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Item 1A. Risk Factors

2023-02-16 compared with 2022-02-17 · 136 added, 98 removed, 191 unchanged (55% of the section changed)

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Risks Related to our Supply Chain

The failure of a key supplier to manufacture and deliver quality product in a timely manner could negatively affect customer satisfaction and our operating results.

The failure of key suppliers to manufacture and deliver product in a timely manner could negatively affect customer satisfaction and our operating results.

A significant portion of our products is presently manufactured by a third-party contractor located in Indonesia.

This contract manufacturer has agreed to provide Cognex with termination notification periods and last-time-buy rights, if applicable.

We rely on our contract manufacturers to provide quality product.

We engage in extensive product quality programs and processes, including actively monitoring the performance of our third-party manufacturers;

however, we may not detect all product quality issues through these programs and processes.

We also rely on our contract manufacturers to meet delivery schedules.

We have experienced, and may continue to experience, delays in the delivery of our products from our contract manufacturers due to the impact of the COVID-19 pandemic or other factors.

The loss of this key supplier, or failure of this contract manufacturer to timely supply products, access necessary credit to operate its business, or otherwise remain in business, could have a material adverse impact on our operating results.

Although our primary contract manufacturer has the ability to shift production to plants in other regions when operations in its Indonesia plant are disrupted, production and test equipment located at the Indonesia plant that is unique to the manufacture of Cognex products creates practical challenges to doing so in a timely manner.

Furthermore, this contract manufacturer sources components for our products and has experienced, and may continue to experience, disruptions in the supply of these components.

These challenges in obtaining components and maintaining production have resulted in delays, and may continue to result in delays, in meeting our delivery schedules that, as a result, delay deliveries to our customers past their requested delivery date.

These delays of customer orders could result in delayed revenue recognition which could impact our operating results in a particular quarter.

In addition, delays of customer orders could negatively impact customer satisfaction and, in turn, cause loss of sales, which could adversely affect our operating results.

We have been working to ramp up an additional contract manufacturer to further mitigate risk, diversify supply chain, and expand production capacity.

Changes and additions to our supply chain require considerable time and resources and involve significant risks and uncertainties, and we can provide no assurance of return on, or success of, such investments.

We also rely on our contract manufacturers to meet delivery schedules.

We have experienced, and may continue to experience, delays in the delivery of our products from our suppliers due to the impact of global supply chain challenges or other factors.

For example, on June 7, 2022, our primary contract manufacturer experienced a fire at its plant in Indonesia which destroyed a significant amount of Cognex-owned consigned inventories, as well as component inventories owned by the contract manufacturer that were designated for Cognex products.

The fire resulted in delayed shipments and loss of sales which adversely impacted our business, financial condition, and results of operations during 2022.

C hallenges in obtaining components and maintaining production have resulted in delays, and may continue to result in delays, in meeting our delivery schedules that, as a result, delay deliveries to our customers past their requested delivery date.

Delays in customer orders also can result in delayed revenue recognition or loss of business which can impact our operating results in a particular reporting period.

The fire at our primary contract manufacturer’s plant in Indonesia, at which Cognex products are manufactured and inventory is stored, has had, and may continue to have, a negative impact on our business and results of operations.

On June 7, 2022, our primary contract manufacturer experienced a fire at its plant in Indonesia.

The fire destroyed a significant amount of Cognex-owned consigned inventories as well as component inventories owned by the contract manufacturer that were designated for Cognex products, limiting our ability to fulfill certain orders during the second half of the year.

We have worked with the contract manufacturer to assess the damage, resume production, maintain standards of product quality, and replenish inventories destroyed by the fire, which included component purchases at higher-than-normal prices.

In 2022, the Company recorded a net loss related to the fire of $20,779,000, consisting primarily of losses from inventories and other assets of $48,339,000, offset by insurance recoveries of $27,560,000.

We can provide no assurance that additional insurance coverage and/or recoveries from the contract manufacturer will be available to cover the net loss from the fire.

Our assessment of the impact of the fire on our business and our work with the contract manufacturer remains ongoing as of the date of this report and, as a result, we cannot predict the full extent of the impact that the fire may have on our business, results of operations, and financial condition.

Our inability to obtain components for our products could adversely affect our operating results.

Certain key electronic and mechanical components, such as integrated circuit chips, are fundamental to the design of Cognex products.

Due to the impact of the COVID-19 pandemic and other factors, we have experienced, and may continue to experience, disruptions to the supply of components for our products that have resulted, and may continue to result, in higher purchase costs, delivery costs, and manufacturing delays.

The Company sources components from preferred vendors that are selected based on price and performance considerations.

In the event of a supply disruption from a preferred vendor, these components may typically be purchased from alternative vendors, which may result in higher purchase costs and manufacturing delays based on the time required to identify and obtain sufficient quantities from an alternative source.

