−Removed: Risk Factors Related to Our Business
+Added: Industry Risks
We rely on U.S.
16 unchanged sentences
As a result, we are subject to ongoing uncertainties associated with U.S.
−Removed: Government budget restraints and other factors affecting government funding.
−Removed: The reduction or termination of funding, or changes in the timing of funding, for a U.S.
+Added: Government budget constraints and other factors affecting government funding.
+Added: The reduction or termination of funding, or
+Added: changes in the timing of funding, for a U.S.
Government program in which we provide products or services would result in a reduction or loss of anticipated future revenues attributable to that program and could have a negative impact on our financial condition, results of operations and cash flows.
37 unchanged sentences
Demand for our products and services has been, and we expect that demand will continue to be, subject to significant fluctuations due to a variety of factors beyond our control, including economic and industry conditions.
−Removed: These factors include, but are not limited to inflation, geopolitical issues, the availability and cost of credit, the demand for and competitiveness of nuclear power with other energy sources, the cyclical nature of the power generation industry, low business and consumer confidence, high unemployment and energy conservation measures and decisions of utilities that operate nuclear power plants.
+Added: These factors include, but are not limited to, inflation, geopolitical issues, the availability and cost of credit, the demand for and competitiveness of nuclear power with other energy sources, the cyclical nature of the power generation industry, low business and consumer confidence, high unemployment, energy conservation measures and decisions of utilities that operate nuclear power plants.
Unfavorable economic conditions may lead customers to delay, curtail or cancel proposed or existing projects, which may decrease the overall demand for our products and services and adversely affect our results of operations.
6 unchanged sentences
Unfavorable economic conditions, competition from other forms of power generation, increased competition for refurbishment contracts, changes in government policy or operational or project execution issues may lead nuclear plant operators in Canada to cease operations or delay, curtail or cancel proposed or existing life-extension projects, which may decrease the overall demand for our products and services in Canada and adversely affect our financial condition, results of operations and cash flows.
−Removed: Our backlog is subject to unexpected adjustments and cancellations and may not be a reliable indicator of future revenues or earnings.
−Removed: There can be no assurance that the revenues projected in our backlog will be realized or, if realized, will result in profits.
−Removed: Because of project cancellations or changes in project scope and schedule, we cannot predict with certainty when or if backlog will be performed.
−Removed: In addition, even where a project proceeds as scheduled, it is possible that contracted parties may default and fail to pay amounts owed to us or poor project performance could increase the cost associated with a project.
−Removed: Delays, suspensions, cancellations, payment defaults, scope changes and poor project execution could materially reduce or eliminate the revenues and profits that we actually realize from projects in backlog.
−Removed: Reductions in our backlog due to cancellation or modification by a customer or for other reasons may adversely affect, potentially to a material extent, the revenues and earnings we actually receive from contracts included in our backlog.
−Removed: Many of the contracts in our backlog provide for cancellation fees in the event customers cancel projects.
−Removed: These cancellation fees usually
−Removed: provide for reimbursement of our out-of-pocket costs, revenues for work performed prior to cancellation and a varying percentage of the profits we would have realized had the contract been completed.
−Removed: However, we typically have no contractual right upon cancellation to the total revenues reflected in our backlog.
−Removed: Projects may remain in our backlog for extended periods of time.
−Removed: If we experience significant project terminations, suspensions or scope adjustments to contracts reflected in our backlog, our financial condition, results of operations and cash flows may be adversely impacted.
We are subject to risks associated with contractual pricing in our industries, including the risk that, if our actual costs exceed the costs we estimate on our fixed-price contracts, our profitability will decline and we may suffer losses.
9 unchanged sentences
• difficulties in engaging third-party subcontractors, equipment manufacturers or materials suppliers or failures by third-party subcontractors, equipment manufacturers or materials suppliers to perform could result in project delays and cause us to incur additional costs.
−Removed: We recognize a large portion of our revenue on an over time basis which could result in volatility in our results of operations.
−Removed: We generally recognize revenues and profits under our long-term contracts on an over time basis.
−Removed: Accordingly, we review contract price and cost estimates regularly as the work progresses and reflect adjustments proportionate to our progress made towards completion in income in the period when we revise those estimates.
−Removed: To the extent these adjustments result in a reduction or an elimination of previously reported profits with respect to a project, we would recognize a charge against current earnings, which could be material.
−Removed: Our current estimates of our contract costs and the profitability of our long-term projects, although reasonably reliable when made, could change as a result of the uncertainties associated with these types of contracts, and if adjustments to overall contract costs are significant, the reductions or reversals of previously recorded revenue and profits could be material in future periods.
−Removed: If we fail to comply with government procurement laws and regulations, we could lose business and be liable for various penalties or sanctions.
−Removed: We must comply with laws and regulations relating to the formation, administration, and performance of U.S.
−Removed: Government contracts.
−Removed: These laws and regulations include the FAR, Defense Federal Acquisition Regulations, the Truth in Negotiations Act, CAS, and laws, regulations, and orders restricting the use and dissemination of classified information under the U.S.
−Removed: export control laws and the export of certain products and technical information.
−Removed: Certain government contracts provide audit rights by government agencies, including with respect to performance, costs, internal controls and compliance with applicable laws and regulations.
−Removed: In complying with these laws and regulations, we may incur significant costs, and non-compliance may result in the imposition of fines and penalties, including contractual damages.
−Removed: If we fail to comply with these laws and regulations or if a government audit, review, or investigation uncovers improper or illegal activities, we may be subject to civil penalties, criminal penalties, or administrative sanctions, including suspension or debarment from contracting with the U.S.
−Removed: Our reputation could suffer harm if allegations of impropriety were made or found against us, which could adversely affect our operating performance and may result in additional expenses and possible loss of revenue.
−Removed: Changes in our effective tax rate and tax positions may vary.
−Removed: We are subject to income taxes primarily in the U.S.
−Removed: A change in tax laws, treaties or regulations, or their interpretation, in any jurisdiction in which we operate could significantly impact our provision for income taxes, which could have a material impact on our earnings, cash flows from operations and value of our deferred tax assets or liabilities.
−Removed: In addition, significant judgment is required in determining our provision for income taxes.
−Removed: In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain, and we are regularly subject to audit by tax authorities.
−Removed: Although we believe that our tax estimates and tax positions are reasonable, they could be materially affected by many factors including the final outcome of tax audits and related litigation, the introduction of new tax accounting standards, legislation, regulations and related interpretations, the realizability of deferred tax assets and changes in uncertain tax positions.
−Removed: A significant increase in our tax rate could have a material adverse effect on our profitability and liquidity.
−Removed: A significant decrease in our tax rate could have a material adverse effect on our financial results in the implementation year due to the need to revalue our deferred tax assets to adjust for the lower future tax savings expected with the new tax rate and other potential charges.
−Removed: For example, on December 22, 2017, H.R.
−Removed: 1, the Tax Cuts and Jobs Act, was enacted, which reduced future tax rates resulting in a reduction in the value of our deferred tax assets.
+Added: Operational Risks
Our business could be negatively impacted by security threats, including physical and cybersecurity threats, and other disruptions.
