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Key Information
—
Risk factors
You should carefully consider all of the information set forth
in this Annual Report and
the following
description of risks and uncertainties
that exist or that we currently believe
may exist. Our business, financial
condition or results of operations could
be adversely affected by any of
these risks. Additional
risks of which
we are unaware or that we currently
deem immaterial may also
impair our business operations.
This Annual
Report also contains forward-looking
statements that involve risks and uncertainties.
Our results could differ
materially from those anticipated
in these forward-looking
statements as a result of certain factors,
including
those described below and
elsewhere in this Annual Report.
See “Cautionary Note Regarding
Forward-Looking Statements”.
—
Business,
economic and industry risks
Our business is exposed to risks
associated with the volatile
global economic environment
and
political conditions.
Adverse changes in economic or political
conditions, particularly in locations
where our customers or
operations are located, as well as concerns
about global trade and
global supply chain,
global health crises
(such as COVID-19),
developments in energy prices,
inflation, labor market challenges
and terrorist activities,
could have a material adverse effect on our
business, financial
condition, results of operations and liquidity
and may adversely impact the demand
for our products and services.
These and other factors may
prevent
our customers and suppliers from obtaining
the financing required
to pursue their business activities as
planned.
Financial and other reasons may force
them to modify, delay or cancel orders or plans
to purchase
or supply our products or services.
In addition, if our customers do not
generate sufficient revenue, or
fail to
timely obtain access to the capital
markets, they may not be able
to pay, or may delay payment of, the
amounts they owe us. Customers with
liquidity issues have delayed
payments of amounts they owe us and
5
this has led and may lead to additional
expense for credit losses for us, which
may adversely affect our
results of operations and cash flows.
We are also subject to the risk that
the counterparties to our credit
agreements and hedging
transactions may go bankrupt if they
suffer catastrophic demand on their
liquidity
that prevents them from fulfilling
their contractual obligations to us.
Our business environment is influenced
also by numerous other economic
or political uncertainties which
may affect the global economy and
the international capital markets.
In periods of slow economic growth
or
decline, our customers are more likely
to buy less of our products and services,
and as a result we are more
likely to experience decreased
revenues. Our businesses are affected by
the level of investments and
demand in the markets that we serve,
principally utilities, industry and
transport & infrastructure. At various
times during the last several years,
we also have experienced,
and may experience in the
future, gross
margin declines in certain businesses,
reflecting the effect of factors such as
competitive pricing pressures,
inventory write-downs, charges associated
with the cancellation
of planned expansion and increases
in
component and manufacturing costs
resulting from higher labor
and material costs borne by our
manufacturers and suppliers that, as
a result of competitive pricing
pressures or other factors, we are
unable
to pass on to our customers. Economic
downturns also may
lead to restructuring actions and
associated
expenses. Uncertainty about future economic
conditions makes it difficult for us
to forecast operating results
and to make decisions about future
investments.
In addition, we are subject to
the risks that our business operations
in or with certain countries may
be
adversely affected by trade tariffs, trade or economic
sanctions or other restrictions
imposed on these
countries,
including sanctions against
Russia relating to the war in Ukraine,
contributing to our decision to
exit
the Russian market, and the trade
tensions in recent years
with China.
These could lead to increased
costs
for us or for our customers or limit
our ability to do business in
or with certain countries. In addition,
actual or
potential investors that object to
certain of these business operations
may adversely affect the price of our
shares by disposing or deciding
not to purchase our shares. These
countries may from time to time
include
countries that are identified by the United
States as state sponsors
of terrorism. If any countries
where or with
whom we do business are subject
to such sanctions or restrictions, our
business, consolidated operating
results, financial condition
and the trading price of our shares
may be adversely affected. In 2023, our
total
revenues from business with countries
identified by the U.S. government
as state sponsors of terrorism
represented significantly less than 1 percent
of our total revenues. Based on
the amount of revenues and
other relevant quantitative and qualitative
factors, we have determined
that our business in 2023
with
countries identified by the U.S. government
as state sponsors of terrorism was
not material.
Our operations in emerging markets
expose us to risks associated
with conditions in those markets.
