What changed in this filing

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Item 1A. Risk Factors

2023-02-09 compared with 2022-02-10 · 54 added, 70 removed, 178 unchanged (41% of the section changed)

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• Our industry is cyclical and a decline in the production levels of our major customers, particularly with respect to models for which we are a significant supplier, or the financial distress of one or more of our major customers could adversely affect our financial performance.

Our sales are driven by the number of vehicles produced by our automotive manufacturer customers, which is ultimately dependent on consumer demand for automotive vehicles, and our content per vehicle.

The automotive industry is cyclical and sensitive to general economic conditions, including the global credit markets, interest rates, consumer credit and consumer spending and preferences.

Automotive sales and production can also be affected by the age of the vehicle fleet and related scrappage rates, labor relations issues, fuel prices, regulatory requirements, government initiatives, trade agreements, tariffs and other non-tariff trade barriers, the availability and cost of credit, the availability of critical components needed to complete the production of vehicles, restructuring actions of our customers and suppliers, facility closures and increased competition, as well as consumer preferences regarding vehicle size, configuration and features, including alternative fuel vehicles, changing consumer attitudes toward vehicle ownership and usage, such as ride sharing and on-demand transportation, and other factors.

Due to the overall global economic conditions in 2020, largely as a result of the COVID-19 pandemic, the automotive industry experienced a decline in global customer sales and production volumes.

Although industry production increased 3% in 2021 over 2020, production remains well below recent historic levels and consumer demand.

This was largely due to the continuing impact of the COVID-19 pandemic in 2021, particularly through supply shortages.

In 2021, the automotive industry suffered from supply chain delays and stoppages due to shipping delays resulting in increased freight costs and closed supplier facilities and distribution centers.

The industry also faced workforce and staffing shortages, as well as scarcity and increases in prices of raw materials.

As a result, we have experienced and may continue to experience reductions in orders from our customers in certain regions.

Our sales are driven by the number of vehicles produced by our automotive manufacturer customers, which is ultimately dependent on consumer demand for automotive vehicles and the availability of raw materials and components, and our content per vehicle.

The automotive industry is cyclical and sensitive to general economic conditions, including geopolitical issues, global credit markets, interest rates, inflation, consumer credit and consumer spending and preferences.

Automotive sales and production can also be affected by the age of the vehicle fleet and related scrappage rates, labor relations issues, fuel prices, regulatory requirements, government initiatives, trade agreements, tariffs and other non-tariff trade barriers, the availability and cost of credit, the cost of critical components needed to complete the production of vehicles, logistics issues, restructuring actions of our customers and suppliers, facility closures and increased competition, as well as consumer preferences regarding vehicle size, configuration and features, including alternative fuel vehicles, changing consumer attitudes toward vehicle ownership and usage, such as ride sharing and on-demand transportation, and other factors.

Due to the evolving global economic conditions since 2020, initially as a result of the COVID-19 pandemic, the automotive industry experienced a decline in global customer sales and production volumes.

Alth ough industry production has recovered modestly with production increasing 7% in 2022 compared to 2021 , production remains well below recent historic levels.

Industry production in 2022 was approximately 8% bel ow 2019 pre-pandemic levels and 16% below 2017 peak levels.

Since 2020, industry and economic conditions have been influenced directly and indirectly by macroeconomic events such as the COVID-19 pandemic and, beginning in the first quarter of 2022, the Russia-Ukraine conflict, resulting in unfavorable conditions, including shortages of semiconductor chips and other components, elevated inflation levels, higher interest rates, and labor and energy shortages in certain markets.

These factors, among others, are impacting consumer demand as well as the ability of automobile manufactures to produce vehicles to meet demand.

As a result, we have experienced and may continue to experience reductions and fluctuations in orders from our customers.

An economic downturn or other adverse industry conditions that result in a decline in the production levels of our major customers, particularly with respect to models for which we are a significant supplier, or the financial distress of one or more of our major customers could reduce our sales or otherwise adversely affect our financial condition, operating results and cash flows.

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• Increases in the costs and restrictions on the availability of raw materials, energy, commodities and product components could adversely affect our financial performance.

Raw material, energy and commodity costs can be volatile.

