TOUAX : Annual report TOUAX SCA 2023 Universal Registration Document

2023 UNIVERSAL REGISTRATION DOCUMENT

YOUR LEASING SOLUTION FOR SUSTAINABLE TRANSPORT

2023 UNIVERSAL REGISTRATION DOCUMENT

including the Annual Financial Report

This is a translation into English of the (universal) registration document of the Company issued in French and it is available on the website of the Issuer.

This universal registration document was filed on March 22nd, 2024 with the AMF, in its capacity as competent authority under Regulation (EU) No. 2017/1129, without prior approval in accordance with Article 9 of this Regulation.

The universal registration document may be used for the purposes of a public offering of securities or the admission of securities to trading on a regulated market if it is supplemented by a note relating to securities and if applicable, a summary and any amendments made to the universal registration document. This is all approved by the AMF in accordance with Regulation (EU) No. 2017/1129.

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2023 UNIVERSAL REGISTRATION DOCUMENT
CONTENTS
1. PERSONS RESPONSIBLE, INFORMATION FROM THIRD PARTIES, EXPERT REPORTS AND APPROVAL BY THE COMPETENT AUTHORITY	....................................3
2. STATUTORY AUDITORS	4
3. RISK FACTORS	5
4. ISSUER INFORMATION	16
5. BUSINESS OVERVIEW	17
6. ORGANISATIONAL STRUCTURE	39
7. ANALYSIS OF THE FINANCIAL POSITION AND INCOME	40
8. CASH AND CAPITAL	41
9. REGULATORY ENVIRONMENT	42
10. TREND INFORMATION	43
11. PROFIT FORECASTS OR ESTIMATES	44
12. ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND THE GENERAL MANAGEMENT	45
13. REMUNERATION AND BENEFITS	46
14. OPERATION OF THE ADMINISTRATIVE AND MANAGEMENT BODIES	49
15. EMPLOYEES	50
16. MAIN SHAREHOLDERS	51
17. TRANSACTIONS WITH RELATED PARTIES	53
18. FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND INCOME	54
19. ADDITIONAL INFORMATION	129
20. SIGNIFICANT CONTRACTS	132
21. DOCUMENTS ACCESSIBLE TO THE PUBLIC	133
22. REPORTS OF THE MANAGING PARTNERS	134
23. REPORTS OF THE SUPERVISORY BOARD	183
24. RECENTLY RELEASED INFORMATION	205
25. DRAFT RESOLUTIONS AT THE GENERAL MEETING OF 12 JUNE 2024	213
26. INCLUSION BY REFERENCE	220
27. GLOSSARY	221

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2023 UNIVERSAL REGISTRATION DOCUMENT

1. PERSONS RESPONSIBLE, INFORMATION FROM THIRD PARTIES, EXPERT REPORTS AND APPROVAL BY THE COMPETENT AUTHORITY

PERSONS RESPONSIBLE

Fabrice and Raphaël Walewski, Managing Partners.

DECLARATION OF RESPONSIBLE PERSONS

"We confirm that, to the best of our knowledge, the information in this document gives a true and fair view and does not contain any omission likely to change the scope thereof. We confirm that, to the best of our knowledge, the financial statements, prepared in accordance with applicable accounting standards, give a true and fair view of the assets, financial position and profit or loss of the Company and all the companies included in its consolidation, and that the management report contained in this document presents a true and fair view of the development and performance of the business, profit or loss and financial position of the company and all the companies included in its consolidation, together with a description of the principal risks and uncertainties that it faces."

22 March 2024 Fabrice and Raphaël WALEWSKI Managing Partners

EXPERT STATEMENT OR REPORT

N/A

CERTIFICATE RELATING TO INFORMATION FROM A THIRD PARTY

N/A

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2. STATUTORY AUDITORS

STATUTORY AUDITOR DETAILS

					Date first appointed		Mandate expiry
Principal Statutory Auditors
DELOITTE & Associés			Appointed at the Ordinary General	Following	the	Ordinary	General
Represented by Mr. Albert AÏDAN	Meeting on 6 June 2000, renewed at	Meeting held in 2029 to approve the
the Ordinary General Meeting on	2028 financial statements.
Tour Majunga
			14 June 2023.
6,	place	de	la	Pyramide
92908 Paris La Défense CEDEX
RSM PARIS				Appointed by the Ordinary General	Following	the	Ordinary	General
Represented by Mrs. Régine STEPHAN	Meeting held on 9 June 2016, renewed	Meeting held in 2028 to approve the
at the Ordinary General Meeting on	2027 financial statements.
26 rue Cambacérès 75008 Paris
22 June 2022.

