8 unchanged sentences
General global economic downturns and macroeconomic trends, including heightened inflation, capital market volatility, interest rate and currency rate fluctuations, and economic slowdown or recession, may result in unfavorable conditions that could negatively affect demand for our products due to customers decreasing their inventories in the near-term or long-term, reduction in sales due to raw material shortages, reduction in research and development efforts, our inability to sufficiently hedge our currency and raw material costs, insolvency of suppliers and customers and exacerbate some of the other risks that affect our business, financial condition and results of operations.
−Removed: Both domestic and international markets experienced significant inflationary pressures in fiscal year 2022 and inflation rates in the U.S., as well as in other countries in which we
−Removed: operate, are currently expected to continue at elevated levels for the near-term.
+Added: Both domestic and international markets experienced significant inflationary pressures in fiscal year 2023 and inflation rates in the U.S., as well as in other countries in which we operate, are currently expected to continue at elevated levels for the near-term.
We may be adversely affected during periods of high inflation, mainly from raw material and labor costs.
4 unchanged sentences
The impact of public health crises, could have a significant effect on supply and/or demand for our products and services and have a negative impact on our business, financial condition and results of operations.
−Removed: COVID-19 was identified in late 2019 and spread globally.
−Removed: Our operations expose us to risks associated with a pandemic, or outbreak of contagious diseases in the human population, including the COVID‑19 pandemic.
−Removed: The COVID-19 pandemic has negatively impacted the global economy, disrupted consumer spending and global supply chains, disrupted the labor market, created significant volatility and disruption of financial markets and has resulted in governments around the world implementing stringent measures to help control the spread of the virus.
−Removed: These economic uncertainties could adversely affect our business, financial condition, demand for our products, services, and contribute to volatile supply and demand conditions affecting prices and volumes in the markets for our products, services and raw materials.
+Added: Global pandemics, such as COVID-19, or other public health crises may adversely affect, among other things, our supply chain and associated costs;
+Added: demand for our products and services;
+Added: our operations and sales, marketing and distribution efforts;
+Added: our research and development capabilities;
+Added: our engineering, design, and manufacturing processes;
+Added: and other important business activities.
+Added: These events could result in significant losses, adversely affect our competitive position, increase our costs, require substantial expenditures and recovery time, make it difficult or impossible to provide services or deliver products to our customers or to receive components from our suppliers, create delays and inefficiencies in our supply chain and result in the need to impose employee travel restrictions.
+Added: Our operations and those of our suppliers and distributors could be adversely affected if manufacturing, logistics, or other operations in key locations, are disrupted for any reason, such as those described above or other economic, business, labor, environmental, public health, regulatory or political reasons.
+Added: In addition, even if our operations are unaffected or recover quickly, if our customers cannot timely resume their own operations, they may reduce or cancel their orders, or these events could otherwise result in a decrease in demand for our products.
Changes in government and industry regulatory standards pertaining to health and safety could have a material adverse effect on our business, financial condition or results of operations.
−Removed: We are subject to risks associated with public health crises, such as pandemics and epidemics, including the COVID-19 pandemic.
−Removed: The nature and extent of future impacts are highly uncertain and unpredictable.
−Removed: While many countries around the world have removed or reduced the restrictions taken in response to the COVID-19 pandemic, the emergence of new variants of the SARS-CoV-2 virus may result in new governmental lockdowns, quarantine requirements or other restrictions to slow the spread of the virus.
−Removed: Any such measures could also impact the global economy more broadly, for example by leading to further economic slowdowns.
−Removed: The global outlook remains uncertain as case counts fluctuate and vaccination and booster rates remain relatively low in many parts of the world.
−Removed: The scope and duration of any future public health crisis, including the potential emergence of new variants of the SARS-CoV-2 virus, the pace at which government restrictions, including, but not limited to, quarantines, “shelter in place” and “stay at home” order, travel restrictions and other similar measures, are imposed and lifted, the scope of additional actions taken to mitigate the spread of disease, global vaccination and booster rates, may significantly impact our production throughout the supply chain and constrict distribution channels.
−Removed: We are unable to predict the potential future impact that these factors will have on our business, financial condition or results of operations.
+Added: Public health crises, such as the COVID-19 pandemic, and the measures taken in response to such events have in the past negatively impacted, and may again in the future negatively impact, our operations and workforce, as well as those of our partners, customers and suppliers.
+Added: Additionally, concerns over the economic impact of such events have, from time to time, caused increased volatility in financial and other capital markets.
+Added: The negative impacts of any such events on business operations and demand for our offerings will depend on future developments and actions taken in response to such events, which may be outside our control, highly uncertain, and cannot be predicted at this time.
Risks Related to Our Business and Our Industry
Business cycles and uncertainty regarding the housing market, economic conditions, political climate and other factors beyond our control could adversely affect demand for our products and services, and our costs of doing business, any of which may harm our business, financial condition and results of operations.
−Removed: Our North America Segment accounted for approximately 80% of our net sales for the fiscal year ended December 31, 2022.
The primary drivers of our North America segment are residential remodeling, replacement activities and housing starts.
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Our inability to effectively compete could reduce the sales of our products and services, which could have a material adverse impact on our business, financial condition and results of operations.
−Removed: Additionally, our ability to compete effectively depends, to a significant extent, on the specification or approval of our products by architects, engineers, building inspectors, building code officials and customers and their acceptance of our premium brand.
−Removed: If a significant portion of those communities were to decide that the design, materials, manufacturing, testing or quality control of our products is inferior to that of any of our competitors or the cost differences between our products and any competitors are not justifiable, our sales and profits could be materially reduced.
+Added: Additionally, our ability to compete effectively in North America depends, to a significant extent, on the specification or approval of our products by architects, engineers, building inspectors, building code officials and customers and their acceptance of our premium brand.
+Added: If a significant portion of those communities were to decide that the design, materials,
+Added: manufacturing, testing or quality control of our products is inferior to that of any of our competitors or the cost differences between our products and any competitors are not justifiable, our sales and profits could be materially reduced.