A significant amount of our operations
is conducted in the emerging
markets in South America, Asia,
and the
Middle East and Africa. In 2023, approximately
40 percent of our consolidated
revenues were generated from
these emerging markets. Operations
in emerging markets can present
risks that are not encountered
in
countries with well-established
economic and political systems, including:
•
economic instability, which could make it difficult for us
to anticipate future business conditions
in
these markets, cause delays in
the placement of orders for projects
that we have been awarded
and subject us to volatile geographic
markets,
•
political or social instability, which could make our customers
less willing to make cross-border
investments in such regions and
could complicate our dealings
with governments regarding
permits or other regulatory matters,
local businesses and workforces,
•
boycotts and embargoes that may
be imposed by the international
community on countries in
which we do business or where
we seek to do business could
adversely affect the ability of our
operations in those countries to obtain
the materials necessary to fulfill contracts
and our ability
to pursue business or establish
operations in those countries,
•
foreign state takeovers of our and
our customers’ facilities,
•
significant fluctuations in interest
rates and currency exchange
rates,
6
•
the imposition of unexpected taxes
or other payments
on our revenues in these markets,
•
our inability to obtain financing
and/or insurance coverage from export
credit agencies, and
•
exchange controls and other restrictions
by foreign governments.
Additionally, political and social instability resulting
from increased violence
in certain countries in which we
do business has raised concerns
about the safety of our personnel.
These concerns may hinder our
ability to
send personnel abroad
and to hire and retain local personnel.
Such concerns may require us to increase
security for personnel traveling
to and working in affected countries
or to restrict or wind-down operations
in
such countries, which may negatively
impact us and result in higher
costs and inefficiencies.
Consequently, our exposure to the conditions in or affecting
emerging markets may adversely
affect our
business, financial condition,
results of operations and liquidity.
We may encounter difficulty in managing
our business due to the global
nature of our operations.
We operate in approximately 100 countries around
the world and, as of December
31, 2023, employed more
than 105,000 people, of which approximately
48 percent were located in the
Europe region, approximately
28 percent in the Asia, Middle East
and Africa region and approximately
24 percent in the Americas region.
To
manage our day-to-day operations,
we must deal with cultural and language
barriers and assimilate
different business practices. Due to our
global nature, we deal
with a range of legal and regulatory
systems
some of which are less developed
and less well-enforced than others.
The laws and regulations to which
we
are subject can change rapidly
and in unexpected directions. Currency
and other local regulatory
limitations
related to the transfer of funds exist in
a number of countries where
we operate, including: China,
India,
South Africa, Egypt and Turkiye. All of this
may impact our ability to protect
our contractual, intellectual
property and other legal rights.
In addition, we are required
to create compensation programs, employment
policies and other administrative
programs that comply with the laws
of multiple countries. We also must
communicate, monitor and uphold
group-wide standards and directives across
our global network, including
in relation to our suppliers, subcontractors
and other relevant stakeholders.
Our failure to manage
successfully our geographically
diverse operations could impair our
ability to react quickly to changing
business and market conditions and
to enforce compliance with group-wide
standards and procedures.
We operate in very competitive and rapidly
changing markets and could
be adversely affected if
we
fail to keep pace with technological
changes.
We operate in very competitive and rapidly
changing markets where we regularly
need to innovate and
develop products, systems, services
and solutions that address
the business challenges and
needs of our
customers. The nature of these challenges
varies across the geographic markets
and product areas that we
serve. The markets for our products
and services are characterized
by changing regulatory requirements,
developing ESG expectations and
evolving industry standards,
which may require us to modify
our products
and systems. The continual development
of advanced technologies for new
products and product
enhancements is an important way
in which we remain competitive
and maintain acceptable pricing
levels. If
we fail to keep pace with technological
changes in the industrial sectors
that we serve, we may experience
lower revenues, price erosion and
lower margins.
Our primary competitors are sophisticated
companies with significant
resources that may develop
products
and services that are superior to our
products and services or may
adapt more quickly than we do
to new
technologies, industry changes
or evolving customer requirements.
We are also facing increased competition
from low cost competitors in emerging
markets, which may give
rise to increased pressure to
reduce our
prices. Our failure to anticipate or
respond quickly to technological
developments or customer requirements
could adversely affect our business, results
of operations, financial condition
and liquidity.
7
Industry consolidation could result
in more powerful competitors and
fewer customers.
Competitors in the industries in which
we operate are consolidating.
