What changed in this filing

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Item 1. Business

2024-11-22 compared with 2023-11-17 · 154 added, 27 removed, 100 unchanged (64% of the section changed)

24 unchanged sentences

The segment competes in an industry that is constantly challenged by emerging technologies that impact packaging and marketing.

These challenges can create new opportunities for the segment to create, produce and manage large volumes of brand content.

These challenges have created new opportunities for the segment to create, produce and manage large volumes of brand content in an automated manner, which has generated incremental revenues from standalone software-as-a-service (“SaaS”) sales.

They also provide the segment with opportunities to advise its clients on how to plan for, manage and execute the digital transformation of their packaging and marketing operations.

12 unchanged sentences

Workforce Composition:

As of October 31, 2023, the Company and its majority-owned subsidiaries employed approximately 12,000 people globally in 6 continents and more than 300 locations and 30 countries around the world.

As of October 31, 2024, the Company and its majority-owned subsidiaries employed over 11,000 people globally in 6 continents and more than 300 locations and 30 countries around the world.

Its diverse team of talented employees possess a vast array of skills including engineering, manufacturing, research and development, plant operations, production, logistics, creative design, photography and corporate functional services, including legal, information technology, human resources and finance.

1 unchanged sentence

Diversity and Inclusion:

Matthews views diversity and inclusion (“D&I”) as a priority to be valued and promoted throughout its business.

Matthews views diversity and inclusion (“D&I”) as a priority to be valued and promoted in every aspect of its business.

The Company understands and firmly believes in the value that diverse experiences, perspectives, and ideas bring to the workforce and offer to clients.

Matthews knows its employees deserve equal opportunities regardless of race, national origin, gender, gender expression, age, disability, religion, sexual orientation and more.

Matthews knows its employees deserve equal opportunities regardless of race, gender, gender expression, age, disability, religion, sexual orientation and more.

Matthews has consistently advocated that mutual respect, valuing the worth of all people, doing what's right and celebrating diversity is essential to how the Company operates and the way it does business.

Matthews’ D&I strategy focuses on priorities across seven key areas including:

Talent Acquisition, Employee Engagement, Learning and Awareness, Supplier Diversity, Connection to Customers, Normalizing Courageous Conversations, and Community Engagement.

A global council representative of a diverse workforce exists to help shape plans and program priorities, and seven additional councils across the organization support the program within local/regional markets to champion the work.

A full time D&I leader is actively focused on driving the overarching program and building progress across all seven focus areas.

Matthews is a unique organization, diverse in culture, talent and geography.

Matthews’ global D&I Council, representative of the Company's diverse workforce from all businesses, regions and cultures, along with multiple local councils and Employee Resource Groups (“ERGs”) focus on priorities across four key pillars:

Infrastructure, Employee Engagement, Talent Acquisition, and Community.

Aligned and designed to optimize the Company's HR Strategy, the D&I programming embraces, encourages and enhances Matthews as a unique organization, diverse in culture, talent and geography.

The Company stands committed to a culture reflecting the people, clients, customers, and communities it serves.

1 unchanged sentence

To continue to grow and compete in a highly competitive labor market, Matthews works hard to attract and select top talent through a compelling employment value proposition.

The Company’s employment brand highlights its values including innovation, commitment to people culture, diversity, equity and inclusion, employee development, and wellbeing.

The Company's selection process includes key behavioral questions that help select the right people for the right roles which helps to ensure cultural alignment.

The Company’s employment brand highlights its values including innovation, commitment to people culture, diversity, equity and inclusion, employee growth, and wellbeing.

The Company’s selection process includes key behavioral questions that help select the right people for the right roles which helps ensure cultural alignment.

Matthews understands the highly competitive market for talent and believes that to attract and retain top talent, it must offer competitive pay and benefit programs.

1 unchanged sentence

As a global company, adjustments are made for global and regional market demands.

Talent Management:

From onboarding to leadership development, Matthews believes that investing in its people leads to greater success.

The Company’s onboarding program reinforces its values and culture, supports its managers in creating a positive employee experience and rapid assimilation during the first 90 days which builds early commitment with all new hires.

BUSINESS, (continued)

Talent Development/Management:

From onboarding to leadership development, Matthews believes investing in its people leads to greater success.

The Company’s onboarding program reinforces its values and culture, supports its managers in creating a positive employee experience during the first 90 days and builds early commitment with all new hires.