Although we have developed and implemented strategies to mitigate the impact of higher raw material, energy and commodity costs, these strategies, together with commercial negotiations with our customers and suppliers, typically do not offset all of the adverse impact.

Certain of these strategies also may limit our opportunities in a declining commodity price environment.

In addition, the availability of raw materials, commodities and product components fluctuates from time to time due to factors outside of our control, including trade laws and tariffs, natural disasters, global pandemics like COVID-19 and resulting supply chain disruptions, and may impact our ability to meet the production demands of our customers.

Raw material, energy, commodity and product component costs can be volatile.

Although we have developed and implemented strategies to mitigate the impact of such costs, these strategies, together with commercial negotiations with our customers and suppliers, typically offset only a portion of the adverse impact.

Certain of these strategies also may limit our opportunities in a declining price environment.

In addition, the availability of raw materials, energy, commodities and product components fluctuates from time to time due to factors outside of our control, including trade laws and restrictions, natural disasters and global pandemics like COVID-19 and resulting supply chain disruptions, and may impact our ability to meet the production demands of our customers.

Currently, due to a variety of global factors, the insufficient availability of semiconductor chips is adversely affecting, and may continue to adversely affect, a number of industries, including the automotive industry.

If the costs of raw materials, energy, commodities and product components increase or the availability thereof is restricted, it could adversely affect our financial condition, operating results and cash flows.

Increases in the costs of raw materials, energy, commodities and product components, or restrictions on the availability thereof, could adversely affect our financial condition, operating results and cash flows.

• Pandemics or disease outbreaks, such as COVID-19, have disrupted, and may continue to disrupt, our business, which could adversely affect our financial performanc e.

Pandemics or disease outbreaks, such as COVID-19, have disrupted, and may continue to disrupt, the global economy.

The COVID-19 pandemic led to a dramatic reduction in economic activity worldwide.

International, federal, state and local public health and governmental authorities have taken and may continue to take extraordinary actions to contain and combat the outbreak and spread of COVID-19 throughout most regions of the world, including travel bans, quarantines, "stay-at-home" orders and similar mandates that have caused many individuals to substantially restrict their daily activities and many businesses to curtail or cease normal operations.

The automotive industry was particularly negatively impacted by the situation with a sudden and sharp decline in consumer demand and automotive manufacturers suspending or severely limiting automobile production globally during portions of 2020.

Although industry production increased 3% in 2021 over 2020, production remains well below recent historic levels and consumer demand, and we experienced, and we may continue to experience, reductions in orders from our customers globally, which in turn adversely affected, and may continue to affect, our financial performance.

This reduction in orders may be further exacerbated by a continued global economic downturn resulting from the pandemic, which could decrease consumer demand for vehicles or result in the financial distress of one or more of our customers or suppliers.

As described in more detail under "Our industry is cyclical and a decline in the production levels of our major customers, particularly with respect to models for which we are a significant supplier, or the financial distress of one or more of our major customers could adversely affect our financial performance" above and "Adverse developments affecting or the financial distress of one or more of our suppliers could adversely affect our financial performance" below, decreases in consumer demand for automotive vehicles, declines in the production levels of our major customers, financial distress of one or more of our major customers or suppliers or other adverse developments affecting one or more of our suppliers, could adversely affect our financial performance.

In addition, if COVID-19 were to affect a significant amount of the workforce employed or operating at our facilities, we could experience delays or the inability to produce and deliver products to our customers on a timely basis.

Unprecedented industry disruptions related to the COVID-19 pandemic impacted operations in every region of the world.

As described in more detail under "Our substantial international operations make us vulnerable to risks associated with doing business in foreign countries" below, our substantial international operations make us vulnerable to risks associated with doing business in foreign countries.

While all of our global manufacturing plants have resumed production, we may experience unexpected delays or obstacles, such as higher employee absenteeism, supply chain disruptions or government mandates, that may hamper our ability to operate our facilities.

Further, we may not be able to operate at optimal levels of efficiency given new work rules and procedures implemented to protect our employees.

The suspension of production at our manufacturing facilities, or difficulties or inefficiencies in production, would likely adversely impact our future results of operations, financial condition and liquidity, and that impact may be material.

During the COVID-19 pandemic, our reliance on internet technology has increased due to the number of employees working remotely.