CHANGE IN STATUTORY AUDITORS

Not applicable

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3. RISK FACTORS

TOUAX has carried out a review of its risk factors, taking into account their importance according to the probability of seeing these occur (frequency) and the estimated level of their negative impact (impact). In this new approach, the number of categories and, where applicable, sub-categories of risks has been reduced with, in each category and sub-category, the most significant risks presented first. The potential impact of each risk has been specified taking into account the risk management processes. The information has been reduced to include only significant risks specific to Touax (and/or its actions) and which are important for making an investment decision. These risks have been submitted to the Audit Committee. In July 2023, the Group's Executive Committee received training in "preventive crisis management" concerning the Group's main risks.

The risks specific to the activity of Touax, on the date on which the universal registration document was filed, are therefore presented in compliance with article 16 of Regulation (EU) 2017/1129 called "Prospectus 3" of 14 June 2017, whose provisions relative to risk factors came into force on 21 July 2019, under 5 principal categories:

1 risks related to the equipment;

1. risks linked to dependence on our partners;
2. risks linked to the geopolitical and international context and world economy;
3. legal and regulatory risks;
4. financial risks;

A risk assessment is carried out according to the following Frequency/Impact matrix:

IMPACT

3 4

High

1 2

Low

Rare Frequent

OCCURRENCE

This assessment, presented in the following table, is by nature subjective and should be read with caution.

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3.1. Risks related to our equipment
3.1.1. Leasing rates are highly dependent on the purchase price of new equipment		4
3.1.2. The margins associated with sales of used equipment can fluctuate		4
3.1.3. We may incur significant expenses for non-leased equipment, including storage costs, making it		4
difficult to make a profit		4
3.1.4. Our fleet is made up of a large quantity of equipment and it is therefore faced with numerous
property risks. The increase in our own-owned fleet has led to an increase in our debt
3.1.5. Failure to properly design, manufacture, repair and maintain our equipment may result in impairment		2
charges and potential litigation		2
3.1.6. We could be held liable for damages caused by the equipment that we lease or sell
	2
3.1.7. Certain liens may arise on our equipment in the ordinary course of our activities
3.2. Risks related to dependence on our partners
3.2.1. We are dependent on the level of demand from our customers to lease or buy our equipment		4
3.2.2. If, due to a misjudgement of demand for our equipment or a cancellation of a customer contract, we		2
are unable to lease or sell new equipment shortly after we purchase it
3.2.3. We face risks related to our management of a substantial portion of our freight railcar and shipping		2
container fleets on behalf of third-party investors
3.3. Risks related to the geopolitical and international context and the global economy
3.3.1. The international nature of the sectors in which we operate exposes us to geopolitical issues and		4
compliance with local laws
3.3.2. Any deceleration or reversal of the European or global economic recovery may have a significant		3
negative impact
3.3.3. We rely on title registries to evidence ownership of our assets. Failure to properly register or the lack		2
of an international registry increases the risk of ownership disputes
3.4. Legal and regulatory risks
3.4.1. We operate in many jurisdictions with highly complex and variable tax regimes, and any changes to tax		2
rules and tax audits could have consequences
3.4.2. Our River Barges division is subject to the Jones Act		2
		2
3.4.3. Litigation to enforce our leases and recover our equipment has inherent uncertainties that are
increased by the location of our equipment in jurisdictions that have less developed legal systems
3.4.4. We may be affected by climate change or market or regulatory responses to climate change		2
3.5. Financial risks
3.5.1. Liquidity risk		2
		2
3.5.2. Interest rate and currency exchange risks
3.5.3. The fair market value of our long-term assets may differ from the value of those assets reflected in our		2
financial statements		2
3.5.4. Counterparty risk
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RISKS RELATED TO THE EQUIPMENT

3.1.1. Leasing rates are highly dependent on the purchase price of new equipment

When the purchase price of new equipment varies, customers also expect a variation in leasing prices for older equipment, as well as a variation in selling prices for used equipment. In a context of falling purchase prices for new equipment, the leasing prices or the resale value of used equipment could decrease and would have an impact on our business, income from our operations and our financial position, even if this price reduction also makes it possible to buy new equipment at a lower cost. The logistical disruptions generated by the Covid-19 health crisis created very high inflation in the price of new equipment in 2021 followed by a sharp drop in the prices of certain equipment in 2022 and 2023 which may, as a result, generate pressure on leasing prices. The impact on average leasing rates has not been significant to date.