Certain of the Company’s products utilize components that are available from only one source.

Due to the impact of global supply chain challenges and other factors, we have experienced, and may continue to experience, disruptions to the supply of components for our products that have resulted, and may continue to result, in higher purchase costs, higher delivery costs, and manufacturing delays.

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Cognex sources components from preferred vendors that are selected based on price and performance considerations.

In the event of a supply disruption from a preferred vendor, these components typically may be purchased from alternative vendors, which may result in higher purchase costs and manufacturing delays based on the time required to identify and obtain sufficient quantities from an alternative source.

Certain of Cognex’s products utilize components that are available from only one source.

If we are unable to secure adequate supply from these sources, we may have to redesign our products, which may lead to higher costs, delays in manufacturing, and possible loss of sales.

Although we are taking certain actions to mitigate supply risk and the Company has entered into agreements, including in broker markets, for the supply of many components, there can be no assurance that the Company will be able to extend or renew these agreements on similar terms, such as purchase prices, or at all.

Component suppliers may suffer from poor financial conditions, which can lead to business failure for the supplier, further limiting the Company’s ability to obtain sufficient quantities of components on reasonable terms, or at all.

Therefore, the Company remains subject to risks of supply shortages and price increases that can adversely affect its business and operating results.

Although we are taking certain actions to mitigate supply risk and have entered into agreements, including in broker markets, for the supply of many components, there can be no assurance that Cognex will be able to extend or renew these agreements on similar terms, such as purchase prices, or at all.

Component suppliers may suffer from poor financial conditions, which can lead to business failure for the supplier, further limiting our ability to obtain sufficient quantities of components on reasonable terms, or at all.

Therefore, Cognex remains subject to risks of supply shortages and price increases that can adversely affect its business and operating results.

Our failure to effectively manage product transitions or accurately forecast customer demand could result in excess or obsolete inventory and resulting charges.

Because the market for our products is characterized by rapid technological changes, we frequently introduce new products with improved ease-of-use, improved hardware performance, additional software features and functionality, or lower cost that may replace existing products.

Because the market for our products is characterized by rapid technological changes, we frequently introduce new products with improved functionality, ease-of-use, and performance, or lower cost that may replace existing products.

Among the risks associated with the introduction of new products are difficulty predicting customer demand and effectively managing inventory levels to ensure adequate supply of the new product and avoid excess supply of the legacy product.

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We may strategically enter into non-cancelable commitments with vendors to purchase materials for our products in advance of demand to address concerns about the availability of future supplies, build safety stock to help ensure customer shipments are not delayed should we experience higher than anticipated demand for materials with long lead times, or take advantage of favorable pricing.

Disruptions in both the supply of materials for our products and delivery of products from our contract manufacturers, such as those caused by the impact of the COVID-19 pandemic or other factors, have resulted, and may continue to result, in the Company purchasing a significant amount of inventory in response to these disruptions and in advance of demand.

Our failure to effectively manage product transitions or accurately forecast customer demand, in terms of both volume and configuration may lead to an increased risk of excess or obsolete inventory and resulting charges.

We strategically may enter into non-cancelable and/or non-refundable commitments with vendors to purchase materials for our products in advance of demand to address concerns about the availability of future supplies, build safety stock to help ensure customer shipments are not delayed should we experience higher than anticipated demand for materials with long lead times, or take advantage of favorable pricing.

Disruptions in both the supply of materials for our products and delivery of products from our contract manufacturers, such as those caused by the impact of global supply chain challenges or other factors, have resulted, and may continue to result, in the Company purchasing a significant amount of inventory in response to these disruptions and in advance of demand.

These measures to purchase inventory may expose us to an increased risk of excess or obsolete inventory and resulting charges if actual demand is lower than anticipated.

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While we typically expect these components to be consumed in the production of our finished goods, this arrangement may expose us to an increased risk of excess or obsolete inventory and resulting charges.

In 2020, deteriorating global economic conditions from the COVID-19 pandemic resulted in lower projected sales of excess inventories, for which the company recorded provisions totaling $7,718,000 in the second quarter.

Our failure to effectively manage product transitions or accurately forecast customer demand, in terms of both volume and configuration, has led to, and may again in the future lead to, an increased risk of excess or obsolete inventory and resulting charges.

Disruptions to one of our distribution centers could adversely affect our operating results.

The Company ships finished products for customers located in the Americas from its Natick, Massachusetts distribution center, and finished products for customers located outside of the Americas from its Cork, Ireland distribution center.

Due to the impact of the COVID-19 pandemic, the Company has experienced, and may continue to experience, labor shortages and working restrictions due to factors such as health and safety concerns or governmental regulations.

Cognex ships finished products for customers located in the Americas from our Southborough, Massachusetts distribution center, and finished products for customers located outside of the Americas from our Cork, Ireland distribution center.