This reliance has resulted in increased data privacy and cybersecurity risks, including the risk that we fail to appropriately maintain the security of the data we hold.

See "— A disruption in our information technology systems, or those of our customers or suppliers, including a disruption related to cybersecurity, could adversely affect our financial performance" below.

As described in more detail under "Our existing indebtedness and the inability to access capital markets could restrict our business activities or our ability to execute our strategic objectives or adversely affect our financial performance" below, the volatility created by COVID-19 could adversely affect our access to the debt and capital markets.

In addition, our ability to continue implementing important strategic initiatives and capital expenditures may be reduced as we devote time and other resources to responding to the impacts of the COVID-19 pandemic.

COVID-19 continues to spread in most regions of the world and the extent to which our financial performance will be adversely affected will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the pandemic, its severity, the effectiveness of actions to vaccinate populations, contain the virus or treat its impact and how quickly and to what extent normal economic and operating conditions can resume.

Even after the COVID-19 pandemic has subsided, we may continue to experience adverse impacts on our business and financial performance as a result of its global economic impact, including a recession that has occurred or may occur in the future, which will likely result in lower demand for new vehicles for a period of time, as new vehicle sales are typically correlated with positive consumer confidence and low unemployment.

The COVID-19 pandemic may also exacerbate other risks disclosed herein, including, but not limited to, our competitiveness, demand for our products and shifting consumer preferences.

• The loss of business with respect to, or the lack of commercial success of, a vehicle model for which we are a significant supplier could adversely affect our financial performance.

Furthermore, as was experienced with COVID-19, the measures undertaken by governmental authorities to address such

pandemics or outbreaks, as well as their associated economic, social and other impacts, could significantly disrupt our operations or prevent us from operating our business in the ordinary course for an extended period of time, lead to declines in automotive industry production levels or customer demand and/or adversely affect our financial condition, operating results or cash flows.

For example, the COVID-19 pandemic led to a dramatic reduction in global economic activity in 2020.

International, federal, state and local public health and governmental authorities around the world took (and in some circumstances may continue to take) extraordinary actions to contain and combat the spread of COVID-19, including travel bans, quarantines, "stay-at-home" orders and similar mandates.

The automotive industry was particularly negatively impacted as automotive manufacturers suspended or severely limited automotive production globally during portions of 2020 (and, in some regions, during portions of subsequent years as well).

In addition, the automotive industry experienced a sudden and sharp decline in consumer demand beginning in 2020, as well as various other impacts such as logistics challenges, component and material shortages, and labor shortages that, in many cases, continued into subsequent years.

If the COVID-19 pandemic were to significantly worsen, or another pandemic or disease outbreak were to emerge, we could experience further material disruptions in our operating environment related to declines in the production levels of our major customers, decreases in consumer demand for automotive vehicles, financial distress of one or more of our major customers or suppliers, or other adverse developments affecting one or more of our suppliers, each of which could adversely affect our financial performance, as described in more detail under "Our industry is cyclical and a decline in the production levels of our major customers, particularly with respect to models for which we are a significant supplier, or the financial distress of one or more of our major customers could adversely affect our financial performance" above and "Adverse developments affecting or the financial distress of one or more of our suppliers could adversely affect our financial performance" below.

The ongoing COVID-19 pandemic has exacerbated, and may also continue to exacerbate, other risks disclosed herein, including, but not limited to, our competitiveness, demand for our products and shifting consumer preferences.

• The loss of business with respect to, the lack of commercial success of or an increase in directed component sourcing for a vehicle model for which we are a significant supplier could adversely affect our financial performance.

We receive purchase orders from our customers, which generally provide for the supply of a customer's annual requirements for a particular vehicle model and assembly plant or, in some cases, for the supply of a customer's requirements for the life of a particular vehicle model, rather than for the purchase of a specific quantity of products.

In addition, it is possible that our customers could elect to manufacture our products internally or increase the extent to which they require us to utilize specific suppliers or materials in the manufacture of our products.

The loss of business with respect to, the lack of commercial success of or an increase in directed component sourcing for a vehicle model for which

we are a significant supplier could reduce our sales or margins and thereby adversely affect our financial condition, operating results and cash flows.

The loss of business with respect to, the lack of commercial success of or an increase in directed component sourcing for a vehicle model for which we are a significant supplier could reduce our sales or margins and thereby adversely affect our financial condition, operating results and cash flows.

