--- ticker: AIZ company: AIZ filing_type: 10-K year_current: 2026 year_prior: 2025 risks_added: 0 risks_removed: 0 risks_modified: 7 risks_unchanged: 40 source: SEC EDGAR url: https://riskdiff.com/aiz/2026-vs-2025/ markdown_url: https://riskdiff.com/aiz/2026-vs-2025/index.md generated: 2026-06-01 --- # AIZ: 10-K Risk Factor Changes 2026 vs 2025 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-06-01 > All data extracted directly from official filings. No hallucinated content. ## Summary | Status | Count | |--------|-------| | New risks added | 0 | | Risks removed | 0 | | Risks modified | 7 | | Unchanged | 40 | --- ## Modified: Failure to successfully manage vendors and other third parties could adversely affect our business. **Key changes:** - Reworded sentence: "We rely on vendors and other third parties, including independent contractors, to conduct business and provide services to our clients." - Added sentence: "For example, our ability to continue to develop, use and efficiently deploy AI technologies depends on access to specific third-party equipment and services." - Reworded sentence: "Since we do not fully control the actions of vendors and other third parties, we are subject to the risk that their decisions or operations adversely impact us, and replacing them could create significant delay and expense." **Prior (2025):** As we continue to improve operating efficiencies, we rely on vendors and other third parties, including independent contractors, to conduct business and provide services to our clients. We use vendors and other third parties for business, investment management, technology, operations, facilities management and other services. We take steps to monitor and regulate the performance of vendors and other third parties, including in our agreements with such parties, but our oversight controls could prove inadequate. Since we do not fully control the actions of vendors and other third parties, we are subject to the risk that their decisions or operations adversely impact us and replacing them could create significant delay and expense. If these vendors or other third parties fail to satisfy their obligations to us or if they fail to comply with legal or regulatory requirements in a high-quality and timely manner, our operations and reputation could be compromised, we may not realize the anticipated economic and other benefits from these arrangements, and we could suffer adverse legal, regulatory and financial consequences. In addition, these third parties face their own technology, operating, business and economic risks, and any significant failures by them, including the improper use or disclosure of our confidential client, employee or Company information or failure to comply with applicable law, could cause harm to our reputation or otherwise expose us to liability. An interruption in or the cessation of service by any service provider as a result of systems failures, capacity constraints, financial difficulties or for any other reason has occurred from time to time and could materially disrupt our operations, impact our ability to offer certain products and services and result in contractual or regulatory penalties, liability claims from clients or employees, damage to our reputation and harm to our business. If we are unable to attract and retain relationships with qualified vendors, independent contractors and other third-party service providers, or if changes in law or judicial decisions require independent contractors to be classified as employees, our business could be significantly adversely affected. To the extent we engage international vendors or third parties to provide services or carry out business functions, we are exposed to the risks that accompany operations in a foreign jurisdiction, including international economic and political conditions, foreign laws and regulations, fluctuations in currency values and increased risk of data breaches. For more information on the risks associated with the use of international vendors and third parties, see " - We face risks associated with our international operations." **Current (2026):** We rely on vendors and other third parties, including independent contractors, to conduct business and provide services to our clients. We use vendors and other third parties for business, investment management, technology, operations, facilities management and other services. For example, our ability to continue to develop, use and efficiently deploy AI technologies depends on access to specific third-party equipment and services. We take steps to monitor and regulate the performance of vendors and other third parties, including in our agreements with such parties, but our oversight controls could prove inadequate. Since we do not fully control the actions of vendors and other third parties, we are subject to the risk that their decisions or operations adversely impact us, and replacing them could create significant delay and expense. If these vendors or other third parties fail to satisfy their obligations to us or if they fail to comply with legal or regulatory requirements in a high-quality and timely manner, which has occurred from time to time, our operations or reputation could be compromised, and we could face legal, regulatory and financial consequences. In addition, these third parties face their own technology, operating, business and economic risks, and any significant failures by them, including the improper use or disclosure of our confidential client, employee or Company information, could expose us to liability. An interruption in or the cessation of service by any service provider as a result of systems failures, capacity constraints, financial difficulties or for any other reason has occurred from time to time and could materially disrupt our operations, limit our ability to offer certain products and services, or result