What changed in this filing

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Item 1A. Risk Factors

2025-02-13 compared with 2024-02-20 · 74 added, 65 removed, 177 unchanged (44% of the section changed)

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In the recent past, certain of the Company’s markets experienced economic uncertainty characterized by increasing unemployment, limited availability of credit, significant inflation, and decreased consumer and business spending.

In addition, certain geopolitical events, including the ongoing war between Russia and Ukraine, the war between Israel and Hamas, and the expanding conflict throughout the Middle East have caused significant economic, market, political or regulatory uncertainty in some of the Company’s markets.

In addition, certain geopolitical events, including the ongoing war between Russia and Ukraine, the war between Israel, Hamas and Hezbollah, and the ongoing unrest throughout the Middle East, have caused significant economic, market, political or regulatory uncertainty in some of the Company’s markets.

Any decline in the economic condition or employment levels of the U.S.

or of any of the foreign countries in which the Company does business, or in the economic condition of any region of any of the foregoing, or in any specific industry may severely reduce the demand for the Company’s services and thereby significantly decrease the Company’s revenues and profits.

or of any of the foreign countries in which the Company does business, or in the economic condition of any region of any of the foregoing, or in any specific industry served by the Company may severely reduce the demand for the Company’s services and thereby significantly decrease the Company’s revenues and profits.

Further, continued or intensifying economic, political or regulatory uncertainty in the Company’s markets could reduce demand for the Company’s services.

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As a provider of contract and permanent talent solutions as well as consulting services, the Company’s reputation is dependent upon the performance of the employees it places with its clients and the services rendered by its consultants.

The Company depends on its reputation and name recognition to secure engagements and to hire qualified employees and consultants.

The Company depends on its reputation and name recognition to secure engagements and to hire skilled employees and consultants.

If the Company’s clients become dissatisfied with the performance of those employees or consultants, or if any of those employees or consultants engage in or are believed to have engaged in conduct that is harmful to the Company’s clients, the Company’s ability to maintain or expand its client base may be harmed.

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dollar strengthens relative to other currencies, the Company’s reported income from these operations could decrease.

For example, in 2023, the U.S.

dollar strengthened against the Canadian Dollar and Australian Dollar, as well as weakened against the Euro, British Pound and Brazilian Real, the net of which resulted in a nominal impact to the Company’s revenues.

Natural disasters and unusual weather conditions, pandemic outbreaks, terrorist acts, global political events and other serious catastrophic events could disrupt business and otherwise materially adversely affect the Company ’ s business and financial condition.

With operations in many states and multiple foreign countries, the Company is subject to numerous risks outside of the Company’s control, including risks arising from natural disasters, such as fires, earthquakes, hurricanes, floods, tornadoes, unusual weather conditions, pandemic outbreaks such as the COVID-19 pandemic and other global health emergencies, terrorist acts or disruptive global political events, or similar disruptions that could materially adversely affect the Company’s business and financial performance.

With operations in many states and multiple foreign countries, the Company is subject to numerous risks outside of the Company’s control, including risks arising from natural disasters, such as fires, earthquakes, hurricanes, floods, tornadoes, unusual weather conditions, pandemics and other global health emergencies, terrorist acts or disruptive global political events, or similar disruptions that could materially adversely affect the Company’s business and financial performance.

Historically, the Company’s operations are heavily dependent on the ability of employees and consultants to travel from business to business and from location to location.

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Although it is not possible to predict such events or their consequences, these events could materially adversely affect the Company’s reputation, business and financial condition.

Failure to meet ESG commitments could harm the Company ’ s reputation.

The Company has public environmental, social, and governance (“ESG”) commitments, including environmental targets designed to have a positive impact on climate.

Failure to meet, and increasing scrutiny of, and evolving expectations for, sustainability and ESG commitments and initiatives could harm the Company ’ s reputation, or otherwise adversely impact our business, financial condition or results of operations.

The Company has public sustainability and environmental, social and governance (“ESG”) commitments, including environmental targets designed to have a positive impact on the climate.

The Company’s ability to achieve these goals is subject to a multitude of risks that may be outside of the Company’s control.

The Company’s failure or perceived failure to achieve ESG goals or maintain ESG practices that meet evolving stakeholder expectations could harm the Company’s reputation, adversely impact the Company’s ability to attract and retain employees or clients, and expose the Company to increased scrutiny from the investment community and enforcement authorities.

