What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2025-02-25 compared with 2024-02-20 · 112 added, 111 removed, 365 unchanged (38% of the section changed)

6 unchanged sentences

We have experienced, and expect to continue to experience, fluctuations in revenues and results of operations due to economic and business cycles.

In particular, during 2021, we had higher than anticipated demand in our pool business and certain parts of our residential and commercial businesses.

However, such demand in our pool and other residential businesses declined during 2022 and 2023 as we saw inventory correcting within our residential distribution channels and may not be repeated in future periods.

Important factors for our businesses and the businesses of our customers include the overall strength of the global economy and various regional economies and our customers’ confidence in these economies, industrial and governmental capital spending, the strength of residential and commercial real estate markets, residential housing markets, the commercial business climate, global supply chain stability, unemployment rates, availability of consumer and commercial financing, interest rates, inflation rates, and energy and commodity prices.

Important factors for our businesses and the businesses of our customers and suppliers include the overall strength of the global economy and various regional economies and our customers’ confidence in these economies, industrial and governmental capital spending, the strength of residential and commercial real estate markets, residential housing markets, the food service industry, the commercial business climate, global supply chain stability, possible tariff increases, unemployment rates, availability of consumer and commercial financing, interest rates, inflation rates, and energy and commodity prices.

Recessions, economic downturns, inflation, slowing economic growth and social and political instability in the industries and/or markets where we compete could negatively affect our revenues and financial performance in future periods, result in future restructuring charges, and adversely impact our ability to grow or sustain our business.

For example, current macroeconomic and political instability caused by global supply chain disruptions, inflation and the strengthening of the U.S.

For example, current macroeconomic and political instability, inflation and the strengthening of the U.S.

dollar have and could continue to adversely impact our results of operations.

In addition, military conflicts, such as those between Russia and Ukraine and Hamas and Israel, and their impact on economies may adversely impact our results of operations.

In addition, military conflicts, such as those between Russia and Ukraine and in the Middle East, and their impact on economies, may adversely impact our results of operations.

The businesses of many of our industrial customers are to varying degrees cyclical and have experienced periodic downturns.

12 unchanged sentences

We operate in global markets that are characterized by customer demand that is often global in scope but localized in delivery.

We compete with thousands of smaller regional and local companies that may be positioned to offer products produced at lower cost than ours, or to capitalize on highly localized relationships and knowledge that are difficult for us to replicate.

Also, in several emerging markets, potential customers prefer local suppliers, in some cases because of existing relationships and in other cases because of local legal restrictions or incentives that favor local businesses.

In addition, we need to be flexible to adapt our products to ever changing customer preferences, including those relating to regulatory, climate change and social

responsibility matters.

We compete with numerous smaller regional and local companies that may be positioned to offer products produced at lower cost than ours, or to capitalize on highly localized relationships and knowledge that are difficult for us to replicate.

Also, in several markets, potential customers prefer local suppliers, in some cases because of existing relationships and in other cases because of local legal restrictions or incentives that favor local businesses.

In addition, we need to be flexible to adapt our products to ever changing customer preferences, including those relating to climate change and sustainability matters as well as regulatory requirements.

We have identified specific product and geographic market opportunities that we find attractive and continue to pursue, both within and outside the U.S.

We expect to continue investing in our businesses to drive these opportunities through research and development and additional sales and marketing resources.

Unless we successfully penetrate these markets, our core sales growth will likely be limited or may decline.

Accordingly, our future success depends upon a number of factors, including our ability to transform and adapt our products, services, solutions, organization, workforce and sales strategies to fit localities throughout the world, particularly in high growth emerging markets;

Unless we successfully penetrate

these markets, our core sales growth will likely be limited or may decline.

identify emerging technological and other trends in our target end markets;

and develop or acquire competitive technologies, products, services, and solutions and bring them to market quickly and cost-effectively.

We must also monitor disruptive technologies, such as artificial intelligence, and business models, and we may not be able to take advantage of such technologies, including if we are not able to attract and retain talent that would enable us to leverage such technologies.

We must also monitor emerging technologies, such as artificial intelligence, and business models, and we may not be able to take advantage of such technologies, which could include not being able to attract and retain talent that would enable us to leverage such technologies.

Our competitors may be more successful in their technology strategy and develop superior products and services with the aid of emerging technologies.

In addition, the markets for our products, services and solutions may not develop or grow as we anticipate.

16 unchanged sentences

We may not achieve some or all of the expected benefits of our business initiatives.

During 2023 and 2022, we initiated and continued execution of certain business initiatives aimed at reducing our fixed cost structure and realigning our business.

During 2021, we also launched and committed resources to a program designed to accelerate growth and drive margin expansion through transformation of our business model to drive operational excellence, reduce complexity and streamline our processes.

During 2024 and 2023, we executed certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business.

Additionally, in 2024 and 2023, we made progress on our Transformation Program designed to accelerate growth and drive margin expansion by driving operational excellence, reducing complexity and streamlining our processes.