in contractual or regulatory penalties, liability claims, damage to our reputation and harm to our business. If we are unable to attract and retain qualified vendors, independent contractors and other third-party service providers, or if changes in law or judicial decisions require independent contractors to be classified as employees, our business could be significantly adversely affected. Our engagements with international vendors or third parties expose us to risks that accompany operations in a foreign jurisdiction, including international economic and political conditions, foreign laws and regulations, fluctuations in currency values and heightened data security risks. For more information on the risks associated with the use of international vendors and third parties, see " - We face risks associated with our international operations." --- ## Modified: Negative publicity relating to our business, industry or clients may have a material adverse effect on our financial results. **Key changes:** - Reworded sentence: "Negative publicity may result from judicial inquiries, unfavorable outcomes in lawsuits, social media, regulatory or governmental actions, including with respect to our products or services and industry commercial practices." **Prior (2025):** We communicate with and distribute our products and services ultimately to individual customers. From time to time, regulators, consumer advocacy groups, the media and individual customers may focus their attention on our products and services, or on the broader industries in which we operate, which may subject us to negative publicity. We may be negatively affected if another company in one of our industries or in a related industry, or if one of our clients, engages in practices that subject our industry or businesses to negative publicity. Negative publicity may result from judicial inquiries, unfavorable outcomes in lawsuits, social media, regulatory or governmental actions with respect to our products or services and industry commercial practices. For example, regulators may submit queries to assess practices in the insurance sector that potentially disadvantage people of color or historically underrepresented groups in certain insurance lines of business, or whether customers have received fair value from our products and services. In addition, there is increased stakeholder and regulatory focus on sustainability matters, including workforce inclusion and efforts related to climate. A failure or perceived failure in our achievement of various sustainability initiatives and goals we announce from time to time, or an actual or perceived increase in related risks as a result of our or our industry's business activities, may subject us to negative publicity. As stakeholder perceptions of sustainability continue to evolve, we may also face negative publicity based on certain "anti-ESG" sentiment. Negative publicity may cause increased regulation and legislative scrutiny of industry practices as well as increased litigation or enforcement action by civil and criminal authorities. Additionally, negative publicity may increase our costs of doing business and adversely affect our profitability by impeding our ability to market our products and services, constraining our ability to price our products appropriately for the risks we are assuming, requiring us to change the products and services we offer or increasing the regulatory burdens under which we operate. **Current (2026):** We communicate with and distribute our products and services ultimately to individual customers. From time to time, regulators, consumer advocacy groups, the media and individual customers may focus their attention on our products and services, or on the broader industries in which we operate, which may subject us to negative publicity. We may be negatively affected if another company in one of our industries or in a related industry, or if one of our clients, engages in practices that subject our industry or businesses to negative publicity. Negative publicity may result from judicial inquiries, unfavorable outcomes in lawsuits, social media, regulatory or governmental actions, including with respect to our products or services and industry commercial practices. For example, regulators may submit queries to assess and ensure fair practices and fair value from our products and services. In addition, there is stakeholder and regulatory focus on sustainability matters, including workforce inclusion, which has recently been subject to significant change and varies among jurisdictions, and could subject us to negative publicity. An actual or perceived increase in related risks as a result of our or our industries' business activities, may subject us to negative publicity. Negative publicity may cause increased regulation and legislative scrutiny of industry practices as well as increased litigation or enforcement action by civil and criminal authorities. Additionally, negative publicity may increase our costs of doing business and adversely affect our profitability by impeding our ability to market our products and services, constraining our ability to price our products appropriately for the risks we are assuming, requiring us to change the products and services we offer or increasing the regulatory burdens under which we operate. --- ## Modified: Significant competitive pressures, changes in customer preferences and disruption could adversely affect our results of operations. **Key changes:** - Reworded sentence: "Some of our competitors may: offer a broader array of products and services than we do or more favorable terms; be better able to tailor those products and services to client and customer needs, including through better technology systems or infrastructure; or have greater diversity of distribution resources, better brand recognition, more competitive pricing, lower