The Company’s failure or perceived failure to achieve ESG-related goals or maintain ESG-related practices that meet evolving stakeholder expectations could harm the Company’s reputation, adversely impact the Company’s ability to attract and retain employees or clients, and expose the Company to increased scrutiny from the investment community and enforcement authorities.

The Company’s reputation also may be harmed by the perceptions that clients, employees and other stakeholders have about the Company’s action or inaction on social, ethical or political issues.

Damage to the Company’s reputation and loss of brand equity may reduce demand for the Company’s services and thus have an adverse effect on future financial results, as well as require additional resources to rebuild the Company’s reputation and restore the value of the brands and could also reduce the Company’s stock price.

Risks Related to the Company’s Operations

Damage to the Company’s reputation and loss of brand equity may reduce demand for the Company’s services and thus have an adverse effect on future financial results and reduce the stock price, as well as require additional resources to rebuild the Company’s reputation and restore the value of the brands.

At the same time, regulators have increasingly expressed or pursued opposing views, legislation and investment expectations with respect to sustainability initiatives.

In recent years anti-ESG and anti-DEI sentiment has gained momentum across the U.S., with several dozen states, Congress and the Executive Branch having proposed or enacted “anti-ESG” and “anti-DEI” policies, legislation, executive orders or initiatives or issued related legal opinions.

Conflicting regulations and a lack of harmonization of ESG legal and regulatory environments across the jurisdictions in which we operate may create enhanced compliance risks and costs.

We may also face increasing scrutiny from our clients, candidates, employees and other stakeholders relating to the appropriate role of ESG practices and disclosures.

Failure to prepare for and meet evolving standards and expectations could result in regulatory penalties, investor backlash and diminished shareholder confidence.

Related to the Company’s Operations

The Company may be unable to find sufficient candidates for its talent solutions business.

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Candidates generally seek contract or permanent positions through multiple sources, including the Company and its competitors.

Unemployment in the U.S.

has been at historic lows in recent periods and competition for workers in a number of industries is intense.

There have been periods of historically low unemployment in the U.S.

in recent periods during which competition for workers in a number of industries was intense.

When unemployment levels are low, finding sufficient eligible candidates to meet employers’ demands is more challenging.

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The Company operates in a highly competitive business and may be unable to retain clients or market share.

The staffing services business is highly competitive and, because it is a service business, the barriers to entry are quite low.

The talent solutions business is highly competitive and, because it is a service business, the barriers to entry are quite low.

There are many competitors, some of which have greater resources than the Company, and new competitors are entering the market all the time.

In addition, long-term contracts form a negligible portion of the Company’s revenue.

Therefore, there can be no assurance that the Company will be able to retain clients or market share in the future.

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If cybersecurity incidents were to occur in such a way, the Company may face legal and contractual liability, reputational damage, loss of business, and other expenses.

The Company also incurs a risk of liability to its clients resulting from allegations of damages caused by temporary employees acting on phishing emails and cyber attacks and other errors, omissions or theft by its temporary employees, or allegations of compromise of client confidential information.

The Company also incurs a risk of liability to its clients resulting from allegations of damages caused by temporary employees acting on phishing emails, cyber attacks, and other errors, omissions or theft by its temporary employees, or allegations of compromise of client confidential information.

In some cases, the Company has agreed to indemnify its clients in respect of these types of claims.

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states, have already proposed or enacted laws governing AI.

For example, European regulators have proposed stringent AI regulations and laws, and the Company expects other jurisdictions will adopt similar legislation.

For example, the European Union passed the Artificial Intelligence Act in 2024 which contains stringent AI regulations and laws, and the Company expects other jurisdictions will adopt similar legislation.

Other jurisdictions may decide to adopt similar or more restrictive legislation that may render the use of such technologies challenging, impossible or financially prohibitive.

The demand for the Company ’ s services related to regulatory compliance may decline.

The operations of both the staffing services business and Protiviti include services related to Sarbanes-Oxley, Anti-Money Laundering Act of 2020 reviews, and other regulatory compliance services.

The operations of both the talent solutions business and Protiviti include services related to Sarbanes-Oxley, Anti-Money Laundering Act of 2020 reviews and other regulatory compliance services.