Following the COVID-19 pandemic, Cognex has experienced, and may continue to experience, increased labor shortages or working restrictions due to factors such as health and safety concerns or governmental regulations.

Although we have the ability to shift operations from one distribution center to another, there are practical challenges to doing so in a timely, cost-effective manner, and we may experience delays in shipping customer orders.

These delays could negatively impact customer satisfaction and, in turn, cause loss of sales, which could adversely affect our operating results.

Our products may contain design or manufacturing defects, which could result in reduced demand, significant delays, or substantial costs.

Our products may contain design or manufacturing defects, which could result in reduced demand, significant delays, substantial costs, or customer dissatisfaction and/or loss of sales.

If flaws in either the design or manufacture of our products were to occur, we could experience a rate of failure in our products that could result in significant delays in shipment and material repair or replacement costs.

Our release-to-market process may not be robust enough to detect significant design flaws or software bugs.

Due, in part, to our focus on releasing new products as quickly as possible to satisfy customer demands, our release-to-market process may not be robust enough to detect significant design flaws or software bugs.

While we engage in product quality programs and processes, including actively monitoring and evaluating the quality of our component suppliers and contract manufacturers, these actions may not be sufficient to avoid a product failure rate that results in:

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• substantial delays in shipment,

• significant repair or replacement costs,

• product liability claims or lawsuits, particularly in connection with life sciences customers or other high-risk end-user industries, or

• product liability claims or lawsuits, particularly in connection with life sciences customers or other high-risk end-user industries

• customer dissatisfaction and/or loss of sales, or

• potential damage to our reputation.

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The extent to which the COVID-19 pandemic may impact our business is uncertain and it could adversely affect our results of operations and financial condition.

The COVID-19 pandemic continues to have a significant impact around the world, prompting governments and businesses to take certain measures in response, such as the imposition of travel restrictions, temporary closures of businesses, quarantine and shelter-in-place orders, and adoption of remote working.

The COVID-19 pandemic continues to have a significant impact around the world, particularly in China, prompting governments and businesses to take certain measures in response, such as the imposition of travel restrictions, temporary closures of businesses, quarantine and shelter-in-place orders, and adoption of remote working.

COVID-19 continues to impact global economic activity and create macroeconomic uncertainty.

We continue to face several risks and uncertainties related to the impact of COVID-19 on our business.

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development, availability, distribution and effectiveness of vaccines and treatments, the imposition of protective public safety measures, and the impact of the pandemic on the global economy.

Although the impact of the pandemic has lessened in most locations, we continue to face several risks and uncertainties related to the impact of COVID-19 on our business.

It is difficult for us to quantify the duration and severity of this impact due to many factors beyond our control and knowledge, including the timing, extent, trajectory, and duration of the pandemic, the emergence of new variants, the imposition of protective public safety measures, and the impact of the pandemic on the global economy.

These risks and uncertainties include, among others:

• our customers may delay or cancel orders for our products,

• customer facilities may be shut down for extended periods of time, resulting in our inability to deliver products, perform on-site services, or make on-site sales visits,

• our customers may not have sufficient cash flow or access to financing to purchase our products,

• our customers may not pay us within agreed upon terms or may default on their payments altogether,

• our contract manufacturers may continue to experience interruptions that result in delivery delays and higher costs for our products,

• our vendors may continue to be unable to fulfill their delivery obligations to us within acceptable lead times for extended periods of time, which may force us to seek alternative sources of supply at higher costs or redesign or products,

• lower demand for our products may result in charges for excess and obsolete inventory if we are unable to sell inventory that is either already on hand or committed to purchase,

• our distribution centers in Natick, Massachusetts and Cork, Ireland may have difficulty staffing employees and contractors, be forced to operate with a significantly reduced workforce, or be forced to shut down altogether due to government regulations or health concerns,

• our online sales and marketing efforts may be less effective than face-to-face activities, resulting in fewer new customers and lower sales from new products,

• challenges involved in remote working may delay certain of our new product introductions,

• lower cash flows may result in impairment charges for acquired intangible assets,

• our investment portfolio of debt securities may be exposed to material credit losses, and

• a decline in our stock price may make stock-based awards a less attractive form of compensation and a less attractive form of retention for our employees.

• our customers may delay or cancel orders for our products and services,

• our global facilities, offices, and/or operations, as well as those of our distribution and integration partners or customers, may be temporarily shut down at various times, or subject to operating restrictions to protect public health and the health and safety of employees and customers,

• our vendors and contract manufacturers may be unable to fulfill their delivery obligations to us within acceptable lead times for extended periods of time, which may force us to seek alternative sources of supply at higher costs or redesign our products,

• challenges involved in remote working may cause disruptions in our business and operations, including an increased risk of delays in new product introductions, information security breaches, and personnel-related challenges, and

• our online sales and marketing efforts may be less effective than face-to-face activities, resulting in fewer new customers and lower sales from new products and services.