costs, greater financial strength or ratings, more resources or higher quality of service." - Removed sentence: "To remain competitive in many of our businesses, we must anticipate and respond effectively to changes in customer preferences, new industry standards, evolving distribution models, disruptive technology developments and alternate business models." - Reworded sentence: "Our competitive position may be impacted if we are unable to develop, use or integrate, in an effective, compliant and competitive manner, technology such as AI and machine learning, or if our competitors collect and use data that we do not have the ability to access or use." - Reworded sentence: "To maintain a competitive position, we must continue to invest in new technologies, including AI, and new ways to deliver our products and services." **Prior (2025):** We compete for business, clients, customers, agents and other distribution relationships with many insurance companies, warranty and protection companies, financial services companies, mobile device repair and logistics companies, technology and software companies and specialized competitors that focus on one market, product or service. Some of our competitors may offer a broader array of products and services than we do or be better able to tailor those products and services to customer needs, including through better technology systems or infrastructure, or may have greater diversity of distribution resources, better brand recognition, more competitive pricing, lower costs, greater financial strength, more resources or higher ratings. There is a risk that clients or customers may be able to obtain more favorable terms and offerings from competitors, vendors or other third parties, including pricing and technology. Additionally, customers may turn to our competitors as a result of our or our client's failure, or perceived failure, to deliver on customer expectations, product or service flaws, technology issues, gaps in operational support or other issues affecting customer experience. As a result, competition may adversely affect the persistency of our policies, our ability to sell products and provide services, maintain client relationships (including significant clients), and our revenues and results of operations, which has occurred from time to time. To remain competitive in many of our businesses, we must anticipate and respond effectively to changes in customer preferences, new industry standards, evolving distribution models, disruptive technology developments and alternate business models. The evolving nature of consumer needs and preferences and improvements in technology could result in a reduction in consumer demand and in the prices of the products and services we offer. Our competitive position may be impacted if we are unable to deploy, in an effective, compliant and competitive manner, technology such as artificial intelligence and machine learning, or if our competitors collect and use data that we do not have the ability to access or use. In addition, across many of our businesses, we must respond to the threat of disruption by traditional players, such as insurers, as well as from new entrants, such as "Insurtech" start-up companies and others. These players are focused on using technology and innovation to simplify and improve the customer experience, increase efficiencies, alter business models and effect other potentially disruptive changes in the markets in which we operate. To maintain a competitive position, we must continue to invest in new technologies and new ways to deliver our products and services. If we do not anticipate and respond effectively to changes in customer preferences, new industry standards, evolving distribution models, disruptive technology developments and alternative business models, our business and results of operations could be adversely impacted. **Current (2026):** We compete for business, clients, customers, agents and other distribution relationships with many insurance companies, warranty and protection companies, financial services companies, mobile device repair and logistics companies, technology and software companies and specialized competitors that focus on one market, product or service. Some of our competitors may: offer a broader array of products and services than we do or more favorable terms; be better able to tailor those products and services to client and customer needs, including through better technology systems or infrastructure; or have greater diversity of distribution resources, better brand recognition, more competitive pricing, lower costs, greater financial strength or ratings, more resources or higher quality of service. Additionally, customers may turn to our competitors because of our or our client's failure, or perceived failure, to deliver on customer expectations, product or service flaws, technology issues, gaps in operational support or other issues affecting customer experience. As a result, competition may adversely affect the persistency of our policies, our ability to sell products and provide services, maintain client relationships (including significant clients), and our revenues and results of operations, which has occurred from time to time. The evolving nature of consumer needs and preferences and improvements in technology could result in a reduction in consumer demand and in the prices of the products and services we offer. Our competitive position may be impacted if we are unable to develop, use or integrate, in an effective, compliant and competitive manner, technology such as AI and machine learning, or if our competitors collect and use data that we do not have the ability to access or use. AI technologies may fail, underperform expectations or disrupt business operations, and there can be no assurance that our use of AI will enhance our products or services, or be beneficial