In particular, the automation industry is
undergoing consolidation
that is reducing the number but increasing
the size of companies that compete
with
us. As our competitors consolidate,
they likely will increase
their market share, gain economies
of scale that
enhance their ability to compete with
us and/or acquire additional
products and technologies that could
displace our product offerings.
Our customer base also is undergoing
consolidation. Consolidation
within our customers’ industries (such as
the marine and cruise industry, automotive, aluminum,
steel, pulp and paper and pharmaceutical
industries
and the oil and gas industry) could
affect our customers and their relationships
with us. If one of our
competitors’ customers acquires any
of our customers, we
may lose that business. Additionally, as our
customers become larger and
more concentrated, they could
exert pricing pressure on all suppliers,
including
us. If we were to lose market share or
customers or face pricing
pressure due to consolidation
of our
customers, our results of operations
and financial condition
could be adversely affected.
Increases in costs or limitation
of supplies of raw materials may
adversely affect our financial
performance.
We purchase large amounts of commodity-based
raw materials, including
steel, copper, aluminum and oil.
Prevailing prices for such commodities
are subject to fluctuations due
to changes in supply and demand
and
a variety of additional factors beyond
our control, such as global
political and economic conditions.
Historically, prices for some of these raw materials have
been volatile and unpredictable,
and such volatility is
expected to continue. Therefore,
commodity price changes may result
in unexpected increases in raw
material costs, and we may be unable
to increase our prices to offset these increased
costs without suffering
reduced volumes, revenues or operating
income. We do not fully hedge against
changes in commodity prices
and our hedging procedures
may not work as planned.
We depend on third parties to supply raw
materials and other components
and may not be able
to obtain
sufficient quantities of these materials
and components, which could
limit our ability to manufacture
products
on a timely basis and could harm our
profitability. For some raw materials and components,
we rely on a
single supplier or a small number
of suppliers. If one of these suppliers
were unable to provide us with a raw
material or component we need, our ability
to manufacture some of our
products could be adversely affected
if we are unable to find a sufficient alternative
supply channel in
a reasonable period of time, on commercially
reasonable terms, or at all.
In 2023, we experienced some continuing
global supply chain challenges
such as rising costs, port
congestion, material access issues
and some geopolitical uncertainty. Although we
were able to mitigate
these disruptions, we cannot assure
you that our mitigation efforts will be
sufficient to overcome future supply
chain constraints.
If our suppliers are unable
to deliver sufficient quantities of materials
on a timely basis, the manufacture
and
sale of our products may be disrupted,
we may be required to assume liability
under our agreements with
customers and our sales and profitability
could be materially adversely
affected.
Our multi-national operations expose
us to the risk of fluctuations in currency
exchange rates.
Currency exchange rate fluctuations have
had, and could continue
to have, a material impact on our
operating results, the comparability
of our results between periods,
the value of assets or liabilities
as
recorded on our Consolidated
Balance Sheet and the price of our securities.
Volatility in exchange rates
makes it harder to predict exchange
rates and perform accurate financial
planning. Changes in
exchange
rates can unpredictably and adversely
affect our consolidated operating
results and could result in exchange
losses.
Currency Translation Risk.
The results of operations and financial
position of most of our non-U.S.
companies are initially recorded
in the currency of the country in which
each such company resides, which
we call “local currency”. That financial
information is then translated into U.S.
dollars at the applicable
8
exchange rates for inclusion in our
Consolidated Financial
Statements. The exchange rates between
local
currencies and the U.S. dollar can
fluctuate substantially, which could have a significant
translation effect on
our reported consolidated results
of operations and financial
position.
Increases and decreases in the
value of the U.S. dollar versus local
currencies will affect the reported
value
of our local currency assets, liabilities,
revenues and expenses in our
Consolidated Financial
Statements,
even if the value of these items has not
changed in local currency terms.
These translations could
significantly and adversely affect our results
of operations and financial
position from period to period.
Currency Transaction Risk.
Currency risk exposure
also affects our operations when our sales
are
denominated in currencies
that are different from those in which
our manufacturing or sourcing
costs are
incurred. In this case, if, after the parties
agree on a price, the value
of the currency in which the price is to
be
paid were to weaken relative to
the currency in which we incur
manufacturing or sourcing costs,
there would
be a negative impact on the profit
margin for any such transaction.