These risks and uncertainties could have a material adverse effect on the continuity of our business, results of operations, and financial condition.

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The loss of, or significant curtailment of purchases by, large customers could have an adverse effect on our business.

In 2021, we had a large customer in the logistics industry that represented approximately 17% of our total revenue.

In 2022, we had two large customers, one in the logistics industry and one in the consumer electronics industry, that each represented more than 10% of our total revenue.

Large customers may divert management’s attention from other operational matters and pull resources from other areas of the business, resulting in potential loss of sales from other customers.

In addition, large customers may receive preferred pricing and a higher level of support, which may lower our gross margin percentage.

Furthermore, in certain instances due to long supplier lead times, we may purchase inventory in advance of receipt of a customer purchase order, which exposes us to an increased risk of excess or obsolete inventory and resulting charges.

The loss of, or curtailment of purchases by, any one or more of our large customers could have a material adverse effect on our operating results.

Furthermore, in certain instances, due to long supplier lead times, we may purchase inventory in advance of receipt of a large customer purchase order, which exposes us to an increased risk of excess or obsolete inventory and resulting charges.

The loss of, or curtailment of purchases by, any one or more of our large customers, has had, and could in the future have a material adverse effect on our operating results.

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Risks Related to Information Technology and Intellectual Property

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We may be subject to information security failures or breaches caused by hacking, malicious software, acts of vandalism or terrorism, or other events.

The risk of a cyber attack continues to increase given rapid advancements in technologies as well as the proliferation of diplomatic and armed conflict throughout the world.

Our security measures or those of our third-party service providers may not detect or prevent such breaches.

Any such compromise to our information security could result in theft of our intellectual property, including software source code, a misappropriation of our cash or other assets, an interruption in our operations, the unauthorized publication of our confidential business or proprietary information, the unauthorized release of customer, vendor, or employee data, and the exposure to litigation or regulatory penalties, any of which could harm our business and operating results.

We have experienced cybersecurity incidents in the

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Any such compromise to our information security could result in the distraction of management and diversion of information technology resources, theft of our intellectual property, including software source code, a misappropriation of our cash or other assets, an interruption in our operations, the unauthorized publication of our confidential business or proprietary information, the unauthorized release of customer, vendor, or employee data, and the exposure to litigation or regulatory penalties, any of which could harm our business and operating results.

We have experienced cybersecurity incidents in the past;

however, to date, these incidents have not had a material impact on our operations or financial results.

however, future cybersecurity incidents could have a material adverse effect on our business, reputation, financial condition, or operating results.

Future cybersecurity incidents could have a material adverse effect on our business, reputation, financial condition, or operating results.

Changes in laws or regulations relating to data privacy or data protection, or any actual or perceived failure by us to comply with such laws and regulations, could harm our business.

We are subject to a variety of United States and international laws, rules, policies and other obligations regarding data protection and security breaches.

Privacy and data security have become significant issues in the United States, Europe, and in many other jurisdictions where we conduct or may in the future conduct our operations.

For instance, the European Union's General Data Protection Regulation ("GDPR"), many state and federal privacy laws within the United States, and other similar global laws in locations in which we do business govern our global data privacy practices.

The regulatory framework for the collection, use, safeguarding, sharing and transfer of information worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future.

These laws continue to develop and may be inconsistent from jurisdiction to jurisdiction.

Complying with emerging and changing requirements may be costly and require us to change certain business practices.

Noncompliance could result in significant fines, penalties, claims or legal liability.

Any inability to adequately address privacy and data security concerns or comply with applicable privacy or data security laws, regulations and policies could result in additional cost and liability to us, damage our reputation, inhibit sales, and harm our business.

If we fail to successfully protect our intellectual property, our competitive position and operating results could suffer.

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Any of these adverse circumstances could have a material adverse effect on our operating results.

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Risks Related to Execution of our Business Strategy

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To support our growth and execute on our operating plans and strategic initiatives, we must effectively attract, train, develop, motivate, and retain skilled employees, while maintaining our unique corporate culture.

During the COVID-19 pandemic, many of our employees have worked remotely at times due to health and safety concerns or to comply with governmental regulations, with the primary exception of our distribution center employees who have remained on-site in shifts throughout the pandemic to deliver products to our customers.

While we have been able to effectively conduct most business activities in this manner, these conditions have made it more challenging to maintain our collaborative corporate culture.

When regulatory and health conditions have allowed, we have returned to a more collaborative, largely on-site work environment.

Our longer-term intention is to have a hybrid work model, where our employees work on-site in a team environment the majority of the time.

If we are unsuccessful in bringing our employees back into the office when safe to do so for a hybrid work model, or our employees choose to leave the company altogether for more remote work flexibility or higher compensation, the company's business and ability to execute its plans could be adversely affected in a material way.