As a result, we have incurred and expect to continue to incur in the future substantial expense, including transformation costs that include professional services, project management and related design and execution charges, as well as costs related to both labor and non-labor restructuring and IT investments, and restructuring charges.

We may not be able to achieve accelerated growth and margin expansion or operating efficiencies to reduce costs or realize benefits that we anticipated in connection with these initiatives.

In 2024, we also began using 80/20 guiding principles, which focus on key customers and products through quadrant-based strategies, and we expect this analysis to result in actions to improve operating performance by reducing lower margin sales and removing complexity.

As a result, it is possible our revenues could be reduced by exiting certain customers and products.

In addition, we may not be able to achieve accelerated growth and margin expansion or operating efficiencies to reduce costs or realize benefits that we anticipate in connection with the foregoing initiatives.

If we are unable to execute these initiatives as planned, we may not realize all or any of the anticipated benefits, which could have a material adverse effect on our business, financial condition, results of operations and cash flows .

We may experience cost and other inflation.

In prior years, we experienced inflationary cost increases of raw materials, such as metals, resins, drives and motors, as well as increases in logistics, energy, insurance and labor costs (including wages, pensions and health care benefits), and due to the current volatile nature of the market, we expect inflationary cost increases to continue in 2024.

We may experience cost increases and other inflation.

In recent years, we experienced inflationary cost increases of raw materials, such as metals and resins, drives and motors, as well as increases in logistics, transportation, energy, insurance and labor costs (including wages, pensions and health care benefits).

The ongoing volatile market for commodities has the potential to continue to drive price increases in our supply chain.

The current U.S.

administration has recently implemented tariffs and has announced the possibility of implementing additional, or increasing current, tariffs;

these actions and any reactionary tariff adjustments by other countries may also contribute to inflationary cost increases.

We strive for productivity improvements and implement increases in selling prices to help mitigate cost increases.

We continue to implement operational initiatives to mitigate the impacts of inflation and continuously reduce our costs.

However, these actions may not be successful in managing our costs or increasing our productivity and we anticipate inflation to continue with respect to raw materials as well as labor and logistics.

Continued cost inflation or failure of our initiatives to increase prices, generate cost savings or improve productivity could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We also implement operational initiatives to mitigate the impacts of inflation and reduce our costs.

However, these actions may not be successful in managing our costs or increasing our productivity.

We anticipate supply chain pressures and inflationary cost increases due to potential tariffs and pressure on global manufacturing to continue into 2025.

Continued cost inflation, new or increased tariffs, or our failure to increase prices, generate cost savings or improve productivity could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Interruption of our supply chain could affect our ability to produce or deliver our products and could negatively impact our business and profitability.

During 2023, 2022 and 2021, we experienced supply chain challenges, including increased lead times for raw materials due to availability constraints and high demand for these materials.

These disruptions or our failure to effectively respond to them have increased and may continue to increase product, logistics or labor costs, limit availability of raw materials or cause delays in delivering our backlog or may cause an inability to deliver products to our customers or meet customer demand.

While we have elevated our engagement with our suppliers and used secondary suppliers and new methods of procurement where available to mitigate the supply chain pressures, supply chain challenges may continue in the future.

In addition, as we execute on our ongoing Transformation Program, we may experience costs as a result of changing to new suppliers.

Any material interruption in our supply chain, such as material interruption of the supply of raw materials and components due to the casualty loss of any of our manufacturing plants;

In recent years, we experienced supply chain challenges, including increased lead times for raw materials due to availability constraints and high demand for these materials.

These disruptions or our failure to effectively respond to them may increase product, logistics or labor costs, limit availability of raw materials or cause delays in delivering our backlog, or may cause an inability to deliver products to our customers or meet customer demand.

While we have elevated our engagement with our suppliers and used secondary suppliers and new methods of procurement where available to mitigate supply chain pressures, supply chain challenges may continue in the future.

In addition, as we execute on our ongoing Transformation Program, we may incur additional costs as a result of changing to new suppliers and investing in alternative fixtures and tools.

Any material interruption in our supply chain, such as:

material interruption of the supply of raw materials and components due to the casualty loss of any of our manufacturing plants;

interruptions in service by our third-party logistic service providers or common carriers that ship goods within our distribution channels;

3 unchanged sentences

trade restrictions, such as increased tariffs or quotas, embargoes or customs restrictions or inspections;

or other unexpected or uncontrollable events that cause a material interruption in our supply chain such as pandemics (including COVID-19);

social or labor unrest;

natural disasters;

or political disputes, international hostilities and military conflicts;

could negatively affect our ability to produce or deliver our products and have a negative material impact on our business and our profitability.

or other unexpected or uncontrollable events that cause a material interruption in our supply chain such as pandemics, social or labor unrest, natural disasters, or political disputes, international hostilities, and military conflicts could negatively affect our ability to produce or deliver our products and have a negative material impact on our business and our profitability.

