents or distributors or a dramatic deviation from the amount of sales they generate, including due to an increase in their sales of our competitors’ products, could reduce our sales and could materially and adversely affect our business, financial position, results of operations or cash flows.
−Removed: We may be required to recognize goodwill, intangible assets or other long-lived asset impairment charges.
−Removed: As of September 30, 2023, we had goodwill of $311.1 million, intangible assets of $394.4 million, and other long-lived assets of $679.8 million.
−Removed: Goodwill and indefinite-lived intangible assets are not amortized and are subject to impairment testing at least annually.
−Removed: Future events, such as declines in our cash flow projections or customer demand, may cause impairments of our goodwill or long-lived assets based on factors such as the price of our common stock, projected cash flows, assumptions used or other variables.
−Removed: In addition, if we divest long-lived assets at prices below their asset value, we must write them down to fair value resulting in long-lived asset impairment charges, which could adversely affect our financial position or results of operations.
−Removed: See Note 12, “Goodwill and Intangible Assets” to the accompanying consolidated financial statements included elsewhere in this Annual Report.
−Removed: We cannot accurately predict the amount and timing of any impairment of assets, and we may be required to recognize goodwill or other asset impairment charges which could materially and adversely affect our results of operations.
−Removed: Financial Statements and Supplementary Data”.
Our inability to introduce new products effectively or implement our innovation strategies could adversely affect our ability to compete.
11 unchanged sentences
See Item 8, “Financial Statements and Supplementary Data”.
−Removed: The nature of our business exposes us to product liability, construction defect and warranty claims and litigation as well as other legal proceedings, which could materially and adversely affect our business, financial position, results of operations or cash flows.
−Removed: We are exposed to construction defect and product liability claims relating to our various products if our products do not meet customer expectations.
−Removed: Such claims and liabilities may arise out of the quality of raw materials or component parts we purchase from third-party suppliers, over which we do not have direct control, or due to our fabrication, assembly, or damage in shipment of our products.
−Removed: In addition, we warrant certain of our products to be free of certain defects and could incur costs related to paying warranty claims in connection with defective products.
−Removed: We cannot assure you that we will not experience material losses or that we will not incur significant costs to defend or pay for such claims.
−Removed: While we currently maintain insurance coverage to address a portion of these types of liabilities, we cannot make assurances that we will be able to obtain such insurance on acceptable terms in the future, if at all, or that any such insurance will provide adequate coverage against potential claims.
−Removed: Further, while we intend to seek indemnification against potential liability for product liability claims from relevant parties, we cannot guarantee that we will be able to recover under any such indemnification agreements.
−Removed: Any claims that result in liability exceeding our insurance coverage and rights to indemnification by third parties could materially and adversely affect our business, financial position, results of operations or cash flows.
−Removed: Product liability claims can be expensive to defend and can divert the attention of management and other personnel for significant time periods, regardless of the ultimate outcome.
−Removed: See Note 15, “Commitments and Contingencies” to the accompanying consolidated financial statements included elsewhere in this Annual Report.
−Removed: An unsuccessful product liability defense could be highly costly and accordingly result in a decline in revenues and profitability.
−Removed: From time to time, we are also involved in government inquiries and investigations, as well as consumer, employment, tort proceedings and other litigation.
−Removed: We cannot predict with certainty the outcomes of these legal proceedings and other contingencies.
−Removed: The outcome of some of these legal proceedings and other contingencies could require us to take actions which would adversely affect our operations or could require us to pay substantial amounts of money.
−Removed: Additionally, defending against these lawsuits and proceedings may involve significant expense and diversion of management’s attention and resources from other matters.
We may not be able to adequately protect our intellectual property rights, and we may become involved in intellectual property disputes.
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We face risks associated with our international operations which could materially and adversely affect our business, financial position, results of operations or cash flows.
−Removed: Our business operates and serves customers in certain foreign countries, including Australia, Belgium, Canada, China, New Zealand, and the United Kingdom.
+Added: Our business operates and serves customers in certain foreign countries, including Australia, Belgium, Canada, China, Israel, New Zealand, and the United Kingdom.
+Added: In addition the business is pursuing work on data centers or other construction projects in other jurisdictions, for example in Asia and Europe.
There are certain risks inherent in doing business internationally, including economic volatility and sustained economic downturns, difficulties in enforcing contractual and intellectual property rights, currency exchange rate fluctuations and currency exchange controls, import or export restrictions, sanctions and changes in trade regulations, difficulties in developing, staffing, and simultaneously managing a number of foreign operations as a result of distance, issues related to occupational safety and adherence to local labor laws and regulations, potentially adverse tax developments, longer payment cycles, exposure to different legal standards, political or social unrest, including terrorism, risks related to government regulation and uncertain protection and enforcement of our intellectual property rights, the presence of corruption in certain countries and higher than anticipated costs of entry.