3 unchanged sentences
Government contractor, we may be prone to a greater number of those threats than companies in other industries.
−Removed: These threats range from attacks common to most industries to more advanced and persistent threats from highly-organized adversaries targeting us because we are a U.S.
+Added: These threats range from
+Added: attacks common to most industries to more advanced and persistent threats from highly-organized adversaries targeting us because we are a U.S.
Government contractor.
11 unchanged sentences
Such disruptions and any other information technology system disruptions, and our ability to mitigate those disruptions, if not anticipated and appropriately mitigated, could have a material adverse effect on our business.
+Added: Actual or threatened public health epidemics or outbreaks, such as the recent outbreak of the COVID-19 illness, could have a material adverse effect on our business and results of operations.
+Added: Actual or threatened public health epidemics or outbreaks, such as the recent global outbreak of COVID-19, could have a material adverse effect on our business and results of operations.
+Added: COVID-19, which has been declared by the World Health Organization to be a pandemic, has spread to over 200 countries, including every state in the United States.
+Added: COVID-19 is impacting worldwide economic activity and has resulted in travel disruption, trade disruption and has affected companies’ operations around the world, including us.
+Added: A public health epidemic, including COVID-19, poses the risk that we or our employees, contractors, suppliers, customers and other partners may be prevented from conducting business activities for an indefinite period of time, including due to shutdowns that may be requested or mandated by governmental authorities.
+Added: If significant portions of our workforce are unable to work effectively, including because of illness, quarantines, government actions, facility closures or other restrictions in connection with the COVID-19 pandemic, our operations will likely be impacted.
+Added: Although our U.S.
+Added: and Canadian operations have to date been deemed "essential" by federal, state and local authorities and currently continue to operate, there can be no assurance that such authorities will not impose restrictions on the operations of our facilities as a result of the COVID-19 pandemic or that our facilities will continue to operate during the pandemic.
+Added: If our operations or the operations of our customers or our suppliers are restricted, we may be unable to perform fully on our contracts and our costs may increase as a result of the COVID-19 outbreak.
+Added: These cost increases may result in unfavorable changes in estimates which may not be fully recoverable or adequately covered by insurance or through government assistance programs such as the Coronavirus Aid, Relief and Economic Security Act in the U.S.
+Added: (the "CARES Act") or the Canada Emergency Wage Subsidy (the "CEWS").
+Added: While it is not possible at this time to estimate the impact that COVID-19 could have on our business, the continued spread of COVID-19 and the measures taken by the governments of countries affected, as well as measures taken by state and local authorities in the United States, could disrupt the supply chain and the manufacture or shipment of our products and adversely impact our business, financial condition or results of operations.
+Added: We have already experienced delays in the bidding and contracting process for our U.S.
+Added: Government businesses, as well as the rescheduling of certain services that our Canadian nuclear service business provides during nuclear power plant outages.
+Added: Additionally, we have noted a year over year decline in revenues in our medical radioisotopes and radiopharmaceuticals business due to a decrease in demand for elective diagnostic procedures.
+Added: More widespread or further delays could have a material adverse impact on our results of operations.
+Added: The COVID-19 outbreak and mitigation measures may also have an adverse impact on global economic conditions, which could have an adverse effect on our business.
+Added: The extent to which the COVID-19 outbreak impacts our business will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact.
+Added: Additionally, the Canadian Government may review and audit the wage subsidies received under the CEWS and could disallow benefits for which we have applied.
+Added: If these subsidies are reduced, disallowed or repealed due to changes in law or determination by the Canadian Government, it could have a material adverse effect on our financial condition, results of operations and cash flows.
+Added: Moreover, there may be public scrutiny of government aid beneficiaries and as a result, our reputation could be harmed by participating in the CEWS.
We rely on intellectual property law and confidentiality agreements to protect our intellectual property.
14 unchanged sentences
In the future, we may not be able to obtain necessary licenses on commercially reasonable terms, which could have a material adverse effect on our operations.
−Removed: We are involved in a number of legal proceedings.
−Removed: We cannot predict the outcome of litigation and other contingencies with certainty.
−Removed: Our business may be adversely affected by the outcome of legal proceedings, disputes and other contingencies that cannot be predicted with certainty.
−Removed: As required by GAAP, we estimate loss contingencies and establish reserves based on our assessment of contingencies where liability is deemed probable and reasonably estimable in light of the facts and circumstances known to us at a particular point in time.
−Removed: Subsequent developments in legal proceedings may affect our assessment and estimates of the loss contingency recorded as a liability or as a reserve against assets in our financial statements.
−Removed: For a description of current legal proceedings, see " Note 10 – Commitments and Contingencies" to our consolidated financial statements included in this Report.
−Removed: Maintaining adequate bonding and letter of credit capacity is necessary for us to successfully bid on and win various contracts.
−Removed: In line with industry practice, we are often required to post standby letters of credit and surety bonds to support contractual obligations to customers as well as other obligations.
−Removed: These letters of credit and bonds generally indemnify customers should we fail to perform our obligations under the applicable contracts.
−Removed: If a letter of credit or bond is required for a particular project and we are unable to obtain it due to insufficient liquidity or other reasons, we will not be able to pursue that project.
−Removed: We utilize bonding facilities, but, as is typically the case, the issuance of bonds under each of those facilities is at the surety's sole discretion.
−Removed: In addition, we have capacity limits under our credit facility for letters of credit.
−Removed: Moreover, due to events that affect the insurance and bonding and credit markets generally, bonding and letters of credit may be more difficult to obtain in the future or may only be available at significant additional cost.
−Removed: There can be no assurance that letters of credit or bonds will continue to be available to us on reasonable terms.
−Removed: Our inability to obtain adequate letters of credit and bonding and, as a result, to bid on new work could have a material adverse effect on our business, financial condition and results of operations.
−Removed: As of December 31, 2019 , we had $67.6 million in letters of credit and $73.3 million in surety bonds outstanding.
−Removed: Our debt exposes us to certain risks.
−Removed: As of December 31, 2019, the Company had $832.2 million in aggregate principal amount of debt outstanding.
−Removed: The terms of our credit facility and indenture impose various restrictions and covenants on us that could have adverse consequences, including:
−Removed: limiting our ability to react to changing economic, regulatory and industry conditions;
−Removed: limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industry;
−Removed: exposing us to the risk of higher interest rates on borrowings under our credit facility, which are subject to variable rates of interest;
−Removed: limiting our ability to invest in joint ventures or acquire other companies;
−Removed: limiting our ability to pay dividends to our stockholders or repurchase shares of our common stock;
−Removed: limiting our ability to borrow additional funds.
−Removed: Our failure to comply with these restrictions and covenants could adversely affect our liquidity and operations.
−Removed: In addition, the London Interbank Offered Rate ("LIBOR") and the Canadian Dollar Offered Rate ("CDOR") are used as interest rate benchmarks for establishing the variable rates of interest under our credit facility.
−Removed: LIBOR has been the subject of recent national, international and other regulatory guidance and proposals for reform.