We use stock options and restricted stock units (RSUs) as a key component of compensation for our more senior employees in order to align employee interests with the interests of our shareholders, provide competitive compensation packages, and encourage employee retention.

Technical personnel with experience in machine vision and artificial intelligence are in high demand and competition for their talents is intense.

We use time-based and performance-based equity awards, including stock options and restricted stock units ("RSUs") as a key component of compensation for our more senior employees in order to align employee interests with the interests of our shareholders, provide competitive compensation packages, and encourage employee retention.

Our stock price volatility may cause periods of time during which option exercise prices might be less than the sale price of our common stock or the value of RSUs might be less competitive, which may lessen the retentive attributes of these awards.

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Accordingly, we may find it difficult to attract, retain, and motivate employees, and any such difficulties could materially adversely affect our business.

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Beginning with the COVID-19 pandemic, many of our employees in various Cognex offices have worked remotely or pursuant to “hybrid” office attendance policies due to health and safety concerns, to comply with governmental regulations, or to adapt to changing workplace expectations, with the primary exception of our distribution center employees who remain on-site to manage the delivery of inventory to our customers.

While we have been able to effectively conduct most business activities in this manner, these conditions have made it more challenging to maintain our collaborative corporate culture.

As regulatory and health conditions allow, we are returning to a more collaborative, largely on-site work environment.

In most locations, we have instituted a “hybrid” work model, where our employees work on-site in a team environment the majority of the time.

If we are unsuccessful in bringing our employees back into the office, or our employees choose to leave the Company altogether for more remote work flexibility or higher compensation, our business and ability to execute our plans could be adversely affected in a material way.

If we do not manage changing workforce dynamics effectively, it could materially adversely affect our culture, reputation, and operations.

Our failure to introduce new products in a successful and timely manner could result in the loss of our market share and a decrease in our revenues and profits.

The market for our products is characterized by rapidly changing technology.

The market for our products is characterized by rapidly changing technology and increasingly capable competitors.

Accordingly, we believe that our future success will depend on our ability to accelerate time-to-market for new products with improved functionality, ease-of-use, performance, and price.

There can be no assurance that we will be able to introduce new products in accordance with scheduled release dates or that new products will achieve market acceptance.

Our inability to keep pace with the rapid rate of technological change in the high-technology marketplace could have a material adverse effect on our operating results.

Our inability to keep pace with the rapid rate of technological change and customer demands in the high-technology marketplace could have a material adverse effect on our operating results.

Product development is often a complex, time-consuming, and costly process involving significant investment in research and development with no assurance of return on investment.

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We utilize a direct sales force, as well as a network of distribution and integration partners, to sell our products and services.

We are continually reviewing our go-to-market strategy to help ensure that we are reaching the most customers that we can and with the highest level of service.

At times, this may require strategic changes to our sales organization or enlisting or dropping various distributors in certain regions, which could result in additional costs or operational challenges.

Successfully managing the interaction of our direct and indirect sales channels to reach various potential customers for our products and services is a complex process.

In addition, our reliance on indirect selling methods may reduce visibility to demand and pricing issues.

To support the expansion of our business internationally, we may decide to make changes to our operating structure in other countries when we believe these changes will make us more competitive by offering faster delivery, importation services, and/or local currency sales.

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To support the expansion of our business internationally, we may decide to make changes to our operating structure in other countries when we believe these changes will make us more competitive by reaching additional customers, offering faster delivery, importation services, and/or local currency sales.

These new operating models may require changes in legal structures, business systems, and business processes that may result in significant business disruption and negatively impact our customers’ experience, resulting in loss of sales.

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Finally, the local stocking of finished products in countries outside of our primary distribution centers may result in higher costs and increased risk of excess or obsolete inventory associated with maintaining the appropriate level and mix of stock in multiple inventory locations, resulting in lower gross margins.

Our go-to-market strategy has distinct risks and costs, and therefore, our failure to implement the most advantageous balance in the sales and operating model for our products and services could adversely affect our revenue and profitability.

Increased competition may result in decreased demand or prices for our products and services.

The machine vision market is highly fragmented and competitive.

Our competitors include other vendors of machine vision systems, controllers, and components;

Increased competition may result in decreased demand or prices for our products and services, and may harm our operating results.

The machine vision market continues to be fragmented and competitive.

Our competitors include primarily other vendors of machine vision systems, controllers, and components;

manufacturers of image processing systems, sensors, and components;

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In recent years, we have encountered increased competition from low-cost vision providers in China, as well as from large technology companies that may offer free open-source solutions.

Any of these competitors may have greater financial and other resources than we do, or develop more compelling technological innovations.

Any of these competitors may have greater financial or other resources than we do, or may develop more compelling technologies.

We may not be able to compete successfully in the future and our investments in research and development, sales and marketing, and support activities may be insufficient to enable us to maintain our competitive advantage.

