--- ticker: BAH company: BAH filing_type: 10-K year_current: 2023 year_prior: 2022 risks_added: 1 risks_removed: 0 risks_modified: 12 risks_unchanged: 48 source: SEC EDGAR url: https://riskdiff.com/bah/2023-vs-2022/ markdown_url: https://riskdiff.com/bah/2023-vs-2022/index.md generated: 2026-05-10 --- # BAH: 10-K Risk Factor Changes 2023 vs 2022 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-05-10 > All data extracted directly from official filings. No hallucinated content. > **[AI-Generated Summary]** The paragraph below was produced by a language > model and may contain errors. All other content on this page is deterministically > extracted from the original SEC filing. > BAH's 2023 risk factor disclosures reflect growing economic concerns, with the addition of a new risk around deteriorating economic conditions and weakening credit markets. The majority of risk factor changes were modifications rather than eliminations, with 12 substantively updated risks spanning M&A activities, ESG pressures, debt management, and government spending dynamics. These adjustments suggest BAH is recalibrating its risk narrative to address current macroeconomic headwinds while maintaining focus on long-standing operational and market-dependent risks. --- ## Summary | Status | Count | |--------|-------| | New risks added | 1 | | Risks removed | 0 | | Risks modified | 12 | | Unchanged | 48 | --- ## New in Current Filing: Deterioration of economic conditions or weakening in credit or capital markets may have a material adverse effect on our business, results of operations and financial condition. Volatile, negative, or uncertain economic conditions, an increase in the likelihood of a recession, or concerns about these or other similar risks may negatively impact our clients' ability and willingness to fund their projects. For example, declines in state and local tax revenues as well as other economic declines may result in lower state and local government spending. Our clients reducing, postponing or cancelling spending on projects in respect of which we provide services may reduce demand for our services quickly and with little warning, which could have a material adverse effect on our business, results of operations and financial condition. Moreover, instability in the credit or capital markets in the U.S., including as a result of failures of financial institutions and any related market-wide reduction in liquidity, or concerns or rumors about events of these kinds or similar risks, could affect the availability of credit, making it relatively difficult or expensive to obtain additional capital at competitive rates, on commercially reasonable terms or in sufficient amounts, or at all, thus making it more difficult or expensive for us to access funds or refinance our existing indebtedness, or obtain financing for acquisitions. Such instability could also cause counterparties, including vendors, suppliers and subcontractors, to be unable to perform their obligations, or to breach their obligations, to us under our contracts with them. In addition, instability in the credit or capital markets could negatively impact our clients' ability to fund their project and, therefore, utilize our services, which could have a material adverse effect on our business, results of operations and financial condition. --- ## Modified: We may consummate acquisitions, investments, joint ventures and divestitures, which involve numerous risks and uncertainties. **Key changes:** - Reworded sentence: "government spending and budgetary priorities to align our investments in new capabilities to drive organic growth, and selectively pursue acquisitions, investments, partnerships, and joint ventures that broaden our domain expertise and service offerings, and/or establish relationships with new customers." - Reworded sentence: "In addition, we may be unable to complete strategic divestitures on satisfactory terms and conditions, including non-competition arrangements, within expected time frames or due to a failure of a prospective purchaser to obtain financing or a failure to obtain antitrust or other related regulatory approvals." **Prior (2022):** As part of our operating strategy, we continually monitor U.S. government spending and budgetary priorities to align our investments in new capabilities to drive organic growth, and also selectively pursue acquisitions, investments, partnerships, and joint ventures that broaden our domain expertise and service offerings, and/or establish relationships with new customers. These transactions pose many risks, including: •we may not be able to identify suitable acquisition and investment candidates at prices we consider attractive; •we may not be able to compete successfully for identified acquisition and investment candidates, complete acquisitions and investments on intended terms and timeline (including, without limitation, by failing to obtain required regulatory or other approvals in a timely manner), or accurately estimate the financial effect of acquisitions and investments on our business; •future acquisitions and investments may require us to issue common stock or spend significant cash, resulting in dilution of ownership or additional debt leverage; •we may have difficulty retaining an acquired company's key employees or clients; •we may have difficulty integrating personnel from the acquired company with our people and our core values; •we may have difficulty integrating acquired businesses and investments, resulting in unforeseen difficulties, such as incompatible accounting, information management, or other control systems, and greater expenses than expected; •acquisitions and investments may disrupt our business or distract our management from other responsibilities; •as a result of an acquisition or investment, we may incur additional debt and we may need to record write-downs from future impairments of intangible assets, each of which could reduce our future reported earnings; and •we may not be able to effectively influence the operations of our joint ventures or partnerships, or we may be exposed to certain liabilities if our partners do not fulfill their obligations. In connection with any acquisition or investment that we make, there may be liabilities that we fail to discover or that we inadequately assess, and we may fail to discover any failure of a target company to have fulfilled its contractual obligations to the U.S. government or other clients. Acquired entities and investments may not operate profitably or result in improved operating performance. Additionally, we may not realize anticipated synergies, business growth opportunities, cost savings, and other benefits, which could have a material adverse effect on our business and results of operations. In addition, we may divest businesses, including businesses that are no longer a part of our ongoing strategic plan. These divestitures similarly require significant investment of time and resources, may disrupt our business, distract management from other responsibilities and may result in losses on disposal or continued financial involvement in the divested business, including through indemnification, guarantees or other financial arrangements, which could adversely affect our financial results. In 28 28 28 addition, we may be unable to complete strategic divestitures on satisfactory terms and conditions, including non-competition arrangements, or within expected time frames. **Current (2023):** As part of our operating strategy, we continually monitor U.S. government spending and budgetary priorities to align our investments in new capabilities to drive organic growth, and selectively pursue acquisitions, investments, partnerships, and joint ventures that broaden our domain expertise and service offerings, and/or establish relationships with new customers. These transactions pose many risks, including: •we may not be able to identify suitable acquisition and investment candidates at prices we consider attractive; •as a result of deterioration of economic conditions, acquisition and investment candidates may choose to delay entering into acquisition or investment transactions until overall company valuations recover; •we may not be able to compete successfully for identified acquisition and investment candidates, complete acquisitions and investments on intended terms and timeline (including, without limitation, by failing to obtain required regulatory or other approvals in a timely manner, or required financing on acceptable terms), or accurately estimate the financial effect of acquisitions and investments on our business; 30 30 30 Table of Contents Table of Contents •as a result of increased scrutiny by antitrust authorities, we may announce an acquisition or investment transaction that is challenged by such authorities or is ultimately not completed due to a failure to obtain antitrust or other related regulatory approvals; •future acquisitions and investments may require us to issue common stock or spend significant cash, resulting in dilution of ownership or additional debt leverage; •we may have difficulty retaining an acquired company's key employees or clients; •we may have difficulty integrating personnel from the acquired company with our people and our core values; •we may have difficulty integrating acquired businesses and