There can be no assurance that there will be ongoing demand for these services.

For example, the Jumpstart Our Business Startup Act, signed into law in April of 2012, allows most companies going public in the U.S.

to defer implementation of some of the provisions of Sarbanes-Oxley for up to five years after their initial public offering.

Similarly, from time-to-time proposals are considered by the U.S.

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These or other similar modifications of the regulatory requirements could decrease demand for Protiviti’s services.

Demand for the Company ’ s services from government and public sector clients may decrease over time.

In recent periods, the Company reported increased business from services rendered to the public sector due to, among other developments, the volume of unemployment claims and housing assistance claims, as well as the demands faced by public school districts.

With the majority of COVID-19 legal restrictions lifted, many of the COVID-19 related projects have ended and the Company’s public sector business has shifted to different projects with public sector clients.

It is unknown whether the shift in projects with state, local and other public sector clients will ultimately maintain the same level of business or to what extent business with the public sector may decrease as the effects of the pandemic lessen or change over time.

Long-term contracts do not comprise a significant portion of the Company ’ s revenue.

Because long-term contracts are not a significant part of the Company’s staffing services business, future results cannot be reliably predicted by considering past trends or extrapolating past results.

Because long-term contracts are not a significant part of the Company’s talent solutions business, future results cannot be reliably predicted by considering past trends or extrapolating past results.

Additionally, the Company’s clients will frequently enter nonexclusive arrangements with several firms, which the client is generally able to terminate on short notice and without penalty.

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If billable rates are too low, the Company’s service revenues may not cover operational costs, whereas if billable rates are too high, the Company risks hindering client retention and limits competitiveness.

Demand for the Company ’ s services from government and public sector clients may decrease over time.

During the global pandemic, the Company reported increased business from services rendered to the public sector due to, among other developments, the volume of unemployment claims and housing assistance claims, as well as the demands faced by public school districts.

With the end of the pandemic, many government projects ended and the Company’s government sector business has shifted to different projects with public sector clients.

Legal and Regulatory Risks

The Company and certain subsidiaries are defendants in several lawsuits that could cause the Company to incur substantial liabilities .

The Company and certain subsidiaries are defendants in several actual or asserted class and representative action lawsuits brought by or on behalf of the Company’s current and former employees alleging violations of federal and state law with respect to certain wage and hour related matters, as well as claims challenging the Company’s compliance with the Fair Credit Reporting Act.

The various claims made in one or more of such lawsuits include, among other things, the misclassification of certain employees as exempt employees under applicable law, failure to comply with wage statement requirements, failure to compensate certain employees for time spent performing activities related to the interviewing process, and other related wage and hour violations.

The Company and certain subsidiaries are defendants in several certified or putative class and representative action lawsuits brought by or on behalf of the Company’s current and former employees alleging violations of federal and state law with respect to certain wage and hour related matters, as well as claims by job applicants challenging the Company’s compliance with the Fair Credit Reporting Act.

Such suits seek, as applicable, unspecified amounts for unpaid overtime compensation, penalties and other damages, as well as attorneys’ fees.

The Company is defending several claims brought under the California Labor Code Private Attorney General Act (“PAGA”), which authorizes individuals to file lawsuits to seek civil penalties on behalf of themselves and other employees for alleged labor code violations, and the Washington Equal Pay and Opportunities Act which relates to disclosures within job postings.

The Company is defending several claims brought under the California Labor Code Private Attorney General Act (“PAGA”) and which authorizes individuals to file lawsuits to seek civil penalties on behalf of themselves and other employees for alleged labor code violations.

It is not possible to predict the outcome of these lawsuits.

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Further, lawsuits or other proceedings related to the Company’s compliance with government regulations or licensing requirements could materially adversely affect the Company.

For example, the Company is currently named as a defendant in litigation challenging its compliance with the Fair Credit Reporting Act, PAGA litigation in California alleging wage and hour and other Labor code compliance issues, and litigation in Washington relating to compliance with the Washington Equal Pay and Opportunities Act.

For example, the Company is currently named as a defendant in litigation challenging its compliance with the Fair Credit Reporting Act and PAGA litigation in California alleging wage and hour and other labor code compliance issues.