Matthews knows that when employees have opportunities to learn and grow, see how their goals and objectives lead to something greater and understand their part in the organization’s success, it helps build a place where people want to stay.

Matthews’ competency-based learning center helps employees select learning programs to continue their growth, and the Company facilitates both formal and informal mentoring that reinforces and supports its leaders during key developmental periods and beyond.

Matthews’ globally accessible learning hub is a gateway to personal growth and professional development that allows employees to:

• Explore personalized learning opportunities tailored to specific needs and career aspirations.

• Access a wide range of learning resources on-demand, designed to help prepare employees to meet career aspirations.

• Discover diverse career paths and build the right skills aligned with goals through high-quality content from a variety of sources.

• Enhance skill sets to stay innovative and adaptable in an ever-evolving technological landscape.

Matthews is committed to fostering a culture of continuous learning and development, ensuring all employees have the resources and support they need to succeed.

Succession Management:

The Company’s future success depends upon tomorrow’s leaders.

Matthews has implemented a robust talent review process that identifies critical talent and serves as the basis for succession planning.

Each year, at the conclusion of this review, the executive team selects a cohort of critical talent by level to participate in comprehensive leadership programs designed to prepare leaders for enterprise roles.

The Company believes this investment, which includes classroom learning, external assessments, coaching/mentoring, and project application, both prepares and strengthens the organization for the future, while deepening the commitment of its top talent.

Succession Planning for senior leaders is a key focus area built on the foundation of a structured talent review process for identifying the key roles critical to future success, and the key talent to achieve success.

The outputs of this annual process are presented first to the executive team, who then selects a cohort of future leaders to participate in comprehensive leadership programs designed to prepare leaders for enterprise roles, and then presented to the Matthews Board of Directors.

The Company believes this investment, which includes classroom learning, assessments, coaching/mentoring and real time strategic project application, both strengthens the organization for the future, while deepening the commitment of its top talent with prepared, ready talent to assume senior roles.

Performance Management:

Connecting employees to the strategy ensures individual effort to a larger goal and strengthens commitment to the organization.

Connecting employees to the Company's strategy ensures individual effort to a larger goal and strengthens commitment to the organization.

The Company supports an annual leadership strategy cascade where each segment, division, group and team identify and align goals and objectives which serve as the basis for individual performance objectives, keeping employees firmly connected to the work and the Company’s collective success.

2 unchanged sentences

Matthews is a constantly evolving multi-national company, leveraging new ways of working to improve its quality, service and delivery systems to better help customers and clients succeed.

Building change capability to support employees through changes accelerates new ways of working, minimizes productivity loss, and accelerates improvement measures.

Building change capability to support employees through changes accelerates new ways of working, minimizes productivity loss, and accelerates adoption of innovations and improvement measures.

The Company has a trained global change network embedded in the business to support transformational projects to help realize the goals and benefits of organizational changes.

Health and Safety:

Employee health and safety in the workplace remains the Company’s highest priority and is one of the Company’s core values.

Safety efforts are led by the global health and safety team and supported by individuals at the local site level.

Hazards in the workplace are timely identified and management actively tracks incidents so remedial actions may be implemented to improve workplace safety.

Environmental, Health and Safety:

The Company’s leadership team is committed to integrating Environmental, Health, and Safety ("EHS") principles into the Company's business strategy and operations, as it is one of the Company’s core values.

Matthews continually improves its EHS management system and performance by setting measurable EHS objectives and targets, regularly reviewing progress, and implementing corrective actions when necessary.

A safe and healthy work environment can only be achieved through active participation.

Employees at all levels are encouraged and empowered to report hazards, participate in safety programs, and suggest improvements.

The Company's current backlog is expected to be substantially filled in fiscal 2025.

19 unchanged sentences

Company-Specific Risk Factors:

Foreign Operations.

The Company conducts business in more than 30 countries around the world, and in fiscal 2023 approximately 37% of the Company's sales to external customers were to customers outside the United States.

The Company's international sales and operations expose the Company to significant risks and failure to manage those risks could materially adversely impact the Company's business.

The Company conducts business in more than 30 countries around the world, and in fiscal 2024 approximately 36% of the Company's sales were made from locations outside the United States.

In addition, the Company's manufacturing operations, suppliers and employees are located in many places around the world.