investments, resulting in diminished strategic value of a potential transaction and unforeseen difficulties, such as incompatible accounting, information management, or other control systems, and greater expenses than expected; •acquisitions and investments may disrupt our business or distract our management from other responsibilities; •as a result of an acquisition or investment, we may incur additional debt and we may need to record write-downs from future impairments of intangible assets, each of which could reduce our future reported earnings; and •we may not be able to effectively influence the operations of our joint ventures or partnerships, or we may be exposed to certain liabilities if our partners do not fulfill their obligations. In connection with any acquisition or investment that we make, there may be liabilities that we fail to discover or that we inadequately assess, and we may fail to discover any failure of a target company to have fulfilled its contractual obligations to the U.S. government or other clients. Acquired entities and investments may not operate profitably or result in improved operating performance. Additionally, we may not realize anticipated synergies, business growth opportunities, cost savings, and other benefits, which could have a material adverse effect on our business and results of operations. In addition, we may divest businesses, including businesses that are no longer a part of our ongoing strategic plan. These divestitures similarly require significant investment of time and resources, may disrupt our business, distract management from other responsibilities and may result in losses on disposal or continued financial involvement in the divested business, including through indemnification, guarantees or other financial arrangements, which could adversely affect our financial results. In addition, we may be unable to complete strategic divestitures on satisfactory terms and conditions, including non-competition arrangements, within expected time frames or due to a failure of a prospective purchaser to obtain financing or a failure to obtain antitrust or other related regulatory approvals. --- ## Modified: Increasing scrutiny and changing expectations from governmental organizations, clients and our employees with respect to our ESG related practices may impose additional costs on us or expose us to new or additional risks. **Key changes:** - Reworded sentence: "There is increased scrutiny from governmental organizations, clients and employees on environmental, social and governance ("ESG") issues such as diversity, equity and inclusion, workplace culture, community investment, environmental management, climate impact and information security." **Prior (2022):** There is increased scrutiny from governmental organizations, clients and employees on environmental, social and governance ("ESG") issues such as diversity, equity and inclusion, workplace culture, community investment, environmental management, climate impact and information security. We have expended and may further expend resources to monitor, report and adopt policies and practices that we believe will improve alignment with our evolving ESG goals, as well as third-party imposed ESG-related standards and expectations. If our ESG practices, including our goals for diversity and inclusion, environmental sustainability and information security, do not meet evolving rules and regulations or investor expectations and standards (or if we are viewed negatively based on positions we do or do not take or work we do or do not perform for certain clients and industries), then our reputation, our ability to attract or retain leading experts, employees and other professionals and our ability to attract new business and clients could be negatively impacted, as could our attractiveness as an investment, service provider or business partner. Similarly, our failure or perceived failure in our efforts to fulfill our current or future ESG-related goals, targets and objectives or to satisfy various reporting standards within the timelines we announce, or at all, could also result in similar negative impacts. Organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters, and unfavorable ratings of our ESG efforts may lead to negative investor sentiment, diversion of investment to other companies and difficulty in hiring skilled employees. In addition, existing or future ESG legislation and regulations applicable to our business and operations, including related to greenhouse gas emissions, climate change, or other matters, by federal state, local, and foreign regulatory bodies and agencies could cause us to incur additional compliance and operational costs or actions if we fail to comply. If our responses to these new or evolving legal and regulatory requirements or other sustainability concerns are unsuccessful or perceived as inadequate, we may also suffer damage to our reputation, which could adversely affect our business. **Current (2023):** There is increased scrutiny from governmental organizations, clients and employees on environmental, social and governance ("ESG") issues such as diversity, equity and inclusion, workplace culture, community investment, environmental management, climate impact and information security. We have expended and may further expend resources to monitor, report on and adopt policies and practices that we believe will improve alignment with our evolving ESG strategy and goals, as well as ESG-related standards and expectations of legal regimes and stakeholders such as clients, investors, stockholders, raters, employees, and business partners. If our ESG practices, including our goals for diversity, equity and inclusion, environmental sustainability and information security, do not meet evolving rules and regulations or stakeholder expectations and standards (or if we are viewed negatively based on positions we do or do not take or work we do or do not perform or cannot publicly disclose for certain clients and industries), then our reputation, our ability to attract or retain leading experts, employees and other professionals and our ability to attract new business and clients could be negatively impacted, as could our attractiveness as an investment, service provider, employer, or business partner. Similarly, our failure or perceived failure in our efforts to execute our ESG strategy and achieve our current or future ESG-related goals, targets and objectives, or to satisfy various reporting standards within the timelines expected by stakeholders, or at all, could also result in similar negative impacts. Organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters, and unfavorable ratings of our ESG efforts may lead to negative investor sentiment, diversion of investment to other companies, and difficulty in hiring skilled employees. In addition, complying or failing to comply with existing or future federal, state, local, and foreign ESG legislation and regulations applicable to our business and operations, including related to greenhouse gas emissions, climate change, or other matters could cause us to incur additional compliance and operational costs or actions and suffer reputational harm, which could adversely affect our business. 38 38 38 Table of Contents Table of Contents --- ## Modified: Risks Related to Our Indebtedness **Key changes:** - Reworded sentence: "•the impact of our substantial indebtedness and our ability to service and refinance such indebtedness; and •the restrictions and limitations in the agreements and instruments governing our indebtedness." **Prior (2022):** •the impact of our substantial indebtedness and our ability to service and refinance such indebtedness; •the restrictions and limitations in the agreements and instruments governing our indebtedness; and •the impact of a substantial portion of our indebtedness being secured by substantially all of our assets. **Current (2023):** •the impact of our substantial indebtedness and our ability to service and refinance such indebtedness; and •the restrictions and limitations in the agreements and instruments governing our indebtedness. --- ## Modified: U.S. government spending levels and mission priorities could change in a manner that adversely affects our future revenue and limits our growth prospects. **Key changes:** - Reworded sentence: "Our business, prospects, financial condition, or operating results could be materially harmed by, among other causes, the following: •budgetary constraints, including mandated automatic spending cuts, affecting U.S." - Reworded sentence: "government shutdowns due to, among other reasons, a failure to fund the government and other potential delays in the appropriations process; •U.S." - Reworded sentence: "government's debt ceiling, the exhaustion of "extraordinary measures" to borrow additional funds without breaching the government's debt ceiling, a credit downgrade of U.S." - Reworded sentence: "government closures and shutdowns, terrorism, war, international conflicts (including the ongoing conflict between Russia and Ukraine), natural disasters, public health crises (such as COVID-19), destruction of U.S." - Added sentence: "Considerable uncertainty exists regarding how future budget and program decisions will unfold, including the spending priorities of the U.S." **Prior (2022):** Our business