Additionally, our raw materials and components are sourced from a wide variety of domestic and international business partners.

4 unchanged sentences

A supplier's failure to meet our standards, provide products in a timely and efficient manner, or comply with applicable laws is beyond our control.

In addition, our competitors may be less reliant on third-party suppliers than we are, which may give such competitors more control over their supply chain and lead times for manufacturing products.

In addition, our competitors may be less reliant on third-party suppliers than we are or have suppliers in a region that has a better cost position or an enhanced logistical advantage than we have, which may give such competitors more control over their supply chain and lead times for manufacturing products.

These issues could have a material adverse effect on our business, financial condition, results of operations and cash flows.

6 unchanged sentences

• changes in general economic and political conditions in countries where we operate or purchase from, particularly in emerging markets;

• relatively more severe economic conditions in some international markets than in the U.S.;

• relatively more severe or unpredictable economic conditions in some international markets than in the U.S.;

• the imposition of sanctions, tariffs, duties, exchange controls, currency restrictions or other trade restrictions;

2 unchanged sentences

legal systems;

• the difficulty of communicating and monitoring evolving standards and directives across our product lines, services, and global facilities;

• the difficulty of ensuring that our products, services and supply chains meet ever-changing regional regulations and requirements;

• the difficulty of communicating and monitoring evolving regulations, standards and directives across our sales channels, product lines, services and global facilities;

• the difficulty of ensuring that our products, services, sales channels and supply chains meet ever-changing regional regulations and requirements;

• trade protection measures and import or export licensing requirements and restrictions;

• the possibility of military conflicts or terrorist action affecting us, our operations, supply chains, our end-markets or economies generally;

• the possibility of international hostilities, military conflicts or terrorist action affecting us, our operations, supply chains, our end-markets or economies generally;

• the threat of nationalization and expropriation;

10 unchanged sentences

Changes in U.S.

or foreign government administrative policy, including changes to existing trade agreements, could have a material adverse effect on us.

or foreign government administrative policy, including the imposition of, or increases in, tariffs and changes to existing trade agreements, could have a material adverse effect on us.

As a result of changes to U.S.

1 unchanged sentence

greater restrictions on free trade generally;

significant increases in tariffs on goods including those imported into the U.S., particularly tariffs on products manufactured in Mexico, China, or other countries where we purchase, have operations or manufacture or sell products;

imposition of or significant increases in tariffs on goods including those imported into the U.S., particularly tariffs on products manufactured in Mexico, China, Canada, or other countries where we purchase, have operations or manufacture or sell products;

prohibitions or restrictions on doing business with certain entities, including those with certain relationships with China;

1 unchanged sentence

trade policy, among other possible changes.

It remains unclear what the U.S.

The current U.S.

administration has recently implemented tariffs and has announced the possibility of implementing additional, or increasing current, tariffs, and it remains unclear what the U.S.

administration or foreign governments, including China, will or will not do with respect to tariffs or international trade agreements and policies.

other governmental action related to tariffs or international trade agreements;

other governmental action, including threatened actions and uncertainty, related to tariffs or international trade agreements;

changes in U.S.

7 unchanged sentences

In addition, our patents, copyrights, trademarks and other intellectual property rights may not provide us a significant competitive advantage.

Furthermore, our business strategy also includes expanding our smart products and Internet of Things offerings and there are many other companies that hold patents in this space.

Over the past few years, we have noticed an increasing tendency for participants in our markets, including competitors, to use challenges to intellectual property to compete.

Furthermore, our business strategy also includes expanding our smart product offerings and there are many other companies that hold patents in this space.

We have noticed an increasing tendency for participants in our markets, including competitors, to use challenges to intellectual property to compete.

Patent and trademark challenges increase our costs to develop, engineer and market our products.

8 unchanged sentences

While we do not have any other customers that accounted for more than 10% of our consolidated net sales in 2024, we have other customers that are key to the success of our business.

Our concentration of sales to a relatively small number of larger customers makes our

relationship with each of these customers important to our business.

Our concentration of sales to a relatively small number of larger customers makes our relationship with each of these customers important to our business.

Our success is dependent on retaining these customers, which requires us to successfully manage relationships and anticipate the needs of our customers in the channels in which we sell our products.

6 unchanged sentences

Catastrophic and other events beyond our control may disrupt operations at our manufacturing facilities and those of our suppliers, which could cause us to be unable to meet customer demands or increase our costs, or reduce customer spending.

If operations at any of our manufacturing facilities or those of our suppliers were to be disrupted as a result of significant equipment failures, natural disasters, earthquakes, power outages, fires, explosions, terrorism, political disputes, international hostilities, military conflicts, cybersecurity incidents, adverse weather conditions, labor disputes, public health epidemics (including the COVID-19 pandemic) or other catastrophic events or disruptions outside of our control, we may be unable to fill customer orders and otherwise meet customer demand for our products.

Some of our operations, including our pool business operations in North Carolina and California, are in areas that are more susceptible to natural disasters such as hurricanes, wildfires and earthquakes.