In addition, competitive pressures could lead to price erosion that could have a material adverse effect on our gross margins and operating results.

Further, over the past year, we have seen some examples of industry consolidation in our markets.

This trend may continue as companies attempt to strengthen or hold their market positions in an evolving industry and as companies are acquired or are unable to continue operations.

For example, some of our current and potential competitors in the machine vision industry have made acquisitions, or announced new strategic alliances, with other current and potential competitors in the machine vision industry.

We believe that industry consolidation may result in stronger competition and may be accompanied by pressure from customers for lower prices.

This could lead to more variability in our operating results and could have a material adverse effect on our business, operating results, and financial condition.

Implementation of our acquisition strategy may not be successful, which could affect our ability to increase our revenue or profitability and may otherwise adversely affect our business.

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• the inability to realize expected synergies or other benefits resulting from the acquisition,

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• the failure to retain key talent,

• the impairment of acquired intangible assets resulting from lower-than-expected cash flows from the acquired assets,

• acquisition-related charges, which could adversely impact operating results and cash flows in any given period, and the impact may be substantially different from period to period,

• difficulties with closing a transaction due to regulatory approvals, required consents, litigation, or other challenges, which could increase costs and prevent the acquisition from being completed within the expected timeframe, or from being completed at all,

• acquisition-related charges, which could adversely impact operating results and cash flows in any given period and could be substantially different from period to period,

• difficulties with closing a transaction due to regulatory approvals, employment matters, required consents, litigation, or other challenges, which could increase costs and prevent the acquisition from being completed within the expected timeframe, or from being completed at all,

• the inability to protect and secure acquired intellectual property or confidential information,

• difficulties or delays completing the development of acquired in-process technology,

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• the failure to retain key customers, and

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The implementation of new business systems and changes to associated business processes, particularly those that are customer-facing, may result in significant business disruption and negatively impact our customers’ experience, resulting in loss of sales.

The Company intends to continue to make IT-related investments to improve its management information systems and support the expansion of our business internationally.

The Company intends to continue to make IT-related investments to improve its management information systems, support new business models, and support the expansion of our business internationally.

Any disruption occurring with our business systems may have a material adverse effect on our operating results.

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Management monitors its debt securities that are in an unrealized loss position to determine whether a loss exists related to the credit quality of the issuer that would be reported in current operations.

Management currently intends to hold these securities to full value recovery at maturity.

It is our policy to invest in investment-grade debt securities that minimize our exposure to credit losses.

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These assets are susceptible to changes in fair value due to a decrease in the historical or projected cash flows from the use of these assets, which may be negatively impacted by economic trends.

We evaluate long-lived assets for impairment annually each fourth quarter and whenever events or changes in circumstances, referred to as "triggering events," indicate the carrying value may not be recoverable.

In 2020, deteriorating global economic conditions from the COVID-19 pandemic triggered a review of long-lived assets for potential impairment, which resulted in intangible asset impairment charges totaling $19,571,000.

A further decline in the cash flows generated by these or other intangible assets may result in future impairment charges.

If we determine that any of these investments or intangible assets are impaired, we would be required to take a related charge to earnings that could have a material adverse effect on our results of operations.

If we determine that any of these investments or intangible assets are impaired, we will be required to take a related charge to earnings that could have a material adverse effect on our operating results.

We may have additional tax liabilities and our effective tax rate may increase or fluctuate, which could adversely affect our operating results and financial condition.

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Significant judgment is required in determining our worldwide provision for income and other taxes.

The application of tax laws and regulations is subject to legal and factual interpretation, judgment, and uncertainty, and

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tax laws themselves are subject to change.

The application of tax laws and regulations is subject to legal and factual interpretation, judgment, and uncertainty, and tax laws themselves are subject to change.

For example, many countries have recently adopted, or are considering the adoption of, revisions to their respective tax laws based on the Organization for Economic Co-operation and Development (“OECD”)’s Inclusive Framework, which could impact our tax liability due to our organizational structure and significant operations outside of the United States.

Furthermore, we are subject to regular review and audit by both domestic and foreign tax authorities and may be assessed additional taxes, penalties, fees, or interest, which could have an adverse effect on our financial position, liquidity, or results of operations.

Furthermore, we are subject to regular review and audit by both domestic and foreign tax authorities and may be assessed additional taxes, penalties, fees, or interest, which could have a material adverse effect on our financial position, liquidity, or results of operations.

Although we believe our tax positions are reasonable, the final determination of tax audits or any related litigation could be different from what is reflected in our financial statements and could have a material adverse effect on our income tax provision, net income, or cash flows in the period in which the determination is made.

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Fluctuations in foreign currency exchange rates and the use of derivative instruments to hedge these exposures could adversely affect our reported results, liquidity, and competitive position.

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In addition, our failure to identify new exposures and hedge them in an effective manner may result in material foreign currency gains or losses.

