MasterBrand (MBC) risk factors, FY2024 10-K

Risks Related to Our Industry

1. 01We face competition with respect to some of our products from competitors who operate in countries with lower labor and compliance costs. These competitors may also benefit from certain local government subsidies or other incentives that are not available to us
2. 02We could lose market share if we do not successfully develop new products or processes or improve existing products or processes
3. 03Our businesses rely on the performance of dealers, retailers and other marketing arrangements and could be adversely affected by poor performance or other disruptions impacting our distribution channels and customers
4. 04The loss of any of our significant customers or a reduction in the quantity of products they purchase could affect our financial health
5. 05Certain of our customers may expand through consolidation and internal growth, which may increase their buying power. The increased size of our customers could have an adverse effect on our results of operations
6. 06Failure to maintain the performance, reliability and quality of our products, or to timely deliver our products, could have an adverse effect on our results of operations

Risks Related to Our Operations

1. 07Risks associated with our ability to improve organizational productivity and global supply chain efficiency and flexibility could adversely affect our results of operations
2. 08Risks associated with global commodity and energy availability and price volatility, as well as the possibility of sustained inflation, could adversely affect our results of operations
3. 09Our success depends in part on the efforts and abilities of qualified personnel at all levels, including our senior management team and other key associates. Their motivation, skills, experience, contacts and industry knowledge significantly benefit our operations and administration
4. 10Future global pandemics would likely cause disruptions to our business and results of operations
5. 11Data privacy considerations could impact our business
6. 12We manufacture, source and sell products internationally and are exposed to risks associated with doing business globally, including risks associated with uncertain trade environments
7. 13Disruption of operations could adversely affect our profitability and competitive position
8. 14Inability to obtain raw materials and finished goods in a timely and cost-effective manner from suppliers could adversely affect our ability to manufacture and market our products
9. 15We are dependent on third-party suppliers and service providers
10. 16Risks associated with strategic acquisitions and joint ventures could adversely affect our results of operations
11. 17Impairment charges could have a material adverse effect on our financial results
12. 18Our pension costs and funding requirements could increase as a result of volatility in the financial markets and changes in interest rates and actuarial assumptions, or the decision to transfer administration of the pension plan to a third-party
13. 19We have debt obligations, and may in the future incur additional debt obligations, that could adversely affect our business and profitability and our ability to meet our other obligations

Risks Related to Litigation and Regulations

1. 20Changes in government and industry regulatory standards could adversely affect our results of operations
2. 21Potential liabilities and costs from claims and litigation could adversely affect our results of operations
3. 22Failure to comply with laws, government regulations and other requirements could adversely affect our results of operations
4. 23In addition to complying with current requirements and known future requirements, we may be subject to new or more stringent requirements in the future
5. 24We may be subject to significant compliance costs, as well as liabilities under environmental, health and safety laws and regulations
6. 25Climate change and related legislative and regulatory initiatives could adversely affect our business and results of operations
7. 26ESG matters may adversely impact our business and reputation and we may be required to make material expenditures to respond to customer needs and investor expectations regarding ESG matters
8. 27Changes in tax laws or regulations may have a negative impact on our results of operations
9. 28Tax audits may result in findings that have a negative impact on our results of operations
10. 29Our inability to secure and protect our intellectual property rights could negatively impact revenues and brand reputation

Risks Related to the Separation and Distribution

1. 30We have a short operating history as an independent, publicly-traded company, and our historical consolidated financial statements are not necessarily representative of the results we would have achieved as an independent, publicly-traded company and may not be reliable indicators of our future results
2. 31Following the Separation, our financial profile has changed, and we are a smaller, less diversified company than Fortune Brands prior to the Separation
3. 32The terms we received in our agreements with Fortune Brands could be less beneficial than the terms we may have otherwise received from unaffiliated third parties, and Fortune Brands may fail to perform under such agreements
4. 33Fortune Brands may fail to perform under various transaction agreements that were executed as part of the Separation, which could cause us to incur expenses or losses we would not otherwise incur
5. 34If the Distribution, together with certain related transactions, were to fail to qualify as tax-free for U.S. federal income tax purposes, then we, Fortune Brands and our stockholders could be subject to significant tax liability or tax indemnity obligations

Risks Related to Our Common Stock

1. 35The market price of our shares of common stock may fluctuate significantly
2. 36Provisions in our amended and restated certificate of incorporation and our amended and restated bylaws and provisions of Delaware law may prevent or delay an acquisition of us, even if that change may be considered beneficial by some of our stockholders
3. 37from removing directors other than “for cause”; and rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings
4. 38Our charter contains an exclusive forum provision that may discourage lawsuits against us and our directors and officers
5. 39We cannot guarantee that our stock repurchase program will be fully consummated or will enhance long-term stockholder value, and stock repurchases could increase the volatility of our stock prices and could diminish our cash reserves