to our business. In addition, across many of our businesses, we must respond to the threat of disruption by traditional players, such as insurers, from new entrants, such as "Insurtech" companies, and from their use of technologies such as AI. These players are focused on using technology and innovation to simplify and improve the customer experience, increase efficiencies, alter business models and effect other potentially disruptive changes in the markets in which we operate. To maintain a competitive position, we must continue to invest in new technologies, including AI, and new ways to deliver our products and services. If we do not anticipate and respond effectively to changes in customer preferences, new industry standards, evolving distribution models, disruptive technology developments, including AI, and alternative business models, our business and results of operations could be adversely impacted. --- ## Modified: Our ability to declare and pay dividends on our capital stock may be limited. **Key changes:** - Reworded sentence: "Any determination to declare and pay dividends is at the sole discretion of the Board and depends on various factors, including: our subsidiaries' payment of dividends and other statutorily permissible payments to us; our results of operations and cash flows; our financial condition and capital requirements; general business conditions and growth prospects; any legal, tax, regulatory and contractual restrictions on the payment of dividends; and any other factor the Board deems relevant." **Prior (2025):** Our declaration and payment of dividends on our common stock in the future will be determined by the Board in its sole discretion and will depend on various factors, including: our subsidiaries' payment of dividends and other statutorily permissible payments to us; our results of operations and cash flows; our financial condition and capital requirements; general business conditions and growth prospects; any legal, tax, regulatory and contractual restrictions on the payment of dividends; and any other factor the Board deems relevant. The payment of dividends on our common stock may be subject to the preferential rights of any preferred stock that the Board may create from time to time. The Credit Facility contains limitations on our ability to pay dividends to our stockholders if we are in default, or such dividend payments would cause us to be in default, of our obligations thereunder. In addition, if we defer the payment of interest on our Subordinated Notes (as defined hereafter), we generally may not make payments on our capital stock. Furthermore, the agreements governing any of our or our subsidiaries' future indebtedness may limit our ability to declare and pay dividends on our common stock. In the event that any agreements governing any such indebtedness restrict our ability to declare and pay dividends in cash on our common stock, we may be unable to declare and pay dividends in cash on our common stock unless we can repay or refinance the amounts outstanding under such agreements. 33 33 33 **Current (2026):** Any determination to declare and pay dividends is at the sole discretion of the Board and depends on various factors, including: our subsidiaries' payment of dividends and other statutorily permissible payments to us; our results of operations and cash flows; our financial condition and capital requirements; general business conditions and growth prospects; any legal, tax, regulatory and contractual restrictions on the payment of dividends; and any other factor the Board deems relevant. Payments of dividends on shares of common stock will be restricted if an event of default has occurred or if the proposed common stock dividend payment would cause an event of default under the Credit Facility; or if we defer the payment of interest on our Subordinated Notes. Furthermore, the agreements governing any of our or our subsidiaries' future indebtedness may limit our ability to declare and pay dividends on our common stock. In the event that any agreements governing any such indebtedness restrict our ability to declare and pay dividends in cash on our common stock, we may be unable to declare and pay dividends in cash on our common stock unless we can repay or refinance the amounts outstanding under such agreements. --- ## Modified: We may be unable to find suitable acquisition candidates at attractive prices, integrate acquired businesses or divest of non-strategic businesses effectively, which could have a material adverse effect on our business, financial condition and results of operations. **Key changes:** - Reworded sentence: "These include, among others, diversion of management's attention and resources to the integration of operations and infrastructure, which could otherwise have been devoted to other strategic opportunities; inaccurate assessment of risks and liabilities; difficulties in realizing projected revenues, earnings, cash flows, business opportunities, growth prospects, efficiencies, synergies and cost savings, including the incurrence of unexpected integration, compliance or divestiture costs; reputational risks; difficulties in keeping existing customers and obtaining new customers; exposure to jurisdictions or businesses with heightened legal and regulatory risks, including corruption, which may increase compliance costs; difficulties in integrating operations and systems, including cybersecurity and other technology systems, and internal control over financial reporting; difficulties in assimilating employees and corporate cultures; an increase in our indebtedness or future borrowing costs; and limitations on our ability to access additional capital when needed." - Removed sentence: "Our ability to effectively identify and capitalize on opportunities for organic growth depends on, among other things, our ability to: deliver on customer