Index
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| PART I | |
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| Item 1. Business | 4 |
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| Item 1A. Risk Factors | 11 |
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| Item 1B. Unresolved Staff Comments | 24 |
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| Item 1C. Cybersecurity | 24 |
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| Item 2. Properties | 26 |
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| Item 3. Legal Proceedings | 26 |
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| Item 4. Mine Safety Disclosures | 26 |
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| PART II | |
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| Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 26 |
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| Item 6. (Reserved) | 28 |
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| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 29 |
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| Item 7A. Quantitative and Qualitative Disclosures About Market Risk | 44 |
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| Item 8. Financial Statements and Supplementary Data | 46 |
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| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 101 |
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| Item 9A. Controls and Procedures | 101 |
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| Item 9B. Other Information | 103 |
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| Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 103 |
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| PART III | |
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| Item 10. Directors, Executive Officers and Corporate Governance | 103 |
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| Item 11. Executive Compensation | 104 |
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| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 104 |
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| Item 13. Certain Relationships and Related Transactions, and Director Independence | 104 |
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| Item 14. Principal Accountant Fees and Services | 104 |
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| PART IV | |
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| Item 15. Exhibits and Financial Statement Schedules | 105 |
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| SIGNATURES | 110 |
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Cautionary Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this report, including statements concerning the Company’s plans, objectives, goals, beliefs, business strategies, future events, business condition, results of operations, financial position, business outlook, business trends, the outcome of legal and regulatory claims, suits, investigations and other matters, the remediation of material weaknesses and other non-historical statements in this report are forward-looking statements. Such forward-looking statements often contain words such as “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “objectives,” “opportunity,” “plan,” “position,” “predict,” “project,” “should,” “seek,” “target,” “will,” “would,” and other similar words or expressions or the negative thereof or other variations thereon. Forward-looking statements are based on the Company’s current assumptions and beliefs. The Company’s actual business, financial condition, results of operations, liquidity, cash flows, internal controls, reputation, stock price and key relationships may differ materially from those suggested by forward-looking statements as a result of risks and uncertainties which include, among others:
| ● | failure to attract new customers, retain existing customers or sell services to customers; |
| ● | failure to meet growth and productivity objectives and maintain our capital allocation strategy; |
| ● | impacts of relationships with critical suppliers and partners; |
| ● | failure to address and adapt to technological developments and trends; |
| ● | inability to attract and retain key personnel and other skilled employees; |
| ● | impact of economic, geopolitical, public health and other conditions; |
| ● | damage to the Company’s reputation and impact on the Company and the Company’s stock price resulting from negative publicity; |
| ● | inability to accurately estimate the cost of services and the timeline for completion of contracts; |
| ● | service delivery issues; |
| ● | the Company’s ability to successfully complete and manage acquisitions and dispositions, including integration challenges, failure to achieve objectives, the assumption of liabilities and higher debt levels; |
| ● | the Company’s ability to refinance maturing debt on favorable terms in a timely manner, or at all, and risks related to the Company’s access to capital and credit markets; |
| ● | the impact of business with foreign, state and local government customers; |
| ● | failure of the Company’s intellectual property rights to prevent competitive offerings and the failure of the Company to obtain, retain and extend necessary licenses; |
| ● | the impairment of the Company’s goodwill or long-lived assets; |
| ● | risks relating to cybersecurity, data governance and privacy; |
| ● | risks relating to non-compliance with legal and regulatory requirements and changes in laws, regulations and policies in the U.S. and countries where the Company and its customers do business, including with respect to tariffs, taxes and other controls on imports or exports; |
| ● | adverse effects from tax matters and environmental matters; |
| ● | risks related to legal and regulatory claims, suits, investigations, proceedings and other matters, and consequences related thereto; |
| ● | the Company’s ability to remediate, and the timing and costs related to the remediation of, material weaknesses in internal control over financial reporting, as well as the Company’s ability to maintain effective controls in the future; |
| ● | potential indemnification obligations; |
| ● | impact of changes or developments in credit ratings, market liquidity conditions and customer credit risk on receivables; |
| ● | the Company’s pension plans; |
| ● | the impact of currency fluctuations; and |
| ● | risks related to the Company’s common stock and the securities market. |
Additional risks and uncertainties include, among others, those risks and uncertainties described in the “Risk Factors” section of this report, as such factors may be updated from time to time in the Company’s subsequent filings
with the U.S. Securities and Exchange Commission (“SEC”). In addition, other risks and uncertainties that are not currently known to the Company or that the Company currently deems immaterial may also impact actual results and outcomes. Any forward-looking statement in this Annual Report on Form 10-K speaks only as of the date on which it is made. Except as required by law, the Company assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