We have difficulties predicting how these trends will evolve over the medium term.

3.1.2. The margins associated with the sale of used equipment can fluctuate

We sell used containers that we manage or that we buy for the purpose of selling them. The margins associated with sales of used equipment depend on sales volumes, selling prices and the book value of the equipment.

Used containers are sold after their yield prospects, book value, remaining usable lifespan, conditions of repair, the option of leasing or use for other purposes and current local selling price have been evaluated.

Sales volumes may decrease if the supply of used containers is reduced because our customers continue to use this equipment for a longer period of time or because there is a shortage of equipment which does not allow us to buy the stock needed for resale.

The selling price of used containers varies in accordance with factors that are beyond our control such as raw steel prices, applicable maintenance standards, refurbishment needs, comparable new container costs, used container availability, used container demand, inflation rates, market conditions, materials and labour costs and container obsolescence and damages.

Changes in depreciation policies could change our depreciation expenses, as well as the gain or loss achieved upon disposal of equipment.

Sales of used containers and commissions obtained through the sale of containers under management at significantly lower prices or in lesser quantities may thus have a negative impact on our revenues, our operating results and our cash flows.

Since the end of 2022, the number of containers returned by shipping lines has increased following the end of the shortage created by the disruption caused by the global pandemic, with a consequent fall in the purchase prices of new containers and the sale prices of used containers. On the other hand, the sales volumes of used containers, which had reached minimum levels, should increase to return to a more normalised level. New shipping disruptions on the Red Sea may have an impact on container reshipments, but the consequences are unknown.

We cannot predict how these trends will evolve over the medium term.

3.1.3. Significant expenses may be incurred for non-leased equipment, in particular storage costs, making it difficult to generate a return on investment on such equipment

As part of the normal course of business, some of our equipment fleet is unused at one time or another. If we are unable to lease or sell equipment in a timely fashion, the size of our unused fleet may increase, which may generate significant storage and maintenance costs to prepare them for leasing that may not be able to be passed through to our customers through higher rents or sales prices. If such equipment remains unused for an extended period of time, it could fall into disrepair and/or any certificate or authorisation required to operate such equipment could expire or be revoked. The result of either of those events would be the partial loss of such equipment's residual value. If demand picks up for a particular asset class and we are unable to mobilise the equipment we have in stock in a timely fashion or if we are forced to write off all or a part of our inventory, we may lose market share to our competitors who are able to meet customers' needs more rapidly. The occurrence of any of these events could adversely affect our business, financial position, operating results and cash flows.

The use of equipment depends on macro and microeconomic factors that we cannot predict.

3.1.4. Our fleet is comprised of a large quantity of equipment and it therefore faces numerous ownership risks. The expansion of our internally-owned fleet has led to an increase in own debt

Ownership of equipment entails greater risk than management of equipment for third-party investors. The amount of equipment in our owned fleet fluctuates over time as we purchase new equipment, sell used equipment into the secondary resale market, and acquire other fleets. In terms of gross book value, as at 31 December 2023, we owned 70% of our freight railcar fleet, 97% of our river barge fleet and 25% of our shipping container fleet. In general, any increase in the amount of owned equipment proportionately increases our ownership risk, which may result in increased exposure to financing costs and risks, re-leasing risks, changes in utilisation rates, non-payment by lessees, risk of litigation with lessees, repositioning costs, depreciation charges, risks associated with interest rate changes and variations in resale prices during the disposal, particularly for containers. Furthermore, the various additional costs associated with overcapacity such as the occurrence of additional storage and maintenance costs, as well as

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equipment deterioration and partial or total loss of its residual value, could harm our business, operating results and financial position.

Conversely, when we manage equipment for third-party investors, these risks are assumed by these investors.