depends upon continued U.S. government expenditures on defense, intelligence, and civil programs for which we provide support. These expenditures have not remained constant over time, have been reduced in certain periods, and have been affected by the U.S. government's efforts to improve efficiency and reduce costs affecting U.S. government programs generally. Our business, prospects, financial condition, or operating results could be materially harmed, among other causes, by the following: •budgetary constraints, including Congressionally mandated automatic spending cuts, affecting U.S. government spending generally, or specific agencies in particular, and changes in available funding; •a shift in the permissible federal debt limit; •a shift in expenditures away from agencies or programs that we support; •reduced U.S. government outsourcing of functions that we are currently contracted to provide, including as a result of increased insourcing by various U.S. government agencies due to changes in the definition of "inherently governmental" work, including proposals to limit contractor access to sensitive or classified information and work assignments; •changes or delays in U.S. government programs that we support or related requirements; •U.S. government shutdowns due to, among other reasons, a failure by elected officials to fund the government and other potential delays in the appropriations process; •U.S. government agencies awarding contracts on a technically acceptable/lowest cost basis in order to reduce expenditures; •delays in the payment of our invoices by government payment offices; •an inability by the U.S. government to fund its operations as a result of a failure to increase the U.S. government's debt ceiling, a credit downgrade of U.S. government obligations or for any other reason; and •changes in the political climate and general economic conditions, including a slowdown of the economy or unstable economic conditions and responses to COVID-19 or other conditions, such as emergency spending, that reduce funds available for other government priorities. 16 16 16 In addition, any disruption in the functioning of U.S. government agencies, including as a result of U.S. government closures and shutdowns, terrorism, war, international conflicts (such as Russia's invasion of Ukraine in 2022), natural disasters, public health crises (such as COVID-19), destruction of U.S. government facilities, and other potential calamities could have a negative impact on our operations and cause us to lose revenue or incur additional costs due to, among other things, our inability to deploy our staff to client locations or facilities as a result of such disruptions. The U.S. government budget deficits, the national debt, and prevailing economic conditions, and actions taken to address them, could negatively affect U.S. government expenditures on defense, intelligence, and civil programs for which we provide support. The Department of Defense is one of our significant clients and cost cutting, including through consolidation and elimination of duplicative organizations and insourcing, has become a major initiative for the Department of Defense. A reduction in the amount of, or delays or cancellations of funding for, services that we are contracted to provide as a result of any of these related initiatives, legislation, or otherwise could have a material adverse effect on our business and results of operations. In addition, government agencies have reduced management support services spending in recent years. If federal awards for management support services continue to decline, our revenue and operating profits may materially decline and could have a material and adverse effect on our business and results of operations. If government funding relating to our contracts with the U.S. government or Department of Defense becomes unavailable, or is reduced or delayed, or planned orders are reduced, our contract or subcontract under such programs may be terminated or adjusted by the U.S. government or the prime contractor, if applicable. Our operating results could also be adversely affected by spending caps or changes in the budgetary priorities of the U.S. government or Department of Defense, as well as delays in program starts or the award of contracts or task orders under contracts. These or other factors could cause our defense, intelligence, or civil clients to decrease the number of new contracts awarded generally and fail to award us new contracts, reduce their purchases under our existing contracts, exercise their right to terminate our contracts, or not exercise options to renew our contracts, any of which could cause a material decline in our revenue. **Current (2023):** Our business depends upon continued U.S. government expenditures on defense, intelligence, and civil programs for which we provide support. These expenditures have not remained constant over time, have been reduced in certain periods, and have been affected by the U.S. government's efforts to improve efficiency and reduce costs affecting U.S. government programs generally. Our business, prospects, financial condition, or operating results could be materially harmed by, among other causes, the following: •budgetary constraints, including mandated automatic spending cuts, affecting U.S. government spending generally, or specific agencies in particular, and changes in available funding; •a shift in the permissible federal debt limit; •a shift in expenditures away from agencies or programs that we support; •reduced U.S. government outsourcing of functions that we are currently contracted to provide, including as a result of increased insourcing by various U.S. government agencies due to changes in the definition of "inherently governmental" work, including proposals to limit contractor access to sensitive or classified information and work assignments; •changes or delays in U.S. government programs that we support or related requirements; •U.S. government shutdowns due to, among other reasons, a failure to fund the government and other potential delays in the appropriations process; •U.S. government agencies awarding contracts on a technically acceptable/lowest cost basis in order to reduce expenditures; •delays in the payment of our invoices by government payment offices; •an inability by the U.S. government to fund its operations as a result of a failure to increase the U.S. government's debt ceiling, the exhaustion of "extraordinary measures" to borrow additional funds without breaching the government's debt ceiling, a credit downgrade of U.S. government obligations or for any other reason; and •changes in the political climate and general economic conditions, including political changes from successive presidential administrations, a slowdown of the economy or unstable economic conditions and responses to COVID-19 or other conditions, such as emergency spending, that reduce funds available for other government priorities. 17 17 17 Table of Contents Table of Contents In addition, any disruption in the functioning of U.S. government agencies, including as a result of U.S. government closures and shutdowns, terrorism, war, international conflicts (including the ongoing conflict between Russia and Ukraine), natural disasters, public health crises (such as COVID-19), destruction of U.S. government facilities, and other potential calamities could have a negative impact on our operations and cause us to lose revenue or incur additional costs due to, among other things, our inability to deploy our staff to client locations or facilities as a result of such disruptions. The U.S. government budget deficits, the national debt, and prevailing economic conditions, and actions taken to address them, could negatively affect U.S. government expenditures on defense, intelligence, and civil programs for which we provide support. The Department of Defense is one of our significant clients and cost cutting, including through consolidation and elimination of duplicative organizations and insourcing, has become a major initiative for the Department of Defense. A reduction in the amount of, or delays or cancellations of funding for, services that we are contracted to provide as a result of any of these related initiatives, legislation, or otherwise could have a material adverse effect on our business and results of operations. In addition, government agencies have reduced management support services spending in recent years. If federal awards for management support services continue to decline, our revenue and operating profits may materially decline and could have a material and adverse effect on our business and results of operations. Considerable uncertainty exists regarding how future budget and program decisions will unfold, including the spending priorities of the U.S. government. In 2023, the U.S. Congress will have to contend with the legal limit on U.S. debt commonly known as the debt ceiling. The current statutory limit was reached in January 2023, requiring "extraordinary measures" to continue normally financing U.S. government obligations while avoiding breaching the debt ceiling. However, it is expected the U.S. government will exhaust these measures by June 2023. If the debt ceiling is not raised, the U.S. government may not be able to fulfill its funding obligations