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Risks

• We are subject to potential liability relating to claims, complaints and proceedings, including those relating to asbestos, environmental, product liability and other matters.
• Many of the markets in which we operate are cyclical or are subject to industry events, and our results have been and could be affected as a result.
• Our business depends on capital investment and maintenance expenditures by our customers.
• The fact that we outsource various elements of the products and services we sell subjects us to the business risks of our suppliers and subcontractors, which could have a material adverse impact on our operations.
• Our technology is important to our success, and failure to develop new products or make the appropriate investment in technology advancements may result in the loss of any sustainable competitive advantage in products, services and processes.
• Failure to protect or unauthorized use of our intellectual property may harm our business.
• Cost overruns, inflation, delays and other risks could significantly impact our results, particularly with respect to fixed-price contracts.
• Our current and planned products may contain defects or errors that are detected only after delivery to customers. If that occurs, our reputation may be harmed and we may face additional costs.
• Governmental laws and regulations could negatively affect our business.
• Difficulties presented by domestic economic, political, legal, accounting and business factors could negatively affect our business.
• Worldwide economic conditions could negatively impact our businesses.
• Our non-U.S. revenues and operations expose us to numerous risks that may negatively impact our business.
• Our failure to successfully complete acquisitions could negatively affect us.
• We may not achieve the expected cost savings and other benefits of our acquisitions.
• Dispositions or liabilities retained in connection with dispositions could negatively affect us.
• The loss of key personnel and an inability to attract and retain qualified employees could have a material adverse effect on our operations.
• We are subject to work stoppages, union negotiations, labor disputes and other matters associated with our labor force, which may adversely impact our operations and cause us to incur incremental costs.
• Our indebtedness may affect our business and may restrict our operating flexibility.
• We may not be able to finance future needs or adapt our business plan to react to changes in economic or business conditions because of restrictions placed on us by our senior credit facilities and any existing or future instruments governing our other indebtedness.
• Credit and counterparty risks could harm our business.
• Changes in tax laws and regulations or other factors could cause our income tax obligations to increase, potentially reducing our net income and adversely affecting our cash flows.
• If the fair value of any of our reporting units is insufficient to recover the carrying value of the goodwill and other intangibles of the respective reporting unit, a material non-cash charge to earnings could result.
• Cost reduction actions may affect our business.
• Changes in key estimates and assumptions related to our defined benefit pension and postretirement plans, such as discount rates, assumed long-term return on assets, assumed long-term trends of future cost, and accounting and legislative changes, as well as actual investment returns on our pension plan assets and other actuarial factors, could affect our results of operations and cash flows.
• Provisions in our corporate documents and Delaware law may delay or prevent a change in control of our company, and accordingly, we may not consummate a transaction that our stockholders consider favorable.
• Increases in the number of shares of our outstanding common stock could adversely affect our common stock price or dilute our earnings per share.
• The Spin-Off may expose us to potential liabilities arising out of state and federal fraudulent conveyance laws and legal dividend requirements.