This transaction risk may exist regardless
of whether there is also a currency
translation risk as described
above.
Currency exchange rate fluctuations in
those currencies in which
we incur our principal manufacturing
expenses or sourcing costs may adversely
affect our ability to compete with
companies whose costs are
incurred in other currencies. If our
principal expense currencies
appreciate in value against
such other
currencies, our competitive position
may be weakened.
—
Operational risks
Increased information technology
(IT) security threats and more sophisticated
cyber-attacks have in
the past, and could in the future,
pose a risk to our systems,
networks, products, solutions and
services.
We have observed a global increase
in IT security threats and more sophisticated
cyber-attacks, which pose
a risk to the security of systems and
networks and the confidentiality, availability
and integrity of data stored
and transmitted on those systems
and networks. Although
we have experienced occasional
cybersecurity
incidents, none have had a material
effect on our business operations. Since
we have in the past and may in
the future experience cyber-attacks
against our systems, networks, products,
solutions and services,
we have
incurred, and expect that we will continue
to incur substantial costs to help
mitigate this risk. Similarly, we
have observed a continued increase
in attacks generally against industrial
control systems as well as against
our customers and the systems
we supply
to them, which has in the past
and may in the future pose a risk
to
the security of those systems and networks.
Future attacks could potentially
lead to the compromising of
confidential information, disruption
of our business, improper use or downtime
of our systems and networks
or those we supplied to our customers,
manipulation, corruption,
inaccessibility and destruction
of data,
defective products or services, production
downtimes and supply
shortages.
Such attacks may also expose
us to loss of business, claims or regulatory
action.
Any such impact in turn could
adversely affect our
reputation, competitiveness and results
of operations. Our insurance
coverage may not be adequate
to cover
all the costs related to cyber security
attacks or disruptions resulting
from such events. Due to the nature of
these security threats, the nature and
scope of the impact of any future
incident cannot be predicted.
Our business strategy includes
making strategic divestitures.
There can be no assurance that any
divestitures will provide business
benefit.
Our strategy includes divesting certain
businesses. The divestiture
of an existing business could
reduce our
future profits and operating cash flows
and make our financial
results more volatile. We may also retain
certain obligations or grant indemnities
in connection with a divestment.
We may not find suitable purchasers
for our non-core businesses and may
continue to pay operating
costs associated with these businesses.
Failed attempts to divest non-core businesses
may distract management’s attention
from other business
activities, erode employee morale
and customers’ confidence,
and harm our business. A divestiture
could
also cause a decline in the price
of our shares and increased
reliance on other elements of our core
business
operations. Whether we realize
the anticipated benefits of a divestment,
including the divestment of the
Power Conversion business and
the spin-off of the Turbocharging business, depends
on whether we
9
successfully manage the related risks.
If we do not successfully manage
the risks associated with a
divestiture, our business, financial
condition, and results of operations could
be adversely affected.
Anticipated benefits of historical, existing
and potential future mergers,
acquisitions, joint ventures
or strategic alliances may
not be realized.
As part of our overall strategy, we may, from time to time, acquire businesses
or interests in businesses,
including noncontrolling
interests, or form joint ventures or create
strategic alliances. Whether we realize
the
anticipated benefits,
including operating
synergies and cost savings, from these
transactions, depends, in
part, upon the integration between
the businesses involved, the performance
and development of the
underlying products, capabilities
or technologies, our correct assessment
of assumed liabilities
and the
management of the operations in question.
Accordingly, our financial results could be adversely
affected by
unanticipated performance and
liability issues, transaction-related
charges, amortization related to
intangibles, charges for impairment
of long-term assets and
partner performance.
There is no guarantee that our ongoing
efforts to reduce costs
will be successful.
We seek continued cost savings through
operational excellence
and supply chain management.
Lowering our
cost base is important for our business
and future competitiveness.
However, there is no guarantee that we
will achieve this goal. If we are unsuccessful
and the shortfall is significant,
there could be an adverse effect
on our business, financial condition,
and results of operations.
Illegal behavior by any of our employees
or agents could have a material
adverse impact on our
consolidated operating results, cash
flows, and financial position
as well as on our reputation and
our ability to do business.