−Removed: In fiscal 2023, the Company determined it would exit its operations in Russia and expects to sell the related business at a loss.
−Removed: The Company recognized an impairment of $7,477 for the year ended September 30, 2023.
−Removed: The remaining value at risk related to these operations after the impairment is minimal.
+Added: In fiscal 2023, the Company initiated plans to exit operations in Russia and recently submitted documents to the Russian approval authority with expectations of completing the sale in FY 2025 albeit at a loss.
+Added: Accordingly, the Company recognized an impairment of $733 for the year ended September 30, 2024 and continues to recognize any incremental losses on those assets.
One or more of these factors could materially and adversely affect our business, financial position, results of operations or cash flows.
14 unchanged sentences
Such delays could adversely impact elements of our supply chain and also our ability to meet customers’ delivery schedules.
−Removed: The United Kingdom has yet to determine which E.U.
+Added: The United Kingdom is still determining which E.U.
laws and regulations to replace or replicate and compliance with any amended or additional laws and regulations could increase our costs.
15 unchanged sentences
In the aftermath of terrorist attacks in the United States, federal, state and local authorities have implemented and continue to implement various security measures that affect the raw material supply network in the United States and abroad.
−Removed: If security measures disrupt or impede the receipt of sufficient raw materials to us and our suppliers, we may fail to meet the needs of our customers or may incur increased expenses to do so.
+Added: security measures disrupt or impede the receipt of sufficient raw materials to us and our suppliers, we may fail to meet the needs of our customers or may incur increased expenses to do so.
In connection with acquisitions, joint ventures or divestitures, we may become subject to liabilities and required to issue additional debt or equity.
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Specifically, such requirements could limit the pool of suppliers who can provide conflict-free minerals and as a result, we may not be able to obtain these conflict-free minerals at competitive prices.
−Removed: We may also face reputational challenges if we are unable to verify the origins for all “conflict minerals” used in our products through the procedures we have implemented.
+Added: We may also face reputational challenges if we are unable
+Added: to verify the origins for all “conflict minerals” used in our products through the procedures we have implemented.
We may also encounter challenges to satisfy customers that may require all of the components of products purchased to be certified as conflict free.
2 unchanged sentences
Our indebtedness may adversely affect our financial health.
−Removed: As of September 30, 2023, we had approximately $771.7 million of total long-term consolidated indebtedness outstanding (including current portion) under AI and AII’s credit facilities (“Credit Facilities”), which consist of:
+Added: As of September 30, 2024, we had approximately $772.0 million of total long-term consolidated indebtedness outstanding (including current portion) under Atkore and AII’s credit facilities (“Credit Facilities”), which consist of:
(i) an asset-based credit facility (“ABL Credit Facility”);
1 unchanged sentence
and (iii) the 4.25% Senior Notes due 2031 (the “Senior Notes”).
−Removed: As of September 30, 2023, AII had $322.4 million of available borrowing capacity under the ABL Credit Facility and there were no outstanding borrowings (excluding $2.6 million of letters of credit issued under the facility).
+Added: As of September 30, 2024, AII had $325.0 million of available borrowing capacity under the ABL Credit Facility and there were no outstanding borrowings (there were also no letters of credit issued under the facility).
Our indebtedness could have important consequences for you.
11 unchanged sentences
We and our subsidiaries may incur substantial additional indebtedness in the future.
−Removed: The terms of thecredit agreements and indenture governing the Credit Facilities do not fully prohibit us or our subsidiaries from incurring additional debt.
+Added: The terms of the credit agreements and indenture governing the Credit Facilities do not fully prohibit us or our subsidiaries from incurring additional debt.
If our subsidiaries are in compliance with certain leverage or coverage ratios set forth in the agreements governing the Credit Facilities, they may be able to incur substantial additional indebtedness, which may increase the risks created by our current indebtedness.
10 unchanged sentences
A lowering or withdrawal of the ratings, outlook or watch assigned to our indebtedness by rating agencies may increase our future borrowing costs and reduce our access to capital.
−Removed: Our overall corporate rating and Senior Notes are currently rated as non-investment grade, but our New Senior Secured Term Loan Facility and ABL Credit Facility have been assigned investment grade ratings by certain ratings agencies.
+Added: Our overall corporate rating, Senior Notes, New Senior Secured Term Loan Facility and ABL Credit are each currently rated as investment grade by certain agencies while the other agencies have them as non-investment grades.