• Our inability to achieve product cost reductions to offset customer-imposed price reductions could adversely affect our financial performance.

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Prices may also be adjusted on an ongoing basis to reflect changes in product content/costs and other commercial factors.

Our financial performance is largely dependent on our ability to achieve product cost reductions through product design enhancement and supply chain management, as well as manufacturing efficiencies and restructuring actions.

Our financial performance is largely dependent on our ability to achieve product cost reductions through product design enhancements and supply chain management, as well as manufacturing efficiencies and restructuring actions.

We also seek to enhance our financial performance by investing in product development, design capabilities and new product initiatives that respond to the needs of our customers and consumers.

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• Adverse developments affecting or the financial distress of one or more of our suppliers could adversely affect our financial performance.

We obtain components and other products and services from numerous Tier 2 automotive suppliers and other vendors throughout the world.

We obtain components and other products and services from numerous automotive suppliers and other vendors throughout the world.

We are responsible for managing our supply chain, including suppliers that may be the sole sources of products that we require, that our customers direct us to use or that have unique capabilities that would make it difficult and/or expensive to re-source.

In certain instances, entire industries may experience short-term capacity constraints.

Additionally, our production capacity, and that of our customers and suppliers, may be adversely affected by natural disasters.

Additionally, our production capacity, and that of our customers and suppliers, may be adversely affected by natural disasters or other

significant disruptions.

Any such significant disruption could adversely affect our financial performance.

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Labor agreements covering approximately 74% of our global unionized work force, including labor agreements in the United States and Canada covering approximately 2% of our global unionized workforce, are scheduled to expire in 2023.

There can be no assurances that future negotiations with the unions will be resolved favorably or that we will not experience a work stoppage or disruption that could adversely affect our financial condition, operating results and cash flows.

There can be no assurances that these upcoming negotiations or any other future negotiations with the unions will be resolved favorably or that we will not experience a work stoppage or disruption that could adversely affect our financial condition, operating results and cash flows.

A labor dispute involving us, any of our customers or suppliers or any other suppliers to our customers or that otherwise affects our operations, or the inability by us, any of our customers or suppliers or any other suppliers to our customers to negotiate, upon the expiration of a labor agreement, an extension of such agreement or a new agreement on satisfactory terms could adversely affect our financial condition, operating results and cash flows.

In addition, if any of our significant customers experience a material work stoppage, such as the General Motors labor strike in the fall of 2019, that customer may halt or limit the purchase of our products.

In addition, if any of our significant customers experience a material work stoppage, the customer may halt or limit the purchase of our products.

This could require us to shut down or significantly reduce production at facilities relating to such products, which could adversely affect our business and harm our profitability.

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Failure to attract, develop, engage and retain qualified employees, whether as a result of an insufficient number of qualified applicants, difficulty in recruiting new employees or inadequate resources to train, integrate and retain qualified employees, could impair our ability to execute our business strategy and could adversely affect our business.

In addition, while we strive to reduce the impact of the departure of employees, our operations and/or our ability to execute our business strategy and meet our business objectives may be affected by the loss of employees, particularly when departures involve larger

numbers of employees, such as with a surge in the number of employees voluntarily terminating their employment similar to that experienced by other employers and industries since 2020.

Higher rates of employee separations may adversely affect us through decreased employee morale, the loss of knowledge of departing employees and the devotion of resources to recruiting and onboarding new employees.

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• global sovereign fiscal matters and creditworthiness, including potential defaults and the related impacts on economic activity, including the possible effects on credit markets, currency values, monetary unions, international treaties and fiscal policies.

Expanding our sales and operations in Asia and our manufacturing operations in lower-cost regions are important elements of our strategy.

Expanding our sales and operations in lower-cost regions are important elements of our strategy.

As a result, our exposure to the risks described above is substantial.

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• Certain of our operations are conducted through joint ventures which have unique risks.

Certain of our operations, particularly in emerging markets, are conducted through joint ventures.

Certain of our operations, particularly in Asia, are conducted through joint ventures.

With respect to our joint ventures, we may share ownership and management responsibilities with one or more partners that may not share our goals and objectives.