If operations at any of our manufacturing facilities or those of our suppliers were to be disrupted as a result of significant equipment failures, natural disasters, earthquakes, power outages, fires, explosions, terrorism, political disputes, international hostilities, military conflicts, cybersecurity incidents, adverse weather conditions, labor disputes, public health epidemics or pandemics, or other catastrophic events or disruptions outside of our control, we may be unable to fill customer orders and otherwise meet customer demand for our products.

Some of our operations, including our pool business operations in North Carolina, Florida and California, are in areas that are more susceptible to natural disasters such as hurricanes, wildfires and earthquakes.

These types of events may negatively impact residential, commercial and industrial spending in impacted regions or, depending on the severity, global spending.

4 unchanged sentences

We experience seasonal demand with end customers and end users within each of our business segments.

Demand for pool equipment in the Pool segment, water solution products in the Water Solutions segment, and residential water supply and agricultural products within the Flow segment follows warm weather trends, with seasonal highs from April to September.

While historically we have attempted to mitigate the magnitude of the sales spikes in the Pool segment by employing some advance sale “early buy” programs (generally including extended payment terms and/or additional discounts), we cannot provide assurance that should we use such programs in the future they will be successful.

While historically we have attempted to mitigate the magnitude of the sales spikes in the Pool segment by employing some advance sale “early buy” programs (generally including extended payment terms and/or additional discounts), we cannot provide assurance that these programs will be successful should we continue to use them in the future.

In addition, seasonal effects associated with products within our Flow, Water Solutions and Pool segments may vary from year-to-year and be impacted by weather patterns, such as temperature, heavy flooding and droughts.

Moreover, adverse weather conditions, such as cold or wet weather, may negatively impact demand for, and sales of, products within our business segments.

Volatility in currency exchange rates could have a material adverse effect on our financial condition, results of operations and cash flows.

Volatility in currency exchange rates and failure to effectively hedge our exposure to fluctuations could have a material adverse effect on our financial condition, results of operations and cash flows.

Sales outside of the U.S.

10 unchanged sentences

and margins on sales of products that include components obtained from suppliers located outside of the U.S.

Periodically, we use derivative financial instruments to manage or reduce the impact of changes in foreign currency rates.

If we are not successful in monitoring our foreign currency exchange exposures and conducting an effective hedging program, our foreign currency hedging activities may not offset the impact of fluctuations in currency exchange rates on our results of operations and financial position.

Our business may be adversely affected by matters associated with our labor force.

Certain of our employees are covered by collective bargaining agreements or represented by works councils.

Although we believe that our relations with the labor unions and works councils that represent our employees are generally good and we have experienced no material work stoppages recently, no assurances can be made that we will not experience these and other types of conflicts with labor unions, works councils, other groups representing employees or our employees generally in the future, or that any future negotiations with these groups will not result in significant increases in our cost of labor.

In addition, an important aspect of attracting and retaining qualified personnel is continuing to offer competitive wages, employee healthcare, retirement and other benefits.

The expenses we record for our employee benefit plans depend on factors such as changes in market interest rates and healthcare cost inflation, and significant unfavorable changes in these factors could increase our

expenses and funding requirements.

Any future negotiations with these groups may result in significant increases in our cost of labor.

In addition, an important aspect of attracting and retaining qualified personnel is continuing to offer competitive wages, employee healthcare, retirement plans and other benefits.

An inability to control costs and funding requirements related to employee benefits could negatively impact our results of operations and financial condition.

2 unchanged sentences

We are in the process of a multi-year implementation of an updated global enterprise resource planning (“ERP”) system in connection with moving to digital processes under our Transformation Program.

Ultimately, this ERP system will update our existing operating and transactional financial systems.

Ultimately, this ERP system will modernize several of our existing operating and transactional financial systems.

The ERP system is designed to accurately maintain our financial records, enhance operational functionality and provide timely information to our management team related to the operation of the business.

2 unchanged sentences

If we are unable to successfully design and implement the updated ERP system as planned, our financial position, results of operations and cash flows could be negatively impacted.

Additionally, if we do not effectively implement the ERP system as planned or the ERP system does not operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected or our ability to assess those controls adequately could be further delayed.

Risks Relating to Our Debt and Financial Markets

1 unchanged sentence

As of December 31, 2024, we had $1,663.1 million of total debt outstanding on a consolidated basis.

We and our subsidiaries may incur additional indebtedness in the future, including in connection with acquisitions, subject to restrictions in our debt agreements.

Our increased level of indebtedness and any future increases in our level of indebtedness may have important effects on our future operations, including, without limitation:

• we will have additional cash requirements in order to support the payment of interest on our outstanding indebtedness;

• increases in our outstanding indebtedness and leverage may increase our vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure;

• our ability to obtain additional financing for working capital, capital expenditures, general corporate and other purposes may be reduced;

• our flexibility in planning for, or reacting to, changes in our business and our industry may be reduced;

• our flexibility to make acquisitions and develop technology may be limited.