Any rating, outlook or watch assigned could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, current or future circumstances relating to the basis of the rating, outlook or watch, such as adverse changes to our business, so warrant.
12 unchanged sentences
Our ability to generate the significant amount of cash needed to pay interest and principal on our indebtedness and our ability to refinance all or a portion of our indebtedness or obtain additional financing depends on many factors beyond our control.
−Removed: (“AI”) and AII are each holding companies, and as such they have no independent operations or material assets other than ownership of equity interests in their respective subsidiaries.
−Removed: AI and AII each depend on their respective subsidiaries to distribute funds to them so that they may pay obligations and expenses, including satisfying obligations with respect to indebtedness.
+Added: Atkore and AII are each holding companies, and as such they have no independent operations or material assets other than ownership of equity interests in their respective subsidiaries.
+Added: Atkore and AII each depend on their respective subsidiaries to distribute funds to them so that they may pay obligations and expenses, including satisfying obligations with respect to indebtedness.
Our ability to make scheduled payments on, or to refinance our obligations under, our indebtedness depends on the financial and operating performance of our subsidiaries and their ability to make distributions and dividends to us, which, in turn, depends on their results of operations, cash flows, cash requirements, financial position and general business conditions and any legal and regulatory restrictions on the payment of dividends to which they may be subject, many of which may be beyond our control.
18 unchanged sentences
To the extent that expectations by market participants regarding the potential payment, or amount, of any regular dividend prove to be incorrect, the price of our common stock may be materially and negatively affected and investors that bought shares of our common stock based on those expectations may suffer a loss on their investment.
−Removed: Further, to the extent that we declare a regular dividend at a time
−Removed: when market participants hold no such expectations or the amount of any such dividend exceeds current expectations, the price of our common stock may increase and investors that sold shares of our common stock prior to the record date for any such dividend may forego potential gains on their investment.
+Added: Further, to the extent that we declare a regular
+Added: dividend at a time when market participants hold no such expectations or the amount of any such dividend exceeds current expectations, the price of our common stock may increase and investors that sold shares of our common stock prior to the record date for any such dividend may forego potential gains on their investment.
Risks Related to Our Common Stock
−Removed: AI is a holding company with no operations of its own, and it depends on its subsidiaries for cash to fund all of its operations and expenses, including to make future dividend payments, if any.
+Added: Atkore is a holding company with no operations of its own, and it depends on its subsidiaries for cash to fund all of its operations and expenses, including to make future dividend payments, if any.
Our operations are conducted entirely through our subsidiaries, and our ability to generate cash to fund our operations and expenses, to pay dividends or to meet debt service obligations is highly dependent on the earnings and the receipt of funds from our subsidiaries through dividends or intercompany loans.
4 unchanged sentences
The timing and amount of the Company’s share repurchases are subject to a number of uncertainties.
−Removed: On November 16, 2021, the board of directors approved a share repurchase program for the repurchase of up to an aggregate amount of $400.0 million of the Company’s common stock over a two-year period.
−Removed: On April 6, 2022, the board of directors approved an amendment to the aforementioned plan, extending it to a total repurchase of the Company’s outstanding stock of $800.0 million.
−Removed: On November 11, 2022, the board of directors approved an amendment to the aforementioned plan, extending it to a total repurchase authorization of the Company’s outstanding stock of $1,300 million.
−Removed: We expect that share repurchases under the program will be funded with cash on hand.
+Added: On November 16, 2021, the board of directors approved a share repurchase program (the “2021 Plan”), for the repurchase of up to an aggregate amount of $400.0 million of the Company’s common stock over a two-year period.
+Added: On April 6, 2022, the board of directors approved an amendment to the 2021 Plan, extending it to a total repurchase of the Company’s outstanding stock of $800.0 million.
+Added: On November 11, 2022, the board of directors approved an amendment to the 2021 Plan, extending it to a total repurchase authorization of the Company’s outstanding stock of $1,300 million.
+Added: On May 2, 2024, the board of directors approved a new share repurchase program (the “2024 Plan”, and together with the 2021 Plan and amendments thereto, the “Plans”) which is scheduled to begin after the repurchase authorization under the 2021 Plan has been exhausted.
+Added: The 2024 Plan authorizes the Company to repurchase up to $500.0 million of its outstanding stock.
+Added: We expect that share repurchases under the Plans will be funded with cash on hand.
The amount and timing of share repurchases will be based on a variety of factors.
Important factors that could cause the Company to limit, suspend or delay its share repurchases include unfavorable trading market conditions, the price of the Company’s common stock, the nature of other investment opportunities presented to us from time to time, the ability to obtain financing at attractive rates and the availability of U.S.