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Various factors, including the industry environment and the other matters described herein and in Part II — Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," including "— Forward-Looking Statements," could adversely affect our ability to execute our strategic objectives.

These risk factors include our failure to identify suitable opportunities

for organic investment and/or acquisitions, our inability to successfully develop such opportunities or complete such acquisitions or our inability to successfully utilize or integrate the investments in our operations.

These risk factors include our failure to identify suitable opportunities for organic investment and/or acquisitions, our inability to successfully develop such opportunities or complete such acquisitions or our inability to successfully utilize or integrate the investments in our operations.

Our failure to execute our strategic objectives could adversely affect our financial condition, operating results and cash flows.

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We operate in a highly competitive industry.

We and most of our competitors are seeking to expand market share with new and existing customers, including in Asia and other potential high growth regions.

We and most of our competitors are seeking to expand market share with new and existing customers, including in high growth regions.

Our customers award business based on, among other things, price, quality, service and technology.

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Further, the global automotive industry is experiencing a period of significant technological change, including a focus on environmentally sustainable vehicles and subcomponents.

As a result, the success of portions of our business requires us to develop, acquire and/or incorporate new technologies and depends not only on our customers' ability to execute their strategies to exploit these technologies but also on the adoption of such technologies by end consumers.

Such technologies are subject to rapid obsolescence.

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Any such occurrences could adversely affect our financial condition, operating results and cash flows.

• If we do not respond appropriately, the evolution of the global transportation industry towards electrification, connectivity, autonomy and shared mobility could adversely affect our business.

• If we do not respond appropriately, the evolution of the global transportation industry toward electrification and shared mobility could adversely affect our business.

The global transportation industry is increasingly focused on the development of more fuel-efficient solutions to meet demands from consumers and governments worldwide to address climate change and an increased desire for environmentally sustainable solutions.

The impacts of these changes on us are uncertain and could ultimately prove dramatic.

If we do not respond appropriately, the evolution towards electrification and other energy sources could adversely affect our business.

If we do not respond appropriately, the evolution toward electrification and other energy sources could adversely affect our business.

The increased adoption of electrified and other non-internal combustion-based powertrains, such as fuel cells, may result in lower demand for some of our products.

For example, there has been an increase in consumer preferences for car and ride sharing, as opposed to automobile ownership, which may result in a long-term reduction in the number of vehicles per capita.

The evolution of the industry towards electrification, connectivity, autonomy and shared mobility has also attracted increased competition from entrants outside of the traditional light vehicle industry, some of whom may seek to provide products which compete with ours.

There has also been an increase in consumer preferences for car and ride sharing, as opposed to automobile ownership, which may result in a long-term reduction in the number of vehicles per capita.

The evolution of the industry toward electrification and shared mobility has also attracted increased competition from entrants outside of the traditional light vehicle industry, some of whom may seek to provide products which compete with ours.

Failure to innovate and to develop or acquire new and compelling products that capitalize upon new technologies in response to these evolving consumer preferences and demands could adversely affect our financial condition, operating results and cash flows.

• An emphasis on global climate change and other ESG matters by various stakeholders could negatively affect our business.

Customer, investor and employee expectations in areas such as the environment, social matters and corporate governance have been rapidly evolving and increasing.

The enhanced stakeholder focus on ESG issues requires the continuous monitoring of various and evolving standards and the associated reporting requirements.

A failure to adequately meet stakeholder expectations may result in the loss of business, diluted market valuation, an inability to attract customers or an inability to attract and retain top talent.

Customer, investor, employee and other stakeholder expectations of us and our supply base in areas such as the environment, social matters and corporate governance have been rapidly evolving and increasing.

The enhanced stakeholder focus on ESG requires the continuous monitoring of various and evolving standards and their associated requirements.

Our failure, or that of our supply base, to adequately meet stakeholder expectations may result in, among other things, the loss of business, diluted market valuation, an inability to attract customers or an inability to attract and retain top talent.

• Global climate change could negatively affect our business.

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Accounting principles generally accepted in the United States require that income or expense related to the defined benefit plans be calculated at the annual measurement date using actuarial calculations, which reflect certain assumptions.

The most significant of these assumptions relate to interest rates, the capital markets and other economic conditions.

