Zimmer Biomet Holdings (ZBH) risk factors, FY2024 10-K

Risks Related to our Business, Operations and Strategy

1. 01Our success depends on our ability to effectively develop and market our products against those of our competitors
2. 02Our products may become obsolete, customers may not buy our products, and our revenue and profitability may decline without the timely introduction of new products and enhancements, due to changes in markets, or due to changes in applicable standards of care
3. 03Our success largely depends on our ability to attract, retain, develop and motivate our human capital, including our senior management, key employees and key third parties, and on our ability to have meaningful succession plans in place to prepare for foreseen and unforeseen changes
4. 04Our restructuring programs may not be successful or we may not fully realize the expected cost savings and/or operating efficiencies from our restructuring initiatives
5. 05We may not be able to effectively integrate acquired businesses into our operations or achieve expected cost savings or profitability from our acquisitions
6. 06inability to generate sufficient revenue or realize sufficient cost savings to offset acquisition or investment costs
7. 07Interruption of manufacturing or distribution operations could adversely affect our business, financial condition and results of operations
8. 08Challenges integrating, transitioning and implementing a new enterprise resource planning ("ERP") system have adversely affected our business and operations, and may in the future have further adverse effects
9. 09Disruptions in the supply of the materials and components used in manufacturing our products or the sterilization of our products by us or third-party suppliers could adversely affect our business, financial condition and results of operations
10. 10We and our business partners are dependent on sophisticated information technology and if we fail to effectively maintain or protect our information systems and data, including from cybersecurity events, our business could be adversely affected
11. 11suffer other adverse consequences
12. 12Business interruptions and disruptions have adversely impacted, and may, either alone or in combination with other risks, in the future adversely impact, our business, results of operations and financial condition, the nature and extent of which impacts are uncertain and unpredictable

Financial, Credit and Liquidity Risks

1. 13limit our ability to apply proceeds from a future offering or asset sale to purposes other than the servicing and repayment of debt
2. 14Changes in tax laws in countries in which we do business are expected to negatively impact our effective tax rate; further changes in tax laws may have a further negative impact
3. 15We may have additional tax liabilities as a result of examinations and audits
4. 16If our independent agents and distributors are characterized as employees, we would be subject to additional tax and other liabilities
5. 17Future material impairments in the carrying value of our intangible assets, including goodwill, would negatively affect our operating results
6. 18We conduct a significant amount of our sales and manufacturing activities outside of the U.S., which subjects us to additional business risks and may cause our profitability to decline due to increased costs
7. 19Violations of foreign laws or regulations could result in fines; criminal sanctions against us, our directors, officers, employees, agents or distributors; prohibitions or restrictions relating to the conduct of our business; and damage to our reputation
8. 20Tariffs, trade restrictions and other trade measures could adversely affect our business and financial results
9. 21We are subject to risks arising from currency exchange rate fluctuations, which can increase our costs, cause our profitability to decline and expose us to counterparty risks

Legal, Regulatory and Compliance Risks

1. 22adverse regulatory action, depending on its magnitude, may restrict us from effectively manufacturing, marketing and selling our products and could have a material adverse effect on our business, financial condition and results of operations
2. 23If we fail to comply with healthcare fraud and abuse laws and regulations, we could face substantial penalties and our business, operations and financial condition could be adversely affected
3. 24If we fail to comply with data privacy and security laws and regulations, we could face substantial penalties and our business, operations and financial condition could be adversely affected
4. 25Pending and future product liability claims and litigation could adversely impact our financial condition and results of operations and impair our reputation
5. 26We are involved in legal proceedings that may result in adverse outcomes

Risks Related to Our Organizational Documents and Jurisdiction of Incorporation

1. 27Anti-takeover provisions in our organizational documents could delay or prevent a change of control