Certain of our employees or agents
have taken, and may in the future
take, actions that violate or
are alleged
to violate the U.S. Foreign Corrupt Practices
Act of 1977 (FCPA), legislation promulgated pursuant
to the
1997 Organisation for Economic Co-operation
and Development (OECD) Convention
on Combating Bribery
of Foreign Public Officials in International
Business Transactions, applicable antitrust
laws,
other applicable
laws or regulations or our Code
of Conduct. For more information
regarding investigations
of past actions
taken by certain of our employees,
see “Item 8. Financial Information—Legal
Proceedings”. Such actions
have resulted, and in the future could
result, in governmental investigations,
enforcement actions, civil
and
criminal penalties, including
monetary penalties and other sanctions,
and civil litigation. It is possible
that any
governmental investigation
or enforcement action arising
from such matters could conclude
that a violation of
applicable law has occurred, and
the consequences of
any such investigation or enforcement
action may
have a material adverse impact
on our consolidated operating
results, cash flows and financial
position. In
addition, such actions, whether actual
or alleged, could damage
our reputation and ability to do business.
Further, detecting, investigating and resolving
such actions could be expensive
and could consume
significant time and attention of our senior
management. While we are committed
to conducting business in a
legal and ethical manner, our internal control
systems at times have not been,
and in the future may not be,
completely effective to prevent and detect
such improper activities by our
employees and agents. We are
subject to certain ongoing
investigations by governmental
agencies.
10
We may be the subject of product liability
claims.
We may be required to pay for losses or
injuries purportedly caused
by the design, manufacture or operation
of our products and systems. Additionally, we may be subject
to product liability claims for the
improper
installation of products and systems designed
and manufactured by others.
Product liability claims brought against
us may be based in tort or
in contract, and typically involve
claims
seeking compensation for personal
injury or property damage. Claims
brought by commercial businesses
are
often made also for financial losses
arising from interruption to operations.
Depending on the nature and
application of many of the products we
manufacture, a defect or alleged
defect in one of these products could
have serious consequences. For example:
•
If the products produced by our electricity-related
businesses are defective,
there is a risk of fire,
explosions and power surges,
and significant damage to
electricity generating, transmission
and
distribution facilities as well as electrical
shock causing injury or death.
•
If the products produced by our automation-related
businesses are defective, our
customers
could suffer significant damage to facilities
and equipment that rely on these
products and
systems to properly monitor and
control their manufacturing
processes. Additionally, people
could be exposed to electrical shock
and/or
other harm causing
injury or death.
•
If any of our products contain hazardous
substances, then
there is a risk that such products
or
substances could cause injury or death.
•
If any of our protective products were
to fail to function properly, there is a risk that such
failure
could cause injury or death.
If we were to incur a very large product
liability claim, our insurance
protection might not be adequate
or
sufficient to cover such a claim in
terms of paying any awards
or settlements, and/or paying
for our defense
costs. Further, some claims may be outside the scope
of our insurance coverage. If a litigant
were successful
against us, a lack or insufficiency of insurance
coverage could result in
an adverse effect on our business,
financial condition, results of operations
and liquidity. Additionally, a well-publicized actual or perceived issue
relating to us or our products could
adversely affect our market reputation,
which could result in a decline
in
demand for our products and reduce
the trading price of our shares.
Furthermore, if we were required
or we
otherwise determined to make a
product recall, the costs could
be significant.
Undertaking long-term, technically
complex projects or
projects that are dependent
upon factors not
wholly within our control could
adversely affect our profitability
and future prospects.
We derive a portion of our revenues
from long-term, fixed price and turnkey
projects and from other
technically complex projects that
can take many months, or even
years, to complete. Such contracts
typically
involve substantial risks, including
the possibility that we may underbid
and consequently have no means
of
recouping the actual costs incurred,
and the assumption of a large portion
of the risks associated with
completing related projects, including
the warranty obligations. Some projects
involve technological risks,
including in cases where
we are required to modify our existing
products and systems to satisfy
the technical
requirements of a project, integrate our
products and systems into the existing
infrastructure and systems at
the installation site, or undertake
ancillary activities such as civil
works at the installation
site. Our revenue,
cost and gross profit realized on such
contracts can vary, sometimes substantially, from our original
projections for numerous reasons,
including:
•
unanticipated issues with the scope
of supply, including modification or integration
of supplied
products and systems that may require
us to incur incremental
expenses to remedy such issues,
•
the quality and efficacy of our products and
services cannot be tested and
proven in all situations
and environments and may lead
to premature failure or unplanned
degradation of products,
•
changes in the cost of components,
materials or labor,
11
•
difficulties in obtaining required
governmental permits or approvals,
•
delays caused by customers,
force majeure or local weather
and geological conditions, including
global health crises and natural disasters,
•
shortages of construction equipment,
•
changes in law or government policy,
•
supply bottlenecks, especially of key
components,
•
suppliers’, subcontractors’ or consortium
partners’ failure to perform
or delay in performance,
•
diversion of management focus due
to responding to unforeseen
issues, and
•
loss of follow-on work.