Our ability to make payments of principal and interest on and to refinance our indebtedness, including our existing debt as well as any future debt that we may incur, will depend on our ability to generate cash in the future from operations, financings or asset sales.

Subject to restrictions in our debt agreements, we and our subsidiaries may incur additional indebtedness in the future, including in connection with acquisitions.

Our level of indebtedness and any future increases in our level of indebtedness may have important effects on our future operations, including, without limitation:

• additional cash requirements in order to support the payment of interest on our outstanding indebtedness;

• increased vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure;

• reduced ability to obtain additional financing for working capital, capital expenditures, general corporate and other purposes;

• reduced flexibility in planning for, or reacting to, changes in our business and our industry;

• limited flexibility to make acquisitions and develop technology.

Our ability to generate cash is subject to general economic conditions and financial, business and other factors affecting our operations, many of which are beyond our control.

5 unchanged sentences

Such measures might not be sufficient to enable us to service our debt and meet our other cash requirements.

In addition, any such financing, refinancing or sale of assets might not be available at all or on economically favorable terms.

In addition, any such financing, refinancing or sale of assets or businesses might not be available at all or on economically favorable terms.

Covenants in our debt instruments may adversely affect us.

2 unchanged sentences

A breach of any of these covenants could result in a default under our credit agreements or indentures.

Upon the occurrence of an event of default under any of our credit facilities or indentures, the lenders or trustees could elect to declare all amounts outstanding thereunder to be immediately due and payable and, in the case of credit facility lenders, terminate all

commitments to extend further credit.

If the lenders or trustees accelerate the repayment of borrowings, we cannot provide assurance that we will have sufficient assets to repay our credit facilities and our other indebtedness.

18 unchanged sentences

In addition, these factors may make it more difficult for our suppliers to meet demand for products or for customers to purchase products or commence new projects as suppliers and customers may experience increased costs of debt financing or difficulties in obtaining debt financing.

Disruptions in the financial markets have had adverse effects on other areas of the economy and have led to a slowdown in general economic activity that may continue to adversely affect our businesses.

Disruptions in the financial markets may have adverse effects on various areas of the economy, which could lead to a slowdown in general economic activity and adversely affect our businesses.

One or more of these factors could adversely affect our business, financial condition, results of operations or cash flows.

10 unchanged sentences

Our policies mandate compliance with these anti-bribery laws.

We operate in many parts of the world that are recognized as having governmental and commercial corruption and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices.

We operate in many parts of

the world that are recognized as having governmental and commercial corruption and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices.

We cannot assure that our internal control policies and procedures will always protect us from negligent, reckless or criminal acts committed by our employees or third-party intermediaries.

In the event that we believe or have reason to believe that our employees, customers, or agents have or may have violated applicable anti-corruption laws, including the FCPA, we may be required to investigate the relevant facts and circumstances, which can be expensive and require significant time and attention from senior management.

In the event that we believe or have reason to believe that our employees, suppliers, customers, or agents have or may have violated applicable anti-corruption laws, including the FCPA, we may be required to investigate the relevant facts and circumstances, which can be expensive and require significant time and attention from senior management.

Violations of these laws may require self-disclosure to government agencies and result in criminal or civil sanctions, which could disrupt our business and result in a material adverse effect on our reputation, business, financial condition, results of operations and cash flows.

8 unchanged sentences

When we receive information alleging improper activity, our policy is to investigate that information and respond appropriately, including, if warranted, reporting our findings to relevant governmental authorities.

Nonetheless, our policies and procedures may not always protect us from actions that would violate U.S.

and/or non-U.S.

Nonetheless, our policies and procedures may not always protect us from actions that would violate applicable laws.

Any improper actions could subject us to civil or criminal penalties, including material monetary fines, or other adverse actions including denial of import or export privileges, and could damage our reputation and business prospects.

We are exposed to environmental laws, liabilities and litigation.

We are exposed to environmental, and health and safety laws, liabilities and litigation.

We are subject to U.S.

1 unchanged sentence

laws and regulations governing protection of the environment and worker health and safety.

Compliance with these environmental, health and safety regulations could require us to satisfy environmental liabilities, increase the cost of manufacturing our products or otherwise have a material adverse effect on our business, financial condition, results of operations and cash flows.

Compliance with these environmental, health and safety regulations could require us to satisfy environmental requirements, increase the cost of manufacturing our products or otherwise have a material adverse effect on our business, financial condition, results of operations and cash flows.

Any violations of these laws by us could cause us to incur unanticipated liabilities.

15 unchanged sentences

Our subsidiaries, along with numerous other companies, are named as defendants in a substantial number of lawsuits based on alleged exposure to asbestos-containing materials, substantially all of which relate to our discontinued operations.

These cases typically involve product liability claims based primarily on allegations of manufacture, sale or distribution of industrial products that either contained asbestos or were attached to or used with asbestos-containing components manufactured by third parties or to which asbestos insulation was applied after installation.

parties or to which asbestos insulation was applied after installation.