expectations and provide a positive customer experience; successfully execute large-scale, critical programs and projects in a timely and cost-effective manner; identify and successfully enter and market our services in new geographic markets and market segments; recruit and retain qualified personnel; coordinate our efforts across various geographic markets and market segments; maintain and grow relationships with our existing customers and expand our customer base; offer new products and services; form strategic alliances and partnerships; secure key vendor and distributor relationships; and access sufficient capital." - Removed sentence: "There can be no assurance that we will be successful in executing on our organic growth initiatives or that those initiatives will provide us with the expected benefits." - Removed sentence: "Our failure to effectively identify and capitalize on opportunities for organic growth could have a material adverse effect on our results of operations and financial condition." - Removed sentence: "See " - The success of our business depends on the execution of our strategy, including through the continuing service of key executives, senior leaders, highly-skilled personnel and a high-performing workforce."" **Prior (2025):** There can be no assurance that we will continue to be able to identify suitable acquisition candidates or new venture opportunities, or to finance or complete transactions on acceptable terms or in a timely manner. Additionally, the integration of acquired businesses and divestiture of non-strategic businesses or assets may result in significant challenges and additional costs, and we may be unable to accomplish such transactions efficiently or effectively. Acquisitions of businesses and divestitures of non-strategic businesses may not provide us with the benefits that we anticipate, may require significant effort and expenditures, and may entail numerous risks, difficulties and uncertainties. These include, among others, diversion of management's attention and resources to the integration of operations and infrastructure, which could otherwise have been devoted to other strategic opportunities; inaccurate assessment of risks and liabilities; difficulties in realizing projected revenues, earnings, cash flows, business opportunities, growth prospects, efficiencies, synergies and cost savings, including the incurrence of unexpected integration, compliance or divestiture costs; difficulties in keeping existing customers and obtaining new customers; exposure to jurisdictions or businesses with heightened legal and regulatory risks, including corruption, which may increase compliance costs; difficulties in integrating operations and systems, including cybersecurity and other technology systems, and internal control over financial reporting; difficulties in assimilating employees and corporate cultures; an increase in our indebtedness or future borrowing costs; and limitations on our ability to access additional capital when needed. Our failure to adequately address these and other transaction risks, difficulties and uncertainties could materially adversely affect our results of operations and financial condition. The market price of our stock may decline if we are unable to integrate acquired businesses or divest of non-strategic businesses successfully, if the integration or divestiture takes longer than expected or fails to achieve financial benefits to the extent anticipated by financial analysts or investors, or if the effect of the business combination on the financial results of the combined company or the divestiture on the financial results of the standalone company is otherwise not consistent with the expectations of financial analysts or investors. Our ability to effectively identify and capitalize on opportunities for organic growth depends on, among other things, our ability to: deliver on customer expectations and provide a positive customer experience; successfully execute large-scale, critical programs and projects in a timely and cost-effective manner; identify and successfully enter and market our services in new geographic markets and market segments; recruit and retain qualified personnel; coordinate our efforts across various geographic markets and market segments; maintain and grow relationships with our existing customers and expand our customer base; offer new products and services; form strategic alliances and partnerships; secure key vendor and distributor relationships; and access sufficient capital. There can be no assurance that we will be successful in executing on our organic growth initiatives or that those initiatives will provide us with the expected benefits. Our failure to effectively identify and capitalize on opportunities for organic growth could have a material adverse effect on our results of operations and financial condition. See " - The success of our business depends on the execution of our strategy, including through the continuing service of key executives, senior leaders, highly-skilled personnel and a high-performing workforce." **Current (2026):** There can be no assurance that we will continue to be able to identify suitable acquisition candidates or new venture opportunities, or to finance or complete transactions on acceptable terms or in a timely manner. Additionally, the integration of acquired businesses and divestiture of non-strategic businesses or assets may result in significant challenges and additional costs, and we may be unable to accomplish such transactions efficiently or effectively. Acquisitions of businesses and divestitures of non-strategic businesses may not provide us with the benefits that we anticipate, may require significant effort and expenditures, and may entail numerous risks, difficulties and uncertainties. These include, among others, diversion of management's attention and resources to