Increases in prices of raw materials and energy could negatively affect our sales and profits.
Steel is the principal raw material used in the manufacture of many of our products.
−Removed: The price of steel has historically fluctuated on a cyclical basis and has often depended on a variety of factors over which we have no control including general economic conditions and currency exchange rates.
+Added: The price of steel has historically fluctuated on a cyclical basis and has often depended on a variety of factors over which we have no control including geopolitical and macroeconomic conditions and currency exchange rates.
Import tariffs and/or other mandates also could significantly increase the prices on raw materials that are critical to our business, such as steel.
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Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation, results of operations, financial condition and stock price.
−Removed: Risks Related to Seasonality and Weather Conditions
−Removed: Seasonality and weather-related conditions may have a significant impact on our financial condition from period to period.
−Removed: The demand for our products and services is heavily correlated to both seasonal changes, with operating results varying from quarter to quarter, and unpredictable weather patterns.
−Removed: Our sales and income have historically been lower in the first and fourth quarters than in the second and third quarters, as customers tend to purchase construction materials in the late spring and summer months for the construction season.
−Removed: In addition, weather conditions, such as unseasonably warm, cold or wet weather, which affect, and sometimes delay or accelerate installation of some of our products, may significantly affect our results of operations.
−Removed: Sales that we anticipate in one quarter may occur in another quarter, affecting both quarters’ results and potentially our stock price.
−Removed: In addition, we typically ship orders as we receive them and maintain inventory levels to allow us to operate with minimum backlog.
−Removed: The efficiency of our inventory system, and our ability to avoid backlogs and potential loss of customers, is closely tied to our ability to accurately predict seasonal and quarterly variances.
−Removed: Further, our planned expenditures are also based primarily on sales forecasts.
−Removed: When sales do not meet our expectations, our operating results will be reduced for the relevant quarters, as we will have already incurred expenses based on those expectations.
−Removed: This could result in a material decline in our stock price.
−Removed: Climate change, drought, weather conditions and storm activity could have a material adverse impact on our results of operations.
−Removed: In North America, weather conditions and the level of severe storms can have a significant impact on the markets for residential construction and home improvement.
−Removed: As a result, climate change that results in altered weather conditions or storm activity could have a significant impact on our business by:
−Removed: • depressing or reversing economic development;
−Removed: • reducing the demand for construction;
−Removed: • increasing the cost and reducing the availability of wood products used in construction;
−Removed: • increasing the cost and reducing the availability of raw materials and energy;
−Removed: • increasing the cost and reducing the availability of insurance covering damage from natural disasters;
−Removed: • lead to new laws and regulations that increase our expenses and reduce our sales.
−Removed: Generally, any weather conditions that slow or limit residential or construction activity can adversely impact demand for our products and services.
−Removed: Lower demand for our products or services as a result of this scenario could adversely impact our business, financial condition and results of operations.
−Removed: Additionally, severely low temperatures may lead to significant and immediate spikes in costs of natural gas, electricity and other commodities that could negatively affect our results of operation.
−Removed: Natural disasters or other catastrophes could decrease our manufacturing capacity or harm our business and financial condition.
−Removed: Some of our manufacturing facilities are located in geographic regions that have experienced, or may experience in the future, major natural disasters and other catastrophes, such as fires, earthquakes, floods and hurricanes.
−Removed: Our disaster recovery plan may not be adequate or effective to respond in such events.
−Removed: Further, although we maintain various form and levels of insurance to protect us against potential loss exposures, the scope of our available insurance coverage may not be adequate to protect us against all potential risks.
−Removed: For example, we do not carry earthquake insurance and other insurance that we carry is limited in the risks covered and the amount of coverage.
−Removed: Our insurance may not be adequate to cover all of our resulting costs, business interruption and lost profits when a major natural disaster or catastrophe occurs.
−Removed: A natural disaster rendering one or more of our manufacturing facilities totally or partially inoperable, whether or not covered by insurance, would materially and adversely affect our business and financial condition.
−Removed: Product, Services and Sales Risks
−Removed: Product liability claims and litigation could affect our business, reputation, financial condition, results of operations and cash flows.
−Removed: In the ordinary course of business, the products that we design and/or manufacture, and/or the services we provide, have led to product liability claims or other legal claims being filed against us.
−Removed: To the extent that plaintiffs are successful in showing that a defect in a product’s design, manufacture or warnings led to personal injury or property damage, or that our provision of services resulted in similar injury or damage, we may be subject to claims for damages.
−Removed: Although we are insured for damages above a certain amount, we bear the costs and expenses associated with defending claims, including frivolous lawsuits, and are responsible for damages up to the insurance retention amount.
−Removed: The insurance that we carry is limited in the amount of coverage and may not be adequate to cover all of our resulting costs, business interruption and lost profits if we are subject to product liability claims.
−Removed: We might also face increases in premiums and reductions in the availability of insurance covering product liability, which could have a significant impact on our business.
−Removed: In addition to claims concerning individual products, as a manufacturer, we can be subject to costs, potential negative publicity and lawsuits related to product recalls, which could adversely impact our results of operations and damage our reputation.
−Removed: Design defects, labeling defects, product formula defects, inaccurate chemical mixes, product recalls and/or product liability claims could harm our business, reputation, financial condition and results of operations.
−Removed: Many of our products are integral to the structural soundness or safety of the structures in which they are used and we have on occasion found flaws and deficiencies in the design, manufacturing, assembling, labeling, product formulations, chemical mixes or testing of our products.
−Removed: We also have on occasion found flaws and deficiencies in raw materials and finished goods produced by others and used with or incorporated into our products.
−Removed: Some flaws and deficiencies have not been apparent until after the products were installed or used by customers.
−Removed: If any flaws or deficiencies exist in our products and if such flaws or deficiencies are not discovered and corrected before our products are incorporated into structures, the structures could be unsafe or could suffer severe damage, such as collapse or fire, and personal injury or death could result.