−Removed: The share repurchase program does not obligate us to acquire any particular amount of common stock, and it may be terminated at any time at the Company’s discretion.
+Added: The Plans does not obligate us to acquire any particular amount of common stock, and it may be terminated at any time at the Company’s discretion.
Anti-takeover provisions in our amended and restated certificate of incorporation and amended and restated by-laws could discourage, delay or prevent a change of control of our company and may affect the trading price of our common stock.
24 unchanged sentences
Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or stockholders.
−Removed: Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed to us or our stockholders by any of our directors, officers, other employees, agents or stockholders, (iii) any action asserting a claim arising out of or under the DGCL, or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware (including, without limitation, any action asserting a claim arising out of or pursuant to our amended and restated certificate of incorporation or our amended and restated by-laws) or (iv) any action asserting a claim that is governed by the internal affairs doctrine.
+Added: Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding
+Added: brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed to us or our stockholders by any of our directors, officers, other employees, agents or stockholders, (iii) any action asserting a claim arising out of or under the DGCL, or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware (including, without limitation, any action asserting a claim arising out of or pursuant to our amended and restated certificate of incorporation or our amended and restated by-laws) or (iv) any action asserting a claim that is governed by the internal affairs doctrine.
As a stockholder in our company, you are deemed to have notice of and have consented to the provisions of our amended and restated certificate of incorporation related to choice of forum.
41 unchanged sentences
It is difficult to predict whether and when there will be tax law changes having a material adverse effect on our business, financial position, results of operations and cash flows.
−Removed: On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted into law.
−Removed: The IRA contains significant tax law changes, including a corporate alternative minimum tax of 15% on adjusted financial statement income, which if applicable for us would be effective beginning October 1, 2023, a 1% excise tax on stock repurchases after December 31, 2022, and various tax incentives which include, but are not limited to, credits related to the manufacturing of solar powered energy which took effect January 1, 2023.
−Removed: We continue to evaluate this legislation and regulatory guidance to determine what impact it will have on our financial statements.
−Removed: On October 8, 2021, the Organization for Economic Co-operation and Development (“OECD”) released a statement on the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting, which agreed to a two-pillar solution to address tax challenges of the digital economy.
−Removed: On December 20, 2021, the OECD released the Model GloBE Rules for Pillar Two defining a 15% global minimum tax rate for large multinational corporations.
−Removed: The OECD continues to release additional guidance and countries are implementing legislation with widespread adoption of the Model GloBE Rules for Pillar Two expected by calendar year 2024.
−Removed: We are continuing to evaluate the Model GloBE Rules for Pillar Two and related legislation, and their potential impact on future periods.
+Added: On August 16, 2022, the IRA was enacted into law.
+Added: The IRA contains significant tax law changes, including a corporate alternative minimum tax of 15% on adjusted financial statement income, which took effect on October 1, 2023, a 1% excise tax on stock repurchases after December 31, 2022, and various tax incentives which include, but are not limited to, credits related to the manufacturing of solar powered energy which took effect on January 1, 2023.
+Added: The impacts of this legislation are described in the Summary of Significant Accounting Policies in Note 1, “Basis of Presentation and Summary of Significant Accounting Policies.” Additionally, see Note 7, “Income Taxes” to the accompanying consolidated financial statements included elsewhere in this Annual Report.
+Added: On December 20, 2021, the Organization for Economic Cooperation and Development (“OECD”) published a proposal for the establishment of a global minimum tax rate of 15% (“Pillar Two").
+Added: The Pillar Two rules provide a template that jurisdictions can translate into domestic law, to assist with the implementation within an agreed upon timeframe and in a coordinated manner, and are effective for fiscal years beginning after January 1, 2024.
+Added: To date, jurisdictions in which the Company operates are in various stages of implementation.
+Added: The Company has performed an initial assessment of the potential impact to income taxes as a result of Pillar Two.
+Added: The assessment of the potential impact is based on the most recent tax filings, country-by-country reporting, and financial statements of affected subsidiaries.
+Added: Based on results of the assessment, the Company believes it can avail itself of the transitional safe harbor rules in most for all of the jurisdictions in which the Company operates, and therefore do not anticipate it having a material impact on the financial statements.
+Added: The Company continues to assess the potential impact of Pillar Two and monitor developments in legislation, regulation, and interpretive guidance in this area.
Changes in U.S.
11 unchanged sentences
Any inability by us to obtain financing in the future could materially and adversely affect our business, financial position, results of operations or cash flows.
−Removed: 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.