and there could be significant disruption to all discretionary programs, which would have corresponding impacts on us and our industry. If government funding relating to our contracts with the U.S. government or Department of Defense becomes unavailable, or is reduced or delayed, or planned orders are reduced, our contract or subcontract under such programs may be terminated or adjusted by the U.S. government or the prime contractor, if applicable. Our operating results could also be adversely affected by spending caps or changes in the budgetary priorities of the U.S. government or Department of Defense, as well as delays in program starts or the award of contracts or task orders under contracts. These or other factors could cause our defense, intelligence, or civil clients to decrease the number of new contracts awarded generally and fail to award us new contracts, reduce their purchases under our existing contracts, exercise their right to terminate our contracts, or not exercise options to renew our contracts, any of which could cause a material decline in our revenue. --- ## Modified: Industry and Economic Risks **Key changes:** - Reworded sentence: "government and increasing the debt ceiling; •the effects of disease outbreaks, pandemics, or widespread health epidemics, including disruptions to our workforce and the impact on government spending and demand for our solutions; •our ability to compete effectively in the competitive bidding process and delays or losses of contract awards caused by competitors' protests of major contract awards received by us; •the loss of GSA schedules, or our position as prime contractor on GWACs; •variable purchasing patterns under GSA schedules, blanket purchase agreements, and IDIQ contracts; •changes in the mix of our contracts and our ability to accurately estimate or otherwise recover expenses, time, and resources for our contracts; •changes in estimates used in recognizing revenue; 15 15 15 Table of Contents Table of Contents •our ability to realize the full value of and replenish our backlog, generate revenue under certain of our contracts, and the timing of our receipt of revenue under contracts included in backlog; •risks related to inflation that could impact the cost of doing business and/or reduce customer buying power; •risks related to the deterioration of economic conditions or weakening in the credit or capital markets; •internal system or service failures and security breaches, including, but not limited to, those resulting from external or internal threats, including cyber attacks on our network and internal systems; •risks related to the operation of financial management systems; •our ability to attract, train, or retain employees with the requisite skills and experience and ensure that employees obtain and maintain necessary security clearances and effectively manage our cost structure; •the loss of members of senior management or failure to develop new leaders; •misconduct or other improper activities from our employees or subcontractors, including the improper access, use, or release of our or our clients' sensitive or classified information; •the impact of increased competition from other companies in our industry; •failure to maintain strong relationships with other contractors, or the failure of contractors with which we have entered into a sub- or prime-contractor relationship to meet their obligations to us or our clients; •risks related to changes to our operating structure, capabilities, or strategy intended to address client needs, grow our business, or respond to market developments; and •risks related to completed and future acquisitions, including our ability to realize the expected benefits from such acquisitions." **Prior (2022):** •risks relating to our relationships with the U.S. government; •changes in U.S. government spending and mission priorities, including due to uncertainty relating to funding of the U.S. government and a possible failure of Congressional efforts to approve such funding and to craft a long-term agreement on the U.S. government's ability to incur indebtedness in excess of its current limits; •the effects of COVID-19 and other pandemics or widespread health epidemics, including disruptions to our workforce and the impact on government spending and demand for our solutions; •our ability to compete effectively in the competitive bidding process and delays or losses of contract awards caused by competitors' protests of major contract awards received by us; •the loss of GSA schedules, or our position as prime contractor on GWACs; •variable purchasing patterns under GSA schedules, blanket purchase agreements, and IDIQ contracts; •changes in the mix of our contracts and our ability to accurately estimate or otherwise recover expenses, time, and resources for our contracts; 14 14 14 •changes in estimates used in recognizing revenue; •our ability to realize the full value of and replenish our backlog, generate revenue under certain of our contracts, and the timing of our receipt of revenue under contracts included in backlog; •internal system or service failures and security breaches, including, but not limited to, those resulting from external or internal cyber attacks on our network and internal systems; •risks related to the operation of financial management systems; •our ability to attract, train, or retain employees with the requisite skills and experience and ensure that employees obtain and maintain necessary security clearances and effectively manage our cost structure; •risks related to inflation that could impact the cost of doing business and/or reduce customer buying power; •the loss of members of senior management or failure to develop new leaders; •misconduct or other improper activities from our employees or subcontractors, including the improper use or release of sensitive or classified information; •the impact of increased competition from other companies in our industry; •failure to maintain strong relationships with other contractors, or the failure of contractors with which we have entered into a sub- or prime-contractor relationship to meet their obligations to us or our clients; •risks related to changes to our operating structure, capabilities, or strategy intended to address client needs, grow our business, or respond to market developments; and •risks related to completed and future acquisitions, including our ability to realize the expected benefits from such acquisitions. **Current (2023):** •risks relating to our relationships with the U.S. government; •changes in U.S. government spending and mission priorities, including due to uncertainty relating to funding of the U.S. government and increasing the debt ceiling; •the effects of disease outbreaks, pandemics, or widespread health epidemics, including disruptions to our workforce and the impact on government spending and demand for our solutions; •our ability to compete effectively in the competitive bidding process and delays or losses of contract awards caused by competitors' protests of major contract awards received by us; •the loss of GSA schedules, or our position as prime contractor on GWACs; •variable purchasing patterns under GSA schedules, blanket purchase agreements, and IDIQ contracts; •changes in the mix of our contracts and our ability to accurately estimate or otherwise recover expenses, time, and resources for our contracts; •changes in estimates used in recognizing revenue; 15 15 15 Table of Contents Table of Contents •our ability to realize the full value of and replenish our backlog, generate revenue under certain of our contracts, and the timing of our receipt of revenue under contracts included in backlog; •risks related to inflation that could impact the cost of doing business and/or reduce customer buying power; •risks related to the deterioration of economic conditions or weakening in the credit or capital markets; •internal system or service failures and security breaches, including, but not limited to, those resulting from external or internal threats, including cyber attacks on our network and internal systems; •risks related to the operation of financial management systems; •our ability to attract, train, or retain employees with the requisite skills and experience and ensure that employees obtain and maintain necessary security clearances and effectively manage our cost structure; •the loss of members of senior management or failure to develop new leaders; •misconduct or other improper activities from our employees or subcontractors, including the improper access, use, or release of our or our clients' sensitive or classified information; •the impact of increased competition from other companies in our industry; •failure to maintain strong relationships with other contractors, or the failure of contractors with which we have entered into a sub- or prime-contractor relationship to meet their obligations to us or our clients; •risks related to changes to our operating structure, capabilities, or strategy intended to address client needs, grow our business, or respond to market developments; and •risks related to completed and future acquisitions, including our ability to realize the expected benefits from such acquisitions. --- ## Modified: Efforts by the U.S. government to revise its organizational conflict of interest rules could