In addition, some cases brought against us involve the presence of asbestos at facilities that we own or used to own.

2 unchanged sentences

Our strategy has been, and continues to be, to mount a vigorous defense aimed at having unsubstantiated suits dismissed, and settling claims before trial only where appropriate.

As of December 31, 2023, there were approximately 590 claims pending against our subsidiaries, substantially all of which relate to our discontinued operations.

We cannot predict with certainty the extent to which we will be successful in litigating or otherwise resolving lawsuits in the future, and we continue to evaluate different strategies related to asbestos claims filed against us including the possibility of entity restructuring.

As of December 31, 2024, there were approximately 690 asbestos-related claims pending against our subsidiaries, substantially all of which relate to our discontinued operations.

Unfavorable rulings, judgments or settlement terms could have a material adverse impact on our business and financial condition, results of operations and cash flows.

In addition, while most of the asbestos claims against us are covered

by liability insurance policies from many years ago, not all claims are insured.

In addition, while most of the asbestos claims against us are covered by liability insurance policies from many years ago, not all claims are insured.

As our insurers resolve claims relating to past policy periods, the aggregate coverage provided by those policies erodes.

17 unchanged sentences

It is uncertain whether, when and in what form a federal mandatory carbon dioxide emissions reduction program, or other state programs, may be adopted.

Similarly, certain countries have adopted the Kyoto Protocol and, in 2021, the U.S.

rejoined the Paris Accord.

These and other existing or potential international initiatives and regulations could affect our international operations.

These and other existing or potential international initiatives and regulations could affect our operations.

To the extent our customers, particularly our energy and industrial customers, are subject to any of these or other similar proposed or newly enacted laws and regulations, we are exposed to risks that the additional costs by customers to comply with such laws and regulations could impact their ability or desire to continue to operate at similar levels in certain jurisdictions as historically seen or as currently anticipated, which could negatively impact their demand for our products and services.

1 unchanged sentence

These actions could also increase costs associated with our operations, including costs for raw materials and transportation.

We may also be subject to consumer lawsuits or enforcement actions by governmental authorities if our ESG claims relating to product marketing are inaccurate.

We may also be subject to consumer lawsuits or enforcement actions by governmental authorities if our sustainability claims relating to product marketing are inaccurate.

It is uncertain what new laws will be enacted and therefore we cannot predict the potential impact of such laws on our future financial condition, results of operations and cash flows.

The laws and regulations regarding ESG disclosures and requirements are rapidly evolving and could have an adverse effect on our operations and the costs of compliance with, and the other burdens imposed by, these and other laws or regulatory actions may increase our operational costs.

As part of our strategy regarding environmental, climate change and sustainability matters, we have set and may set additional targets aimed at reducing our impact on the environment and climate change and/or targets relating to other sustainability matters.

The laws and regulations regarding sustainability disclosures and requirements, including the Corporate Sustainability Reporting Directive in the European Union and various U.S.

state requirements such as in California, are rapidly evolving and could have an adverse effect on our operations and the costs of compliance with, and the other burdens imposed by, these and other laws or regulatory actions may increase our operational costs.

As part of our strategy regarding environmental, climate change and sustainability matters, we have set and may adjust corporate responsibility strategic targets or set additional targets aimed at reducing our impact on the environment and climate change and/or targets relating to other sustainability matters.

In addition, as a leading provider of water treatment solutions, our business strategy includes positioning our products and services as sustainable solutions.

Actions we take to achieve our targets or strategy could result in increased costs to our operations.

We may not be able to achieve such targets or our desired impact, and any future investments we make in furtherance of achieving such targets and strategy may not meet investor expectations or standards regarding sustainability performance.

Moreover, we may determine that it is in the best interest of our company and our shareholders to prioritize other business, social, governance or sustainable investments over the achievement of our current targets based on economic, regulatory and social factors, business strategy or pressure from investors or other stakeholders.

In addition, investors and other stakeholders are increasingly focused on ESG matters, and as stakeholder ESG expectations and standards are evolving, we may not be able to sufficiently respond to these evolving standards and expectations or investors may not view our products and services as sustainable solutions.

Furthermore, we could be criticized for the accuracy or completeness of the disclosure of our

ESG initiatives.

If we are unable to meet our targets or successfully implement our strategy or our ESG reporting is inaccurate or incomplete, then we could suffer from reputational damage and incur adverse reaction from investors and other stakeholders, which could adversely impact the perception of our brand and our products and services by current and potential investors and customers, which could in turn adversely impact our business, results of operations, or financial condition.

We may not be able to achieve such targets or our desired impact, and any future investments we make in furtherance of achieving such targets and our strategy may not meet investor expectations or standards regarding sustainability performance.

In addition, investors and other stakeholders are increasingly focused on these matters, and as stakeholder expectations and standards are evolving, we may not be able to sufficiently respond to these evolving standards and expectations or investors may not view our products and services as sustainable solutions.