These risks are exacerbated if a
project is delayed because
the circumstances upon which
we originally bid
and quoted a price may have changed
in a manner that increases
our costs or other liabilities
relating to the
project. In addition, we sometimes
bear the risk of delays caused
by unexpected conditions or events.
Our
project contracts often subject us
to penalties or damages if we cannot
complete a project in accordance
with
the contract schedule. In certain cases,
we may be required
to pay back to a customer all or a portion
of the
contract price as well as potential
damages (which may significantly
exceed the contract price), if
we fail to
meet contractual obligations.
If we are unable to obtain performance
and other guarantees from
financial institutions, we may
be
prevented from bidding on,
or obtaining, some contracts,
or our costs with respect to such
contracts
could be higher.
In the normal course of our business
and in accordance with industry practice,
we provide a number of
guarantees including
bid bonds, advance payment bonds or guarantees,
performance bonds or guarantees
and warranty bonds or guarantees, which
guarantee our own performance.
These guarantees may include
guarantees that a project will
be completed on time or that a project
or particular equipment
will achieve other
defined performance criteria.
If we fail to satisfy any defined
criteria, we may be required to make payments
in cash or in kind. Performance guarantees
frequently are requested in
relation to large projects.
Some customers require that performance
guarantees be issued
by a financial institution. In considering
whether to issue a guarantee on our behalf,
financial institutions consider
our credit ratings. If, in
the future,
we cannot obtain such a guarantee
from a financial institution
on commercially reasonable
terms or at all, we
could be prevented from bidding
on, or obtaining, some contracts, or
our costs with respect to such contracts
could be higher, which would reduce the profitability
of the contracts. If we cannot obtain
guarantees on
commercially reasonable
terms or at all from financial institutions
in the future, there could be a
material
impact on our business, financial
condition, results of operations
or liquidity.
Our hedging activities may
not protect us against the consequences
of significant fluctuations
in
exchange rates, interest rates,
inflation or commodity
prices on our earnings and cash
flows.
Our policy is to hedge material currency
exposures by entering
into offsetting transactions with third-party
financial institutions. Given the effective
horizons of our risk management
activities and the anticipatory
nature of the exposures intended
to be hedged, there can be
no assurance that our currency hedging
activities will fully offset the adverse financial
impact resulting from unfavorable
movements in foreign
exchange rates. In addition, the
timing of the accounting for recognition
of gains and losses related to a
hedging instrument may not coincide
with the timing of gains
and losses related to the underlying
economic
exposures.
As a resource-intensive operation, we are
exposed to a variety of market
and asset risks, including
the
effects of changes in inflation, commodity
prices and interest rates.
We monitor and manage these exposures
as an integral part of our overall
risk management program, which
recognizes the unpredictability
of markets
12
and seeks to reduce the potentially
adverse effects on our business.
As part of our effort to manage these
exposures, we may enter into commodity
price and interest rate hedging
arrangements. Nevertheless,
changes in commodity prices and interest
rates cannot always be predicted
or hedged.
If we are unable to successfully
manage the risk of changes
in exchange rates, interest rates, inflation
or
commodity prices or if our hedging
counterparties are unable to perform their
obligations under our hedging
agreements with them, then changes
in these rates and prices could
have an adverse effect on our financial
condition and results of operations.