limit our ability to successfully compete for new contracts or task orders, which would adversely affect our results of operations. **Key changes:** - Reworded sentence: "government to reform its procurement practices have focused on, among other areas, the separation of certain types of work to facilitate objectivity and avoid or mitigate organizational conflicts of interest and the strengthening of regulations governing organizational conflicts of interest." - Reworded sentence: "The passage of a new Federal law in December 2022 requires the FAR council within eighteen months to provide and update definitions of each of the above types of conflicts of interest and provide illustrative examples of various relationships that contractors could have that would give rise to potential conflicts of interest." **Prior (2022):** Efforts by the U.S. government to reform its procurement practices have focused, among other areas, on the separation of certain types of work to facilitate objectivity and avoid or mitigate organizational conflicts of interest and the strengthening of regulations governing organizational conflicts of interest. Organizational conflicts of interest may arise from circumstances in which a contractor has: •impaired objectivity during performance; •unfair access to non-public information; or •the ability to set the "ground rules" for another procurement for which the contractor competes. A focus on organizational conflicts of interest issues has resulted in legislation and a proposed regulation aimed at increasing organizational conflicts of interest requirements, including, among other things, separating sellers of products and providers of advisory services in major defense acquisition programs. The U.S. government has not taken action to amend the FAR to address organizational conflicts of interest issues regarding government contractors in Department of Defense and other procurements since the withdrawal of an unsuccessful FAR amendment proposal in March 2021. Continuing reform initiatives in procurement practices may however result in future amendments to the FAR, increasing the restrictions in current organizational conflicts of interest regulations and rules. To the extent that proposed and future organizational conflicts of interest laws, regulations, and rules, limit our ability to successfully compete for new contracts or task orders with the U.S. government, either because of organizational conflicts of interest issues arising from our business, or because companies with which we are affiliated, or with which we otherwise conduct business, create organizational conflicts of interest issues for us, our results of operations could be materially and adversely affected. **Current (2023):** Efforts by the U.S. government to reform its procurement practices have focused on, among other areas, the separation of certain types of work to facilitate objectivity and avoid or mitigate organizational conflicts of interest and the strengthening of regulations governing organizational conflicts of interest. Organizational conflicts of interest may arise from circumstances in which a contractor has: •impaired objectivity during performance; •unfair access to non-public information; or •the ability to set the "ground rules" for another procurement for which the contractor competes. A focus on organizational conflicts of interest issues has resulted in legislation and a proposed regulation aimed at increasing organizational conflicts of interest requirements, including, among other things, separating sellers of products and providers of advisory services in major defense acquisition programs. The passage of a new Federal law in December 2022 requires the FAR council within eighteen months to provide and update definitions of each of the above types of conflicts of interest and provide illustrative examples of various relationships that contractors could have that would give rise to potential conflicts of interest. The passage of this legislation comes as this topic continues to garner increased scrutiny of such alleged conflicts among federal contractors. The resulting rule making process, as well as continuing reform initiatives in procurement practices may however result in future amendments to the FAR, increasing the restrictions in current organizational conflicts of interest regulations and rules. Similarly, organizational conflicts of interest remain an active area of bid protest litigation, increasing the likelihood that competitors may leverage such arguments in an attempt to overturn agency award decisions. To the extent that proposed and future organizational conflicts of interest laws, regulations, and rules or interpretations thereof limit our ability to successfully compete for new contracts or task orders with the U.S. government, either because of organizational conflicts of interest issues arising from our business, or because companies with which we are affiliated, or with which we otherwise conduct business, create organizational conflicts of interest issues for us, our results of operations could be materially and adversely affected. --- ## Modified: We may fail to attract, train, and retain skilled and qualified employees, which may impair our ability to generate revenue, effectively serve our clients, and execute our growth strategy. **Key changes:** - Reworded sentence: "See " - We may fail to obtain and maintain necessary security clearances which may adversely affect our ability to perform on certain contracts." Our ability to attract and retain skilled and qualified employees may also be impacted by our engagements in, or perceived connections to, politically or socially sensitive activities." - Reworded sentence: "Additionally, our ability to attract, hire, and retain skilled and qualified employees may be impacted by disease outbreaks, pandemics, or widespread health epidemics." - Reworded sentence: "In addition, to the extent we experience attrition in our employee ranks, we may realize only a limited or no return on such invested resources, and we would have to expend additional resources to hire and train replacement employees." **Prior (2022):** Our business depends in large part upon our ability to attract and retain sufficient numbers of highly qualified individuals who may have advanced degrees in areas such as information technology as well as appropriate security clearances. We compete for such qualified personnel with other U.S. government contractors, the U.S. government, and private industry, and such competition is intense. Personnel with the requisite skills, qualifications, or security clearance may be in short supply or generally unavailable. The government and industry have recognized that the current process for obtaining security clearances is time-consuming, sometimes taking years to complete, and can present a risk to customer mission. See " - We may fail to obtain and maintain necessary security clearances which may adversely affect our ability to perform on certain contracts." Our ability to attract and retain skilled and qualified employees may also be impacted by our engagements in, or perceived connections to, politically or socially sensitive activities. In addition, our ability to recruit, hire, and internally deploy former employees of the U.S. government is subject to complex laws and regulations, which may serve as an impediment to our ability to attract such former employees, and failure to comply with these laws and regulations may expose us and our employees to civil or criminal penalties. Additionally, our ability to attract, hire, and retain skilled and qualified employees may be impacted by COVID-19, including whether an employment opportunity requires work in person and related considerations. See " - The effects of a pandemic or widespread health epidemic such as COVID-19 could have a material adverse effect on our business and results of operations." In particular, consistent with public health guidance and Executive Order 14042 regarding mandatory vaccinations, we have implemented a Company policy requiring full COVID-19 vaccinations of all employees, except for employees who qualify for medical or religious exemptions. Adverse labor and economic market conditions and intense competition for skilled personnel may inhibit our ability to recruit new employees, as well as our policy requiring full COVID-19 vaccinations of all employees, except for employees who qualify for medical or religious exemptions, consistent with public health guidance. If we are unable to recruit and retain a sufficient number of qualified employees, or cannot obtain their appropriate security clearances in a timely manner, or fail to deploy such employees, our ability to maintain and grow our business and to effectively serve our clients could be limited and our future revenue and results of operations could be materially and adversely affected. Furthermore, to the extent that we are unable to make necessary permanent hires to appropriately serve our clients, we could be required to engage larger numbers of contracted personnel, which could reduce our profit margins. If we are able to attract sufficient numbers of qualified new hires, training and retention costs may place significant demands on our resources. In addition, to the extent that we experience attrition in our employee ranks, we may realize only a limited or no return on such invested resources, and we would have to expend additional resources to hire and train replacement employees. The loss of services of key personnel could also impair our ability to perform required services under some of our contracts and to retain such contracts, as well as our ability to win new business. 