What changed in this filing

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Item 1A. Risk Factors

2022-02-17 compared with 2021-02-11 · 72 added, 71 removed, 417 unchanged (26% of the section changed)

38 unchanged sentences

The satellite communications industry is subject to rapid advances and innovations in technology.

We may face competition in the future from companies using new technologies and new satellite systems.

We may face competition in the future from companies using new technologies and new satellite systems, including a significant number of new entrants who are developing or have announced a wide array of technologies, some of which would compete directly with one or more of our existing or planned products and services.

New technology could render our system obsolete or less competitive by satisfying customer demand in more attractive ways or through the introduction of incompatible standards.

Particular technological developments that could adversely affect us include the deployment by our competitors of new satellites with greater power, flexibility, efficiency or capabilities than ours, as well as continuing improvements in terrestrial wireless technologies.

For us to keep up with technological changes and remain competitive, we may need to make significant capital expenditures, including capital to design and launch new products and services.

For us to keep up with technological changes and remain competitive, we may need to make significant capital expenditures, including capital to design and launch new products and services over the short to medium term, and, over the longer term, the acquisition of additional spectrum, satellites, launch vehicles and other network resources to support continued growth.

Customer acceptance of the products and services that we offer will continually be affected by technology-based differences in our product and service offerings compared to those of our competitors.

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Recently, there have been reported a number of significant, widespread security attacks and breaches that have compromised network integrity for many companies and governmental agencies, in some cases reportedly originating from outside the United States.

In addition, there are reportedly private products available in the market today which may attempt to unlawfully intercept communications made using our network.

In addition, there are reportedly private products available in the market today that may attempt to unlawfully intercept communications made using our network.

We may be required to expend significant resources to respond to, contain, remediate, and protect against these attacks and threats, including compliance with applicable data breach and security laws and regulations, and to alleviate problems, including reputational harm and litigation, caused by these security incidents.

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Although we have implemented and intend to continue to implement security measures, these measures may prove to be inadequate.

These security incidents could have a significant effect on our systems, devices and services, including system failures and delays that could limit network availability, which could harm our business and our reputation and result in substantial liability.

These security incidents could have a significant effect on our systems,

devices and services, including system failures and delays that could limit network availability, which could harm our business and our reputation and result in substantial liability.

Our satellites may collide with space debris or another spacecraft, which could adversely affect the performance of our constellation.

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Our business has been negatively affected by the COVID-19 pandemic, actions taken to mitigate the pandemic, and economic disruptions that have resulted, but we are unable to predict the full extent or nature of these impacts at this time.

In response to the COVID-19 pandemic, many jurisdictions in the United States and around the world ordered their residents to cease traveling to non-essential jobs and to stay in their homes as much as possible.

Since March 2020, we have been conducting business with remote work for most employees, prohibition on most employee travel, and remote sales and support activities, among other modifications.

In March 2020, in response to the COVID-19 pandemic, we began conducting business with remote work for most employees and have now moved to a hybrid model.

The pandemic and the steps taken to respond have also caused substantial domestic and global economic disruption, including similar restrictions on activity among our distributors, which has led to reduced sales and has limited our distributors’ ability to install or service our products.

These limitations may continue for the duration of these pandemic-related restrictions, and we or our distributors may take additional actions to respond as the situation evolves.

Further, unemployment has significantly increased, and financial markets are experiencing significant levels of volatility and uncertainty, which could have an adverse effect on consumer and commercial spending and negatively affect demand for our and our distributors’ products and services, particularly in markets such as aviation and recreation.

Further, the course of the pandemic is uncertain, and financial markets have experienced significant levels of volatility and uncertainty, which may continue.

These disruptions could have an adverse effect on consumer and commercial spending and negatively affect demand for our and our distributors’ products and services, particularly in markets such as aviation and recreation.

This, in turn, could negatively affect the value of our current agreements with our distributors and their willingness to enter into or renew contracts with us.

The pandemic has also negatively affected the payment of accounts receivable and collections.

One of our distributors has sought protection in bankruptcy, causing us to reduce the amount we expect to receive from them for past services.

For example, one of our distributors sought protection in bankruptcy, reducing the amount we received from them for past services.

If additional distributors seek protection in bankruptcy, it could further harm our cash flows and results of operations.

As a result of the negative effects at the outset of the pandemic, we reduced our initial revenue and earnings outlook for 2020.