Furthermore, we could be criticized for the accuracy or completeness of the disclosure of our corporate responsibility and sustainability initiatives.

If we are unable to meet our targets or successfully implement our strategy or our corporate responsibility and sustainability reporting is inaccurate or incomplete, then we could suffer from reputational damage and incur adverse reaction from investors and other stakeholders, which could adversely impact the perception of our brand and our products and services by current and potential investors and customers, which could in turn adversely impact our business, results of operations, or financial condition.

Increased cybersecurity threats and computer crime pose a risk to our systems, networks, products and services, and we are exposed to potential regulatory, financial and reputational risks relating to the protection of our data.

1 unchanged sentence

As our business increasingly interfaces with employees, customers, dealers and suppliers using information technology systems and networks, we are subject to an increased risk to the secure operation of these systems and networks.

Our evolution into smart products and Internet of Things subjects us to increased cyber and technology risks.

Our evolution into smart products subjects us to increased cyber and technology risks.

The secure operation of our information technology systems and networks is critical to our business operations and strategy.

Cybersecurity threats from user error to attacks designed to gain unauthorized access to our systems, networks and data are increasing in frequency and sophistication.

Cybersecurity threats designed to gain unauthorized access to our systems, networks and data are increasing in frequency and sophistication.

These threats pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of the data we process and maintain.

Establishing systems and processes to address these threats may increase our costs.

We have experienced cybersecurity incidents, and, although we have determined such cybersecurity incidents to be immaterial and such incidents have not had a material adverse effect on our business strategy, financial condition, results of operations or cash flows, there can be no assurance of similar results in the future.

We have experienced cybersecurity incidents, and, although we have determined these cybersecurity incidents to be immaterial and to have had no material adverse effect on our business strategy, financial condition, results of operations or cash flows, there can be no assurance of similar results in the future.

Should future attacks succeed, it could expose us and our employees, customers, dealers and suppliers to the theft of assets, misuse of information or systems, compromises of confidential information, manipulation and destruction of data, product failures, production downtimes and operations disruptions.

1 unchanged sentence

While we maintain cybersecurity insurance, the costs related to cybersecurity threats or incidents may not be fully insured, and future cybersecurity coverage may become more expensive if we experience a cybersecurity incident.

In addition, such cybersecurity incidents could result in litigation, regulatory action and potential liability and the costs and operational consequences of implementing further data protection measures.

In addition, such cybersecurity incidents could result in litigation, reputational impacts, regulatory action and potential liability, and additional costs and operational consequences of implementing further data protection measures.

For information on our cybersecurity risk management, strategy and governance, see ITEM 1C.- Cybersecurity.

1 unchanged sentence

We collect and store data that is sensitive to us and our employees, customers, dealers and suppliers.

A variety of state, national, foreign and international laws and regulations apply to the collection, use, retention, protection, security, disclosure, transfer and other processing of personal and other data.

Many foreign data privacy regulations, including the General Data Protection Regulation (the “GDPR”) in the European Union, are more stringent than federal regulations in the United States.

Within the United States, many states are considering adopting, or have already adopted privacy regulations, including, for example, the California Consumer Privacy Act.

A variety of U.S.

state and national, and international laws and regulations apply to the collection, use, retention, protection, security, disclosure, transfer and other processing of personal and other data.

Many data privacy regulations outside of the U.S., including the General Data Protection Regulation (the “GDPR”) in the European Union, are more stringent than federal regulations in the U.S.

Within the U.S., many states are considering adopting, or have already adopted privacy regulations, including, for example, the California Consumer Privacy Act.

These laws and regulations are rapidly evolving and changing, and could have an adverse effect on our operations.

Companies’ obligations and requirements under these laws and regulations are subject to uncertainty in how they may be interpreted by courts and governmental authorities.

Companies’ obligations and requirements under these laws and regulations are subject to uncertainty in how courts and governmental authorities may interpret them.

The costs of compliance with, and the other burdens imposed by, these and other laws or regulatory actions may increase our operational costs, and/or result in interruptions or delays in the availability of systems.

12 unchanged sentences

The outcome of such legal proceedings cannot be predicted with certainty, and some may be disposed of unfavorably to us.

Insurance coverage is not available for some of our claims and may be disputed by carriers in others.

In addition to insurance costs rising and insurers decreasing coverage, insurance coverage is not available for some of our claims and may be disputed by carriers in others.

While we currently maintain what we believe to be suitable product liability insurance, we may not be able to maintain this insurance on our preferred terms or at an acceptable cost.

1 unchanged sentence

In addition, we self-insure a portion of product liability claims and must satisfy deductibles on other insured claims.

Further, some of our business involves the sale of our products to customers that are constructing large and complex systems, facilities or other capital projects, and while we generally try to limit our exposure to liquidated damages, consequential damages and other potential damages in the contracts for these projects, we could be exposed to significant monetary damages and other liabilities in connection with the sale of our products for these projects for a variety of reasons.