The most significant of these assumptions relate to interest rates, the capital markets and other economic

These assumptions, as well as the actual value of pension assets at the measurement date, will impact the calculation of pension and other postretirement benefit expense for the year.

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We rely on the accuracy, capacity and security of our information technology networks.

collect and store sensitive end-user data (which could include personally identifiable information) could be breached or damaged by computer viruses, malware, phishing attacks, denial-of-service attacks, human error, natural or man-made incidents or disasters or unauthorized physical or electronic access.

These types of incidents have become more prevalent and pervasive across industries, including our industry, and are expected to continue in the future.

Despite the security measures that we have implemented, including those measures related to cybersecurity, our operational systems (including business, financial, accounting, human resources, product development and manufacturing processes), as well as those of our customers, suppliers and other service providers, and certain of our connected vehicle systems and components that may collect and store sensitive end-user data (which could include personally identifiable information) could be breached or damaged by computer viruses, malware, phishing attacks, denial-of-service attacks, human error, natural or man-made incidents or disasters or unauthorized physical or electronic access.

These types of incidents have become more prevalent and pervasive across industries, including our industry, and are expected to continue, if not increase, in the future.

The secure operation of our information technology networks, and the processing and maintenance of information by these networks, is critical to our operations and strategy.

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In addition, as climate change issues become more prevalent, foreign, federal, state and local governments and our customers have been responding to these issues.

The increased focus on environmental sustainability may result in new regulations and customer

requirements, or changes in current regulations and customer requirements, which could adversely affect our business, financial condition and operating results.

The increased focus on environmental sustainability may result in new regulations and customer requirements, or changes in current regulations and customer requirements, which could adversely affect our business, financial condition and operating results.

If we are unable to effectively manage real or perceived issues, including concerns about environmental impacts or similar matters, sentiments toward us or our products could be negatively impacted, and our business, financial condition and operating results could be adversely affected.

Changing government regulations related to greenhouse gas emissions and energy efficiency and growing recognition among consumers of the dangers of climate change may also require changes at the product/production process level.

These trends may also prompt automotive manufacturers to make or accelerate commitments to carbon neutrality, which could in turn prompt us to make changes at the product/production process level.

These trends may also prompt automotive manufacturers to accelerate commitments to carbon neutrality, which could in turn prompt us to make changes at the product/production process level.

This could require additional cost and/or investment to make products/production processes compliant and/or carbon neutral.

• New laws or regulations or changes in existing laws or regulations could adversely affect our financial performance.

We and the automotive industry are subject to a variety of federal, state, local and foreign laws and regulations, including those related to health, safety and environmental matters.

Governmental regulations also affect taxes and levies, capital markets, healthcare costs, energy usage, data privacy, international trade and immigration and other labor issues, all of which may have a direct or indirect effect on our business and the businesses of our customers and suppliers.

We and the automotive industry are subject to a variety of federal, state, local and foreign laws and regulations, including those related to health, safety and, increasingly, ESG matters.

Governmental regulations also affect taxes and levies, capital markets, healthcare costs, energy usage, data privacy, international trade and immigration, human rights and other labor issues, all of which may have a direct or indirect effect on our business and the businesses of our customers and suppliers.

We cannot predict the substance or impact of pending or future legislation or regulations, or the application thereof.

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• We are subject to regulation of our international operations that could adversely affect our financial performance.

We are subject to many laws governing our international operations, such as those that pertain to data privacy, prohibit improper payments to government officials and restrict where we can do business and what information or products we can supply to or purchase from certain countries or third parties, including but not limited to the Foreign Corrupt Practices Act and the U.S.

We are subject to many laws governing our international operations, such as those that pertain to data privacy and human rights, prohibit improper payments to government officials and restrict where we can do business and what information or products we can supply to or purchase from certain countries or third parties, including but not limited to the Foreign

Corrupt Practices Act and the U.S.

Export Administration Act.

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A trade war, other governmental action related to tariffs or international trade agreements, changes in U.S.

social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the

territories and countries where we currently manufacture and sell products or any resulting negative sentiments towards the United States could adversely affect our business, financial condition, operating results and cash flows.

social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories and countries where we currently manufacture and sell products or any resulting negative sentiments toward the United States could adversely affect our business, financial condition, operating results and cash flows.

ITEM 1B – UNRESOLVED STAFF COMMENTS

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors