What changed in this filing

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Item 1A. Risk Factors

2022-02-22 compared with 2021-02-22 · 70 added, 57 removed, 318 unchanged (29% of the section changed)

17 unchanged sentences

Government operates under a continuing resolution or there are other disruptions in the funding process, delays can occur in the procurement of products and services.

Government is currently operating under a continuing resolution with respect to its fiscal year 2022 which began on October 1, 2021.

As a result, we are subject to ongoing uncertainties associated with U.S.

Government budget constraints and other factors affecting government funding.

The reduction or termination of funding, or

changes in the timing of funding, for a U.S.

The reduction or termination of funding, or 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.

1 unchanged sentence

Government funding, particularly funding levels at the DOE.

Significant changes in the level of funding (for example, the annual budget of the DOE) or specifically mandated levels for individual programs that are important to our business could have an unfavorable impact on us.

Significant reductions in the level of funding (for example, the annual budget of the DOE) or specifically mandated levels for individual programs that are important to our business could have an unfavorable impact on us.

Any reduction in the level of U.S.

16 unchanged sentences

Government to renew our existing contracts or the disallowance of the payment of our contract costs could have a material adverse effect on our financial condition, results of operations and cash flows.

Federal budget sequestration and other delays or reductions in government spending could adversely impact government spending for the products and services we provide.

In August 2011, Congress enacted the Budget Control Act, which committed the U.S.

Government to significantly reducing the federal deficit over ten years.

The Budget Control Act established reductions in discretionary spending through 2021.

If these spending reductions were not met, it called for substantial automatic spending cuts, or sequestration, split between defense and non-defense programs scheduled to start in March 2013 and continue over a nine-year period.

Federal government spending reductions, including through sequestration, could adversely impact U.S.

Federal budget delays or reductions in government spending could adversely impact government spending for the products and services we provide.

Federal government spending reductions could adversely impact U.S.

Government programs for which we provide products or services.

Additionally, while we believe many of our programs are well aligned with national defense and other strategic priorities, government spending on these programs can be subject to negative publicity, political factors and public scrutiny.

The risk of future sequestration cuts is uncertain, and it is possible that spending cuts may be applied to U.S.

While we believe many of our programs are well-aligned with national defense and other strategic priorities, government spending on these programs can be subject to negative publicity, political factors and public scrutiny.

The risk of future budget delays or reductions is uncertain and it is possible that spending cuts may be applied to U.S.

Government programs across the board, regardless of how programs align with those priorities.

There are many variables in how budget reductions could be implemented that will determine its specific impact;

however, reductions in federal government spending and sequestration, as currently provided for under the Budget Control Act, could adversely impact programs in which we provide products or services.

however, reductions in federal government spending could adversely impact programs in which we provide products or services.

In addition, these cuts could adversely affect the viability of the suppliers and subcontractors under our programs.

10 unchanged sentences

If the economy weakens, or customer spending declines, then our backlog, revenues, net income and overall financial condition could deteriorate.

As a result, we may find it more difficult to raise capital in the future due to limitations on the availability of credit, increases in interest rates, changes in regulatory requirements, new investor requirements, such as stakeholder expectations regarding environmental, social and governance matters, and other factors affecting our access to the capital markets.

Our future business prospects in Canada are dependent upon the continued operation of Canadian nuclear plants and refurbishment of the majority of the plants in Ontario to extend their operating lives.

1 unchanged sentence

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.

We are engaged in a number of highly competitive industries and we have priced a number of our projects on a fixed-price basis.

We are engaged in a number of highly competitive industries and we have priced a number of our contracts on a fixed-price basis.

Our actual costs could exceed our projections, which may result in reduced profit or loss.

We attempt to cover the increased costs of anticipated changes in labor, material and service costs of long-term contracts, either through estimates of cost increases, which are reflected in the original contract price, or through price escalation clauses.

Despite these attempts, the cost and gross profit we realize on a fixed-price contract could vary materially from the estimated amounts because of supplier, contractor and subcontractor performance, execution issues, changes in job conditions, variations in labor and equipment productivity and increases in the cost of labor and raw materials, particularly steel, over the term of the contract.

Despite these attempts, the

cost and gross profit we realize on a fixed-price contract could vary materially from the estimated amounts because of supplier, contractor and subcontractor performance, execution issues, changes in job conditions, variations in labor and equipment productivity, inflation and increases in the cost of labor and raw materials, particularly steel, over the term of the contract.

These variations and the risks generally inherent in our industries may result in actual revenues or costs being different from those we originally estimated and may result in reduced profitability or losses on projects.

10 unchanged sentences

Government contractor, we may be prone to a greater number of those threats than companies in other industries.

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.

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.

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.

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.

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.

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.

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.

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.

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.

Actual or threatened public health epidemics or outbreaks, such as COVID-19, could have a material adverse effect on our business and results of operations.

Actual or threatened public health epidemics or outbreaks, such as the global outbreak of COVID-19, could have a material adverse effect on our business and results of operations.

COVID-19 has spread around the world, including the United States and Canada.

COVID-19 is impacting worldwide economic activity and has resulted in disruptions to travel, trade and operations around the world, including us.

A public health epidemic, such as 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.

Our business could be materially adversely impacted by employee illness, quarantines, government actions, facility closures, other actions to contain the impact of such diseases and/or potential responses to such actions by our customers, suppliers, contractors and employees.

Although our U.S.

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.

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.

and Canadian operations have to date been deemed "essential" by federal, state and local authorities and have remained operational, there can be no assurance that such authorities will not impose restrictions on the operations of our facilities as a result of COVID-19 or that our facilities will continue to operate due to COVID-19.

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 COVID-19.

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.

(the "CARES Act") or the Canada Emergency Wage Subsidy (the "CEWS").

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.

We have already experienced delays in the bidding and contracting process for our U.S.

Government businesses, as well as the rescheduling of certain services that our Canadian nuclear service business provides during nuclear power plant outages.

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.

While it is not possible at this time to estimate the full 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.

We have experienced the rescheduling of certain services that our Canadian nuclear service business provides during nuclear power plant outages.

More widespread or further delays could have a material adverse impact on our results of operations.

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.

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.

COVID-19 and mitigation measures may also have an adverse impact on global economic conditions, which could have an adverse effect on our business.

The extent to which COVID-19 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.

Additionally, the Canadian Government may review and audit the wage subsidies received under the CEWS and could disallow benefits for which we have applied.

17 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.

Our operations are subject to disruption caused by severe weather, environmental and natural disasters, pandemics and other natural and manmade events that could adversely affect our manufacturing facilities or the infrastructure necessary to support them.

Our ability to operate or operate profitability could be significantly impacted, which could have a material adverse effect on our business, financial condition and results of operations.

We operate a number of large manufacturing facilities in the U.S.

and Canada, including NRC Category 1 and CNSC-licensed nuclear manufacturing and fuel facilities.

While we take steps to mitigate the impact of severe weather, environmental and natural disasters, the frequency and severity of which may be impacted by climate change, pandemics and other natural and manmade events, such events could result in severe disruption to our business operations at these facilities.

Similar events impacting the facilities or our customers, suppliers and other subcontractors could also impact our business or disrupt our operations.

If insurance or other risk mitigating mechanisms are insufficient for us to recover our costs and resume operations in a timely fashion, it could have a material adverse effect on our business, financial condition and results of operations.

Our operations are subject to operating risks, which could expose us to potentially significant professional liability, product liability, warranty and other claims.

5 unchanged sentences

• pollution or other environmental mishaps;

• natural disasters;

• adverse weather conditions;

6 unchanged sentences

We endeavor to identify and obtain, in established markets, insurance agreements to cover significant risks and liabilities.

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.

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.

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.

4 unchanged sentences

A successful claim for which we are not insured or for which we are underinsured could have a material adverse effect on us.

Additionally, disputes with insurance carriers over coverage may affect the timing of cash flows and, if litigation with the carrier becomes necessary, an outcome unfavorable to us may have a material adverse effect on our results of operations.

Additionally, disputes

with insurance carriers over coverage may affect the timing of cash flows and, if litigation with the carrier becomes necessary, an outcome unfavorable to us may have a material adverse effect on our results of operations.

We are also involved in management and operating activities for the U.S.

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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.

The loss of, or the inability to attract and retain, qualified personnel could have a material adverse effect on our business.

Our business depends upon the recruitment and continued service of our highly skilled, educated and trained employees.

Our ability to attract, motivate, compensate, and retain highly qualified and diverse employees is necessary to support our customers and achieve business objectives.

Competition for skilled and diverse employees in our industry can be intense, and any uncertainty surrounding future employment opportunities, facility locations, organizational and reporting structures, acquisitions and divestitures, and related concerns may impair our ability to attract and retain qualified employees.

In addition, certain parts of our business, including in the Nuclear Operations Group, involve designs, processing and final products that are classified by the U.S.

Government and require applicable personnel to obtain and maintain U.S.

Government security clearances.

These additional employee qualifications often limit the pool of available candidates and extend the time necessary to recruit and qualify new employees.

The loss of the services of qualified employees and any inability to recruit effective replacements or to otherwise attract, motivate, train or retain highly qualified and diverse employees could have a material adverse effect on our business, financial condition and results of operations.

We also have established leadership development and succession planning programs throughout our business.

Any significant leadership change and accompanying senior management transition involves inherent risk, and any failure to ensure a smooth transition could hinder our strategic planning, execution and future performance.

While we strive to mitigate the negative impact associated with changes to our senior management team, such changes may cause uncertainty among investors, employees, customers, creditors, and others concerning our future direction and performance.

If we fail to effectively manage any leadership changes, including organizational and strategic changes, such failure could have a material adverse effect on our ability to successfully attract, motivate and retain highly qualified employees, as well as our business, financial condition and results of operations.

Negotiations with labor unions and possible work stoppages and other labor problems could divert management's attention and disrupt operations.

4 unchanged sentences

In addition, negotiations with unions could divert management attention.

New union contracts could result in increased operating costs, as a result of higher wages or benefit expenses, for both union and nonunion employees.

If nonunion employees were to unionize, we would experience higher ongoing labor costs.

New union contracts or the organization of nonunion employees could result in increased operating costs, as a result of higher wages or benefit expenses, for both union and nonunion employees.

We rely on single-source suppliers, which could, under certain circumstances, adversely affect our revenues and operating results.

We rely on several single-source suppliers for materials used in our products in our Nuclear Operations Group segment.

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.

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.

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.

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These letters of credit and bonds generally indemnify customers should we fail to perform our obligations under the applicable contracts.

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.

If a letter of credit or bond is required for a particular project and we are unable to obtain it due to insufficient capacity or other reasons, we will not be able to pursue that project.

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.

6 unchanged sentences

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.

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.

We may be unable to execute this growth strategy if we cannot identify suitable businesses or assets, reach agreement on potential strategic transactions on acceptable terms or for other reasons.

Acquisitions may be funded by the issuance of additional equity or debt financing, which may not be available on attractive terms.

6 unchanged sentences

Investments in new technologies involve varying degrees of uncertainties and risk.

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.

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 demand, market growth or shrinkage, market acceptance and the costs to customers to deploy and provide support for the new technologies.

We may not achieve significant revenue from new product and service investments for a number of years, if at all.

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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.

In addition, commercialization of the medical radioisotope technology could

subject us to product liability claims.

In addition, commercialization of the medical radioisotope technology could subject us to product liability claims.

The potential also exists for competitors to emerge with alternative technologies.

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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.

Service accruals for salaried participants ceased as of December 31, 2015.

Variances from these estimates could have a material adverse effect on us.

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.

Service accruals for salaried participants ceased as of December 31, 2015.

As of December 31, 2021, we had underfunded defined benefit pension and postretirement benefit plans with obligations totaling approximately $(88.0) million.

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We cannot predict the outcome of litigation and other contingencies with certainty.

Our business may be adversely affected by the outcome of legal proceedings, disputes and other contingencies that cannot be predicted with certainty.

Our business may be adversely affected by the outcome of legal proceedings, investigations, disputes and other contingencies that cannot be predicted with certainty.

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.

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.

For a description of current legal proceedings, see "Note 10 – Commitments and Contingencies" to our consolidated financial statements included in this Report.

For a description of current legal proceedings, see Note 10 to our consolidated financial statements included in this Report.

If we fail to comply with government procurement laws and regulations, we could lose business and be liable for various penalties or sanctions.

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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.

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.

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.

24 unchanged sentences

Government contracts.

Government contract laws and regulations affect how we do business with our customers and, in some instances, impose added costs on our business.

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.

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.

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.

The indemnification authority under the Price-Anderson Act was extended through December 2025 by the Energy Policy Act of 2005.

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Failure to properly handle these materials could pose a health risk to humans or wildlife and could cause personal injury and property damage (including environmental contamination).

If an accident were to occur, its severity could be significantly affected by the volume of the materials and the speed of corrective action taken by emergency response personnel, as well as other factors beyond our control, such as weather and wind conditions.

If an accident were to occur, its severity could be significantly affected by the volume of the materials and the speed of corrective action taken by us and others, including emergency response personnel, as well as other factors beyond our control, such as weather and wind conditions.

Actions taken in response to an accident could result in significant costs.

4 unchanged sentences

Such expenditures and liabilities may adversely affect our business, financial condition, results of operations and cash flows.

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."

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 the heading "Governmental Regulations and Environmental Matters" in Item 1 of this Report.

In our contracts, we seek to protect ourselves from liability associated with accidents, but there can be no assurance that such contractual limitations on liability will be effective in all cases or that our or our customers' insurance will cover all the liabilities we have assumed under those contracts.

1 unchanged sentence

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.

These policies do not protect us against all

liabilities associated with accidents or for unrelated claims.

These policies do not protect us against all 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.

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• legislative action.

As a result of our acquisition of the MI business in 2018, we are also subject to regulatory oversight by the FDA and Health Canada.

We are also subject to regulatory oversight by the FDA and Health Canada for our medical isotope business.

The commercialization of our medical radioisotope technology will require the review and approval of these and other government agencies.

Any delay or denial of such approvals could have a material adverse effect on our MI business.

Any delay or denial of such approvals could have a material adverse effect on our medical isotope business.

In addition, if new legislation or regulations are enacted or implemented, or if existing laws or regulations are amended or are interpreted or enforced differently, we may be required to obtain additional operating permits or approvals.

2 unchanged sentences

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.

What changed 10-K

Item 1A. Risk Factors