Other effects of the COVID-19 pandemic and the effects of the modifications we and others have made in response are difficult to assess or predict with certainty at this time but may include risks to employee health and safety, a decline in the market price of our common stock, a prolonged economic downturn, and deterioration of the economy and consumer and commercial spending, any of which could further adversely affect our business, results of operations and/or financial condition in 2021 and beyond.

Finally, factors related to the pandemic, including changing work environments, concerns over safety, reluctance to obtain vaccines, and changing economic conditions, have caused an increase in employee resignations across many industries and companies, including ours.

Other effects of the COVID-19 pandemic and the effects of the modifications we and others have made in response are difficult to assess or predict with certainty at this time but may include risks to the stability of our employee base, a decline in the market price of our common stock, a prolonged economic downturn, and deterioration of the economy and consumer and commercial spending, any of which could further adversely affect our business, results of operations and financial condition in 2022 and beyond.

Aireon, our primary hosted payload customer, has been negatively affected by reduced air traffic as a result of the COVID-19 pandemic, which could reduce or eliminate the value of our agreements with, and ownership interest in, Aireon.

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Any sale of equity securities by Aireon would dilute our ownership if and to the extent that we do not invest additional funds to maintain our proportional ownership interest.

If additional funding is not available, Aireon may default on its credit facility, which could result in the loss or reduction in value of our investment in Aireon, or be forced out of business, in which case we would not receive any further hosting, data or power fees, or the expected $120.0 million redemption payment, and we would lose the value of our retained investment in Aireon Holdings.

If additional funding is not available, Aireon may default on its credit facility, which could result in the loss or reduction in value of our investment in Aireon, or be forced out of business, in which case we would not receive any further hosting, data or power fees, or the expected $120.0 million redemption payment, and we would lose the fair value of our retained investment in Aireon Holdings.

Our business plan depends on increased demand for mobile satellite services, among other factors.

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Our agreements with U.S.

government customers, particularly the Department of Defense, which represent a significant portion of our revenue, are subject to termination.

government, through a dedicated gateway owned and operated by the Department of Defense, has been and continues to be, directly and indirectly, our largest customer, representing 22% of our revenue for each of the years ended December 31, 2020 and 2019.

government customers, particularly the Department of Defense, which represent a significant portion of our revenue, are subject to termination and renewal.

government, through a dedicated gateway owned and operated by the Department of Defense, has been and continues to be, directly and indirectly, our largest customer, representing 21% and 22% of our revenue for the years ended December 31, 2021 and 2020, respectively.

We provide the majority of our services to the U.S.

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The GMSS contract provides for a six-month base term and up to four one-year options exercisable at the election of the U.S.

government, two of which have been exercised so far, and the EMSS contract provides for a seven-year term.

government, two of which have been exercised so far, and the EMSS contract provides for a term until September 2026 with a fixed, annual rate to provide specified satellite airtime services for an unlimited number of U.S.

Department of Defense and other federal government subscribers .

government may terminate these agreements, in whole or in part, at any time for its convenience.

2 unchanged sentences

government budget and appropriation decisions and processes.

government budget decisions, including with respect to defense spending, are based on changing government priorities and objectives, which are driven by numerous factors, including geopolitical events and macroeconomic conditions, and are beyond our control.

government budget decisions, including with respect to defense spending, are based on changing government priorities and

objectives, which are driven by numerous factors, including geopolitical events and macroeconomic conditions, and are beyond our control.

government terminates either of these agreements, we would lose a significant portion of our revenue.

We are dependent on intellectual property licensed from third parties to operate our constellation and sell our devices and for the enhancement of our existing devices and services.

Further, operational control of our contracts has been moved from the Defense Information Systems Agency to the U.S.

In connection with this operational shift, changes in internal pricing and cost recovery have resulted in reduced subscribers under the EMSS contract.

Lower subscriber use may negatively affect our ability to negotiate a renewal of the EMSS contract on favorable terms in 2026.

We depend on intellectual property licensed from third parties to operate our constellation and sell our devices and for the enhancement of our existing devices and services.

We license critical intellectual property and technology to operate and maintain our network and related ground infrastructure and services as well as to design, manufacture, and sell our devices.

This intellectual property and technology is essential to our

ability to continue to operate our constellation and sell our services and devices.

In addition, we are dependent on third parties to develop enhancements to our current products and services even in circumstances where we own the intellectual property.