As ownership of equipment in our fleet grows, we will likely have more capital at risk and may need to maintain higher debt balances. We are in debt after financing equipment, and we may not be able to access additional loans or refinance our existing debts, as needed, or it could be the case that these actions, where possible, be conducted on more unfavourable commercial terms.We may need to raise additional debt or equity capital in order to fund our business, expand our sales activities or respond to competitive pressures. We may not have access to the capital resources we desire or need to fund our business or may not have access to financing on attractive terms. An inability to acquire additional assets would have an adverse impact on our company, operating results and financial position.

Ownership and financing risk is inherent in our activity as an operational lessor of transport equipment.

3.1.5. Poor design, manufacture, repair and maintenance of our equipment may result in depreciation costs and potential litigation

We do not design, manufacture or repair the Equipment we lease in our Freight Railcars, River Barges and Shipping Container divisions. However, any defects generated by our suppliers in the design, manufacture, repair or maintenance of our equipment and the equipment that we manage for third-party investors expose us to possible litigation and depreciation of value.

We design and manufacture modular buildings in our factory in Morocco. If we do not properly manage the design or manufacture of these modular buildings, we will incur expenses and charges to remedy these failures.

These risks may also have a significant adverse effect on our future business, operating results, financial situation and cash flows.

3.1.6. We could be held liable for damage caused by the equipment that we lease or sell

The nature of our business and our assets potentially exposes us to personal injury and equipment damage claims and litigation. For example, our customers may use our equipment to transport hazardous materials, and an accident involving a shipping container, freight railcar or river barge carrying such materials could lead to legal dispute and subject us to significant liability, particularly where the accident involves significant damage, serious personal injuries or the loss of life. In some countries, for example the United States, shipping container owners may be liable for any environmental damage caused as containers are unloaded. Our failure to maintain our equipment in compliance with governmental and industry regulations could also expose us to personal injury, property damage, and environmental claims. could also expose us to personal injury, property damage, and environmental claims. Moreover, a substantial adverse judgement against us could have a significant effect on our financial position, operating results and cash flow.

We obtain warranties from the manufacturers of our equipment. When defects in equipment occur, we work with the manufacturers to identify and rectify the problem. In the case of derailment, for example, the cause of the derailment is sought and its liability could be assigned to a defect on a railcar. However, there can be no assurance that manufacturers or maintenance workshops are able or willing to honour their warranty obligations. If defects are discovered in equipment that is not covered by manufacturer warranties, we could be required to spend significant sums of money to repair it, the useful lives of the equipment could be shortened and the value of the assets reduced. In addition, if equipment manufacturers do not honour warranties covering these defects, or if the defects occur after the warranty period expires, we could be required to expend significant amounts of money to repair or sell equipment earlier than expected, to rectify equipment or environmental damage caused by our equipment. This could have a significant adverse effect on our operating results and financial position.

These risks depend on the occurrence of events that cannot be predicted.

3.1.7. Certain liens over our equipment may arise during the ordinary course of conducting business

Sometimes, depot operators, repairers and transporters may have a right of retention on our equipment from time to time and have sums due to them from the lessees or sub-lessees of the equipment. These cases are rare but have happened in the past during the bankruptcy of shipowners and in particular in warehouses in China, for small amounts. In the event of non-payment of those charges by the lessees or sub-lessees, we may be delayed in, or entirely barred from, repossessing the equipment, or be required to make payments or incur expenses to discharge liens on our equipment, which could have a significant adverse effect on our activity, financial position, operating results and cash flow.

RISKS LINKED TO DEPENDENCE ON OUR PARTNERS

3.2.1. We are dependent on the level of demand from our customers to lease or buy our equipment

We are reliant on customer demand for the freight railcars, river barges and shipping containers that we lease or sell as well as for the modular buildings that we build and sell. Customer demand for our products and services may change based on many factors, including factors beyond our control, such as the choice of a different mode of transportation, a change in the supply chain, the

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availability of substitute products, a change in the volume of harvest or production, the development or postponement of infrastructure projects or other operational needs.