−Removed: To the extent that such damage or injury is not covered by our product liability
−Removed: insurance and we are held to be liable, we could be required to correct such damage and to compensate persons who might have suffered injury or death, and our business, reputation, financial condition, results of operations and cash flows could be materially and adversely affected.
−Removed: As a result of the nature of many of our products and their use in construction projects, claims (including product warranty claims and claims resulting from a natural disaster) may be made against us with regard to damage or destruction of structures incorporating our products whether or not our products failed.
−Removed: Any such claims, if asserted, could require us to expend material time and efforts defending the claim and may materially and adversely affect our business, reputation, financial condition and results of operations.
−Removed: Costs associated with resolving such claims (such as repair or replacement of the affected parts) could be material and may exceed any amounts reserved in our consolidated financial statements.
−Removed: While we generally attempt to limit our contractual liability and our exposure to price or expense increases, we may have uncapped liabilities or significant exposure under some contracts, and could suffer material losses under such contracts.
−Removed: We enter into many types of contracts with our customers, suppliers and other third parties, including in connection with our expansion into new markets and new product lines.
−Removed: Under some of these contracts, our overall liability may not be limited to a specified maximum amount or we may have significant potential exposure to price or expense increases.
−Removed: If we receive claims under these contracts or experience significant price increases or comparable expense increases, we may incur liabilities significantly in excess of the revenues associated with such contracts, which could have a material adverse effect on our results of operations.
−Removed: Some of our technology offerings provide planning and design functions to customers, and we are involved both in product sales and engineering services.
−Removed: Any software errors or deficiencies or failures in our engineering services could have material adverse effects on our business, reputation, financial condition, results of operations and cash flows .
−Removed: Our planning/design software applications facilitate the creation by customers of complex construction and building designs and is extremely complex.
−Removed: If our software applications contain defects or errors, our engineers prepare, approve or seal drawings that contain defects or we are otherwise involved in any design or construction that contains flaws, regardless of whether we caused such flaws, we may be required to correct deficiencies and may become involved in litigation.
−Removed: Further, if any damage or injury is not covered by our insurance and we are held to be liable, we could be required to correct such damage and to compensate persons who might have suffered injury, and our business, reputation, financial condition, results of operations and cash flows could be materially and adversely affected.
Risks Related to Our Intellectual Property and Information Technology
+Added: We have experienced and may in the future experience delays, outages, cyber-based attacks or security breaches in relation to our information systems and computer networks, which have disrupted and may in the future disrupt our operations and may result in data corruption.
+Added: As a result, our profitability, financial condition and reputation could be negatively affected.
+Added: In addition, data privacy statements and laws could subject us to liability.
+Added: We depend on information technology networks and systems, including the Internet, to process, transmit and store electronic information.
+Added: We depend on our information technology infrastructure for electronic communications among our locations
+Added: around the world and between our personnel and our subsidiaries, customers and suppliers.
+Added: We collect and retain large volumes of internal and customer, vendor and supplier data, including some personally identifiable information, for business purposes.
+Added: We also maintain personally identifiable information about our employees.
+Added: The integrity and protection of our customer, vendor, supplier, employee and other Company data is critical to our business.
+Added: The regulatory environment governing information, security and privacy laws is increasingly demanding and continues to evolve.
+Added: Maintaining compliance with applicable security and privacy regulations may increase our operating costs or adversely affect our business operations.
+Added: Despite the security and maintenance measures we have in place, our facilities and systems, and those of the retailers, dealers, licensees and other third-parties with which we do business, we remain vulnerable to security breaches, cyber-attacks, acts of vandalism, computer viruses, malware, data corruption, delays, disruptions, programming and/or human errors or other similar events, such as those accomplished through fraud, trickery or other forms of deceiving our employees, contractors or other agents or representatives and those due to system updates, natural disasters, malicious attacks, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or electronic break-ins or similar events.
+Added: Such incidents have occurred, continue to occur, and may occur in the future.
+Added: Security breaches of our infrastructure could create system disruptions, shutdowns or unauthorized disclosures of confidential information.
+Added: Despite the security measures we have in place, our facilities and systems, and those of the retailers, dealers, licensees and other third parties with which we do business, we may be vulnerable to security breaches, cyber-attacks, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors or other similar events.
+Added: Such incidents may involve misappropriation, loss or other unauthorized disclosure of confidential data, materials or information, including those concerning our customers, employees or suppliers, whether by us or by the retailers, dealers, licensees and other third-party distributors with which we do business, disrupt our operations, result in losses, damage our reputation, and expose us to the risks of litigation and liability (including regulatory liability);
+Added: and may have a material adverse effect on our business, results of operations and financial condition.
Our recent efforts to increase our technology offerings and integrate new software and application offerings may prove unsuccessful and may affect our future prospects.
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Even if we believe that such intellectual property claims are without merit, defending such claims can be costly, time consuming and require significant resources.
−Removed: Claims of intellectual property infringement also might require us to redesign affected products, pay costly damage awards, or face injunctions prohibiting us from manufacturing, importing, marketing or selling certain of our products.
+Added: Claims of intellectual property
+Added: infringement also might require us to redesign affected products, pay costly damage awards, or face injunctions prohibiting us from manufacturing, importing, marketing or selling certain of our products.
Even if we have agreements to indemnify us, indemnifying parties may be unable or unwilling to do so.
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the diversion of management attention from our daily operations to the implementation project;
−Removed: reworks due to unanticipated changes in business processes;
+Added: due to unanticipated changes in business processes;
difficulty in training employees in the operation of new systems and maintaining internal control while converting from legacy systems to new systems;
1 unchanged sentence
Some of such factors may not be reasonably anticipated or may be beyond our control.
−Removed: We have experienced and may in the future experience delays, outages, cyber-based attacks or security breaches in relation to our information systems and computer networks, which have disrupted and may in the future disrupt our operations and may result in data corruption.
−Removed: As a result, our profitability, financial condition and reputation could be negatively affected.
−Removed: In addition, data privacy statements and laws could subject us to liability.
−Removed: We depend on information technology networks and systems, including the Internet, to process, transmit and store electronic information.
−Removed: We depend on our information technology infrastructure for electronic communications among our locations around the world and between our personnel and our subsidiaries, customers and suppliers.
−Removed: We collect and retain large volumes of internal and customer, vendor and supplier data, including some personally identifiable information, for business purposes.
−Removed: We also maintain personally identifiable information about our employees.
−Removed: The integrity and protection of our customer, vendor, supplier, employee and other Company data is critical to our business.
−Removed: The regulatory environment governing information, security and privacy laws is increasingly demanding and continues to evolve.
−Removed: Maintaining compliance with applicable security and privacy regulations may increase our operating costs or adversely affect our business operations.
−Removed: Despite the security and maintenance measures we have in place, our facilities and systems, and those of the retailers, dealers, licensees and other third-parties with which we do business, we remain vulnerable to security breaches, cyber-attacks, acts of vandalism, computer viruses, malware, data corruption, delays, disruptions, programming and/or human errors or other similar events, such as those accomplished through fraud, trickery or other forms of deceiving our employees, contractors or other agents or representatives and those due to system updates, natural disasters, malicious attacks, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or electronic break-ins or similar events.
−Removed: Such incidents have occurred, continue to occur, and may occur in the future.
−Removed: Security breaches of our infrastructure could create system disruptions, shutdowns or unauthorized disclosures of confidential information.
−Removed: Despite the security measures we have in place, our facilities and systems, and those of the retailers, dealers, licensees and other third parties with which we do business, we may be vulnerable to security breaches, cyber-attacks, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors or other similar events.
−Removed: Such incidents may involve misappropriation, loss or other unauthorized disclosure of confidential data, materials or information, including those concerning our customers, employees or suppliers, whether by us or by the retailers, dealers, licensees and other third-party distributors with which we do business, disrupt our operations, result in losses, damage our reputation, and expose us to the risks of litigation and liability (including regulatory liability);
−Removed: and may have a material adverse effect on our business, results of operations and financial condition.
Some of our agreements for software and software-as-services products have limited terms, and we may be unable to renew such agreements and may lose access to such products.
3 unchanged sentences
If any such agreement cannot be renewed or can only be renewed on terms that are materially worse for us, we may be unable to access the applicable software, and our business and operating results may be adversely affected.
−Removed: Regulatory Risks
−Removed: Failure to comply with industry regulations could result in reduced sales and increased costs.
−Removed: We are subject to environmental laws and regulations governing emissions into the air, discharges into water, and generation, handling, storage, transportation, treatment and disposal of waste materials.
−Removed: We are also subject to other federal and state laws and regulations regarding health and safety matters.
−Removed: Our manufacturing operations involve the use of solvents, chemicals, oils and other materials that are regarded as hazardous or toxic.
−Removed: We also use complex and heavy machinery and equipment that can pose severe safety hazards, especially if not properly and carefully used.
−Removed: Some of our products also incorporate materials that are hazardous or toxic in some forms, such as:
−Removed: • zinc and lead used in some steel galvanizing processes;
−Removed: • chemicals used in our acrylic and epoxy anchoring products, our concrete repair, strengthening and protecting products;
−Removed: • gun powder used in our powder-actuated tools, which is explosive.
−Removed: We have in the past, and may in the future, need to take steps to remedy our failure to properly label, store, transport, use and manufacture such toxic and hazardous materials.
−Removed: If we do not obtain all material licenses and permits required by environmental, health and safety laws and regulations, or otherwise fail to comply with applicable laws and regulations, we may be subject to regulatory action by governmental authorities.
−Removed: If our policies and procedures are flawed, or our employees fail or neglect to follow our policies and procedures in all respects, we might incur liability.
−Removed: Relevant laws and regulations could change or new ones could be adopted that require us to incur substantial expense to comply.
−Removed: Complying or failing to comply with conflict minerals regulations could materially and adversely affect our supply chain, our relationships with customers and suppliers and our financial results.
−Removed: We are currently subject to conflict mineral disclosure regulations in the U.S.
−Removed: and may be affected by new regulations concerning conflict and similar minerals adopted by other jurisdictions where we operate.
−Removed: While we have been successful to date in adapting to such regulations, we have and will continue to incur added costs to comply with the disclosure requirements, including costs related to determining the source of such minerals used in our products.
−Removed: We may not be able to ascertain the origins of such minerals that we use and may not be able to satisfy requests from customers to certify that our products are free of conflict minerals.
−Removed: These requirements also could constrain the pool of suppliers from which we source such minerals.
−Removed: We may be unable to obtain conflict-free minerals at competitive prices.
−Removed: Such consequences will increase costs and may materially and adversely affect our manufacturing operations and profitability.
−Removed: When we provide engineering services we are subject to various local, state and federal rules and regulations which can increase our potential liability.
−Removed: As part of our product offerings, we may provide engineering and design-related services to our clients.
−Removed: Some of these services require us to stamp drawings or otherwise be involved in the engineering process.
−Removed: While we generally attempt to limit our liability through our internal processes and through our legal agreements with third parties to which we provide such services, under various local, state and federal rules and regulations these limitations may not be effective and we may be held liable for engineering failures.
−Removed: Any such liability could materially and adversely affect our profitability.
−Removed: Capital Expenditures, Expansions, Acquisitions and Divestitures Risks
−Removed: The integration of ETANCO may not result in anticipated improvements in market position or the realization of anticipated operating synergies or may take longer to realize than expected.
−Removed: Although we believe that our acquisition of ETANCO will improve our market position and realize positive operating results, including operating synergies, we cannot be assured that these improvements will be obtained or the timing of such improvements.