This intellectual property and technology is essential to our ability to continue to operate our constellation and sell our services and devices.

In addition, we depend on third parties to develop enhancements to our current products and services even in circumstances where we own the intellectual property.

If any third-party owner of such intellectual property or technology were to terminate any license agreement with us or cease to support and service such intellectual property or technology or perform development on our behalf, or if we are unable to renew such licenses on commercially reasonable terms or at all, it may be difficult, more expensive or impossible to obtain such intellectual property, technology, or services from alternative vendors.

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We select third-party distributors, in some cases on an exclusive basis, and rely on them to market and sell our products and services to end users and to determine the prices end users pay.

We also depend on our distributors to develop innovative and

improved solutions and applications integrating our product and service offerings.

We also depend on our distributors to develop innovative and improved solutions and applications integrating our product and service offerings.

As a result of these arrangements, we are dependent on the performance of our distributors to generate most of our revenue.

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In addition, we may lose distributors due to competition, consolidation, regulatory developments, business developments affecting our distributors or their customers, or for other reasons.

For example, the COVID-19 pandemic and the steps taken to respond are causing substantial domestic and global economic disruption, including financial difficulties and restrictions on activity among our distributors, which have led to reduced sales and limited our distributors’ ability to install or service our products.

For example, the COVID-19 pandemic and the steps taken to respond have caused substantial domestic and global economic disruption, including financial difficulties and restrictions on activity among our distributors, which have led to reduced sales and limited our distributors’ ability to install or service our products.

These disruptions have also negatively affected the payment of accounts receivable and collections.

For example, one of our distributors has sought protection in bankruptcy, causing us to reduce the amount we expect to receive from them for past services.

For example, one of our distributors sought protection in bankruptcy, reducing the amount we received from them for past services.

Other distributors could similarly seek to reorganize or seek protection from creditors, including us.

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Our two largest distributors, Marlink Group and Garmin, together represented approximately 10% of our revenue for the year ended December 31, 2021, and our ten largest distributors represented, in the aggregate, 35% of our revenue for the year ended December 31, 2021.

The loss or consolidation of any of these distributors, or a decrease in the level of effort expended by any of them to promote our products and services, could reduce the distribution of our products and services as well as the development of new products and applications, which would negatively impact our revenue.

We rely on a limited number of key vendors for supply of equipment and services, the loss of any of which could cause us to incur additional costs and delays in the production and delivery of our products.

We rely on a limited number of key vendors for supply of equipment, components and services;

the loss of any such supplier, or shortages experienced by such suppliers, could cause us to incur additional costs and delays in the production and delivery of our products, which could reduce the sales of those products and use of the related services.

We currently rely on two manufacturers of our devices, including our mobile handsets, L-band transceivers and SBD devices.

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If any of our suppliers were to terminate its relationship with us, we may not be able to find a replacement supplier in a timely manner, at an acceptable price or at all.

Our manufacturers and suppliers may become capacity-constrained, or could face financial difficulties as a result of a surge in demand, a natural disaster or other event, including the impacts of the COVID-19 pandemic.

For example, in 2020, a manufacturer of components used in several Iridium transceiver and handset products suffered a fire at its factory.

As a result, we may experience a delay in fulfilling some product orders and are evaluating replacement components and product changes.

If we fail to effectively address these issues, we could suffer delays, which could reduce our sales of those products and use of the related services and could harm our reputation.

Even if we are successful in these mitigation efforts, we may experience increased costs on the affected products.

In addition, one or more component suppliers may decide to cease production of various components of our products, resulting in a shortage or interruption in supplies or an inability to meet increased demand.

Any delay in production or delivery of our products or components by our suppliers due to an extended closure of their plants or other restrictions imposed in response to the COVID-19 pandemic could also adversely affect our business.

Although we may be able to replace or supplement sole source suppliers, there could be a substantial period of time in which our products would not be available;

any new relationship may involve higher costs and delays in development and delivery, and we may encounter technical challenges in successfully replicating the manufacturing processes.

Further, our manufacturers and suppliers may cease production of our components or products or become capacity-constrained, or could face financial difficulties as a result of a surge in demand, a natural disaster or other event, including the impacts of the COVID-19 pandemic.

For example, several of our suppliers are experiencing production delays as a result of the global silicon chip shortage.