Cash flow generated from our equipment, which is principally derived from leasing, management fees and income from the sale of our owned equipment, are affected significantly by our ability to collect payments under leases and other usage contracts for the use of our equipment and our ability to replace cash flow that comes from terminating leases by re-leasing or selling equipment on favourable terms. When we purchase newly manufactured equipment, we typically lease it out under long-term leases (typically between three and ten years for freight railcars and river barges and between three and five years for shipping containers), at a lease rate that is correlated to the price paid for the asset. As these assets are not initially leased out for their full economic life, we face risks associated with re-leasing them after their initial long-term lease at a rate that continues to provide a reasonable economic return based on the initial purchase price of the asset. If prevailing asset lease rates decline significantly between the time the equipment is initially leased out and when its initial long-term lease expires, or if overall demand for this equipment declines, we may be unable to derive the expected return on our investment in our equipment through the re-leasing of equipment when the initial long-term lease on such equipment expires.

Other general factors affecting demand for equipment (including the utilisation rates), include the following:

• available supply and prices of new and used equipment;
• economic conditions and competitive pressures in our customers' industries;
• shifting trends and patterns of cargo traffic;
• the availability and terms of equipment financing;
• fluctuations in interest rates and foreign currency values;
• overcapacity or undercapacity of transport equipment manufacturers;
• the lead times required to purchase of materials, which may vary significantly and affect our ability to meet customer demand;
• the amount of equipment purchased by our competitors and lessees for their own equipment;
• equipment fleet overcapacity or under-capacity;
• the choice of a shipping company or logistics company to reposition its unused containers or railcars in higher-demand locations in lieu of leasing containers or railcars to meet this demand;
• consolidation or decrease in the number of equipment lessees in the shipping container, freight railcar and river barge industry;and
• natural disasters or health crises that are severe enough to affect local and global economies.

In our Freight Railcar, River Barges and Shipping Container divisions, where we derive the majority of our business from equipment leasing, our business model can be affected by a customer's decision to simply buy equipment rather than to lease it. A customer's decision to lease or buy equipment can be affected by a variety of factors, such as tax and accounting considerations, prevailing interest rates and the customer's capital expenditure and other financial or operational flexibility. We believe that there is a trend towards increased leasing in both the shipping and rail freight transport industries, but we cannot guarantee that this trend will continue. A decrease in the marginal cost of shipping containers or freight railcars, which could be caused by oversupply by manufacturers or a drop in the price of steel, which is the primary raw material used in container and railcar construction, would make it less costly for companies to own such equipment outright and may encourage them to select ownership over leasing. Furthermore, consolidation of our customers in these divisions could create economies of scale and efficiency increases which would make it more attractive for them to buy equipment or to vertically integrate and manufacture equipment themselves.

All of these factors are inherently unpredictable and beyond our control. These factors vary over time, often quickly and unpredictably, and any change in one or more of these factors may have a significant adverse effect on our business, financial position, operating results and cash flow.

3.2.2. In the case of misjudgement concerning demand for our equipment or the cancellation of a customer contract, we are unable to lease or sell new equipment shortly after we purchase it

We purchase new equipment in the ordinary course of our negotiating activities. In addition, we purchase new equipment so that our fleet meets customer demands.

Because of the dynamics of the shipping container industry and the relatively short lead time with which customers expect to be able to take delivery of a container once they have signed a sales agreement, we seek to have a supply of new containers available for immediate requests. We follow the prices of containers in order to buy new ones opportunely, when their prices are low and regularly buy containers to average the purchase prices. The price of containers depends largely on the price of steel, which is the major component used in their manufacture. The price at which we lease our containers is strongly correlated with the price at which we have purchased the containers, in order to optimise the return on our investment. The lead time between the moment we place our purchase order for new equipment with a manufacturer and when we receive such equipment depends on numerous factors beyond our control. If, in the meantime, prices fall further and customers manage to get containers at a lower price, we may not be able to sell the containers we reserved for future demand at a price that would allow us to obtain the expected return. Such a decline in new container prices, or our inability to sell our reserved containers could harm our company, operating results and financial position.

In relation to our leasing activity, we do not generally purchase new equipment for use in our Freight Railcar, River Barge and Shipping Container divisions unless we have signed a lease agreement with a customer. It is common practice to apply a longer period between the signing of a lease agreement and the delivery of the equipment when it is new. Despite this sourcing policy, we are nevertheless still at risk of having excess new inventory if a customer rescinds its agreement after we have made an irrevocable order for the new equipment or have taken delivery of such equipment. Furthermore, if market practices change and our customers demand

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significantly shorter lead times for the procurement of new equipment, we may have to change our sourcing policy and invest in new equipment without having corresponding leases signed in anticipation of such an investment. A discrepancy between our equipment supply and demand could cause an increase in our non-leased inventory and harm our business, operating results and financial position.