It is not possible to predict the outcome of such litigation;

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persons and in some instances non-U.S.

persons, from conducting activities, transacting business with or making investments in certain countries, or with governments, entities and individuals, subject to U.S.

persons from conducting activities, transacting business with or making investments in certain countries, or with certain governments, entities and individuals, subject to U.S.

economic sanctions.

Similar economic sanctions are imposed by the European Union and other jurisdictions.

The Company’s international operations subject it to these and other laws and regulations, which are complex, restrict the Company’s business dealings with certain countries, governments, entities and individuals, and are constantly changing.

The Company’s international operations subject it to these and other laws and regulations, which are

complex, restrict the Company’s business dealings with certain countries, governments, entities and individuals, and are constantly changing.

Penalties for noncompliance with these complex laws and regulations can be significant and include substantial fines, sanctions, or civil and/or criminal penalties, and violations can result in adverse publicity, which could harm the Company’s business, financial condition or results of operations.

Although the Company has implemented policies and procedures designed to ensure compliance with Anti-Bribery Laws, U.S.

export control laws, economic sanctions, anti-forced labor and other laws and regulations, the Company cannot be

sure that its employees, agents or other third parties will not violate such policies or applicable laws and regulations.

Any such violations could result in significant fines and penalties, criminal sanctions against the Company, its officers or its employees, prohibitions on the conduct of its business, and materially damage the Company’s reputation, brand, business and operating results.

export control laws, economic sanctions, anti-forced labor, and other laws and regulations, the Company cannot be sure that its employees, agents or other third parties will not violate such policies or applicable laws and regulations.

Any such violations could result in significant fines and penalties, criminal sanctions against the Company, its officers or its employees, and prohibitions on the conduct of its business, causing material damage the Company’s reputation, brand, business and operating results.

Further, detecting, investigating and resolving actual or alleged violations is expensive and can consume significant time and attention of the Company’s senior management.

Health care reform could increase the costs of the Company ’ s contract staffing operations .

In March 2010, the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (the “PPACA”) were signed into law in the U.S.

In 2015, the Company redesigned its employee benefits to offer health insurance coverage to its contract talent in order to meet the requirements of the PPACA’s employer mandate.

Congress has made several attempts to repeal or modify the PPACA and in 2020, the U.S.

Supreme Court heard an appeal of a decision from the U.S.

Court of Appeals for the Fifth Circuit that invalidated significant portions of the PPACA.

It is unclear at this point what the scope of any such future legislation will be and when it will become effective.

Because of the uncertainty surrounding proposed replacement health care reform legislation or any modifications to such legislation to deal with these court challenges, the Company cannot predict with any certainty the likely impact of the PPACA’s repeal or the adoption of any other health care reform legislation on the Company’s financial condition or operating results.

Whether or not there is alternative health care legislation enacted in the U.S., there is likely to be significant disruption to the health care market in the coming months and years, and the costs of the Company’s health care expenditures may increase.

federal tax regulations and interpretations could adversely affect the Company.

On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJA”) was signed into law.

Notwithstanding the reduction in the corporate income tax rate, the overall impact of these changes on the Company’s results of operations will likely evolve as new regulations and interpretations relating to the TCJA are implemented.

In addition, various political figures have pledged their support to overturning or modifying key aspects of the TCJA which could further increase the uncertainty relating to the impact of this or any future tax legislation on the Company’s results of operations.

The Company cannot predict with any certainty the impact of the adoption of any health care reform legislation on the Company’s financial condition or operating results.

Whether or not there is alternative health care legislation enacted in the U.S., there is likely to be significant disruption to the health care market in the coming months and years.

Consequently, the costs of the Company’s health care expenditures may rise, adversely impacting the Company's profitability.

The Company could be subject to changes in tax rates, adoption of new U.S.

or international tax legislation or tax audits that could result in additional income tax liabilities.

The Company is subject to income and other taxes in the U.S.

and international jurisdictions.

The tax bases and rates of these respective tax jurisdictions change from time to time due to economic and political conditions.

Tax accounting involves complex matters and requires judgment to determine the Company’s worldwide provision for income and other taxes and tax assets and liabilities.

The Company is routinely subject to tax examinations by the U.S.

Internal Revenue Service and other tax authorities.

Tax authorities have disagreed, and may disagree in the future, with the Company’s judgments and if its judgments are not sustained as a result of these examinations, the amounts ultimately paid could be materially different from the amounts previously recorded.

In addition, changes in tax laws, treaties or regulations, or their interpretation or enforcement, have become more unpredictable and may become more stringent, which could materially adversely affect the Company’s tax position.

A number of countries where the Company does business, including the U.S.

and many countries in the European Union, have implemented, and are considering implementing, changes in relevant tax, accounting and other laws, regulations and interpretations.

The overall tax environment has made it increasingly challenging for multinational corporations to operate with certainty about taxation in many jurisdictions.

For example, the Organization of Economic Cooperation and Development (“OECD”), an international association of many countries, has introduced a framework to impose a 15% global minimum corporate tax, referred to as Pillar Two, effective for tax years beginning in 2024.

Currently, there are no laws enacted incorporating Pillar Two in the U.S., however, certain countries in which the Company operates have adopted, or are in the process of adopting legislation to implement Pillar Two.

In the U.S., various proposals to raise corporate income taxes are periodically considered such as the Inflation Reduction Act, which introduced a 15% Corporate Alternative Minimum Tax beginning in 2023.

These enacted changed in tax laws, treaties or regulations, or their interpretation or enforcement could impact our current or future tax positions while the proposed changes in tax laws, treaties or regulations, or their interpretation or enforcement, could have a material adverse impact on our current or future tax positions.

Risks Related to the Company’s Information Technology, Cybersecurity and Data Protection

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In addition, the Company’s systems contain personal and confidential information and intellectual property, including information of importance to the Company and its employees, vendors, contractors and clients.

Cyberattacks, including attacks motivated by the desire for monetary gain, embarrassment, geopolitics, and grievances against the business services industry in general or against the Company in particular, could potentially disable or damage its systems or the systems of its vendors or clients, or allow unauthorized access to, or exposure of, intellectual property and personal or confidential information, including information about employees, vendors, candidates, contractors and clients.

The Company’s security tools, controls and practices, including those relating to identity and access management, credential strength, and the security tools, controls and practices of its vendors and clients, may not prevent or detect access, damage or disruption to Company or third-party computer, technology, and communications hardware and software systems or the unauthorized access to, or exposure of, intellectual property or personal or confidential information.

Cyberattacks, including attacks motivated by the desire for monetary gain or embarrassment, geopolitics, and grievances against the business services industry in general or against the Company in particular, could potentially disable or damage its systems or the systems of its vendors or clients, or allow unauthorized access to, or exposure of, intellectual property and personal or confidential information, including information about employees, vendors, candidates, contractors and clients.

The Company’s security tools, controls and practices, including those relating to identity and access management, credential

strength, and the security tools, controls and practices of its vendors and clients, may not prevent or detect access, damage or disruption to Company or third-party computer, technology, and communications hardware and software systems or the unauthorized access to, or exposure of, intellectual property or personal or confidential information.

A failure to prevent or detect unauthorized access to Company or third-party systems could expose the Company to material operational, financial and reputational damage.

There are many approaches through which such systems could be damaged or disrupted, or information exposed or accessed, including through system vulnerabilities, configuration errors, vendor vulnerabilities, failing to patch or upgrade systems, social engineering, cyberattacks, improperly obtaining and using user credentials, malfeasance or the misuse of authorized user access.

Periodic and continuous assessments are conducted by the Company to identify security risks, vulnerabilities, weaknesses or gaps, and a risk-based approach is then employed to address them, recognizing that not all risks or vulnerabilities, weaknesses or gaps can be eliminated in an economical or timely manner.

There are many approaches through which such systems could be damaged or disrupted, or information exposed or accessed, including through system vulnerabilities, configuration errors, vendor vulnerabilities, social engineering, cyberattacks, improperly obtaining and using user credentials, malfeasance, or the misuse of authorized user access.

Periodic and continuous assessments are conducted by the Company to identify security risks, vulnerabilities, weaknesses or gaps, and a risk-based approach is then employed to address them, recognizing that not all system and software updates can be made and not all risks or vulnerabilities, weaknesses or gaps can be eliminated in an economical or timely manner.

This risk-based approach prioritizes risks, vulnerabilities, weaknesses and gaps based on, among other factors, budgetary constraints, impact, likelihood of mitigation and the broader risk landscape.