−Removed: In 2017, the United Kingdom's Financial Conduct Authority, which regulates LIBOR, announced that it intends to stop persuading or compelling banks to submit the rates to calculate LIBOR after 2021.
−Removed: These reforms and other pressures may in the future cause LIBOR, or CDOR, to cease to exist or to perform differently than in the past.
−Removed: The consequences of these developments cannot be entirely predicted, but could result in new interest rate benchmarks being used for our credit facility, which could result in an increase in our variable rates of interest and interest expense.
−Removed: Our business strategy includes acquisitions and strategic investments to support our growth, which can create certain risks and uncertainties.
−Removed: We intend to pursue growth through the acquisition of, or strategic investments in, businesses or assets that we believe will enable us to strengthen our existing businesses and expand into adjacent industries.
−Removed: We may be unable to execute this growth strategy if we cannot identify suitable businesses or assets, reach agreement on potential strategic acquisitions on acceptable terms or for other reasons.
−Removed: Business acquisitions involve certain risks, including:
−Removed: difficulties relating to the assimilation of personnel, services and systems of an acquired business and the assimilation of marketing and other operational capabilities;
−Removed: challenges resulting from unanticipated changes in customer relationships after the acquisition;
−Removed: additional financial and accounting challenges and complexities in areas such as tax planning, treasury management, forecasting, financial reporting and internal controls;
−Removed: assumption of liabilities of an acquired business, including liabilities that were unknown at the time the acquisition transaction was negotiated;
−Removed: diversion of management's attention from day-to-day operations;
−Removed: failure to realize anticipated benefits, such as cost savings and revenue enhancements;
−Removed: potentially substantial transaction costs associated with business combinations;
−Removed: potential impairment of goodwill or other intangible assets resulting from the overpayment for an acquisition.
−Removed: Acquisitions may be funded by the issuance of additional equity or debt financing, which may not be available on attractive terms.
−Removed: Our ability to secure such financing will depend in part on prevailing capital market conditions, as well as conditions in our business and operating results.
−Removed: Moreover, to the extent an acquisition transaction financed by non-equity consideration results in goodwill, it will reduce our tangible net worth, which might have an adverse effect on potential credit and bonding capacity.
−Removed: Additionally, an acquisition may bring us into businesses we have not previously conducted and expose us to additional business risks that are different than those we have historically experienced.
−Removed: Our business strategy also includes development and commercialization of new technologies to support our growth, which requires significant investment and involves various risks and uncertainties.
−Removed: These new technologies may not achieve desired commercial or financial results.
−Removed: Our future growth will depend on our ability to continue to innovate by developing and commercializing new product and service offerings.
−Removed: Investments in new technologies involve varying degrees of uncertainties and risk.
−Removed: Commercial success depends on many factors, including the levels of innovation, the development costs and the availability of capital resources to fund those costs, the levels of competition from others developing similar or other competing technologies, our ability to obtain or maintain government permits or certifications, the effectiveness of production, distribution and marketing efforts, market acceptance and the costs to customers to deploy and provide support for the new technologies.
−Removed: We may not achieve significant revenue from new product and service investments for a number of years, if at all.
−Removed: Additionally, there can be no assurance that the current technologies that our businesses rely upon will remain competitive, or that competing technologies will not disrupt our business.
−Removed: Moreover, new products and services may not be profitable, and, even if they are profitable, our operating margins from new products and services may not be as high as the margins we have experienced historically.
−Removed: Lastly, new technologies may not be patentable and, as a result, we may face increased competition.
−Removed: Among our opportunities involving new technologies, we are developing new medical isotope technology.
−Removed: The costs to develop and commercialize this technology require a substantial amount of investment over a period of years, and commercialization of this technology also requires authorizations from government agencies, including the U.S.
−Removed: Food and Drug Administration ("FDA"), Health Canada and the CNSC.
−Removed: There can be no assurance that we will be successful in addressing all of the technological challenges to developing and commercializing this technology or in obtaining the required authorizations from the FDA, Health Canada or the CNSC.
−Removed: In addition, commercialization of the medical radioisotope technology could subject us to product liability claims.
−Removed: The potential also exists for competitors to emerge with alternative technologies.
−Removed: We can provide no assurance that those competitors will not develop and commercialize similar or superior technologies sooner than we can or at a significant cost or price advantage.
Our operations are subject to operating risks, which could expose us to potentially significant professional liability, product liability, warranty and other claims.
13 unchanged sentences
We endeavor to identify and obtain, in established markets, insurance agreements to cover significant risks and liabilities.
−Removed: Insurance against some of the risks inherent in our operations is either unavailable or available only at rates or on terms that we consider uneconomical.
+Added: Insurance against some of the risks inherent in our operations is either unavailable or available only at rates or on terms that we
+Added: consider uneconomical.
Also, catastrophic events customarily result in decreased coverage limits, more limited coverage, additional exclusions in coverage, increased premium costs and increased deductibles and self-insured retentions.
−Removed: Risks that we have frequently found difficult to cost-effectively insure against include, but are not limited to, business interruption, property losses from wind, flood and earthquake events, nuclear hazards and war, pollution liability, liabilities related to occupational health exposures (including asbestos), professional liability/errors and omissions coverage, the failure, misuse or unavailability of our information systems, the failure of security measures designed to protect our information systems from security
−Removed: breaches, and liability related to risk of loss of our work in progress and customer-owned materials in our care, custody and control.
+Added: Risks that we have frequently found difficult to cost-effectively insure against include, but are not limited to, business interruption, property losses from wind, flood and earthquake events, nuclear hazards and war, pollution liability, liabilities related to occupational health exposures (including asbestos), professional liability/errors and omissions coverage, the failure, misuse or unavailability of our information systems, the failure of security measures designed to protect our information systems from security breaches, and liability related to risk of loss of our work in progress and customer-owned materials in our care, custody and control.
Depending on competitive conditions and other factors, we endeavor to obtain contractual protection against certain uninsured risks from our customers.
20 unchanged sentences
In conjunction with the spin-off, claims and liabilities associated with the asbestos personal injury, property damage and indirect property damage claims mentioned above have been expressly assumed by BWE pursuant to the master separation agreement between us and BWE.
+Added: Negotiations with labor unions and possible work stoppages and other labor problems could divert management's attention and disrupt operations.
+Added: In addition, new collective bargaining agreements or amendments to agreements could increase our labor costs and operating expenses.
+Added: A significant number of our employees are members of labor unions.
+Added: If we are unable to negotiate acceptable new contracts with our unions from time to time, we could experience strikes or other work stoppages by the affected employees.
+Added: If any such strikes or other work stoppages were to occur, we could experience a significant disruption of operations.
+Added: In addition, negotiations with unions could divert management attention.
+Added: New union contracts could result in increased operating costs, as a result of higher wages or benefit expenses, for both union and nonunion employees.
+Added: If nonunion employees were to unionize, we would experience higher ongoing labor costs.
+Added: We rely on single-source suppliers, which could, under certain circumstances, adversely affect our revenues and operating results.
+Added: We rely on several single-source suppliers for materials used in our products in our Nuclear Operations Group segment.
+Added: If the supply of a single-sourced material is delayed or ceases, we may not be able to produce the related product in a timely
+Added: manner or in sufficient quantities, if at all, which could adversely affect our revenues and operating results.
+Added: In addition, a single-source supplier of a key component could potentially exert significant bargaining power over price, quality, warranty claims or other terms relating to the single-sourced materials, which could have a material adverse effect on our financial condition, results of operations and cash flows.
+Added: Maintaining adequate bonding and letter of credit capacity is necessary for us to successfully bid on and win various contracts.
+Added: In line with industry practice, we are often required to post standby letters of credit and surety bonds to support contractual obligations to customers as well as other obligations.
+Added: These letters of credit and bonds generally indemnify customers should we fail to perform our obligations under the applicable contracts.
+Added: If a letter of credit or bond is required for a particular project and we are unable to obtain it due to insufficient liquidity or other reasons, we will not be able to pursue that project.
+Added: We utilize bonding facilities, but, as is typically the case, the issuance of bonds under each of those facilities is at the surety's sole discretion.
+Added: In addition, we have capacity limits under our credit facility for letters of credit.
+Added: Moreover, due to events that affect the insurance and bonding and credit markets generally, bonding and letters of credit may be more difficult to obtain in the future or may only be available at significant additional cost.
+Added: There can be no assurance that letters of credit or bonds will continue to be available to us on reasonable terms.
+Added: Our inability to obtain adequate letters of credit and bonding and, as a result, to bid on new work could have a material adverse effect on our business, financial condition and results of operations.
+Added: As of December 31, 2020, we had $68.3 million in letters of credit and $73.7 million in surety bonds outstanding.
+Added: Our business strategy includes acquisitions and strategic investments to support our growth, which can create certain risks and uncertainties.
+Added: We intend to pursue growth through the acquisition of, or strategic investments in, businesses or assets that we believe will enable us to strengthen our existing businesses and expand into adjacent industries.
+Added: We may be unable to execute this growth strategy if we cannot identify suitable businesses or assets, reach agreement on potential strategic acquisitions on acceptable terms or for other reasons.
+Added: Acquisitions may be funded by the issuance of additional equity or debt financing, which may not be available on attractive terms.
+Added: Our ability to secure such financing will depend in part on prevailing capital market conditions, as well as conditions in our business and operating results.
+Added: Moreover, to the extent an acquisition transaction financed by non-equity consideration results in goodwill, it will reduce our tangible net worth, which might have an adverse effect on potential credit and bonding capacity.
+Added: Additionally, an acquisition may bring us into businesses we have not previously conducted and expose us to additional business risks that are different than those we have historically experienced.
+Added: Our business strategy also includes development and commercialization of new technologies to support our growth, which requires significant investment and involves various risks and uncertainties.
+Added: These new technologies may not achieve desired commercial or financial results.
+Added: Our future growth will depend on our ability to continue to innovate by developing and commercializing new product and service offerings.
+Added: Investments in new technologies involve varying degrees of uncertainties and risk.
+Added: Commercial success depends on many factors, including the levels of innovation, the development costs and the availability of capital resources to fund those costs, the levels of competition from others developing similar or other competing technologies, our ability to obtain or maintain government permits or certifications, the effectiveness of production, distribution and marketing efforts, market acceptance and the costs to customers to deploy and provide support for the new technologies.
+Added: We may not achieve significant revenue from new product and service investments for a number of years, if at all.
+Added: Additionally, there can be no assurance that the current technologies that our businesses rely upon will remain competitive, or that competing technologies will not disrupt our business.
+Added: Moreover, new products and services may not be profitable, and, even if they are profitable, our operating margins from new products and services may not be as high as the margins we have experienced historically.
+Added: Lastly, new technologies may not be patentable and, as a result, we may face increased competition.
+Added: Among our opportunities involving new technologies, we are developing new medical radioisotope technology.
+Added: The costs to develop and commercialize this technology require a substantial amount of investment over a period of years, and commercialization of this technology also requires authorizations from government agencies, including the U.S.
+Added: Food and Drug Administration ("FDA"), Health Canada and the CNSC.
+Added: There can be no assurance that we will be successful in addressing all of the technological challenges to developing and commercializing this technology or in obtaining the required authorizations from the FDA, Health Canada or the CNSC.
+Added: In addition, commercialization of the medical radioisotope technology could
+Added: subject us to product liability claims.
+Added: The potential also exists for competitors to emerge with alternative technologies.
+Added: We can provide no assurance that those competitors will not develop and commercialize similar or superior technologies sooner than we can or at a significant cost or price advantage.
+Added: We conduct a portion of our operations through joint venture entities, over which we may have limited ability to influence.
+Added: We currently have equity interests in several joint ventures and may enter into additional joint venture arrangements in the future.
+Added: Our influence over some of these entities may be limited.
+Added: Even in those joint ventures over which we do exercise significant influence, we are often required to consider the interests of our joint venture partners in connection with major decisions concerning the operations of the joint ventures.
+Added: In any case, differences in views among the joint venture participants may result in delayed decisions or disputes.
+Added: We also cannot control the actions of our joint venture partners.
+Added: We sometimes have joint and several liabilities with our joint venture partners under the applicable contracts for joint venture projects and we cannot be certain that our partners will be able to satisfy any potential liability that could arise.
+Added: These factors could potentially harm the business and operations of a joint venture and, in turn, our business and operations.
+Added: Operating through joint ventures in which we are minority holders results in us having limited control over many decisions made with respect to projects and internal controls relating to projects.
+Added: These joint ventures may not be subject to the same requirements regarding internal controls and internal control over financial reporting that we follow.
+Added: As a result, internal control problems may arise with respect to the joint ventures that could adversely affect our ability to respond to requests or contractual obligations to customers or to meet the internal control requirements to which we are otherwise subject.
+Added: In addition, our arrangements involving joint ventures may restrict us from gaining access to the cash flows or assets of these entities.
+Added: In some cases, our joint ventures have governmentally imposed restrictions on their abilities to transfer funds to us.
+Added: If our co-venturers fail to perform their contractual obligations on a project or if we fail to coordinate effectively with our co-venturers, we could be exposed to legal liability, loss of reputation and reduced profit on the project.
+Added: We often perform projects jointly with third parties.
+Added: For example, we enter into contractual arrangements to bid for and perform jointly on large projects.
+Added: Success on these joint projects depends in part on whether our co-venturers fulfill their contractual obligations satisfactorily.
+Added: If any one or more of these third parties fail to perform their contractual obligations satisfactorily, we may be required to make additional investments and provide added services in order to compensate for that failure.
+Added: If we are unable to adequately address any such performance issues, then our customer may exercise its right to terminate a joint project, exposing us to legal liability, loss of reputation and reduced profit.
+Added: Our collaborative arrangements also involve risks that participating parties may disagree on business decisions and strategies.
+Added: These disagreements could result in delays, additional costs and risks of litigation.
+Added: Our inability to successfully maintain existing collaborative relationships or enter into new collaborative arrangements could have a material adverse effect on our results of operations.
+Added: Accounting and Financial Reporting Risks
+Added: We recognize a large portion of our revenue on an over time basis which could result in volatility in our results of operations.
+Added: We generally recognize revenues and profits under our long-term contracts on an over time basis.
+Added: Accordingly, we review contract price and cost estimates regularly as the work progresses and reflect adjustments proportionate to our progress made towards completion in income in the period when we revise those estimates.
+Added: To the extent these adjustments result in a reduction or an elimination of previously reported profits with respect to a project, we would recognize a charge against current earnings, which could be material.
+Added: Our current estimates of our contract costs and the profitability of our long-term projects, although reasonably reliable when made, could change as a result of the uncertainties associated with these types of contracts, and if adjustments to overall contract costs are significant, the reductions or reversals of previously recorded revenue and profits could be material in future periods.
+Added: Our backlog is subject to unexpected adjustments and cancellations and may not be a reliable indicator of future revenues or earnings.
+Added: There can be no assurance that the revenues projected in our backlog will be realized or, if realized, will result in profits.
+Added: Because of project cancellations or changes in project scope and schedule, we cannot predict with certainty when or if backlog will be performed.
+Added: In addition, even where a project proceeds as scheduled, it is possible that contracted parties may default and fail to pay amounts owed to us or poor project performance could increase the cost associated with a project.
+Added: Delays, suspensions, cancellations, payment defaults, scope changes and poor project execution could materially reduce or eliminate the revenues and profits that we actually realize from projects in backlog.
+Added: Reductions in our backlog due to cancellation or modification by a customer or for other reasons may adversely affect, potentially to a material extent, the revenues and earnings we actually receive from contracts included in our backlog.
+Added: Many of the contracts in our backlog provide for cancellation fees in the event customers cancel projects.
+Added: These cancellation fees usually provide for reimbursement of our out-of-pocket costs, revenues for work performed prior to cancellation and a varying percentage of the profits we would have realized had the contract been completed.
+Added: However, we typically have no contractual right upon cancellation to the total revenues reflected in our backlog.
+Added: Projects may remain in our backlog for extended periods of time.
+Added: If we experience significant project terminations, suspensions or scope adjustments to contracts reflected in our backlog, our financial condition, results of operations and cash flows may be adversely impacted.
+Added: Pension and medical expenses associated with our retirement benefit plans may fluctuate significantly depending on changes in actuarial assumptions, future market performance of plan assets, future trends in health care costs and legislative or other regulatory actions.
+Added: A substantial portion of our current and retired employee population is covered by pension and postretirement benefit plans, the costs and funding requirements of which depend on our various assumptions, including estimates of rates of return on benefit-related assets, discount rates for future payment obligations, rates of future cost growth, mortality assumptions and trends for future costs.
+Added: Service accruals for salaried participants ceased as of December 31, 2015.
+Added: Variances from these estimates could have a material adverse effect on us.
+Added: In addition, our policy to recognize these variances annually through mark to market accounting could result in volatility in our results of operations, which could be material.
+Added: As of December 31, 2020, we had underfunded defined benefit pension and postretirement benefit plans with obligations totaling approximately $(174.5) million.
+Added: A substantial portion of our postretirement benefit plan costs are recoverable on our U.S.
+Added: Government contracts.
+Added: See Note 7 to our consolidated financial statements included in this Report for additional information regarding our pension and postretirement benefit plan obligations.
+Added: Legal, Regulatory and Compliance Risks
+Added: We are involved in a number of legal proceedings.
+Added: We cannot predict the outcome of litigation and other contingencies with certainty.
+Added: Our business may be adversely affected by the outcome of legal proceedings, disputes and other contingencies that cannot be predicted with certainty.
+Added: As required by GAAP, we estimate loss contingencies and establish reserves based on our assessment of contingencies where liability is deemed probable and reasonably estimable in light of the facts and circumstances known to us at a particular point in time.
+Added: Subsequent developments in legal proceedings may affect our assessment and estimates of the loss contingency recorded as a liability or as a reserve against assets in our financial statements.
+Added: For a description of current legal proceedings, see "Note 10 – Commitments and Contingencies" to our consolidated financial statements included in this Report.
+Added: If we fail to comply with government procurement laws and regulations, we could lose business and be liable for various penalties or sanctions.
+Added: We must comply with laws and regulations relating to the formation, administration, and performance of U.S.
+Added: Government contracts.
+Added: These laws and regulations include the FAR, Defense Federal Acquisition Regulations, the Truth in Negotiations Act, CAS, and laws, regulations, and orders restricting the use and dissemination of classified information under the U.S.
+Added: export control laws and the export of certain products and technical information.
+Added: Certain government contracts provide audit rights by government agencies, including with respect to performance, costs, internal controls and compliance with applicable laws and regulations.
+Added: In complying with these laws and regulations, we may incur significant costs, and non-compliance may result in the imposition of fines and penalties, including contractual damages.
+Added: If we fail to comply with these laws and regulations or if a government audit, review, or investigation uncovers improper or illegal activities, we may be subject to civil penalties, criminal penalties, or administrative sanctions, including suspension or debarment from contracting
+Added: with the U.S.
+Added: Our reputation could suffer harm if allegations of impropriety were made or found against us, which could adversely affect our operating performance and may result in additional expenses and possible loss of revenue.
+Added: Employee, agent or partner misconduct or our overall failure to comply with laws, regulations or government contracts could weaken our ability to win contracts, lead to the suspension of our operations and result in reduced revenues and profits.
+Added: Misconduct, fraud, or other improper activities by one or more of our employees, agents or partners, as well as our failure to comply with applicable laws and regulations, could have a significant negative impact on our business and reputation.
+Added: Such misconduct could include the failure to comply with government procurement regulations, regulations regarding the protection of classified and other information, regulations regarding the pricing of labor and other costs in government contracts, regulations on lobbying or similar activities, regulations pertaining to the internal controls over financial reporting and various other applicable laws or regulations.
+Added: For example, we regularly provide services that may be highly sensitive or that are related to critical national security matters;
+Added: if a security breach were to occur, our ability to procure future government contracts could be severely limited.
+Added: The precautions we take to prevent and detect these activities may not be effective, and we could face unknown risks or losses.
+Added: We are routinely audited and reviewed by the U.S.
+Added: Government and its agencies.
+Added: These agencies review our performance under our contracts, our cost structure and our compliance with applicable laws, regulations and standards, as well as the adequacy of, and our compliance with, our internal control systems and policies.
+Added: Systems that are subject to review include our purchasing systems, billing systems, property management and control systems, cost estimating systems, compensation systems and management information systems.
+Added: Any costs found to be improperly allocated to a specific contract will not be reimbursed or must be refunded if already reimbursed.
+Added: If an audit or review uncovers improper or illegal activities, we could be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines, loss of security clearance and suspension or debarment from contracting with the U.S.
+Added: In addition, we could suffer serious reputational harm if allegations of impropriety were made against us.
Our nuclear operations subject us to various environmental, regulatory, financial and other risks.
10 unchanged sentences
Government contracts.
−Removed: Government contract laws and regulations affect how we do business with our customers and, in some instances, impose added
−Removed: costs on our business.
+Added: Government contract laws and regulations affect how we do business with our customers and, in some instances, impose added costs on our business.
A violation of specific laws and regulations could result in the imposition of fines and penalties or the termination of our contracts or debarment from bidding on contracts.
3 unchanged sentences
The Price-Anderson Act comprehensively regulates the manufacture, use and storage of radioactive materials, while promoting the nuclear industry by offering broad indemnification to commercial nuclear power plant operators and DOE contractors.
−Removed: Because we provide nuclear fabrication and other services to the DOE relating to its nuclear devices, facilities and other programs and the nuclear power industry in the ongoing maintenance and modifications of its nuclear power plants, including the manufacture of equipment and other components for use in such nuclear power plants, we may be entitled to some of the indemnification protections under the Price-Anderson Act against liability arising from nuclear incidents in the U.S.
+Added: Because we provide nuclear fabrication and other services to the DOE relating to its nuclear devices, facilities and other programs and the nuclear power industry in the ongoing maintenance and
+Added: modifications of its nuclear power plants, including the manufacture of equipment and other components for use in such nuclear power plants, we may be entitled to some of the indemnification protections under the Price-Anderson Act against liability arising from nuclear incidents in the U.S.
The indemnification authority under the Price-Anderson Act was extended through December 2025 by the Energy Policy Act of 2005.
24 unchanged sentences
Such expenditures and liabilities may adversely affect our business, financial condition, results of operations and cash flows.
−Removed: In addition, some of our operations and the operations of predecessor owners of some of our properties have exposed us to civil claims by third parties for liability
−Removed: resulting from alleged contamination of the environment or personal injuries caused by releases of hazardous substances into the environment.
+Added: In addition, some of our operations and the operations of predecessor owners of some of our properties have exposed us to civil claims by third parties for liability resulting from alleged contamination of the environment or personal injuries caused by releases of hazardous substances into the environment.
See Item 1, "Business - Governmental Regulations and Environmental Matters."
2 unchanged sentences
We maintain insurance coverage as part of our overall risk management strategy and due to requirements to maintain specific coverage in our financing agreements and in many of our contracts.
−Removed: These policies do not protect us against all liabilities associated with accidents or for unrelated claims.
+Added: These policies do not protect us against all
+Added: liabilities associated with accidents or for unrelated claims.
In addition, comparable insurance may not continue to be available to us in the future at acceptable prices, or at all.
−Removed: We are subject to domestic and international laws and regulations, violations of which may adversely affect our future operations.
−Removed: Many aspects of our operations and properties are affected by political developments and are subject to both domestic and foreign governmental regulations, including those relating to:
−Removed: constructing and manufacturing nuclear components;
−Removed: currency conversions and repatriation;
−Removed: environmental protection legislation;
−Removed: export control;
−Removed: taxation of earnings;
−Removed: transactions in or with certain foreign countries or officials, such as those designated by the Office of Foreign Assets Control of the U.S.
−Removed: Department of the Treasury;
−Removed: use of local employees and suppliers.
−Removed: Failure by us, our sales representatives, or consultants to comply with these laws and regulations could result in administrative, civil, or criminal liabilities and could, in the extreme case, result in suspension or debarment from government contracts or suspension of our export privileges, which could have a material adverse effect on our business.
−Removed: In addition, a portion of the demand for our products and services is from electric power generating companies and other customers.
−Removed: The demand for power generation products and services can be influenced by state and federal governmental legislation setting requirements for utilities related to operations, emissions and environmental impacts.
−Removed: The legislative process is unpredictable and includes a platform that continuously seeks to increase the restrictions on power producers.
−Removed: We cannot determine the extent to which our future operations and earnings may be affected by new legislation, new regulations or changes in existing regulations.
Our business requires us to obtain, and to comply with, national, state and local government permits and approvals.
13 unchanged sentences
Our inability to obtain, and to comply with, the permits and approvals required for our business could have a material adverse effect on us.
−Removed: Employee, agent or partner misconduct or our overall failure to comply with laws, regulations or government contracts could weaken our ability to win contracts, lead to the suspension of our operations and result in reduced revenues and profits.
−Removed: Misconduct, fraud, or other improper activities by one or more of our employees, agents or partners as well as our failure to comply with applicable laws and regulations, could have a significant negative impact on our business and reputation.
−Removed: Such misconduct could include the failure to comply with government procurement regulations, regulations regarding the protection of classified and other information, regulations regarding the pricing of labor and other costs in government contracts, regulations on lobbying or similar activities, regulations pertaining to the internal controls over financial reporting and various other applicable laws or regulations.
−Removed: For example, we regularly provide services that may be highly sensitive or that are related to critical national security matters;
−Removed: if a security breach were to occur, our ability to procure future government contracts could be severely limited.
−Removed: The precautions we take to prevent and detect these activities may not be effective, and we could face unknown risks or losses.
−Removed: We are routinely audited and reviewed by the U.S.
−Removed: Government and its agencies.
−Removed: These agencies review our performance under our contracts, our cost structure and our compliance with applicable laws, regulations and standards, as well as the adequacy of, and our compliance with, our internal control systems and policies.
−Removed: Systems that are subject to review include our purchasing systems, billing systems, property management and control systems, cost estimating systems, compensation systems and management information systems.
−Removed: Any costs found to be improperly allocated to a specific contract will not be reimbursed or must be refunded if already reimbursed.
−Removed: If an audit or review uncovers improper or illegal activities, we could be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines, loss of security clearance and suspension or debarment from contracting with the U.S.
−Removed: In addition, we could suffer serious reputational harm if allegations of impropriety were made against us.
−Removed: We conduct a portion of our operations through joint venture entities, over which we may have limited ability to influence.
−Removed: We currently have equity interests in several joint ventures and may enter into additional joint venture arrangements in the future.
−Removed: Our influence over some of these entities may be limited.
−Removed: Even in those joint ventures over which we do exercise significant influence, we are often required to consider the interests of our joint venture partners in connection with major decisions concerning the operations of the joint ventures.
−Removed: In any case, differences in views among the joint venture participants may result in delayed decisions or disputes.
−Removed: We also cannot control the actions of our joint venture partners.
−Removed: We sometimes have joint and several liabilities with our joint venture partners under the applicable contracts for joint venture projects and we cannot be certain that our partners will be able to satisfy any potential liability that could arise.
−Removed: These factors could potentially harm the business and operations of a joint venture and, in turn, our business and operations.
−Removed: Operating through joint ventures in which we are minority holders results in us having limited control over many decisions made with respect to projects and internal controls relating to projects.
−Removed: These joint ventures may not be subject to the same requirements regarding internal controls and internal control over financial reporting that we follow.
−Removed: As a result, internal control problems may arise with respect to the joint ventures that could adversely affect our ability to respond to requests or contractual obligations to customers or to meet the internal control requirements to which we are otherwise subject.
−Removed: In addition, our arrangements involving joint ventures may restrict us from gaining access to the cash flows or assets of these entities.
−Removed: In some cases, our joint ventures have governmentally imposed restrictions on their abilities to transfer funds to us.
−Removed: If our co-venturers fail to perform their contractual obligations on a project or if we fail to coordinate effectively with our co-venturers, we could be exposed to legal liability, loss of reputation and reduced profit on the project.
−Removed: We often perform projects jointly with third parties.
−Removed: For example, we enter into contractual arrangements to bid for and perform jointly on large projects.
−Removed: Success on these joint projects depends in part on whether our co-venturers fulfill their
−Removed: contractual obligations satisfactorily.
−Removed: If any one or more of these third parties fail to perform their contractual obligations satisfactorily, we may be required to make additional investments and provide added services in order to compensate for that failure.
−Removed: If we are unable to adequately address any such performance issues, then our customer may exercise its right to terminate a joint project, exposing us to legal liability, loss of reputation and reduced profit.
−Removed: Our collaborative arrangements also involve risks that participating parties may disagree on business decisions and strategies.
−Removed: These disagreements could result in delays, additional costs and risks of litigation.
−Removed: Our inability to successfully maintain existing collaborative relationships or enter into new collaborative arrangements could have a material adverse effect on our results of operations.
−Removed: The loss of the services of one or more of our key personnel, or our failure to attract, assimilate and retain trained personnel in the future, could disrupt our operations and result in loss of revenues.
−Removed: Our success depends on the continued active participation of our executive officers and key operating personnel.
−Removed: The unexpected loss of the services of any one of these persons could adversely affect our operations.
−Removed: Our operations require the services of employees having the technical training and experience necessary to obtain the proper operational results.
−Removed: Certain of our operations also require personnel who are eligible to obtain and maintain U.S.
−Removed: Government security clearances.
−Removed: As such, our operations depend, to a considerable extent, on the continuing availability of such employees and personnel.
−Removed: Additionally, the process of obtaining the requisite security clearances for some of our personnel can be subject to delays and other factors beyond our control.
−Removed: If we should suffer any material loss of personnel to competitors, retirement or other reasons, or experience difficulties employing additional or replacement personnel with the requisite level of training, experience and qualifications to adequately operate our business, our operations could be adversely affected.
−Removed: While we believe our wage rates are competitive and our relationships with our employees are satisfactory, a significant increase in the wages paid by other employers could result in a reduction in our workforce, increases in wage rates, or both.
−Removed: Negotiations with labor unions and possible work stoppages and other labor problems could divert management's attention and disrupt operations.
−Removed: In addition, new collective bargaining agreements or amendments to agreements could increase our labor costs and operating expenses.
−Removed: A significant number of our employees are members of labor unions.
−Removed: If we are unable to negotiate acceptable new contracts with our unions from time to time, we could experience strikes or other work stoppages by the affected employees.
−Removed: If any such strikes or other work stoppages were to occur, we could experience a significant disruption of operations.
−Removed: In addition, negotiations with unions could divert management attention.
−Removed: New union contracts could result in increased operating costs, as a result of higher wages or benefit expenses, for both union and nonunion employees.
−Removed: If nonunion employees were to unionize, we would experience higher ongoing labor costs.
−Removed: Pension and medical expenses associated with our retirement benefit plans may fluctuate significantly depending on changes in actuarial assumptions, future market performance of plan assets, future trends in health care costs and legislative or other regulatory actions.
−Removed: A substantial portion of our current and retired employee population is covered by pension and postretirement benefit plans, the costs and funding requirements of which depend on our various assumptions, including estimates of rates of return on benefit-related assets, discount rates for future payment obligations, rates of future cost growth, mortality assumptions and trends for future costs.
−Removed: Service accruals for salaried participants ceased as of December 31, 2015.
−Removed: Variances from these estimates could have a material adverse effect on us.
−Removed: In addition, our policy to recognize these variances annually through mark to market accounting could result in volatility in our results of operations, which could be material.
−Removed: As of December 31, 2019 , we had underfunded defined benefit pension and postretirement benefit plans with obligations totaling approximately $(199.8) million .
−Removed: A substantial portion of our postretirement benefit plan costs are recoverable on our U.S.
−Removed: Government contracts.
−Removed: See Note 7 to our consolidated financial statements included in this Report for additional information regarding our pension and postretirement benefit plan obligations.
−Removed: Our internal controls over financial reporting may not be sufficient to achieve all stated goals and objectives.
−Removed: Our internal controls and procedures were developed through a process in which our management applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding the control objectives.
−Removed: The design of any system of internal controls and procedures is based in part upon various
−Removed: assumptions about the likelihood of future events, and we cannot provide assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
−Removed: We rely on single-source suppliers, which could, under certain circumstances, adversely affect our revenues and operating results.
−Removed: We rely on several single-source suppliers for materials used in our products in our Nuclear Operations Group segment.
−Removed: If the supply of a single-sourced material is delayed or ceases, we may not be able to produce the related product in a timely manner or in sufficient quantities, if at all, which could adversely affect our revenues and operating results.
−Removed: In addition, a single-source supplier of a key component could potentially exert significant bargaining power over price, quality, warranty claims or other terms relating to the single-sourced materials, which could have a material adverse effect on our financial condition, results of operations and cash flows.
−Removed: We could be adversely affected by violations of the U.S.
−Removed: Foreign Corrupt Practices Act.
−Removed: Foreign Corrupt Practices Act (the "FCPA") generally prohibits companies and their intermediaries from making improper payments to non-U.S.
−Removed: Our training program and policies mandate compliance with the FCPA.
−Removed: We operate in some parts of the world that have experienced governmental corruption to some degree, and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices.
−Removed: If we are found to be liable for violations of the FCPA (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others, including employees of our joint ventures), we could suffer from civil and criminal penalties or other sanctions.
−Removed: We may not be able to compete successfully against current and future competitors.
−Removed: Some of our competitors or potential competitors have greater financial or other resources than we have and in some cases are government-supported.
−Removed: Our operations may be adversely affected if our current competitors or new market entrants introduce new products or services with better features, technology, performance, prices or other characteristics than those of our products and services.
−Removed: Furthermore, we operate in industries where capital investment is critical.
−Removed: We may not be able to obtain as much purchasing and borrowing leverage and access to capital for investment as other companies, which may impair our ability to compete against competitors or potential competitors.
−Removed: Our international operations may be subject to political, economic and other uncertainties not generally encountered in our domestic operations.
−Removed: For the year ended December 31, 2019 , our revenues from international operations comprised approximately 17% of our total consolidated revenues.
−Removed: Operating in international markets requires significant resources and management attention and subjects us to political, economic and regulatory risks that are not generally encountered in our U.S.
−Removed: These include:
−Removed: renegotiation or nullification of our existing contracts;
−Removed: changing political conditions and changing laws and policies affecting trade and investment;
−Removed: changes in foreign currency exchange rates.
−Removed: In addition, we rely on some international suppliers for some of the materials used in our products.
−Removed: Disruptions or changes to the economics of supply arrangements due to international market risks could have a material impact on our financial condition, results of operations and cash flows.
−Removed: Our international operations sometimes face the additional risks of fluctuating currency values, hard currency shortages and controls of foreign currency exchange.
−Removed: See Note 15 to our consolidated financial statements included in this Report for additional information about our operations in different geographic areas.
−Removed: Natural disasters or other events beyond our control could adversely impact our business.
−Removed: We rely on our highly specialized facilities and information technology systems to manufacture products, provide services and otherwise perform our contracts.
−Removed: Natural disasters, such as earthquakes, tsunamis, hurricanes, floods, tornados, or other events could cause disruption to our facilities, systems or projects, which could interrupt operational processes and
−Removed: performance on our contracts and adversely impact our ability to manufacture our products and provide services and support to our customers, which could have a material impact on our financial condition, results of operations and cash flows.
−Removed: War, other armed conflicts or terrorist attacks could have a material adverse effect on our business.
−Removed: War, terrorist attacks and unrest have caused and may continue to cause instability in the world's financial and commercial markets and have significantly increased political and economic instability in some of the geographic areas in which we operate.
−Removed: Threats of war or other armed conflict may cause further disruption to financial and commercial markets.
−Removed: In addition, continued unrest could lead to acts of terrorism in the U.S.
−Removed: or elsewhere, and acts of terrorism could be directed against companies such as ours.
−Removed: Also, acts of terrorism and threats of armed conflicts in or around various areas in which we operate could limit or disrupt our markets and operations, including disruptions from evacuation of personnel, cancellation of contracts or the loss of personnel or assets.
−Removed: Armed conflicts, terrorism and their effects on us or our markets may significantly affect our business and results of operations in the future.
−Removed: Risks Relating to the Spin-Off of Our Former Power Generation Business
−Removed: Potential indemnification liabilities relating to the spin-off could materially adversely affect us.
−Removed: In connection with the spin-off, we entered into agreements with BWE to provide for, among other things, the principal corporate transactions required to effect the planned spin-off, certain conditions to the spin-off and provisions governing the relationship between us and BWE with respect to and resulting from the spin-off.
−Removed: Among other things, these agreements provided for indemnification obligations designed to make us financially responsible for substantially all liabilities that may exist relating to our business activities, whether incurred prior to or after the spin-off.
−Removed: If we are required to indemnify BWE, we may be subject to substantial liabilities.
−Removed: BWE agreed to indemnify us for certain liabilities in connection with the spin-off.
−Removed: However, there can be no assurance that the indemnity will be sufficient to insure us against the full amount of such liabilities, or that BWE will be able to satisfy its indemnification obligations.
−Removed: In connection with the spin-off, BWE agreed to indemnify us for certain liabilities.
−Removed: However, third parties could seek to hold us responsible for any of the liabilities that BWE will agree to retain, and there can be no assurance that the indemnity from BWE will be sufficient to protect us against the full amount of such liabilities, or that BWE will be able to fully satisfy its indemnification obligations.
−Removed: Moreover, even if we ultimately succeed in recovering from BWE any amounts for which we are held liable, we may be temporarily required to bear these losses.
−Removed: The BWE spin-off could result in substantial tax liability.
−Removed: Upon completion of the spin-off, we received an opinion of counsel substantially to the effect that, for U.S.
−Removed: federal income tax purposes, the spin-off will qualify under Section 355 of the Code and certain transactions related to the spin-off will qualify under Sections 355 and/or 368 of the Code.
−Removed: The opinion relied on, among other things, various assumptions and representations as to factual matters made by us and BWE, which, if inaccurate or incomplete in any material respect, could jeopardize the conclusions reached by such counsel in its opinion.
−Removed: The opinion is not binding on the IRS or the courts, and there can be no assurance that the IRS or the courts will not challenge the conclusions stated in the opinion or that any such challenge would not prevail.
−Removed: We are not aware of any facts or circumstances that would cause the assumptions or representations that were relied on in the opinion to be inaccurate or incomplete in any material respect.
−Removed: If, notwithstanding receipt of the opinion, the spin-off were subsequently determined not to qualify under Section 355 of the Code, each U.S.
−Removed: holder of our common stock who received shares of BWE common stock in the spin-off would generally be treated as receiving a taxable distribution of property in an amount equal to the fair market value of the shares of BWE common stock received.
−Removed: That distribution would be taxable to each such stockholder as a dividend to the extent of our current and accumulated earnings and profits.
−Removed: For each such stockholder, any amount that exceeded our earnings and profits would be treated first as a non-taxable return of capital to the extent of such stockholder's tax basis in its shares of our common stock with any remaining amount being taxed as a capital gain.
−Removed: In addition, if certain related preparatory transactions were to fail to qualify for tax-free treatment, they would be treated as taxable sales and/or distributions to the Company.
−Removed: We entered into a tax sharing agreement with BWE in connection with the spin-off.
−Removed: Pursuant to this agreement, we agreed with BWE on the allocation of spin-off related tax liabilities and the indemnification provisions relating to these liabilities.
−Removed: If we are liable for taxes under the tax sharing agreement, that liability could have a material adverse effect on us.
−Removed: Additionally, there can be no assurance that any indemnities from BWE will be sufficient to protect us against any potential tax liabilities.
−Removed: Risks Relating to Ownership of Our Common Stock
−Removed: Provisions in our corporate documents and Delaware law could delay or prevent a change in control of our company, even if that change may be considered beneficial by some stockholders.
−Removed: The existence of some provisions of our certificate of incorporation and bylaws and Delaware law could discourage, delay or prevent a change in control of our company that a stockholder may consider favorable.
−Removed: These include provisions:
−Removed: providing that our Board of Directors fixes the number of members of the board;
−Removed: limiting who may call special meetings of stockholders;
−Removed: prohibiting stockholder action by written consent, thereby requiring stockholder action to be taken at a meeting of the stockholders;
−Removed: establishing advance notice requirements for nominations of candidates for election to our Board of Directors or for proposing matters that can be acted on by stockholders at stockholder meetings;
−Removed: establishing supermajority vote requirements for certain amendments to our certificate of incorporation and bylaws;
−Removed: limiting the right of stockholders to remove directors;
−Removed: authorizing a large number of shares of common stock that are not yet issued, which would allow our Board of Directors to issue shares to persons friendly to current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us;
−Removed: authorizing the issuance of "blank check" preferred stock, which could be issued by our Board of Directors to increase the number of outstanding shares and thwart a takeover attempt.
−Removed: In addition, we are subject to Section 203 of the Delaware General Corporation Law, which may have an anti-takeover effect with respect to transactions not approved in advance by our Board of Directors, including discouraging takeover attempts that might result in a premium over the market price for shares of our common stock.
−Removed: We believe these provisions protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our Board of Directors and by providing our Board of Directors with more time to assess any acquisition proposal, and are not intended to make our company immune from takeovers.
−Removed: However, these provisions apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our Board of Directors determines is not in the best interests of our company and our stockholders.
−Removed: We may issue preferred stock that could dilute the voting power or reduce the value of our common stock.
−Removed: Our certificate of incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over our common stock respecting dividends and distributions, as our Board of Directors generally may determine.
−Removed: The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock.
−Removed: For example, we could grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions.
−Removed: Similarly, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the common stock.
UNRESOLVED STAFF COMMENTS
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.