−Removed: The management and acquisition of businesses involves substantial risks, any of which may result in a material adverse effect on our business and results of operations, including:
−Removed: • the uncertainty that an acquired business will achieve anticipated operating results;
−Removed: • significant expenses to integrate;
−Removed: • diversion of management’s attention from business operations to integration matters;
−Removed: • departure of key personnel from the acquired business;
−Removed: • effectively managing entrepreneurial spirit and decision-making;
−Removed: • integration of different information systems;
−Removed: • unanticipated costs and exposure to unforeseen liabilities;
−Removed: • impairment of assets.
−Removed: Our acquisition activities from time to time present unique risks for our business, and any acquisition could materially and adversely affect our business and operating results.
−Removed: We may consider and evaluate acquisitions and compete for acquisitions with other potential acquirers, some of which may have greater financial or operational resources than we do.
−Removed: Any acquisitions we undertake involve numerous risks, including:
−Removed: • unforeseen difficulties in integrating operations, products, technologies, services, accounting and employees;
−Removed: • diversion of financial and management resources attention from existing operations;
−Removed: • unforeseen difficulties integrating geographic regions where we do not have prior experience;
−Removed: • the potential loss of key employees of acquired businesses;
−Removed: • unforeseen liabilities associated with businesses acquired;
−Removed: • inability to generate sufficient revenue or realize sufficient cost savings to offset acquisition or investment costs.
−Removed: As a result, if we fail to evaluate and execute acquisitions properly, we might not achieve the anticipated benefits of such acquisitions and we may incur costs in excess of what we anticipate.
−Removed: These risks would likely be greater in the case of larger acquisitions.
−Removed: In addition, future acquisitions may involve issuance of additional equity securities that dilute the value of our existing equity securities, increase our debt, cause impairment related to goodwill and cause impairment of, and amortization expenses related to, other intangible assets, which could materially and adversely affect our profitability.
−Removed: Our capital expenditures may not be adequate to maintain our competitive position and may not be implemented in a timely or cost-effective manner.
−Removed: Our capital expenditures are limited by our liquidity and capital resources and the amount we have available for capital spending is limited by the need to pay our other expenses and to maintain adequate cash reserves and borrowing capacity to meet unexpected demands that may arise.
−Removed: Productivity improvements through process re-engineering, design efficiency and manufacturing cost improvements may be required to offset potential increases in labor and raw material costs and competitive price pressures.
−Removed: If we are unable to make sufficient capital expenditures, or to maximize the efficiency of the capital expenditures we do make, our competitive position may be harmed and we may be unable to manufacture the products necessary to compete successfully in our targeted market segments.
−Removed: Additional financing, if needed, to fund our working capital, growth or other business requirements may not be available on reasonable terms, or at all.
−Removed: If the cash needed for working capital or to fund our growth or other business requirements increases to a level that exceeds the amount of cash that we generate from operations and have available through our current credit arrangements, we will need to seek additional financing.
−Removed: Additional or new borrowings may not be available on reasonable terms, or at all.
−Removed: Our ability to raise money by issuing and selling shares of our common or preferred stock depends on general market conditions and the demand for our stock.
−Removed: If we sell stock, our existing stockholders could experience substantial dilution.
−Removed: Our inability to secure additional financing could prevent the expansion of our business, internally and through acquisitions.
−Removed: Risks Related to Human Capital
−Removed: We depend on executives and other key employees, the loss of whom could harm our business.
−Removed: We depend, in part, on the efforts and skills of our executives and other key employees, including members of our sales force.
−Removed: Our executives and key employees are experienced and highly qualified.
−Removed: The loss of any of our executive officers or other key employees could harm the business and the Company’s ability to timely achieve its strategic initiatives.
−Removed: Our success also depends on our ability to identify, attract, hire and retain our key personnel.
−Removed: We face strong competition for such personnel and may not be able to attract or retain such personnel.
−Removed: In addition, when we experience periods with little or no profits, a decrease in compensation based on our profits may make it difficult to attract and retain highly qualified personnel.
−Removed: We may not be able to attract and retain key personnel or may incur significant costs to do so.
−Removed: Our work force could become increasingly unionized in the future and our unionized or union-free work force could strike, which could adversely affect the stability of our production and reduce our profitability.
−Removed: A significant number of our employees are represented by labor unions and covered by collective bargaining agreements that will expire between 2023 and 2026.
−Removed: Generally, collective bargaining agreements that expire may be terminated after notice by the union.
−Removed: After termination, the union may authorize a strike similar to the strike which was initiated at our Stockton facility in the third quarter of 2019.
−Removed: Although we believe that our relations with our employees are generally good, no assurance can be given that we will be able to successfully extend or renegotiate our collective bargaining agreements as they expire.
−Removed: If we fail to extend or renegotiate our collective bargaining agreements, if disputes with our unions arise, or if the workers covered by one or more of the collective bargaining agreements engage in a strike, lockout, or other work stoppage, we could have a material adverse effect on production at one or more of our facilities, incur higher labor costs, and, depending upon the length of such dispute or work stoppage, on our business, results of operations, financial position and liquidity.
Risks Related to Our International Operations
29 unchanged sentences
Department of Treasury, Office of Foreign Assets (“OFAC”).
−Removed: Foreign governments where we have operations also implement export, import and sanction laws and regulations, some of which may be inconsistent or conflict with ITAR and EAR.
+Added: Foreign governments where we have operations also implement
+Added: export, import and sanction laws and regulations, some of which may be inconsistent or conflict with ITAR and EAR.
Where we face such inconsistencies, it may be impossible for us to comply with all applicable regulations.
27 unchanged sentences
Although we believe our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made.
+Added: Increases in income tax rates, changes in income tax laws or disagreements with tax authorities could adversely affect our financial performance.
+Added: Increases in income tax rates or other changes in tax laws, including changes in how existing tax laws are interpreted or enforced, could adversely affect our financial performance.
+Added: For example, economic and political conditions in countries where we are subject to taxes, including the United States, have in the past and could continue to result in significant changes in tax legislation or regulation.
