ITEM 1A. RISK FACTORSThere have been no material changes from the risk factors previously disclosed in Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2025, except for the additional risk factors relating to the Taco acquisition set forth below.
We may not realize the anticipated benefits of the Taco acquisition and any benefit may take longer to realize than we expect.
The Taco acquisition will involve the integration of Tacos operations with our existing operations, and there are uncertainties inherent in such an integration. We will be required to devote significant management attention and resources to integrating Tacos operations. Delays or unexpected difficulties in the integration process could adversely affect our business, financial results and financial condition. Even if we are able to integrate Tacos operations successfully, this integration we may not result in realize the realization of the full benefits of revenue synergies, cost savings and operational efficiencies that we expect or the achievement of these benefits within a reasonable period of time or at all.
37 We could be subject to new risks, known and unknown, relating to the Taco acquisition.
We may experience risks, losses and damages associated with the Taco acquisition. The risks we could face include the following:
the Taco acquisition may lead to the incurrence of costs to review, upgrade and integrate Tacos systems with our compliance and reporting systems, including our systems of internal control over financial reporting. The process of integrating Taco into our internal control over financial reporting could require significant time and effort from our management and other personnel and could increase our compliance costs; and
the Taco acquisition involves the inherent risk of liabilities, and these liabilities may prove more costly or produce more adverse effects than we anticipate, such as actual or potential litigation and regulatory matters. In addition, in the course of the due diligence review of Taco, we may not have discovered, or may have been unable to quantify, undisclosed liabilities of Taco, and we may not be indemnified or have insurance for any of these liabilities. Any such liabilities could have an adverse effect on our business, results of operations, financial condition and cash flows following the completion of the Taco acquisition. flows.
Any of these risks associated with the Taco acquisition could have a material adverse impact on our business, results of operations and financial condition.
Increased leverage may harm our financial condition and results of operations.
As of June 30, On October 1, 2026, we had $ 1,606.0 borrowed $1.4 billion to finance a portion of the purchase price for the Taco acquisition and pay related fees and expenses. This borrowing is in addition to the $1,484.1 million of total debt on a consolidated basis. We expect our indebtedness to increase materially in connection with our acquisition basis we had as of Taco. September 30, 2026. We intend to fund the Taco acquisition with new debt, together with cash on hand and/or borrowings under our revolving credit facility, and, if necessary, borrowings under the bridge facility for an aggregate amount of approximately $ 1.4 billion of new indebtedness in connection with the Taco acquisition. We and our subsidiaries may incur additional indebtedness in the future. Future increases in our level of indebtedness will have several important effects on our future operations, including, without limitation:
we will have additional cash requirements in order to support the payment of interest on our outstanding indebtedness;
increases in our outstanding indebtedness and leverage may increase our vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure;
our ability to obtain additional financing for working capital, capital expenditures, general corporate and other purposes may be reduced;
our flexibility in planning for, or reacting to, changes in our business and our industry may be reduced; and
our flexibility to make acquisitions and develop technology may be limited.
Our ability to make payments of principal and interest on our indebtedness depends upon our future performance, which will be subject to general economic conditions and financial, business and other factors affecting our consolidated operations, many of which are beyond our control. If we are unable to generate sufficient cash flow from operations in the future to service our debt and meet our other cash requirements, we may be required, among other things:
to seek additional financing in the debt or equity markets;
to refinance or restructure all or a portion of our indebtedness;
to sell selected assets or businesses; or
to reduce or delay planned capital or operating expenditures.
Such measures might not be sufficient to enable us to service our debt and meet our other cash requirements. In addition, any such financing, refinancing or sale of assets might not be available at all or on economically favorable terms.
38 We may be negatively impacted by litigation and other claims.
We are currently, and may in the future become, subject to litigation and other claims. These legal proceedings are typically claims that relate to our products or services or to the conduct of our businesses and include, without limitation, claims relating to commercial, regulatory or contractual disputes with suppliers, shareholders, authorities, customers or parties to acquisitions and divestitures; intellectual property matters; environmental, asbestos, safety and health matters; product quality and liability matters; matters arising from the use or installation of our products; consumer protection matters and employment and labor matters. As described in Legal proceedings within Note 16 Commitments and Contingencies, of the condensed consolidated financial statements included in Item 1 of Part I of this Form 10-Q, we are also currently subject to a putative securities class action by shareholders. The outcome of such legal proceedings cannot be predicted with certainty, and some may be disposed of unfavorably to us. In addition to insurance costs rising and insurers decreasing coverage, insurance coverage is not available for some of our claims and may be disputed by carriers in others. While we currently maintain what we believe to be suitable product liability insurance, we may not be able to maintain this insurance on our preferred terms or at an acceptable cost. Further, this insurance may not provide adequate protection against potential or previously existing liabilities. In addition, we self-insure a portion of product liability claims and must satisfy deductibles on other insured claims. Some of our business involves the sale of our products to customers that are constructing large and complex systems, facilities or other capital projects, and while we generally try to limit our exposure to liquidated damages, consequential damages and other potential damages in the contracts for these projects, we could be exposed to significant monetary damages and other liabilities in connection with the sale of our products for these projects for a variety of reasons. In addition, some of our businesses, customers, and dealers are subject to various laws and regulations regarding consumer protection and advertising and sales practices, and we have been named, and may be named in the future, as a defendant in litigation, including class action complaints, arising from alleged violation of these laws and regulations. In addition, our indemnification obligations relating to the purchase or sale of businesses could result in litigation or claims of unknown amounts. Successful claims or litigation against us for significant amounts could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flows.