the integration of operations and infrastructure, which could otherwise have been devoted to other strategic opportunities; inaccurate assessment of risks and liabilities; difficulties in realizing projected revenues, earnings, cash flows, business opportunities, growth prospects, efficiencies, synergies and cost savings, including the incurrence of unexpected integration, compliance or divestiture costs; reputational risks; difficulties in keeping existing customers and obtaining new customers; exposure to jurisdictions or businesses with heightened legal and regulatory risks, including corruption, which may increase compliance costs; difficulties in integrating operations and systems, including cybersecurity and other technology systems, and internal control over financial reporting; difficulties in assimilating employees and corporate cultures; an increase in our indebtedness or future borrowing costs; and limitations on our ability to access additional capital when needed. Our failure to adequately address these and other transaction risks, difficulties and uncertainties could materially adversely affect our results of operations and financial condition. The market price of our stock may decline if we are unable to integrate acquired businesses or divest of non-strategic businesses successfully, if the integration or divestiture takes longer than expected or fails to achieve financial benefits to the extent anticipated by financial analysts or investors, or if the effect of the business combination on the financial results of the combined company or the divestiture on the financial results of the standalone company is otherwise not consistent with the expectations of financial analysts or investors. --- ## Modified: The success of our business depends on the execution of our strategy, including through organic growth and the continuing service of key executives, senior leaders, highly-skilled personnel and a high-performing workforce. **Key changes:** - Reworded sentence: "We are investing in technology and digital capabilities, including AI and our Innovation and Device Care Center, and in our home warranty business." **Prior (2025):** Our strategy is focused on delivering long-term profitable growth. As part of our strategy, we are developing new and innovative products and services and enhancing existing offerings. We are investing in technology, including artificial intelligence, and other capabilities (such as our new Innovation and Device Care Center) to continuously improve the customer and employee experience, while seeking to increase efficiency. We will continue to incur expenses related to, among other things: investments in digital capabilities and large-scale, critical programs, such as technology systems and infrastructure; research and development of new products and capabilities; scaling our global operations, including accessing the global talent hubs such as through our Global Capability Centers; costs associated with the implementation of new contracts and businesses in runoff or which we have exited or which we expect to fully exit, including sharing economy; and improvements in operational efficiency. In recent years, we announced restructuring initiatives that include realigning our organizational structure and talent to support our business strategy, and accelerating ongoing real estate consolidation efforts to support work-from-home arrangements. Actual costs to implement these initiatives may exceed our estimates and we may not be able to fully realize our expected run rate savings and operational efficiency improvements. Our long-term strategy depends on successful operational execution and our ability to execute on our growth initiatives, including acquisitions and investments in organic growth, combined with our ability to innovate and develop new products, achieve operating efficiencies, and attract and retain a global workforce. See " - We may be unable to find suitable acquisition candidates at attractive prices, integrate acquired businesses or divest of non-strategic businesses effectively or achieve organic growth, which could have a material adverse effect on our business, financial condition and results of operations." We rely on the continued service of key executives, senior leaders, highly-skilled personnel and a high-performing workforce to achieve our long-term strategy. We believe that our future success depends in substantial part on our ability to attract, recruit, motivate, develop and retain a high-performing workforce, particularly those with specialized industry knowledge or within critical or in-demand areas such as sales, digital, customer experience, data and analytics, AI and supply chain, across our lines of businesses. Doing so may be difficult due to many factors, including fluctuations in economic and industry conditions; employee expectations; the effectiveness of our talent strategies and total rewards and wellbeing programs; 22 22 22 and fluctuations in the labor market, including rising wages and competition for talent, which has generally increased due to labor shortages and wage inflation. In addition, the global talent market and shift to remote or hybrid work arrangements at many companies, including ours, have significantly increased competition for highly-skilled personnel, who are no longer limited to opportunities within a particular geographic area, and may decrease employee engagement. We rely on attracting, retaining and developing talent, including at the executive level, with diverse backgrounds and experiences to effectively manage our businesses and drive our long-term strategy. If we do not succeed in attracting, retaining and developing key talent, our revenue growth and profitability may be materially adversely affected. Furthermore, our business and results of operations could be adversely affected if we fail to adequately plan for and successfully carry out the succession of our key executives and senior leaders. **Current (2026):** Our strategy is focused on delivering long-term profitable growth. As part of our strategy, we are developing new and innovative products and services and enhancing existing offerings. We are investing in technology and digital capabilities, including AI and our Innovation and Device Care Center, and in our home warranty business. We are also enhancing operational efficiency and accessing global talent hubs, including through our Global Capability Centers. In recent years, we realigned our organizational structure and talent to support our business strategy, and accelerated ongoing real estate consolidation efforts. We may not be able to realize our expected growth objectives and operational efficiency improvements from these and future initiatives. 