+Added: For example, numerous countries have agreed to a statement in support of the Organization for Economic Co-operation and Development model (OECD) rules that propose a partial global profit reallocation and a global minimum tax rate of 15%.
+Added: Certain countries, including European Union member states, have enacted or are expected to enact legislation incorporating the global minimum tax with effect as early as 2024 and widespread implementation of a global minimum tax is expected by 2025.
+Added: As the legislation becomes effective in countries in which we do business, our taxes could increase and negatively impact our provision for income taxes.
+Added: This increasingly complex global tax environment could increase tax uncertainty, which could in turn result in higher compliance costs and adverse effects on our financial performance.
+Added: We are also subject to regular reviews, examinations and audits by numerous taxing authorities with respect to income and non-income based taxes.
+Added: Economic and political pressures to increase tax revenues in jurisdictions in which we operate, or the adoption of new or reformed tax legislation or regulation, also could make resolving any tax disputes more difficult and the final resolution of any tax audits could have an adverse effect on our financial performance.
We are a global company with significant revenues and earnings generated internationally, which exposes us to the impact of foreign currency fluctuations, as well as political and economic risks.
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Our foreign operations subject us to certain commercial, political and financial risks.
−Removed: Our business in these
−Removed: foreign markets is subject to general political conditions, including any political instability (such as those resulting from war, terrorism and insurrections) and general economic conditions in these markets, such as inflation, deflation, interest rate volatility and credit availability.
+Added: Our business in these foreign markets is subject to general political conditions, including any political instability (such as those resulting from war, terrorism and insurrections) and general economic conditions in these markets, such as inflation, deflation, interest rate volatility and credit availability.
Additionally, a number of factors, including U.S.
5 unchanged sentences
Given the unpredictability and volatility of foreign currency exchange rates, ongoing or unusual volatility may adversely impact our business and financial conditions.
+Added: Risks Related to Product, Services and Sales Risks
+Added: Product liability claims and litigation could affect our business, reputation, financial condition, results of operations and cash flows.
+Added: In the ordinary course of business, the products that we design and/or manufacture, and/or the services we provide, have led to product liability claims or other legal claims being filed against us.
+Added: To the extent that plaintiffs are successful in showing that a defect in a product’s design, manufacture or warnings led to personal injury or property damage, or that our provision of services resulted in similar injury or damage, we may be subject to claims for damages.
+Added: Although we are insured for damages above a certain amount, we bear the costs and expenses associated with defending claims, including frivolous lawsuits, and are responsible for damages up to the insurance retention amount.
+Added: The insurance that we carry is limited in the amount of coverage and may not be adequate to cover all of our resulting costs, business interruption and lost profits if we are subject to product liability claims.
+Added: We might also face increases in premiums and reductions in the availability of insurance covering product liability, which could have a significant impact on our business.
+Added: In addition to claims concerning individual products, as a manufacturer, we can be subject to costs, potential negative publicity and lawsuits related to product recalls, which could adversely impact our results of operations and damage our reputation.
+Added: Design defects, labeling defects, product formula defects, inaccurate chemical mixes, product recalls and/or product liability claims could harm our business, reputation, financial condition and results of operations.
+Added: Many of our products are integral to the structural soundness or safety of the structures in which they are used and we have on occasion found flaws and deficiencies in the design, manufacturing, assembling, labeling, product formulations, chemical mixes
+Added: or testing of our products.
+Added: We also have on occasion found flaws and deficiencies in raw materials and finished goods produced by others and used with or incorporated into our products.
+Added: Some flaws and deficiencies have not been apparent until after the products were installed or used by customers.
+Added: If any flaws or deficiencies exist in our products and if such flaws or deficiencies are not discovered and corrected before our products are incorporated into structures, the structures could be unsafe or could suffer severe damage, such as collapse or fire, and personal injury or death could result.
+Added: To the extent that such damage or injury is not covered by our product liability insurance and we are held to be liable, we could be required to correct such damage and to compensate persons who might have suffered injury or death, and our business, reputation, financial condition, results of operations and cash flows could be materially and adversely affected.
+Added: As a result of the nature of many of our products and their use in construction projects, claims (including product warranty claims and claims resulting from a natural disaster) may be made against us with regard to damage or destruction of structures incorporating our products whether or not our products failed.
+Added: Any such claims, if asserted, could require us to expend material time and efforts defending the claim and may materially and adversely affect our business, reputation, financial condition and results of operations.
+Added: Costs associated with resolving such claims (such as repair or replacement of the affected parts) could be material and may exceed any amounts reserved in our consolidated financial statements.
+Added: While we generally attempt to limit our contractual liability and our exposure to price or expense increases, we may have uncapped liabilities or significant exposure under some contracts, and could suffer material losses under such contracts.
+Added: We enter into many types of contracts with our customers, suppliers and other third parties, including in connection with our expansion into new markets and new product lines.
+Added: Under some of these contracts, our overall liability may not be limited to a specified maximum amount or we may have significant potential exposure to price or expense increases.
+Added: If we receive claims under these contracts or experience significant price increases or comparable expense increases, we may incur liabilities significantly in excess of the revenues associated with such contracts, which could have a material adverse effect on our results of operations.
+Added: Some of our technology offerings provide planning and design functions to customers, and we are involved both in product sales and engineering services.
+Added: Any software errors or deficiencies or failures in our engineering services could have material adverse effects on our business, reputation, financial condition, results of operations and cash flows .
+Added: Our planning/design software applications facilitate the creation by customers of complex construction and building designs and is extremely complex.
+Added: If our software applications contain defects or errors, our engineers prepare, approve or seal drawings that contain defects or we are otherwise involved in any design or construction that contains flaws, regardless of whether we caused such flaws, we may be required to correct deficiencies and may become involved in litigation.
+Added: Further, if any damage or injury is not covered by our insurance and we are held to be liable, we could be required to correct such damage and to compensate persons who might have suffered injury, and our business, reputation, financial condition, results of operations and cash flows could be materially and adversely affected.