As a result, we have experienced and expect to continue to experience delays in fulfilling some product orders and are evaluating replacement components and product changes.

These delays have increased our costs and reduced our sales of those products and use of the related services, and we expect these effects to continue through 2022.

Any future delay in production or delivery of our products or components by our suppliers could similarly adversely affect our business.

Even if we are able to replace or supplement sole source or other component suppliers, there could be a substantial period of time in which our products would not be available;

any new relationship may involve higher costs and delays in

development and delivery, and we may encounter technical challenges in successfully replicating the manufacturing processes.

If our manufacturers or suppliers terminate their relationships with us, fail to provide equipment or services to us on a timely basis, or fail to meet our performance expectations, we may be unable to provide products or services to our customers in a competitive manner, which could in turn negatively affect our financial results and our reputation.

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We have significant operations outside the United States.

We estimate that commercial data traffic originating outside the United States, excluding our Iridium OpenPort broadband data service traffic, accounted for 72% and 71% of total commercial

data traffic for the years ended December 31, 2020 and 2019, respectively, while commercial voice traffic originating outside the United States, excluding Iridium OpenPort traffic, accounted for 91% and 90% of total commercial voice traffic for the years ended December 31, 2020 and 2019.

We estimate that commercial data traffic originating outside the United States accounted for 74% and 72% of total commercial data traffic for the years ended December 31, 2021 and 2020, respectively, while commercial voice traffic originating outside the United States accounted for 90% and 91% of total commercial voice traffic for the years ended December 31, 2021 and 2020.

We cannot provide the precise geographical distribution of revenue from end users because we do not contract directly with them.

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• instability of international economies and governments;

• changes in laws and policies affecting trade and investment in other jurisdictions, including the United Kingdom’s exit from the European Union;

• changes in laws and policies affecting trade and investment in other jurisdictions

• exposure to varying legal standards, including data privacy, security and intellectual property protection in other jurisdictions;

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Foreign Corrupt Practices Act, U.S.

export controls, anti-money laundering and trade sanction laws, and similar anti-corruption and international trade laws in other countries.

export controls, anti-money laundering and trade sanction laws, and similar international anti-corruption and trade laws in other countries.

If any of these risks were to materialize, it could affect our ability to successfully compete and expand internationally.

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dollar value of our revenues from those countries.

In recent years, Russia has experienced significant currency depreciation against the U.S.

Pursuing strategic transactions may cause us to incur additional risks.

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Reduced demand would cause a decline in our revenue and make it more difficult for us to operate profitably, potentially compromising our ability to pursue our business plan.

While we expect the number of our subscribers and revenue to continue to grow, we expect the future growth rate will be slower than our historical growth and may not continue in every quarter of every year.

We expect our future growth rate will be affected by the condition of the global economy, increased competition, maturation of the satellite communications industry, and the difficulty in sustaining high growth rates as we increase in size.

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We have a considerable amount of debt, which may limit our ability to fulfill our obligations and/or to obtain additional financing.

As of December 31, 2020, we had $1,637.6 million of consolidated gross indebtedness on an actual basis under our Term Loan.

As of December 31, 2021, we had $1,621.1 million of consolidated gross indebtedness.

Our capital structure and reliance on indebtedness can have several important consequences, including, but not limited to, the following:

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Further, despite our substantial levels of indebtedness, we and our subsidiaries have the ability to incur substantially more indebtedness, which could further intensify the risks described above.

If we do not generate sufficient cash flows, we may be unable to service all of our indebtedness.

To service our indebtedness, we will require a significant amount of cash.

Our ability to generate cash, make scheduled payments or to refinance our debt obligations depends on our successful financial and operating performance, which may be affected by a range of economic, competitive and business factors, many of which are outside of our control and some of which are described elsewhere in the “Risk Factors” section of this Form 10-K.

If our cash flows and capital resources are insufficient to fund our debt service obligations, or to repay the Term Loan when it matures, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets or operations, reducing or delaying capital investments, or seeking to raise additional capital.

If we do not generate sufficient cash flows, we may be unable to repay our Term Loan when it matures.

We will need to repay our term Loan in full at maturity in November 2026.

If our cash flows and capital resources are insufficient to repay the Term Loan when it matures, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets or operations, reducing or delaying capital investments, or seeking to raise additional capital.

We may not be able to refinance our debt, or any refinancing of our debt could be at higher interest rates and may require us to comply with more restrictive covenants that could further restrict our business operations.