11 unchanged sentences

• policy changes by the United States and foreign governments affecting the markets for the Company’s products;

• changes in tax laws, quotas, tariffs and other market barrier;

• changes in tax laws, quotas, tariffs and other market barriers;

• difficulties in protection and enforcement of intellectual property rights;

1 unchanged sentence

• failure to comply with the foreign data protection laws, including the European Union’s General Data Protection Regulation (the “GDPR”) ;

• failure to comply with foreign sustainability-related reporting requirements, including the European Corporate Sustainability Reporting Directive;

• inadvertent transfers of export-controlled information due to increased cross-border technology transfers and the use of offshore computer servers;

1 unchanged sentence

• challenges relating to managing a global workforce with diverse cultures, backgrounds and labor laws.

RISK FACTORS, (continued)

It also is possible that certain international contracts may include industrial cooperation agreements requiring specific in-country purchases, investments, manufacturing agreements or other financial obligations (known as offset obligations) and may provide for penalties if the Company fails to meet such requirements.

The impact of these risks is difficult to predict, but the occurrence of one or more of them could have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

Changes in foreign currency exchange rates could have an adverse effect on the Company's revenue, cash flows and financial results.

Production and sales of a significant portion of the Company's products are outside the United States, and accordingly, the Company holds assets, incurs liabilities, earns revenue and pays expenses in a variety of currencies.

The Company's consolidated financial statements are presented in U.S.

dollars, and therefore, the Company must translate the reported values of its foreign assets, liabilities, revenue and expenses into U.S.

Increases or decreases in the value of the U.S.

dollar compared to foreign currencies may negatively affect the value of these items in the Company's consolidated financial statements, even though their value has not changed in local currency.

Interest rate fluctuations could increase the Company's financing costs and reduce the Company's ability to obtain additional indebtedness or debt refinancing, which could materially and adversely affect the Company.

Interest rate fluctuations could increase the Company's financing costs to the extent such interest rates are not hedged.

In addition, increases in interest rates could limit the Company's ability to obtain additional indebtedness or debt refinancing on terms that the Company deems attractive, or at all, which could have a material and adverse effect on the Company's borrowing costs, profitability, liquidity and capital resources.

Borrowings under the Company’s credit facilities, including the domestic credit facility, are subject to variable rates of interest and expose the Company to interest rate risk.

The Company enters into interest rate swaps in order to achieve a mix of fixed and variable rate debt that it deems appropriate.

To the extent that some or all of the Company’s variable interest rate debt is not subject to interest rate swaps, if interest rates were to increase, the Company’s interest expense would increase, negatively affecting earnings and reducing cash flows available for working capital, capital expenditures and other investments.

The Company also has $300.0 million 8.625% senior secured second lien notes due October 1, 2027 (the "2027 Senior Secured Notes").

In the event the Company seeks to refinance indebtedness under the domestic credit facility or the 2027 Senior Secured Notes, or obtain additional financing, higher interest rates may limit the Company’s ability to incur such indebtedness on terms that it deems attractive, if at all.

If the Company is unable to incur indebtedness on terms that it deems attractive, it could have a material and adverse effect on the Company’s borrowing costs, profitability, liquidity and capital resources.

Increased prices for raw materials or shortages could adversely affect the Company's results of operations and cash flows.

The Company's profitability is affected by the prices of the raw materials used in the manufacture of its products.

These prices may fluctuate based on a number of factors, including changes in supply and demand, domestic and global economic conditions, volatility in commodity markets, currency exchange rates, labor costs, tariffs and fuel-related costs.

If suppliers increase the price of critical raw materials, alternative sources of supply, or alternative materials, may not exist or be readily available.

In addition, disruptions in the global supply chain may cause prices for raw materials to increase.

See "The Company faces additional global supply chain risks and risks of interruption of requisite logistics and transportation services, including as a result of the Company's reliance on limited suppliers and vendors for certain components, materials, and services."

The Company has standard selling price structures (i.e., list prices) in certain of its segments, which are reviewed for adjustment generally on an annual basis.

In addition, the Company has established pricing terms with several of its customers through contracts or similar arrangements.

Based on competitive market conditions and to the extent that the Company has established pricing terms with customers, the Company's ability to immediately increase the price of its products to offset the increased costs may be limited.

Significant raw material price increases that cannot be mitigated by selling price increases or productivity improvements will negatively affect the Company's results of operations.