Furthermore, our ability to hedge the Chinese Renminbi is limited, which has resulted in unhedged exposures.

To date, foreign currency gains and losses related to the Chinese Renminbi have been immaterial to our total results;

however, further fluctuations in this currency may result in material foreign currency gains or losses in the future.

In addition to the U.S.

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Our revenue levels are impacted by global economic conditions, as we have a significant business presence in many countries throughout the world.

Unfavorable economic conditions, such as inflation, slower growth or recession, higher interest rates, and tighter credit, may cause industrial companies to delay or reduce spending for automation projects, including those with machine vision, amid weaker general manufacturing confidence and heightened uncertainty around global trade.

Unfavorable economic conditions, such as inflation, slower growth or recession, higher interest rates, tighter credit, and labor shortages may cause companies to delay or reduce spending for automation projects, including those with machine vision, amid weaker general manufacturing confidence and heightened uncertainty around global trade.

Further, customer confidence and capital investment can be materially adversely impacted as a result of financial market volatility, negative financial news, declines in income or asset values, energy shortages and cost increases, labor and healthcare costs, and other global economic conditions.

When global economic conditions are unfavorable, our revenue and our ability to generate operating profits could be materially adversely affected.

As a result of global economic conditions, our business is subject to the following risks, among others:

• our customers may not have sufficient cash flow or access to financing to purchase our products,

• our customers may not have sufficient cash flow or access to financing to purchase our products and services,

• our customers may not pay us within agreed upon terms or may default on their payments altogether,

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• lower cash flows may result in impairment charges for acquired intangible assets or goodwill,

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• a decline in our stock price may make stock-based awards a less attractive form of compensation and a less effective form of retention for our employees, and

• the trading price of our common stock may be volatile.

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As of December 31, 2022, the Company had approximately $854 million in cash and investments.

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We believe that our strong cash position puts us in a relatively good position to weather economic downturns.

Nevertheless, our operating results have been materially adversely affected in the past, and could be materially adversely affected in the future, as a result of unfavorable economic conditions and reduced capital spending by manufacturers worldwide.

A natural disaster, widespread public health issue, or man-made disaster could result in business disruptions that may adversely affect our business and operating results.

Our business, and the businesses of our customers, suppliers, and third-party service providers, could be disrupted by natural disasters, public health crises, such as pandemics and epidemics, man-made disasters, such as cyber-attacks and terrorism, or other events outside of our control.

Certain of the Company’s business operations, such as our third-party contractor manufacturer in Indonesia, are in locations that may be more prone to natural disasters, and global climate change may result in certain types of natural disasters occurring more frequently or with more intense effects.

Following a business disruption, the Company could be subject to production downtimes, operational delays, substantial recovery time, significant expenditures to resume operations, the diversion of management’s attention and resources, or loss of business, any of which could have a material adverse effect on our competitive position, operating results, or financial condition.

Natural disasters, fires, energy shortages, widespread public health issues, or man-made disasters could result in business disruptions that may adversely affect our business and operating results.

Our business, and the businesses of our customers, suppliers, and third-party service providers, could be disrupted by natural disasters, fires, energy shortages, public health crises, such as pandemics and epidemics, man-made disasters, such as cyber-attacks, terrorism or industrial accidents, or other events outside of our control.

Certain of our business operations, such as our third-party primary contractor manufacturer in Indonesia, are in locations that may be more prone to earthquakes and other natural disasters, and global climate change may result in certain types of natural disasters occurring more frequently or with more intense effects.

Following a business disruption, the Company could be subject to production downtimes, operational delays, substantial recovery time, customer claims, significant expenditures to resume operations, the diversion of management’s attention and resources, or loss of business, any of which could have a material adverse effect on our competitive position, operating results, or financial condition.

Because the Company relies on single or limited sources for the supply of certain components and manufacture of our products, a business disruption affecting such sources would worsen any adverse consequences to the Company.

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• employment regulations and local labor conditions,

• difficulties in staffing and managing foreign sales operations,

• difficulties in staffing and managing foreign operations, particularly as we expand our presence globally

• corruption,

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• difficulties protecting intellectual property,

• uncertainties surrounding the interpretation and application of regulatory and statutory requirements,

• business systems connectivity issues, and

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Any of these factors could have a material adverse effect on our operating results.

In recent years, trade tariffs imposed by the United States on certain components imported from Chinese suppliers resulted in higher costs for

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our products, which, to date, have been immaterial to our total cost of goods.

In recent years, trade tariffs imposed by the United States on certain components imported from Chinese suppliers resulted in higher costs for our products, which, to date, have been immaterial to our total cost of goods.

However, cost increases as a result of these or other trade tariffs could be material in the future.

Trade tariffs have also had an indirect impact on the economic climate in China, which in turn, has had a negative impact on the Company's revenue from customers based in China who see risk in doing business with a U.S.

Trade tariffs also have had an indirect impact on the economic climate in China, which in turn, has had a negative impact on the Company's revenue from customers based in China who see risk in doing business with a U.S.

In addition to trade tariffs, United States export controls that place restrictions on the exportation of our products or a subset of our products, including applicable regulations promulgated by the U.S.

Commerce Department’s Bureau of Industry and Security, have had a negative impact on our revenue from customers based in China.

To date, the impact of these restrictions has been immaterial to our total revenue;

however, further or continued restrictions could have a material adverse effect on our operating results in the future.

Additionally, we are subject to applicable anti-corruption laws, such as the U.S.

Political uncertainty surrounding trade and other international disputes could have a negative effect on customer confidence and spending, which could adversely affect our business.

The imposition of additional tariffs or other trade barriers could increase our costs in certain markets and may cause our customers to find alternative providers of machine vision products and services.

To date, the impact of these restrictions has been immaterial to our total revenue and costs;

however, if disputes and conflicts continue or further escalate, actions by governments in response could be significantly more severe and restrictive and could materially adversely affect our operating results.

Furthermore, in response to the Russian invasion of Ukraine in February of 2022, the U.S.

government and the governments of various jurisdictions in which we operate, including Canada, the United Kingdom, the European Union, and others, have imposed broad economic sanctions and export controls targeting specific industries, entities and individuals in Russia.

Ongoing geopolitical tensions related to the Russia and Ukraine conflict, including resulting sanctions and export controls imposed by the U.S.

and other countries as well as the impact on the supply of energy resources in Europe, have not materially adversely affected our business to date;

however, further escalation of these geopolitical tensions could have a broader impact that expands into other markets where we do business, such as the European Union, which could adversely affect our business and/or our supply chain, distribution and integration partners, or customers in the broader region.

We also are subject to applicable anti-corruption laws, such as the U.S.

Foreign Corrupt Practices Act and the U.K.

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Even an unsuccessful challenge or investigation into our practices is costly to defend, and could cause adverse publicity, and thus could have a material adverse effect on our business, financial condition, or operating results.

Our Company may be subject to time-consuming and costly litigation.

From time to time, we may be subject to various claims and lawsuits by competitors, shareholders, customers, distributors, patent trolls, former employees, or other parties arising in the ordinary course of business, including lawsuits charging patent infringement, or claims and lawsuits instituted by us to protect our intellectual property and confidential information or for other reasons.

Expectations relating to environmental, social, and governance considerations expose the Company to potential liabilities, increased costs, reputational harm, and other adverse effects on our business.

Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social, and governance considerations relating to businesses, including climate change and greenhouse gas emissions, human and civil rights, and diversity, equity, and inclusion.

In addition, the Company makes statements about its environmental, social, and governance goals and initiatives through its Sustainability Reports, information provided on its website, and other communications.

Responding to these environmental, social, and governance considerations and implementation of these goals and initiatives involves risks and uncertainties, requires investments, and depends in part on third-party performance or data that is outside of the Company’s control.

The Company cannot guarantee that it will achieve its announced environmental, social, and governance goals and initiatives.

In addition, some stakeholders may disagree with the Company’s goals and initiatives.

Any failure, or perceived failure, by the Company to achieve its goals, further its initiatives, adhere to its public statements, comply with federal, state, or international environmental, social, and governance laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against the Company and adversely affect the Company’s business, reputation, results of operations, financial condition, and stock price.

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The price of the Company’s stock is subject to volatility.

The Company has experienced substantial stock price volatility in the past and may continue to do so in the future.

The price of the Company’s stock may be affected by factors such as the Company’s financial performance, announcements of technological innovations or new products by us or our competitors, market conditions, and other factors.

Additionally, the Company, the technology industry, and the overall stock market have, from time to time, experienced extreme stock price and volume fluctuations that have affected stock prices in ways that may have been unrelated to these companies’ operating performance.

Price volatility may cause the average price at which we repurchase our stock in a given period to exceed the stock’s price at a given point in time.

We believe the price of our stock should reflect expectations of future growth and profitability.

If the Company fails to meet expectations related to future growth, profitability, dividends, share repurchases or other market expectations, the price of the Cognex’s stock may decline significantly, which could have a material adverse impact on investor confidence and employee retention.

Our Company may be subject to time-consuming and costly litigation or activist shareholder activities.

From time to time, we may be subject to various claims, demands, and lawsuits by competitors, shareholders, customers, distributors, patent trolls, former employees, or other parties arising in the ordinary course of business, including lawsuits charging patent infringement, or claims and lawsuits instituted by us to protect our intellectual property and confidential information or for other reasons.

These matters can be time consuming, divert management’s attention and resources, and cause us to incur significant expenses.

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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.

What changed 10-K

Item 1A. Risk Factors