Our ability to implement successfully any such alternative financing plans will depend on a range of factors, including general economic conditions, the level of activity in capital markets generally, and the terms of our various debt instruments then in effect.

Our ability to implement successfully any such alternative financing plans will depend on a range of factors, including our financial condition, general economic conditions and the level of activity in capital markets generally.

Failure to repay or refinance the Term Loan at or prior to maturity would result in an event of default under the Term Loan.

The credit agreement governing our Term Loan contains cross-default or cross-acceleration provisions that may cause all of the debt issued under that instrument to become immediately due and payable because of a default under an unrelated debt instrument.

Our failure to comply with the obligations contained in the credit agreement governing our Term Loan or other current or future instruments of indebtedness could result in an event of default under the applicable instrument, which could result in the related debt and the debt issued under other instruments (together with accrued and unpaid interest and other fees) becoming immediately due and payable.

Our failure to comply with the obligations contained in the credit agreement governing our Term Loan or other future instruments of indebtedness could result in an event of default under the applicable instrument, which could result in the related debt and the debt issued under other instruments (together with accrued and unpaid interest and other fees) becoming immediately due and payable.

In such event, we would need to raise funds from alternative sources, which funds may not be available to us on favorable terms, on a timely basis, or at all.

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• make investments and loans, and

• engage in other transactions as specified in the credit agreement.

While the credit agreement provides for exceptions, complying with these restrictions may make it more difficult for us to successfully execute our business plan and compete against companies who are not subject to such restrictions.

The LIBOR calculation method may change, and LIBOR is expected to be phased out after 2021.

• engage in other specified transactions.

These restrictions are typically structured with dollar limits based on a percentage of our trailing twelve month earnings before interest, taxes, depreciation and amortization and vary depending on our leverage level (in each case as calculated under the credit agreement).

Complying with these restrictions may make it more difficult for us to successfully execute our business plan and compete against companies who are not subject to such restrictions.

The LIBOR calculation method may change, and LIBOR is expected to be phased out after June 2023.

Our Term Loan bears interest at a rate based on the London Interbank Offered Rate, or LIBOR.

On July 27, 2017, the U.K.

Financial Conduct Authority, or the FCA, announced that it will no longer require banks to submit rates for the calculation of LIBOR after 2021.

On March 5, 2021, the U.K.

Financial Conduct Authority, or the FCA, announced that it will no longer require banks to submit rates for the calculation of the relevant LIBOR after June 2023.

In the meantime, actions by the FCA, other regulators, or law enforcement agencies may result in changes to the method by which LIBOR is calculated.

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The trading price of our common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us.

If our stock, the market for other stocks in our industry, or the stock market in general

experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations.

If our stock, the market for other stocks in our industry, or the stock market in general experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations.

We may not pay dividends on our common stock in the foreseeable future.

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In April 2020, the FCC announced that it had approved Ligado’s waiver request.

We oppose this waiver out of concern for the interference that we believe Ligado’s proposed operations would cause to our operations in adjacent L-band spectrum.

We filed a petition for reconsideration opposing this waiver out of concern for the interference that we believe Ligado’s proposed operations would cause to our operations in adjacent L-band spectrum.

Our petition remains pending.

Ligado’s implementation of these services would result in terrestrial use of L-band spectrum in the 1.6 GHz band, which we use to provide our services, and such implementation may affect the performance of our system for customers of our existing and future services.

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gateway earth station and the U.S.

government customer and commercial subscriber earth station licenses expire between October 2021 and 2026.

government customer and commercial subscriber earth station licenses expire between March 2022 and November 2036.

There can be no assurance that the FCC will renew the FCC licenses we hold or grant new ones or modifications.

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We operate in an industry that is susceptible to significant intellectual property litigation.

As a result, we or our devices or services may become subject to intellectual property infringement claims or litigation.

As a result, we or our devices or services from time to time have been and may in the future be subject to intellectual property infringement claims or litigation.

The defense of intellectual property suits is both costly and time-consuming, even if ultimately successful, and may divert management’s attention from other business concerns.

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As new laws and regulations are issued, we may be required to modify our business plans or operations.

In addition, changing and conflicting national and local regulatory requirements may cause us to be in compliance with local requirements in one country, while not being in compliance with the laws and regulations of another.