RISK FACTORS, (continued)

The Company's balance sheet includes a significant amount of goodwill and intangible assets.

An impairment in the carrying value of goodwill could negatively impact the Company's consolidated results of operations and total assets.

The Company has recorded a significant amount of goodwill and intangible assets in its consolidated financial statements resulting from acquisition activities and has in the past recorded, and may in the future record, significant charges for impairment of goodwill and intangible assets.

The Company tests, at least annually, the carrying value of goodwill for impairment.

The estimates and assumptions about future results of operations and cash flows made in connection with the impairment testing could differ from future actual results of operations and cash flows.

For example, during the fiscal years ended September 30, 2024 and 2022, Matthews recorded a $16.7 million goodwill write-down with respect to its Surfaces and Engineering reporting unit and an $82.5 million goodwill write-down with respect to its SGK Brand Solutions reporting unit, respectively.

See Note 23, "Goodwill and Other Intangible Assets" in Item 8 - “Financial Statements and Supplementary Data” for further details.

If Matthews concludes that any further goodwill or intangible asset values are impaired, for reasons that may include, but are not limited to, underperformance in one or more reporting segments against forecast levels;

changes in the Company’s business strategy, structure, and/or the allocation of resources;

the inability of acquisitions to achieve expected operating results;

a decline in the Company’s stock price for a sustained period;

a potential recession or other disruption;

or interest rate increases or other factors, any resulting non-cash impairment charge could have a material adverse effect on Matthews’ business, results of operations and financial condition.

Changes in mortality and cremation rates could have a material adverse effect on the Company's cash flows and revenues.

Generally, life expectancy in the United States and other countries in which the Company's Memorialization segment operates has increased steadily for several decades and is expected to continue to do so in the future, absent events related to pandemics or similar outbreaks.

The increase in life expectancy is also expected to impact the timing of deaths in the future.

Additionally, cremations have steadily grown as a percentage of total deaths in the United States since the 1960's, and are expected to continue to increase in the future.

The Company expects that these trends will continue in the future and sales of the Company's Memorialization segment may benefit from the continued growth in the number of cremations;

however, such trends may adversely affect the volume of bronze and granite memorialization products and burial caskets sold in the United States.

The Company is subject to competitive pressures, including with respect to product demand and pricing.

The Company's businesses have and will continue to operate in competitive markets.

Changes in product demand or pricing are affected by domestic and foreign competition and an increase in consolidated purchasing by large customers operating in both domestic and global markets.

The Memorialization businesses generally operate in markets with ample supply capacity and demand which is correlated to death rates.

The SGK Brand Solutions businesses serve global customers that are requiring their suppliers to be global in scope and price-competitive.

Additionally, in recent years the Company has witnessed an increase in products manufactured offshore, primarily in China, and imported into the Company's U.S.

It is expected that these trends will continue and may affect the Company's future results of operations.

The loss of any of the Company's large customers could have a material adverse effect on the Company's cash flows and results of operations.

Although the Company does not have any customer that is individually significant to consolidated sales, it does have contracts with several large customers in each of its business segments.

While these contracts provide important access to large purchasers of the Company's products, they can obligate the Company to sell products at contracted prices for extended periods of time, or, in the event of a dispute with a large customer, cause disruptions to the units sold to such customer, if any.

Additionally, any significant divestiture of business properties or operations by current customers could result in a loss of business if the Company is not able to maintain the business with the subsequent owners of the businesses.

The Company faces additional global supply chain risks and risks of interruption of requisite logistics and transportation services, including as a result of the Company's reliance on limited suppliers and vendors for certain components, materials, and services.

The Company purchases components and materials to manufacture its products from a large number of suppliers, some of which may be critical to operations.

The Company’s product offerings are impacted by such suppliers' lead times, volume constraints and increasing costs.

The Company has experienced and may continue to experience extended lead times and product unavailability due to manufacturing disruptions or closures as well as delays and unanticipated costs associated with the sourcing of materials.

Matthews’ supply chain operations span several geographies globally and are heavily dependent upon third party logistics and transportation services to deliver the Company’s products to customers.

Extended lead times and shortages could impair the Company’s ability to meet its customer requirements, require the Company to pay higher prices or incur expedite fees or cause its customers to delay or forgo projects, which would harm Matthews’ business and negatively impact the Company’s gross margin and results of operations.