21 21 21 Our ability to effectively identify and capitalize on opportunities for growth, including within home warranty, depends on, among other things, our ability to: deliver on customer expectations and provide a positive customer experience; successfully execute large-scale, critical programs and projects in a timely and cost-effective manner; identify and successfully enter and scale our services in new geographic markets and market segments; recruit and retain qualified personnel; coordinate our efforts across various geographic markets and market segments; maintain and grow relationships with our existing customers and expand our customer base; offer new products and services; form strategic alliances and partnerships; secure key vendor and distributor relationships; and access sufficient capital. Our failure to effectively execute our long-term strategy, including achieving growth, innovation and efficiency, could have a material adverse effect on our business, results of operations and financial condition. We rely on the continued service of key executives, senior leaders, highly-skilled personnel and a high-performing workforce to achieve our long-term strategy. We believe that our future success depends in substantial part on our ability to attract, recruit, motivate, develop and retain a high-performing workforce, including those with specialized industry knowledge or within critical or in-demand areas. Doing so may be difficult due to many factors, including fluctuations in economic and industry conditions; employee expectations; the effectiveness of our talent strategies and total rewards and wellbeing programs; and fluctuations in the labor market, including rising wages and competition for talent. We rely on attracting, retaining, developing and motivating talent, including at the executive level, to effectively manage our businesses and drive our long-term strategy. If we do not succeed in attracting, retaining and developing key talent, our revenue growth and profitability may be materially adversely affected. Furthermore, our business and results of operations could be adversely affected if we fail to adequately plan for and successfully carry out the succession of our key executives and senior leaders. --- ## Modified: Changes in tax laws and regulations could have a material adverse impact on our results of operations and financial condition. **Key changes:** - Reworded sentence: "The OECD has issued Pillar Two Model Rules that include a 15% global minimum tax on the income of certain corporations, and recently issued administrative guidance and safe harbor rules around the implementation of Pillar Two." **Prior (2025):** Federal, state and foreign tax laws and regulations, or their interpretation and application, are subject to significant changes that may have a material adverse impact on our results of operations and financial condition. For example, the Corporate Alternative Minimum Tax ("CAMT"), part of the Inflation Reduction Act of 2022, imposes a 15% minimum tax on corporations with annual adjusted financial income exceeding $1 billion and an excise tax of 1% on stock repurchases of publicly traded U.S. corporations ("Applicable Corporation"). Although we are not currently an Applicable Corporation, we are monitoring CAMT for future applicability. In addition, the Organization for Economic Co-operation and Development's Pillars Two Model Rules which include new digital taxes and a 15% global minimum tax on income, could increase our tax burden. Many jurisdictions where we operate, including Japan, the European Union, and the United Kingdom, have adopted Pillar Two for tax years beginning in 2024. While we do not currently expect a material tax impact in fiscal 2025, we are monitoring developments and evaluating the potential impact of Pillar Two on future years. **Current (2026):** Federal, state and foreign tax laws and regulations, or their interpretation and application, are subject to significant changes that may have a material adverse impact on our results of operations and financial condition. The OECD has issued Pillar Two Model Rules that include a 15% global minimum tax on the income of certain corporations, and recently issued administrative guidance and safe harbor rules around the implementation of Pillar Two. Many jurisdictions where we operate, including Japan and the United Kingdom, have adopted Pillar Two for tax years beginning in 2024. In addition, in July 2025, the One Big Beautiful Bill Act (the "OBBBA") was enacted, introducing a broad range of U.S. tax reform provisions. 35 35 35 Additional regulation and guidance with respect to the implementation of certain OBBBA provisions are expected in 2026. We currently do not expect a material tax impact to our results of operations or financial condition due to these recent developments, and we continue to monitor and evaluate the potential impact of changing tax laws and regulations on future years. --- *Data sourced from SEC EDGAR. Last updated 2026-06-01.*