23 23 23 **Current (2023):** Our business depends in large part upon our ability to attract and retain sufficient numbers of highly qualified individuals who may have advanced degrees in areas such as information technology as well as appropriate security clearances. We compete for such qualified personnel with other U.S. government contractors, the U.S. government, and private industry, and such competition is intense. Personnel with the requisite skills, qualifications, or security clearance may be in short supply or generally unavailable. The government and industry have recognized that the current process for obtaining security clearances is time-consuming, sometimes taking years to complete, and can present a risk to customer mission. See " - We may fail to obtain and maintain necessary security clearances which may adversely affect our ability to perform on certain contracts." Our ability to attract and retain skilled and qualified employees may also be impacted by our engagements in, or perceived connections to, politically or socially sensitive activities. In addition, our ability to recruit, hire, and internally deploy former employees of the U.S. government is subject to complex laws and regulations, which may serve as an impediment to our ability to attract such former employees, and failure to comply with these laws and regulations may expose us and our employees to civil or criminal penalties. Additionally, our ability to attract, hire, and retain skilled and qualified employees may be impacted by disease outbreaks, pandemics, or widespread health epidemics. 24 24 24 Table of Contents Table of Contents Adverse labor and economic market conditions and intense competition for skilled personnel may inhibit our ability to recruit new employees, including any necessary actions in response to any disease outbreaks, pandemics, or widespread health epidemics. If we are unable to recruit and retain a sufficient number of qualified employees, or cannot obtain their appropriate security clearances in a timely manner, or fail to deploy such employees, our ability to maintain and grow our business and to effectively serve our clients could be limited and our future revenue and results of operations could be materially and adversely affected. Furthermore, to the extent that we are unable to make necessary permanent hires to appropriately serve our clients, we could be required to engage larger numbers of contracted personnel, which could reduce our profit margins. If we are able to attract sufficient numbers of qualified new hires, training and retention costs may place significant demands on our resources. In addition, to the extent we experience attrition in our employee ranks, we may realize only a limited or no return on such invested resources, and we would have to expend additional resources to hire and train replacement employees. The loss of key personnel could also impair our ability to perform required services under some of our contracts and to retain such contracts, as well as our ability to win new business. --- ## Modified: Changes in tax law or judgments by management related to complex tax matters could adversely impact our results of operations. **Key changes:** - Reworded sentence: "In particular, effective starting in fiscal 2023, the Tax Cuts and Jobs Act requires the capitalization of research and development costs for tax purposes, which can then be amortized over five or fifteen years." - Reworded sentence: "For additional information, see "Item 7." - Reworded sentence: "As a result, any final determination of tax audits or related litigation may be materially different than our current provisional amounts, which could materially affect our tax obligations and effective tax rate." **Prior (2022):** We are subject to taxation in the U.S. and certain other foreign jurisdictions. Any future changes in applicable federal, state and local, or foreign tax laws and regulations or their interpretation or application, including those that could have a retroactive effect, could result in the Company incurring additional tax liabilities in the future. In particular, effective starting in fiscal 2023, the Tax Cuts and Jobs Act (the "2017 Tax Act") requires the capitalization of research and development costs for tax purposes, which can then be amortized over five or fifteen years. If the current effective date remains in place, the Company's initial assessment, based on the law as currently enacted, is that the Company could experience a material decrease in cash from operations in fiscal 2023, but our net deferred tax assets could also increase by a similar amount. Management is currently evaluating the potential impact of the 2017 Tax Act on our operating cash flows. The actual impact on fiscal 2023 cash from operations and future fiscal years will depend on the amount of research and development costs we incur, whether Congress modifies or repeals this provision of the 2017 Tax Act and on whether new guidance and interpretive rules are issued by the U.S. Treasury, among other factors. For additional information, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations". Additionally, we recognize liabilities for uncertainty in income taxes when it is more likely than not that a tax position will not be sustained on examination and settlement with various taxing authorities. We regularly assess the adequacy of our uncertain tax positions and other reserves, which requires a significant amount of judgment. Although we accrue for uncertain tax positions and other reserves, the results of regulatory audits and negotiations with taxing and customs authorities may be in excess of our accruals, resulting in the payment of additional taxes, duties, penalties and interest. As a result, any final determination of tax audits or related litigation may be materially different than our current provisional amounts, which could 32 32 32 materially affect our tax obligations and effective tax rate. For example, during fiscal 2022, we recorded additional uncertain tax positions of approximately $15.5 million related to research and development credits that we have claimed, or will soon claim. Any increase to the liability we established as of March 31, 2022 for these uncertain tax positions as a result of audits by taxing authorities, changes in tax laws and regulations or otherwise relating to this, or any other, tax matter could have a material effect on our results of operations. For a description of our related accounting policies, refer to Note 2 and Note 13 to our accompanying consolidated financial statements. **Current (2023):** We are subject to taxation in the U.S. and certain other foreign jurisdictions. Any future changes in applicable federal, state and local, or foreign tax laws and regulations or their interpretation or application, including those that could have a retroactive effect, could result in the Company incurring additional tax liabilities in the future. In particular, effective starting in fiscal 2023, the Tax Cuts and Jobs Act requires the capitalization of research and development costs for tax purposes, which can then be amortized over five or fifteen years. We expect to amortize these costs over five years. While the most significant impact of this provision is to cash tax liability for fiscal 2023, the tax year in which the provision took effect, the impact is expected to decline annually over the five-year amortization period to an immaterial amount in the sixth year. The actual impact will depend on a number of factors, including the amount of research and development costs incurred by the Company, whether Congress modifies or repeals the provision requiring such capitalization, and whether new guidance and interpretive rules are issued by the U.S. Treasury, among other factors. For additional information, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations". Additionally, we recognize liabilities for uncertainty in income taxes when it is more likely than not that a tax position will not be sustained on examination and settlement with various taxing authorities. We regularly assess the adequacy of our uncertain tax positions and other reserves, which requires a significant amount of judgment. Although we accrue for uncertain tax positions and other reserves, the results of regulatory audits and negotiations with taxing and customs authorities may be in excess of our accruals, resulting in the payment of additional taxes, duties, penalties and interest. As a result, any final determination of tax audits or related litigation may be materially different than our current provisional amounts, which could materially affect our tax obligations and effective tax rate. For example, during fiscal 2023, we recorded additional uncertain tax positions of approximately $472.4 million related to the required capitalization of research and development expenditures, which became effective in fiscal 2023, based on a lack of guidance in the existing law, and research and development credits available, as in prior years. Any increase to the liability we established as of March 31, 2023 for these uncertain tax positions as a result of audits by taxing authorities, changes in tax laws and regulations or otherwise relating to this, or any other, tax matter could have a material effect on our results of operations. For a description of our related accounting policies, refer to Note 2, "Summary of Significant Accounting Policies," and Note 13, "Income Taxes," to the consolidated financial statements. 