+Added: Risks Related to Human Capital
+Added: We depend on executives and other key employees, the loss of whom could harm our business.
+Added: We depend, in part, on the efforts and skills of our executives and other key employees, including members of our sales force.
+Added: Our executives and key employees are experienced and highly qualified.
+Added: The loss of any of our executive officers or other key employees could harm the business and the Company’s ability to timely achieve its strategic initiatives.
+Added: Our success also depends on our ability to identify, attract, hire and retain our key personnel.
+Added: We face strong competition for such personnel and may not be able to attract or retain such personnel.
+Added: In addition, when we experience periods with little or no profits, a decrease in compensation based on our profits may make it difficult to attract and retain highly qualified personnel.
+Added: We may not be able to attract and retain key personnel or may incur significant costs to do so.
+Added: Our work force could become increasingly unionized in the future and our unionized or union-free work force could strike, which could adversely affect the stability of our production and reduce our profitability.
+Added: A significant number of our employees are represented by labor unions and covered by collective bargaining agreements that will expire between 2025 and 2028.
+Added: Generally, collective bargaining agreements that expire may be terminated after notice by the union.
+Added: After termination, the union may authorize a strike similar to the strike which was initiated at our Stockton facility in the third quarter of 2019.
+Added: Although we believe that our relations with our employees are generally good, no assurance can be
+Added: given that we will be able to successfully extend or renegotiate our collective bargaining agreements as they expire.
+Added: If we fail to extend or renegotiate our collective bargaining agreements, if disputes with our unions arise, or if the workers covered by one or more of the collective bargaining agreements engage in a strike, lockout, or other work stoppage, we could have a material adverse effect on production at one or more of our facilities, incur higher labor costs, and, depending upon the length of such dispute or work stoppage, on our business, results of operations, financial position and liquidity.
+Added: Risks Related to Seasonality and Weather Conditions
+Added: Seasonality and weather-related conditions may have a significant impact on our financial condition from period to period.
+Added: The demand for our products and services is heavily correlated to both seasonal changes, with operating results varying from quarter to quarter, and unpredictable weather patterns.
+Added: Our sales and income have historically been lower in the first and fourth quarters than in the second and third quarters, as customers tend to purchase construction materials in the late spring and summer months for the construction season.
+Added: In addition, weather conditions, such as unseasonably warm, cold or wet weather, which affect, and sometimes delay or accelerate installation of some of our products, may significantly affect our results of operations.
+Added: Sales that we anticipate in one quarter may occur in another quarter, affecting both quarters’ results and potentially our stock price.
+Added: In addition, we typically ship orders as we receive them and maintain inventory levels to allow us to operate with minimum backlog.
+Added: The efficiency of our inventory system, and our ability to avoid backlogs and potential loss of customers, is closely tied to our ability to accurately predict seasonal and quarterly variances.
+Added: Further, our planned expenditures are also based primarily on sales forecasts.
+Added: When sales do not meet our expectations, our operating results will be reduced for the relevant quarters, as we will have already incurred expenses based on those expectations.
+Added: This could result in a material decline in our stock price.
+Added: Climate change, drought, weather conditions and storm activity could have a material adverse impact on our results of operations.
+Added: In North America, weather conditions and the level of severe storms can have a significant impact on the markets for residential construction and home improvement.
+Added: As a result, climate change that results in altered weather conditions or storm activity could have a significant impact on our business by:
+Added: • depressing or reversing economic development;
+Added: • reducing the demand for construction;
+Added: • increasing the cost and reducing the availability of wood products used in construction;
+Added: • increasing the cost and reducing the availability of raw materials and energy;
+Added: • increasing the cost and reducing the availability of insurance covering damage from natural disasters;
+Added: • lead to new laws and regulations that increase our expenses and reduce our sales.
+Added: Generally, any weather conditions that slow or limit residential or construction activity can adversely impact demand for our products and services.
+Added: Lower demand for our products or services as a result of this scenario could adversely impact our business, financial condition and results of operations.
+Added: Additionally, severely low temperatures may lead to significant and immediate spikes in costs of natural gas, electricity and other commodities that could negatively affect our results of operation.
+Added: Natural disasters or other catastrophes could decrease our manufacturing capacity or harm our business and financial condition.
+Added: Some of our manufacturing facilities are located in geographic regions that have experienced, or may experience in the future, major natural disasters and other catastrophes, such as fires, earthquakes, floods and hurricanes.
+Added: Our disaster recovery plan may not be adequate or effective to respond in such events.
+Added: Further, although we maintain various form and levels of insurance to protect us against potential loss exposures, the scope of our available insurance coverage may not be adequate to protect us against all potential risks.
+Added: For example, we do not carry earthquake insurance and other insurance that we carry is limited in the risks covered and the amount of coverage.
+Added: Our insurance may not be adequate to cover all of our resulting costs, business interruption and lost profits when a major natural disaster or catastrophe occurs.
+Added: A natural disaster rendering one or more of our manufacturing facilities totally or partially inoperable, whether or not covered by insurance, would materially and adversely affect our business and financial condition.
+Added: Capital Expenditures, Expansions, Acquisitions and Divestitures Risks
+Added: Acquisitions, divestitures, and other strategic transactions could fail to achieve financial or strategic objectives, disrupt our ongoing business, and adversely impact our results of operations.
+Added: In furtherance of our business strategy, we routinely evaluate opportunities and may enter into agreements for possible acquisitions, divestitures, or other strategic transactions.
+Added: A significant portion of our growth has been generated by acquisitions, such as the acquisition of ETANCO and we may continue to acquire businesses in the future as part of our growth strategy.
+Added: Furthermore, there is no assurance that any such transaction will result in synergistic benefits.
