EFTA01381274.pdf

Form S-I Table of Contrail • violations of the Foreign Compt Practices Act by acts of agents and other intermediaries whom we have limited or no ability to control; and • violations of regulations enforced by the U.S. Department of The Treasury's Office of Foreign Asset Control. In addition, our expansion into new countries may require significant resources and the efforts and attention of our management and other personnel, which will divert resources from our existing business operations. As we expand our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage these and other risks associated with our operations outside of the United States and Canada. n'e mar seek to grow our business through acquisitions ofor investments in new or complementary businesses,facilities, technologies or product, or through strategic alliances. and thefailure to manage acquisitions, investments or strategic alliances, or thefailure to integrate them with our existing business, could have a material adverse effect on us. From time to time we may consider opportunities to acquire or make investments in new or complementary businesses. facilities, technologies or products, or enter into strategic alliances, that may enhance our capabilities, expand our manufacturing network, complement our current products or expand the breadth of our markets. Potential and completed acquisitions and investments and other strategic alliances involve numerous risks, including: problems assimilating the purchased business, facilities, technologies or products; • issues maintaining uniform standards, procedures, controls and policies; • unanticipated costs associated with acquisitions, investments or strategic alliances; • diversion of management's attention from our existing business; adverse effects on existing business relationships with suppliers, contract manufacturers, retail partners and distribution customers; • risks associated with entering new markets in which we have limited or no experience; potential loss of key employees of acquired businesses; and • increased legal and accounting compliance costs. We do not know if we will be able to identify acquisitions or strategic relationships we deem suitable, whether we will be able to successfully complete any such transactions on favorable terms or at all or whether we will be able to successfully integrate any acquired business, facilitirs, technologies or products into our business or retain any key personnel, suppliers or customers. Our ability to successfully grow through strategic transactions depends upon our ability to identify, negotiate, complete and integrate suitable target businesses, facilities, technologies and products and to obtain any necessary financing. These efforts could be expensive and time-consuming and may disrupt our ongoing business and prevent management from focusing on our operations. If we are unable to integrate any acquired businesses, facilities, technologies and products effectively, our business. results of operations and financial condition could be materially adversely affected. 27 httplAvww.sce.gov/Arehi vas/edger/data/ 609989/000119312515218883/d734898dsl.htm17/20/2015 10:30:13 AM( CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0080114 CONFIDENTIAL SDNY GM_00226298 EFTA01381274