35 35 35 Table of Contents Table of Contents --- ## Modified: A delay in the completion of the U.S. government's budget process, including as a result of a failure to raise the debt ceiling, could result in a reduction in our backlog and have a material adverse effect on our revenue and operating results. **Key changes:** - Reworded sentence: "Congress is unable to approve the annual federal budget or raise the debt ceiling on a timely basis, and enacts a continuing resolution, funding for new projects may not be available and funding on contracts we are already performing may be delayed." - Reworded sentence: "government shutdown, which could result in us incurring substantial costs without reimbursement under our contracts." **Prior (2022):** To the extent the U.S. Congress is unable to approve the annual federal budget on a timely basis, and enacts a continuing resolution, funding for new projects may not be available and funding on contracts we are already performing may be delayed. Any such delays would likely result in new business initiatives being delayed or canceled and a reduction in our backlog, and could have a material adverse effect on our revenue and operating results. In addition, a failure to complete the budget process and fund government operations pursuant to a continuing resolution may result in a U.S. government shutdown, which could result in us incurring substantial costs without reimbursement under our contracts and the delay or cancellation of key programs or the delay of contract payments and may have a material adverse effect on our revenue and operating results. In addition, when supplemental appropriations are required to operate the U.S. government or fund specific programs and the passage of legislation needed to approve any supplemental appropriation bill is delayed, the overall funding environment for our business could be adversely affected. **Current (2023):** To the extent the U.S. Congress is unable to approve the annual federal budget or raise the debt ceiling on a timely basis, and enacts a continuing resolution, funding for new projects may not be available and funding on contracts we are already performing may be delayed. If Congressional efforts to approve such funding fail, and Congress is unable to craft a long-term agreement on the U.S. government's ability to incur indebtedness in excess of its current limits, the U.S. government may not be able to fulfill its current funding obligations and there could be significant disruption to all discretionary programs, which would have corresponding impacts on us and our industry. Any such delays would likely result in new business initiatives being delayed or canceled and a reduction in our backlog, and could have a material adverse effect on our revenue and operating results. In addition, a failure to complete the budget process and fund government operations pursuant to a continuing resolution may result in a U.S. government shutdown, which could result in us incurring substantial costs without reimbursement under our contracts. The delay or cancellation of key programs or the delay of contract payments may have a material adverse effect on our revenue and operating results. In addition, when supplemental appropriations are required to operate the U.S. government or fund specific programs and the passage of legislation needed to approve any supplemental appropriation bill is delayed, the overall funding environment for our business could be adversely affected. --- ## Modified: Risks Related to Our Common Stock **Key changes:** - Added sentence: "16 16 16 Table of Contents Table of Contents" **Prior (2022):** •the volatility of the market price of our Class A common stock; •the timing and amount of our dividends, if any; and •the impact of fulfilling our obligations incident to being a public company. 15 15 15 **Current (2023):** •the volatility of the market price of our Class A common stock; •the timing and amount of our dividends, if any; and •the impact of fulfilling our obligations incident to being a public company. 16 16 16 Table of Contents Table of Contents --- ## Modified: Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly. **Key changes:** - Reworded sentence: "Borrowings under the Senior Credit Facility are at variable rates of interest and expose us to interest rate risk." - Removed sentence: "In addition, a transition away from the London Interbank Offering Rate ("LIBOR") as a benchmark for establishing the applicable interest rate may affect the cost of servicing our debt under the Secured Credit Facility and the Revolving Credit Facility." - Removed sentence: "As of March 31, 2022, we had $2.8 billion outstanding under the Secured Credit Facility and $999.0 million of availability under the Revolving Credit Facility, each of which incurs interest based on LIBOR." - Removed sentence: "In addition, we had interest rate swaps with an aggregate notional amount of $700.0 million which are based on one-month LIBOR." - Removed sentence: "No modification has been made to our Credit Agreement or interest rate swaps relating to the applicable benchmarks, although such changes may be required or otherwise made in the future." **Prior (2022):** Borrowings under the Secured Credit Facility are at variable rates of interest and expose us to interest rate risk. While interest rates are currently at historically low levels, if interest rates were to increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease. Based on Term Loans outstanding as of March 31, 2022 and assuming all revolving loans are fully drawn, and after considering interest rate swaps that fixed the interest rate on $700 million of principal of our variable rate debt each quarter point change in interest rates would result in a $4.8 million change in our projected annual interest expense on our indebtedness under the Secured Credit Facility. We have entered into interest rate swaps and may in the future enter into additional interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce future interest rate volatility of our variable rate indebtedness. However, due to risks for hedging gains and losses and cash settlement costs, we may not elect to maintain such interest rate swaps, and any swaps may not fully mitigate our interest rate risk. In addition, a transition away from the London Interbank Offering Rate ("LIBOR") as a benchmark for establishing the applicable interest rate may affect the cost of servicing our debt under the Secured Credit Facility and the Revolving Credit Facility. As of March 31, 2022, we had $2.8 billion outstanding under the Secured Credit Facility and $999.0 million of availability under the Revolving Credit Facility, each of which incurs interest based on LIBOR. In addition, we had interest rate swaps with an aggregate notional amount of $700.0 million which are based on one-month LIBOR. No modification has been made to our Credit Agreement or interest rate swaps relating to the applicable benchmarks, although such changes may be required or otherwise made in the future. On March 5, 2021, the ICE Benchmark Administration, which administers LIBOR, and the Financial Conduct Authority announced that all LIBOR settings will either cease to be provided by any administrator, or no longer be representative, immediately after December 31, 2021 for all non-U.S. dollar LIBOR settings and one-week and two-month U.S. dollar LIBOR settings, and immediately after June 30, 2023, for the remaining U.S. dollar LIBOR settings. The potential consequences from discontinuation, modification, or reform of LIBOR, implementation of alternative reference rates, and any interest rate transition process cannot be fully predicted and may have an adverse impact on values of LIBOR-linked securities and other financial obligations or extensions of credit and may involve among other things, increased volatility or illiquidity in markets for instruments that rely on LIBOR, reductions in effectiveness of related transactions such as hedges, increased borrowing costs, uncertainty under applicable documentation, or difficult and costly consent processes. Once LIBOR ceases to be published, it is uncertain whether it will continue to be viewed as an acceptable market benchmark, what rate or rates may become accepted alternatives to LIBOR or what the effect of any such changes in views or alternatives may be on the markets for LIBOR-indexed financial instruments. For example, if any alternative base rate or means of calculating interest with respect to our outstanding variable rate indebtedness leads to an increase in the interest rates charged, it could result in an increase in the cost of such indebtedness, impact our ability to refinance some or all of our existing indebtedness or otherwise have a material