RISK FACTORS, (continued)

Pandemics or similar outbreaks may cause unfavorable economic or market conditions, which could impact demand patterns, access to capital and/or disrupt global supply chains and manufacturing operations.

Pandemics or similar outbreaks could adversely affect the economies of developed and emerging markets, potentially resulting in an economic downturn that could affect customers’ demand for the Company’s products and services, as well as the Company's ability to access capital at acceptable interest rates.

The spread of pandemics or similar outbreaks may also disrupt the Company’s manufacturing and production operations, as well as its distribution systems, which include import and export for delivery of the Company’s products to its customers.

These factors could materially and adversely affect the Company’s business, financial condition and results of operations.

See also "The Company faces additional global supply chain risks and risks of interruption of requisite logistics and transportation services, including as a result of the Company's reliance on limited suppliers and vendors for certain components, materials, and services."

Due to the uncertainty relating to a pandemic or similar outbreak, the Company, its customers or its suppliers may be required, or believe that it is advantageous, to take precautionary measures intended to minimize the risk of a virus or disease spreading to employees, customers, and the communities in which they operate, and these measures could negatively impact the Company’s business.

Further, if the scope and severity of an outbreak worsens and the Company’s contingency plans prove ineffective, its global operations could potentially experience disruptions, such as temporary closure of facilities or delays or suspensions in product offerings and services, which may materially and adversely affect the Company’s business, financial condition and results of operations.

Global conflicts may impact the Company's business and the markets in which the Company operates.

Global conflicts, such as the war in Ukraine, could impact the Company and its operations in a number of different ways, which are yet to be fully assessed and are therefore uncertain.

The Company’s principal concern is for the safety of its employees and other personnel, specifically those who are based in the affected region.

The Company has employees who are based in Eastern Europe, including Russia and Ukraine, who may be affected by the ongoing hostilities.

The Company additionally has property, plant and equipment in or around the affected region.

The continuing impact of this war and the response of the United States and other countries to it by means of trade and economic sanctions, or other actions, is still evolving and unknown;

however it could disrupt the Company’s ability to work with certain parties.

Similarly, the Company has employees based in the affected region and works with third-party providers from other parts of the world that may be affected by hostilities.

Due to the uncertainty relating to war or similar conflicts, the current war between Russia and Ukraine may adversely affect the Company's business, of which could materially and adversely affect the Company's results of operations.

Such risks include, but are not limited to, adverse effects on macroeconomic conditions, including inflation and business and consumer spending;

disruptions to the Company's global technology infrastructure, including through cyberattack, ransom attack, or cyber-intrusion;

adverse changes in international trade policies and relations;

disruptions in global supply chains;

exposure to foreign currency fluctuations;

and constraints, volatility, or disruption in the capital markets.

Similar uncertainties may arise in connection with other ongoing hostilities or future hostilities.

For so long as the hostilities continue, and perhaps even thereafter as the situation unfolds, the Company may see increased volatility in financial markets, which may impact equity markets generally, including the Company’s stock price, and make it more difficult for the Company to raise additional capital at a strategically advantageous time, or for financing to be available upon acceptable terms.

All or any of these risks separately, or in combination could have a material adverse effect on the Company's business, financial condition, results of operations, and cash flows.

The Company faces risks in connection with acquisitions, divestitures and business combinations, including the Company's ability to identify or successfully complete any such acquisitions, divestitures or business combinations, to effectively integrate acquired businesses or to effectively manage the remaining business or the combined business.

The Company has grown, in part, through acquisitions and continues to evaluate acquisition, divestiture and business combination opportunities that have the potential to support and strengthen its businesses, and any such future acquisitions, divestitures or business combinations may be material.

There is no assurance, however, that future acquisition, divestiture or business combination opportunities will arise, or that if they do, that they will be consummated.

In addition, acquisition, divestitures and business combinations involve inherent risks that the businesses acquired, or the combined or remaining business, will not perform in accordance with expectations, or that synergies expected from an acquisition, divestiture or business combination will not be achieved as rapidly as expected, or at all.

The Company's pre-transaction diligence review may not discover or accurately quantify certain undisclosed liabilities, and the Company may not be indemnified for such liabilities which could have an adverse effect on the acquired business, the remaining business or the combined business.

Failure to effectively integrate acquired businesses or effectively manage the remaining business or the combined business could prevent the realization of expected rates of return on the investment, including the achievement of cost-reduction objectives, and could have a negative effect on the Company's results of operations and financial condition.

