1381272--2/19/2008--Sensata_Technologies

related topics

{debt, indebtedness, cash}

{product, market, service}

{cost, operation, labor}

{cost, regulation, environmental}

{regulation, change, law}

{tax, income, asset}

{acquisition, growth, future}

{property, intellectual, protect}

{system, service, information}

{customer, product, revenue}

{operation, international, foreign}

{regulation, government, change}

{product, liability, claim}

{control, financial, internal}

{personnel, key, retain}

{interest, director, officer}

{operation, natural, condition}

Our businesses operate in markets that are highly competitive, and competitive pressures could require us to lower our prices or result in reduced demand for our products. Fundamental changes in the industries in which we operate could adversely affect our businesses. Continued pricing and other pressures from our customers may adversely affect our business. We are subject to risks associated with our non-U.S. operations, which could adversely impact the reported results of operations from our international businesses. We may not realize all of the revenue or achieve anticipated gross margins from products subject to existing purchase orders or for which we are currently engaged in development. The loss of one or more of our suppliers of finished goods or raw materials may interrupt our supplies and materially harm our business. Increasing costs for manufactured components and raw materials may adversely affect our profitability. Non-performance by our suppliers may adversely affect our operations. Labor disruptions or increased labor costs could adversely affect our business. We depend on third parties for certain transportation, warehousing and logistics services. A material disruption at one of our manufacturing facilities could harm our financial condition and operating results. We may not be able to keep up with rapid technological and other competitive changes affecting our industry. We may incur material losses and costs as a result of product liability and warranty and recall claims that may be brought against us. Continued compliance with Section 404 of the Sarbanes-Oxley Act of 2002 ( Section 404 ) may be costly with no assurance of maintaining effective internal control over financial reporting. We may not be able to protect our intellectual property, including our proprietary technology and the Klixon , Airpax , Arc Shield and Dimensions brands. We may be subject to claims that our products or processes infringe the intellectual property rights of others, which may cause us to pay unexpected litigation costs or damages, modify our products or processes or prevent us from selling our products. Export of our products are subject to various export control regulations and may require a license from either the U.S. Department of State or the U.S. Department of Commerce. We may be adversely affected by environmental and safety regulations or concerns. Our ability to operate our Company effectively could be impaired if we fail to attract and retain key personnel. Integration of acquired companies and any future acquisitions and joint ventures or dispositions may require significant resources and/or result in significant unanticipated losses, costs or liabilities. Taxing authorities could challenge our historical and future tax positions. Taxing authorities could challenge our allocation of taxable income among our subsidiaries, which could increase our consolidated tax liability. Tax laws to which we are subject could change in a manner adverse to us. We have recorded a significant amount of goodwill and other identifiable intangible assets, which may become impaired in the future. Despite our substantial indebtedness, we may still incur significantly more debt, which could further exacerbate the risks described above. We may not be able to generate sufficient cash flows to meet our debt service obligations. Restrictive covenants in our Senior Secured Credit Facility and the indentures governing the Notes may restrict our ability to pursue our business strategies. Our failure to comply with the covenants contained in the credit agreement governing our Senior Secured Credit Facility or our other debt agreements, including as a result of events beyond our control, could result in an event of default which could materially and adversely affect our operating results and our financial condition. Our historical financial information may not be representative of our results as a separate company or indicative of our future financial performance. We may experience difficulties operating the new systems and arrangements implemented to become a stand-alone company. We may not be able to raise additional funds when needed for our business or to exploit opportunities. We incur increased costs as a result of being a stand-alone company.

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1381272--2/19/2008--Sensata_Technologies_B.V.