adverse impact on our business, financial condition and results of operations. **Current (2023):** Borrowings under the Senior Credit Facility are at variable rates of interest and expose us to interest rate risk. During 2022, interest rates increased significantly and interest rates may continue to rapidly increase or remain at higher than recent historical levels. With an increase in interest rates, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease. Based on Term Loan A outstanding as of March 31, 2023 and assuming all revolving loans are fully drawn, and after considering interest rate swaps that fixed the interest rate on $550.0 million of principal of our variable rate debt each quarter point change in interest rates would result in a $5.2 million change in our projected annual interest expense on our indebtedness under the Senior Credit Facility. We have entered into interest rate swaps and may in the future enter into additional interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce future interest rate volatility of our variable rate indebtedness. However, due to risks for hedging gains and losses and cash settlement costs, we may not elect to maintain such interest rate swaps, and any swaps may not fully mitigate our interest rate risk. --- ## Modified: The effects of a disease outbreak, pandemic or widespread health epidemic could have a material adverse effect on our business and results of operations. **Key changes:** - Reworded sentence: "Disease outbreaks, pandemics or similar widespread health epidemics, such as the COVID-19 pandemic, and attempts to contain and reduce their spread may adversely affect U.S." - Reworded sentence: "These effects may adversely affect certain of our business operations and may materially and adversely affect our financial condition, results of operations, cash flows, and equity." - Reworded sentence: "In addition, as local conditions and regulations respond to the risks of disease outbreaks, pandemics or similar widespread health epidemics regarding with respect to the return of employees to business generally, our workforce may not be able to return to work in person immediately, if at all, or may instead choose to pursue competing employment opportunities, including as a result of transportation, childcare, and ongoing health issues, which could negatively affect our business." **Prior (2022):** The COVID-19 pandemic and ongoing attempts to contain and reduce its spread have adversely affected U.S. and global economies, including impacts to supply chains, customer demand, international trade, and capital markets. These effects have adversely affected certain of our business operations, may further adversely affect our business operations, and may materially and adversely affect our financial condition, results of operations, cash flows, and equity. In light of the uncertain and evolving situation relating to COVID-19, we have taken precautionary measures intended to minimize the risk of the virus to our employees, our clients and the communities in which we operate, which could negatively impact our business. Consistent with public health guidance and Executive Order 14042 regarding COVID-19 vaccination for employees of businesses servicing federal contracts, we have implemented a Company policy requiring full COVID-19 vaccinations of all employees, except for employees who qualify for medical or religious exemptions. This policy could impair our ability to perform certain contractual services, to retain such contracts, and to win new business. See " - We may fail to attract, train, and retain skilled and qualified employees, which may impair our ability to generate revenue, effectively serve our clients, and execute our growth strategy." In addition, some of our employees, clients, and subcontractors are located in foreign countries, which may be impacted differently from the United States, and we continue to monitor the situation in each of the jurisdictions in which we operate and may adjust our current policies as more information and public health guidance become available. Although the Company has business continuity plans and other safeguards in place, there is no assurance that such plans and safeguards will be effective or that such measures will not adversely affect our operations or long-term plans. In addition, as local conditions and regulations begin to permit the return of employees to business generally, our workforce may not be able to return to work in person immediately, if at all, or may instead choose to pursue competing employment opportunities, including as a result of transportation, childcare, and ongoing health issues, which could negatively affect our business. In addition, COVID-19 may continue to disrupt the operations of our suppliers, vendors, service providers, and subcontractors, including as a result of travel restrictions, business shutdowns, key material shortages, or lack of access to financial markets, all of which could negatively impact our business and results of operations. Any inability to develop alternative sources of supply on a cost-effective and timely basis could materially impair our ability to manufacture and deliver products, systems, and services to our clients. We are also subject to federal and state laws and regulations enacted in response to the outbreak, such as the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"), which contains a provision that allows U.S. government contractors to seek specified reimbursement for certain employees who are unable to perform their contract requirements at their designated work locations due to facility closures or restrictions as a result of COVID-19 and cannot perform such work remotely. The legislation enables but does not mandate reimbursement for such costs, and agency guidance has imposed certain restrictions. Further, the relief contemplated under the provision did not extend 17 17 17 past September 30, 2021. Although we cannot currently predict the overall impact of COVID-19, the longer the duration of the pandemic, the more likely it is that it could have an adverse effect on our business, financial position, results of operations, billable expenses, and/or cash flows. We expect COVID-19 to continue to negatively impact our business and results of operations and are unable to predict how long or with what degree of severity that impact will continue. The duration and extent of COVID-19 impacts will depend on future developments outside of our control, including the availability of effective treatments, the effectiveness and adoption of available vaccines, and the evolutionary development of COVID-19 or related viruses, including the emergence and spread of new and more transmissible COVID-19 variants such as Delta and Omicron, which are highly uncertain and cannot be predicted. **Current (2023):** Disease outbreaks, pandemics or similar widespread health epidemics, such as the COVID-19 pandemic, and attempts to contain and reduce their spread may adversely affect U.S. and global economies, including impacts to supply chains, customer demand, international trade, and capital markets. These effects may adversely affect certain of our business operations and may materially and adversely affect our financial condition, results of operations, cash flows, and equity. We have taken precautionary measures intended to minimize the risk of disease outbreaks, pandemics or similar widespread health epidemics, such as the COVID-19 pandemic, to our employees, our clients, and the communities in which we operate, as well as remedial measures to address residual, lasting issues, including increased medical costs and a rise in mental health issues, which could negatively impact our business. In addition, some of our employees, clients, and subcontractors are located in foreign countries, which may be impacted differently from the United States depending on the situation. Although the Company has business continuity plans and other safeguards in place, there is no assurance that such plans and safeguards will be effective or that such measures will not adversely affect our operations or long-term plans. In addition, as local conditions and regulations respond to the risks of disease outbreaks, pandemics or similar widespread health epidemics regarding with respect to the return of employees to business generally, our workforce may not be able to return to work in person immediately, if at all, or may instead choose to pursue competing employment opportunities, including as a result of transportation, childcare, and ongoing health issues, which could negatively affect our business. In addition, COVID-19 and such other disease outbreaks, pandemics or widespread health epidemics may continue to disrupt the operations of our clients, suppliers, vendors, service providers, and subcontractors, including as a result of travel restrictions, business shutdowns, key material shortages, or lack of access to financial markets, all of which could negatively impact our business and results of operations. Any inability to develop alternative sources of supply on a cost-effective and timely basis could materially impair our ability to provide products, systems, and services to our clients. 18 18 18 Table of Contents Table of Contents --- *Data sourced from SEC EDGAR. Last updated 2026-05-10.*