RISK FACTORS, (continued)

If the Company is unable to adequately protect the Company's intellectual property, the Company's business, financial condition or results of operations could be materially and adversely affected.

Certain of the Company's businesses rely on various intellectual property rights, including patents, copyrights, trademarks and trade secrets, as well as confidentiality provisions and licensing arrangements, to establish proprietary rights.

If the Company does not enforce, or is unsuccessful in enforcing, its intellectual property rights successfully, its competitive position may suffer, which could harm the Company's operating results and have a material adverse effect on the Company's business.

In addition, the Company's patents, copyrights, trademarks and other intellectual property rights, including its trade secrets, may not provide a significant competitive advantage.

The Company may need to spend significant resources monitoring its intellectual property rights and may or may not be able to detect infringement by third parties.

The Company's competitive position may be harmed if it cannot detect infringement and enforce its intellectual property rights quickly or at all.

In some circumstances, the Company may choose to not pursue enforcement because an infringer has a dominant intellectual property position or for other business reasons, such as the expense of litigation against a well-resourced adversary.

In addition, competitors might avoid infringement by designing around the Company's intellectual property rights or by developing non-infringing competing technologies.

Intellectual property rights and the Company's ability to enforce them may be unavailable or limited in some countries which could make it easier for competitors to capture market share and could result in lost revenues.

Intellectual property infringement assertions by third parties, including those of Tesla, could result in significant costs and adversely affect the Company's business, financial condition, operating results and reputation.

The Company actively manages its businesses to ensure compliance under contractual commitments with its customers, including matters related to intellectual property rights.

While the Company believes it has complied with its obligations in this regard and has not infringed on the intellectual property of third parties, the Company cannot assure that third parties will not assert claims, meritorious or otherwise.

For example, while the Company has attempted to work under the terms of its existing contracts with Tesla to affirm the ownership of its intellectual property, in June 2024, Tesla filed a complaint against the Company (the “Tesla Complaint”) alleging trade secret misappropriations under the Defend Trade Secrets Act (the “DTSA”) and California’s Uniform Trade Secrets Act (the “CUTSA”), breach of contract and unfair business practices relating to the Company’s dry battery electrode solutions.

The Company cannot predict whether the assertions in the Tesla Complaint or other assertions of third-party intellectual property rights or claims arising from such assertions would substantially adversely affect the Company's business, financial condition and operating results.

The defense of these claims, including the Tesla Complaint, and any future infringement claims, whether they are with or without merit or are determined in the Company's favor, may result in costly litigation and diversion of technical and management personnel.

Further, an adverse outcome of a dispute, including the dispute with Tesla, may require the Company to pay damages, cease making, licensing, or using products or offering services that are alleged to incorporate the intellectual property of others, expend additional development resources to redesign the Company's offerings, or enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary intellectual property, which may be unavailable on terms acceptable to the Company, or at all.

Even if these matters do not result in litigation or are resolved in the Company's favor or without significant cash settlements, the time and resources necessary to resolve them could adversely affect the Company's business, reputation, financial condition and operating results.

The Company is subject to environmental laws and regulations, as well as environmental remediation and compliance that may lead to significant unforeseen expenses.

The Company is subject to the risk of environmental liability and limitations on its operations due to environmental laws and regulations.

The Company is subject to extensive federal, state, local and foreign environmental, health and safety laws and regulations concerning matters such as air emissions, wastewater discharges, solid and hazardous waste handling and disposal and the investigation and remediation of contamination.

The risks of potentially substantial costs and liabilities related to compliance with these laws and regulations are an inherent part of the Company's business, and future conditions may develop, arise or be discovered that create substantial environmental compliance or remediation liabilities and costs.

Compliance with environmental, health and safety legislation and regulatory requirements may prove to be more limiting and costly than the Company anticipates, and there is no assurance that significant expenditures related to such compliance may not be required in the future.

From time to time, the Company may be subject to legal proceedings brought by private parties or governmental authorities with respect to environmental matters, including matters involving alleged noncompliance with or liability under environmental, health and safety laws, property damage or personal injury.

New laws and regulations, including those which may relate to emissions of greenhouse gases, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or the imposition of new clean-up requirements could require the Company to incur costs or become the basis for new or increased liabilities that could have a material adverse effect on the Company's business, financial condition or results of operations.

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 1. Business