If we fail to comply with regulations in

the United States or any other country, we could be subject to substantial fines or sanctions that could make it difficult or impossible for us to operate in the United States or such other country, or we may need to make substantial additional expenditures to bring our systems, products and services into compliance with the requirements.

In addition, changing and conflicting national and local regulatory requirements may cause us to be in compliance with local requirements

in one country, while not being in compliance with the laws and regulations of another.

If we fail to comply with regulations in the United States or any other country, we could be subject to substantial fines or sanctions that could make it difficult or impossible for us to operate in the United States or such other country, or we may need to make substantial additional expenditures to bring our systems, products and services into compliance with the requirements.

We may be unable to obtain and maintain contractually required liability insurance, and the insurance we obtain may not cover all liabilities to which we may become subject.

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These exclusions may relate to, among other things, losses resulting from in-orbit collisions such as the one we experienced in 2009, acts of war, insurrection, terrorism or military action, government confiscation, strikes, riots, civil commotions, labor disturbances, sabotage, unauthorized use of the satellites, and nuclear or radioactive contamination, as well as claims directly or indirectly occasioned as a result of noise, pollution, electrical and electromagnetic interference, and interference with the use of property.

In addition to our in-orbit liability insurance policy, we are required to purchase product liability insurance to cover the potential liability of Motorola Solutions, as the successor to the manufacturer of our first-generation satellites.

We may not in the future be able to renew this product liability coverage on reasonable terms and conditions, or at all.

Our failure to maintain this insurance could increase our exposure to third-party damages that may be caused by any of our satellites.

In addition to our in-orbit liability insurance policy, we are required to maintain insurance to cover the potential liability of Motorola Solutions, the successor to the manufacturer of our first-generation satellites.

We may not in the future be able to renew this coverage on reasonable terms and conditions, or at all.

Our failure to maintain this insurance could increase our exposure to liability arising in relation to our first-generation satellites.

Wireless devices’ radio frequency emissions are the subject of regulation and litigation concerning their environmental effects, which includes alleged health and safety risks.

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Although we have not been party to any such lawsuits, we may be exposed to such litigation in the future.

While we comply with applicable standards for radio frequency emissions and power and do not believe that there is valid scientific evidence that use of our devices poses a health risk, courts or governmental agencies could determine otherwise.

While we believe we comply with applicable standards for radio frequency emissions and power and do not believe that there is valid scientific evidence that use of our devices poses a health risk, courts or governmental agencies could determine otherwise.

Any such finding could reduce our revenue and profitability and expose us and other communications service providers or device sellers to litigation, which, even if frivolous or unsuccessful, could be costly to defend.

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Similar rules may apply under state tax laws.

If an “ownership change” were to occur, Section 382 of the Code would impose an annual limit on the amount of pre-ownership change net operating loss carryforwards and other tax attributes we could use to reduce our taxable income.

It is possible that

such an ownership change could materially reduce our ability to use our net operating loss carryforwards or other tax attributes to offset taxable income, which could impact our profitability.

We could be subject to adverse determinations by taxing authorities or changes to tax laws.

If an “ownership change” were to occur, Section 382 of the Code would impose an annual limit on the amount of pre-ownership

change net operating loss carryforwards and other tax attributes we could use to reduce our taxable income.

It is possible that such an ownership change could materially reduce our ability to use our net operating loss carryforwards or other tax attributes to offset taxable income, which could impact our profitability.

We could be subject to adverse determinations by taxing authorities.

We are subject to regular review and audit by both domestic and foreign tax authorities.

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In addition, the determination of our provision for income taxes and other tax liabilities requires significant judgment, including transactions and calculations where the ultimate tax determination is uncertain.

Although we believe our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made.

Furthermore, tax policies, laws or rates in various jurisdictions may be subject to significant change, which could materially and adversely affect our financial position and results of operations.

Although we believe our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our consolidated financial statements and may materially affect our financial results in the period or periods for which such determination is made.

Changes in tax laws could increase our worldwide tax rate and materially affect our financial position and results of operations.

states and foreign countries have adopted or proposed changes to current tax laws.

Tax policies, laws or rates in various jurisdictions may be subject to significant change, which could materially and adversely affect our financial position and results of operations.

Further, organizations such as the Organization for Economic Cooperation and Development have published action plans that, if adopted by countries where we do business, could increase our tax obligations in these countries.

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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