+Added: A potential acquisition, divestiture, or other strategic transaction may involve a number of risks including, but not limited to:
+Added: • the transaction may not effectively advance our business strategy, and its anticipated benefits may never materialize;
+Added: • integration of an acquired business' accounting, information technology, human resources, and other administrative systems may fail to permit effective management and expense reduction;
+Added: • diversion of management’s attention from business operations to integration matters;
+Added: • departure of key personnel from the acquired business;
+Added: • effectively managing entrepreneurial spirit and decision-making;
+Added: • unanticipated costs and exposure to unforeseen liabilities;
+Added: • impairment of assets.
+Added: As a result, if we fail to evaluate and execute these transactions properly, we might not achieve the anticipated benefits of such transactions and we may incur costs in excess of what we anticipate.
+Added: These risks would likely be greater in the case of larger transactions.
+Added: In addition, future acquisitions may involve issuance of additional equity securities that dilute the value of our existing equity securities, increase our debt, cause impairment related to goodwill and cause impairment of, and amortization expenses related to, other intangible assets, which could materially and adversely affect our profitability.
+Added: Our capital expenditures may not be adequate to maintain our competitive position and may not be implemented in a timely or cost-effective manner.
+Added: Our capital expenditures are limited by our liquidity and capital resources and the amount we have available for capital spending is limited by the need to pay our other expenses and to maintain adequate cash reserves and borrowing capacity to meet unexpected demands that may arise.
+Added: Productivity improvements through process re-engineering, design efficiency and manufacturing cost improvements may be required to offset potential increases in labor and raw material costs and competitive price pressures.
+Added: If we are unable to make sufficient capital expenditures, or to maximize the efficiency of the capital expenditures we do make, our competitive position may be harmed and we may be unable to manufacture the products necessary to compete successfully in our targeted market segments.
+Added: Additional financing, if needed, to fund our working capital, growth or other business requirements may not be available on reasonable terms, or at all.
+Added: If the cash needed for working capital or to fund our growth or other business requirements increases to a level that exceeds the amount of cash that we generate from operations and have available through our current credit arrangements, we will need to seek additional financing.
+Added: Additional or new borrowings may not be available on reasonable terms, or at all.
+Added: Our ability to raise money by issuing and selling shares of our common or preferred stock depends on general market conditions and the demand for our stock.
+Added: If we sell stock, our existing stockholders could experience substantial dilution.
+Added: Our inability to secure additional financing could prevent the expansion of our business, internally and through acquisitions.
+Added: Regulatory Risks
+Added: Failure to comply with industry regulations could result in reduced sales and increased costs.
+Added: We are subject to environmental laws and regulations governing emissions into the air, discharges into water, and generation, handling, storage, transportation, treatment and disposal of waste materials.
+Added: We are also subject to other federal and state laws and regulations regarding health and safety matters.
+Added: Our manufacturing operations involve the use of solvents, chemicals, oils and other materials that are regarded as hazardous or toxic.
+Added: We also use complex and heavy machinery and equipment that can pose severe safety hazards, especially if not properly and carefully used.
+Added: Some of our products also incorporate materials that are hazardous or toxic in some forms, such as:
+Added: • zinc and lead used in some steel galvanizing processes;
+Added: • chemicals used in our acrylic and epoxy anchoring products, our concrete repair, strengthening and protecting products;
+Added: • gun powder used in our powder-actuated tools, which is explosive.
+Added: We have in the past, and may in the future, need to take steps to remedy our failure to properly label, store, transport, use and manufacture such toxic and hazardous materials.
+Added: If we do not obtain all material licenses and permits required by environmental, health and safety laws and regulations, or otherwise fail to comply with applicable laws and regulations, we may be subject to regulatory action by governmental authorities.
+Added: If our policies and procedures are flawed, or our employees fail or neglect to follow our policies and procedures in all respects, we might incur liability.
+Added: Relevant laws and regulations could change or new ones could be adopted that require us to incur substantial expense to comply.
+Added: Complying or failing to comply with conflict minerals regulations could materially and adversely affect our supply chain, our relationships with customers and suppliers and our financial results.
+Added: We are currently subject to conflict mineral disclosure regulations in the U.S.
+Added: and may be affected by new regulations concerning conflict and similar minerals adopted by other jurisdictions where we operate.
+Added: While we have been successful to date in adapting to such regulations, we have and will continue to incur added costs to comply with the disclosure requirements, including costs related to determining the source of such minerals used in our products.
+Added: We may not be able to ascertain the origins of such minerals that we use and may not be able to satisfy requests from customers to certify that our products are free of conflict minerals.
+Added: These requirements also could constrain the pool of suppliers from which we source such minerals.
+Added: We may be unable to obtain conflict-free minerals at competitive prices.
+Added: Such consequences will increase costs and may materially and adversely affect our manufacturing operations and profitability.
+Added: When we provide engineering services we are subject to various local, state and federal rules and regulations which can increase our potential liability.
+Added: As part of our product offerings, we may provide engineering and design-related services to our clients.
+Added: Some of these services require us to stamp drawings or otherwise be involved in the engineering process.
+Added: While we generally attempt to limit our liability through our internal processes and through our legal agreements with third parties to which we provide such services, under various local, state and federal rules and regulations these limitations may not be effective and we may be held liable for engineering failures.
+Added: Any such liability could materially and adversely affect our profitability.
General Risk Factors
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For example, under our charter documents, our stockholders cannot call special meetings and cannot take action by written consent.
−Removed: Additionally, we are subject to Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder and which may discourage, delay or prevent a change in control of our company.
+Added: Additionally, we are subject to Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder and which may discourage, delay or
+Added: prevent a change in control of our company.
Delaware law and our corporate governance documents could deter takeover attempts that might otherwise be beneficial to our stockholders.
5 unchanged sentences
Significant and unanticipated changes in circumstances, such as significant adverse changes in business climate, adverse actions by regulatory authorities, unanticipated competition, loss of key customers or changes in technology or markets, can require a charge for impairment that can negatively impact our results of operations.
−Removed: Unresolved Staff Comments.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.