Failure to meet ESG expectations
or standards or achieve our ESG
goals could adversely affect
our
business, results of operations, and
financial condition
There has been an increased focus
from regulators and stakeholders
on environmental, social and
governance (ESG) matters. These
include greenhouse
gas emissions and climate-related
risks; diversity,
equity, and inclusion; responsible sourcing; human
rights and social responsibility;
and corporate
governance. We have established
certain ESG goals, commitments
and targets. Our ability to accomplish
them presents
numerous operational,
regulatory, financial, legal, and other challenges,
several of which are
outside of our control. Our failure
to achieve our ESG goals,
commitments and targets or
comply with
emerging ESG regulations could
adversely affect our business, results of
operations, and financial
condition.
Any such failure could harm our
reputation, adversely impact our
ability to attract and retain
customers and
talent and expose us to increased
scrutiny from the investment community
and enforcement authorities.
—
Legal and regulatory risks
An inability to protect our intellectual
property rights or actual or alleged
infringement of a third
party’s intellectual property rights could adversely
affect our business.
Our intellectual property rights are
fundamental to all of our
businesses. We generate, maintain,
utilize and
enforce a substantial portfolio
of trademarks, trade dress, patents
and other intellectual property rights
globally. Intellectual property protection is subject to applicable
laws in various local jurisdictions
where
interpretations and protections vary
or can be unpredictable
and costly to enforce. We use our intellectual
property rights to protect the goodwill
of our products, promote our product
recognition, protect our
proprietary technology and development
activities, enhance our competitiveness
and otherwise support our
business goals and objectives. However, there can
be no assurance that the steps
we take to obtain,
maintain and protect our intellectual
property rights will be adequate.
Our intellectual property rights may
fail
to provide us with significant competitive
advantages, particularly
in foreign jurisdictions that do not
have, or
do not enforce, strong intellectual
property rights. The weakening
of protection of our trademarks, trade
dress, patents and other intellectual
property rights could
adversely affect our business. In addition, there
exist risks around actual or alleged
infringement of third-party intellectual
property rights, which could – even
with mitigation processes in place - lead
to claims against us that require
significant resources to resolve.
We
also may engage in legal
action to protect our own intellectual
property rights, and enforcing our
rights may
require considerable
time, money and oversight, and existing
laws in the various countries in which
we
provide services or solutions may
offer only limited protection.
Failure to comply with evolving
data privacy and data protection
laws and regulations or to otherwise
protect personal data, may adversely
impact our business and financial
results.
We are subject to many rapidly evolving
privacy and data protection laws and
regulations around the world
including the General Data Protection
Regulation (GDPR) in Europe
and the Personal Information Protection
Law in China as well as the California
Data Privacy Act and the California
Privacy Rights Act (effective in
January 2023) in the United States.
This requires us to operate
in a complex environment where
there are
significant constraints on how we
can process personal data across our
business. The GDPR, which became
effective in May 2018, has established
stringent data protection requirements
for companies doing business
in or handling personal data of individuals
in the European Union. The GDPR
imposes obligations on data
controllers and processors including
the requirement to maintain a record
of their data processing
and to
implement policies and procedures
as part of their mandated privacy
governance framework. Breaches
of the
13
GDPR or other applicable
data privacy laws could result in substantial
fines, which in some cases could
be
up to four percent of our worldwide
revenue. In addition, a breach of the
GDPR or other data privacy or data
protection laws or regulations could
result in regulatory investigations,
reputational damage, orders to
cease/change our use of data, enforcement
notices, as well as potential
civil claims including class action
type litigation. We have invested, and continue
to invest, human and technology
resources in our data privacy
and data protection compliance
efforts. There can be no assurance that any
such actions will be sufficient to
prevent cybersecurity breaches, disruptions,
unauthorized release
of sensitive information or corruption
of
data. Despite such actions, there is a
risk that we may be
subject to fines and penalties, litigation
and
reputational harm if we fail to properly
process or protect the data
or privacy of third parties or
comply with the
GDPR or other applicable
data privacy and data protection
regimes.
Examinations by tax authorities
and changes in tax regulations
could result in lower earnings
and
cash flows.
We operate in approximately 100 countries and
therefore are subject to different
tax regulations. Changes
in
tax laws,
including those addressing
tax avoidance and profit sharing,
could result in a higher tax expense
and higher tax payments. Furthermore,
this could materially impact our
tax-related receivables and liabilities
as well as deferred income tax assets
and liabilities. In addition,
the uncertainty of the tax environment
in
some regions could limit our ability
to enforce our rights. As a globally
operating organization, we
conduct
business in countries subject to
complex tax rules, which
may be interpreted in different ways.