3.2.3. We face risks related to the management of a substantial portion of our freight railcar and shipping container fleets on behalf of third-party investors

We manage a significant portion of freight railcars and shipping containers on behalf of third parties. On 31 December 2023, 51% of our fleet of freight railcars and shipping containers under management (in terms of gross book value) were owned by third-party investors for whom we provided asset management services. We primarily seek out third-party investors to share the risks and rewards of equipment ownership, thus reducing our reliance on capital expenditure in order to grow our business. Asset management is a key part of our financing and business strategy going forward, and an inability to attract further investors could significantly and adversely affect our business. Management contracts govern the relationship between each of our investors and our Group. Although we do not guarantee any minimum returns on an investor's investment, an investor may terminate a management contract in specific circumstances, such as our significant non-fulfilment of our contractual obligations, our bankruptcy or winding up, our failure to pay revenues that we have collected and that are owing to the investors or a change in our majority shareholder. Our management contracts do not represent joint ventures, we do not lease equipment from investors and we do not act as partners with investors, we provide a management service remunerated by management fees that can disappear if investors terminate their contract.

RISKS LINKED TO THE GEOPOLITICAL, INTERNATIONAL AND GLOBAL CONTEXT

Touax is not directly exposed to the current Russian-Ukrainian conflict, having no subsidiaries, clients or leased transport assets in Ukraine or Russia. Indirectly, it is possible that the conflict creates inflation, a decline in European economic growth, logistical disruptions, a shortage of equipment, spare parts and raw materials in certain industrial sectors (including the railway sector) or other more significant events without currently knowing the consequences.

3.3.1. The international nature of the sectors in which we operate exposes us to geopolitical issues and challenges concerning compliance with local laws

For the financial year ended 31 December 2023, 99% of our revenue was generated outside of France through transactions in numerous countries and across five continents.Our presence in many countries and our day-to-day international operations mean we bear the risks associated with these, and that weigh heavily on our operations abroad and our international strategy.

For instance, we are subject to constantly changing and complex laws and regulations which govern, among other things, employment, health and safety, financial reporting standards, corporate governance, tax, trade regulations, export controls, and competitive practices in each jurisdiction where we conduct our activity. We are also required to obtain permits and other authorisations or licences from governmental authorities for some of our operations and must protect our intellectual property worldwide. Furthermore, we need to comply with various local standards and practices of different regulatory, tax, judicial and administrative bodies, specific to each jurisdiction in which we operate.

There are multiple risks associated with the global nature of our activity, including political and economic instability, geopolitical regional conflicts, terrorist attacks, threats and acts of war, political unrest, civil disturbances, corruption, epidemics and pandemics, as well as other economic or political uncertainties which could interrupt and negatively affect our business operations. Depending upon the severity, scope, and duration of these conditions or events, our financial position, operating results, and cash flows could be adversely affected. Any of these events may affect our employees, reputation, activity or financial results as well as our ability to meet our objectives.

These include the following business risks:

• negative economic developments in economies around the world;
• sudden changes in foreign currency exchange controls;
• discriminatory or conflicting tax policies;
• epidemics and pandemics, which may adversely affect our workforce and suppliers, and affect international transportation;
• • adverse changes in governmental policies, especially those affecting trade and investment;
• legislation or regulatory measures to enhance the safety of shipping containers, freight railcars and river barges against acts of terrorism that would affect the construction or operation of our assets; and debts or losses caused by acts of terrorism to our assets;
• inflation, recession, fluctuations in foreign currency exchange and interest rates, restrictive fiscal policies and transfer restrictions;
• threats that our operations or property could be subject to nationalisation and expropriation;
• difficulties enforcing contractual rights or foreclosing to obtain the return of our assets in certain jurisdictions;
• bad debts and longer collection cycles in some foreign countries;
• ineffective or delayed implementation of appropriate controls, policies, and processes across our diverse operations and for our employees; and
• nationalisation of properties by foreign governments, and imposition of additional or new tariffs, quotas, trade barriers, and similar restrictions on our international operations.

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