In addition, some of our businesses, customers, and dealers are subject to various laws and regulations regarding consumer

protection and advertising and sales practices, and we have been named, and may be named in the future, as a defendant in litigation, including class action complaints, arising from alleged violation of these laws and regulations.

Additionally, some of our business involves the sale of our products to customers that are constructing large and complex systems, facilities or other capital projects, and while we generally try to limit our exposure to liquidated damages, consequential damages and other potential damages in the contracts for these projects, we could be exposed to significant monetary damages and other liabilities in connection with the sale of our products for these projects for a variety of reasons.

In addition, some of our businesses, customers, and dealers are subject to various laws and regulations regarding consumer protection and advertising and sales practices, and we have been named, and may be named in the future, as a defendant in litigation, including class action complaints, arising from alleged violation of these laws and regulations.

In addition, our indemnification obligations relating to the purchase or sale of businesses could result in litigation or claims of unknown amounts.

4 unchanged sentences

Also, the tax laws and treaties of the U.S., the U.K., Ireland and other jurisdictions could change in the future, and such changes could cause a material change in our worldwide effective corporate tax rate.

For example, the Organization for Economic Co-operation and Development Pillar Two Model Rules (“Pillar Two”) for a global 15.0% minimum tax, are in the process of being adopted by a number of jurisdictions in which we operate.

In particular, the U.K.

has completed passage of legislation to comply with the Pillar Two framework, which became effective at the start of 2024.

We expect Pillar Two to have a negative 1.0% to 1.5% impact to our effective tax rate in 2024.

That impact could change in the future as we continue to evaluate the enacted legislative changes and as new guidance becomes available.

For example, the Organization for Economic Co-operation and Development Pillar Two Model Rules (“Pillar Two”) for a global 15.0% minimum tax, have been adopted by a number of jurisdictions in which we operate.

Pillar Two has negatively impacted our effective tax rate in 2024 and is likely to continue to impact our effective tax rate in the future.

We continue to evaluate the enacted legislative changes and new guidance as it becomes available.

In addition, legislative action could be taken by the U.S., the U.K., Ireland or the European Union that could override tax treaties or modify tax statutes or regulations upon which we expect to rely and adversely affect our effective tax rate.

10 unchanged sentences

The MLI has now entered into force for a number of countries, including Ireland and the U.K.

Under the Double Tax Convention between Ireland and the U.K., as amended by the MLI, the residency tie-breaker provides that a company will remain dual resident unless there is a determination otherwise by the tax authorities of the two contracting states.

Under the Double Taxation Convention between Ireland and the U.K., as amended by the MLI, the residency tie-breaker provides that a company will remain dual resident unless there is a determination otherwise by the tax authorities of the two contracting states.

In January 2021, we obtained a determination from the tax authorities in Ireland, the Irish Revenue Commissioners, and in the U.K., HM Revenue & Customs, which states that we are resident for tax purposes only in the U.K.

3 unchanged sentences

exit charges, and could become liable for additional tax charges in the other jurisdiction (including dividend withholding taxes or corporate income tax charges).

If we were to be treated as resident in more than one jurisdiction, we could be subject to taxation in multiple jurisdictions.

If we were to be treated as resident in more than one jurisdiction, we could be subject to

taxation in multiple jurisdictions.

If, for example, we were considered to be a tax resident of Ireland, we could become liable for Irish corporation tax, and any dividends paid by us could be subject to Irish dividend withholding tax.

11 unchanged sentences

federal or state securities laws, would not automatically be enforceable in Ireland.

As an Irish company, we are governed by the Irish Companies Act 2014, which differs in some material respects from laws generally applicable to U.S.

corporations and shareholders, including, among others, differences relating to interested director and officer transactions and shareholder lawsuits.

As an Irish company, we are governed by Irish law and the Irish Companies Act 2014, which differs in some material respects from laws generally applicable to U.S.

corporations and shareholders, including, among others, differences relating to interested director and officer transactions, mergers and acquisitions and takeovers, and shareholder lawsuits and indemnification of directors.

Further, the duties of directors and officers of an Irish company generally are owed to the company only.

4 unchanged sentences

In addition, unless otherwise authorized by its shareholders or constitutional document, when an Irish company issues shares for cash to new shareholders, it is required first to offer those shares on the same or more favorable terms to existing shareholders on a pro-rata basis.

If we are unable to obtain these authorizations from our shareholders, or are otherwise limited by the terms of our authorizations, our ability to issue ordinary shares under our equity compensation plans and, if applicable, to facilitate funding acquisitions or otherwise raise capital could be adversely affected.

If we are unable to continue to obtain these authorizations from our shareholders, or are otherwise limited by the terms of our authorizations, our ability to issue ordinary shares under our equity compensation plans and, if applicable, to facilitate funding acquisitions or otherwise raise capital could be adversely affected.

Transfers of our ordinary shares may be subject to Irish stamp duty.

35 unchanged sentences

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