Future
interpretations or developments of
tax regimes may affect our tax liabilities,
returns on investments and
business operations. We are regularly
examined by tax authorities in
various jurisdictions. An adverse
decision by a tax authority could
cause a material adverse effect on our
business, financial condition
and
results of operations.
We are subject to environmental
laws and regulations in the countries
in which we operate.
We incur
costs to comply with such regulations,
and our ongoing operations
may expose us to environmental
liabilities.
Our operations are subject to U.S.,
European and other laws
and regulations governing
the discharge of
materials into the environment or
otherwise relating to environmental
protection. Our manufacturing facilities
use and produce paint residues,
solvents, metals, oils and
related residues. We use petroleum-based
insulation in transformers and chloroparaffins
as a flame retardant. We have
manufactured and sold, and we
are using in some of our factories,
certain types of transformers and
capacitors containing polychlorinated
biphenyls (PCBs). These are considered
to be hazardous substances in
many jurisdictions in which we
operate. We may be subject to substantial
liabilities for environmental
contamination arising from the use of
such substances. All of our manufacturing
operations are subject to ongoing
compliance costs in respect of
environmental matters and the associated
capital expenditure
requirements.
In addition, we may be subject to
significant fines and penalties
if we do not comply with environmental
laws
and regulations, including
those referred to above. Some environmental
laws provide for joint and several
or
strict liability for remediation of releases
of hazardous substances,
which could result in us incurring
a liability
for environmental damage without
regard to our negligence
or fault. Such laws and regulations
could expose
us to liability arising out of the conduct
of operations or conditions
caused by others, or for our acts which
were in compliance with all
applicable laws at the time the
acts were performed. Additionally, we may be
subject to claims alleging personal
injury or property damage as a result of
alleged exposure to hazardous
substances. Changes in the environmental
laws and regulations,
or claims for damages to persons,
property,
natural resources or the environment,
could result in substantial
costs and liabilities to us.
14
We have been affected and could in
the future be affected by laws or regulations
enacted to address
climate change concerns,
including non-financial
reporting disclosure requirements,
as well as the
physical effects of climate change.
Existing or pending laws and
regulations intended to address
climate change concerns could
affect us in the
future. We have incurred, and may need
to incur additional costs to
comply with these laws and regulations
and any non-compliance could
adversely affect our reputation and result in
significant fines. We have
incurred, and may need to incur, additional
costs and we need to establish additional
processes to comply
with new non-financial reporting
disclosure requirements. We could also be affected
indirectly by increased
prices for goods or services provided
to us by companies that are
directly affected by these laws and
regulations and pass their increased
costs through to their customers.
At this time, we cannot estimate what
impact such costs may have on our business,
results of operations or financial
condition. We could also be
affected by the physical consequences
of climate change itself, although
we cannot estimate what impact
those consequences might have on
our business or operations.
Any such changes could also
impact our
ability to achieve our 2030 Sustainability
targets as well as the related
costs and resources necessary
to do
so.
—
General risk factors
If we are unable to attract and retain
qualified management and
personnel then our business
may be
adversely affected.
Our success depends in part on our
continued ability to hire, assimilate and
retain highly qualified
personnel,
particularly our senior management
team and key employees. Competition
for highly qualified
management
and technical personnel
remains intense in the industries and
regions in which we operate. If we are unable
to attract and retain members of our
senior management team and
key employees, including in
connection
with our ongoing organizational
transformation, this could have
an adverse effect on our business.
Our business subjects us to considerable
potential exposure to
litigation and legal claims and could
be materially adversely affected
if we incur legal liability.
We are subject to, and may become
a party to, a variety of litigation
or other claims. Our business is
subject
to the risk of claims involving
current and former employees, customers,
partners, subcontractors, suppliers,
competitors, shareholders, government
regulatory agencies
or others through private actions,
class actions,
whistleblower claims, administrative
proceedings, regulatory actions
or other proceedings.
Our acquisition
activities have in the past and may
in the future be subject to
litigation or other claims. While we maintain
insurance for certain potential liabilities,
such insurance does not cover
all types and amounts of potential
liabilities and is subject to various
exclusions as well as caps on amounts
recoverable.
Item 3A.
[Reserved]