No security program can offer a guarantee against all potential incidents.

On an increasing frequency, the Company and its third-party vendors experience security incidents that have resulted in unauthorized access to the Company’s or its third-

party vendors’ computer, technology and communications hardware and software systems.

On an increasing frequency, the Company and its third-party vendors experience security incidents that have resulted in unauthorized access to the Company’s or its third-party vendors’ computer, technology and communications hardware and software systems.

To date, no such incidents have been determined to have had a material impact on the Company.

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It could also subject the Company to government sanctions, litigation from candidates, contractors, clients and employees, and legal liability under its contracts, resulting in increased costs or loss of revenue.

The Company may also incur additional expenses, including the cost of remediating incidents or improving security measures, the cost of identifying and retaining replacement vendors, increased costs of insurance, or ransomware payments.

Cybersecurity threats continue to increase in frequency and sophistication, thereby increasing the difficulty of detecting and defending against them.

Furthermore, the potential risk of security breaches and cyberattacks may increase as the Company introduces new service offerings.

Any future events impacting the Company or its third-party vendors that damages or interrupts the Company’s or its third-party vendors’ computer, technology, and communications hardware and software systems or exposes intellectual property or data or other confidential information could have a material adverse effect on our operations, reputation, and financial results.

Any future events impacting the Company or its third-party vendors that damage or interrupt the Company’s or its third-party vendors’ computer, technology, and communications hardware and software systems or expose intellectual property or data or other confidential information could have a material adverse effect on our operations, reputation and financial results.

Changes in data privacy and protection laws and regulations in respect of control of personal information (and the failure to comply with such laws and regulations) could increase the Company ’ s costs or otherwise adversely impact its operations, financial results, and reputation.

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Complying with the enhanced obligations imposed by the GDPR and other current and future laws and regulations relating to data storage, use, transfer, residency, privacy and protection has increased and may continue to increase the Company’s operating costs and require significant management time and attention, while any failure by the Company or its subsidiaries to comply with applicable laws could result in governmental enforcement actions, fines and other penalties that could potentially have an adverse effect on the Company’s operations, financial results and reputation.

Risks Related to the Company’s Internal Controls and Accounting Policies

Failure to maintain adequate financial and management processes and controls could lead to errors in the Company ’ s financial reporting.

Failure to maintain adequate financial and management processes and controls could lead to errors in the Company’s financial reporting.

If the Company’s management is unable to certify the effectiveness of its internal controls or if its independent registered public accounting firm cannot render an opinion on the effectiveness of its internal control over financial reporting, or if material weaknesses in the Company’s internal controls are identified, the Company could be subject to regulatory scrutiny and a loss of public confidence.

In addition, if the Company does not maintain adequate financial and management personnel and processes and controls, it may not be able to accurately report its financial performance on a timely basis, which could cause its stock price to fall.

Failure to identify and respond to risk issues in a timely manner could have a material adverse effect on the Company ’ s business.

Although the Company has processes in place to attempt to identify and respond to risk issues in a timely manner, the Company’s efforts may not be sufficient.

The collective impact of the tone at the top, tone in the middle and tone at the bottom on risk management, compliance and responsible business behavior has a huge effect on timely escalation of risk issues, particularly those affecting core operations.

The Company’s processes, corporate culture and general ethical climate may not be sufficient to ensure timely identification and escalation of significant risk issues.

Risks Associated With the Effects of Climate Change

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The physical effects of climate change could have a material adverse effect on our operations and business.

extent climate change causes changes in weather patterns, certain regions where the Company operates could experience increases in storm intensity, extreme temperatures, wildfires, rising sea-levels and/or drought.

To the extent climate change causes changes in weather patterns, certain regions where the Company operates could experience increases in storm intensity, extreme temperatures, wildfires, rising sea-levels and/or drought.

Over time, these conditions could result in increases in our operating costs or business interruptions.

For example, our headquarters is located in an area of California where the incidence of wildfire has increased over time and may continue to increase.

In addition, in 2023 the Company established certain emissions targets and other environmental goals and submitted them for validation to the Science Based Target initiative (“SBTi”).

In addition, in 2023 the Company established certain emissions targets and other environmental goals and submitted them for validation to the Science

Based Target initiative (“SBTi”).

Failure to achieve such goals, or a perception (whether valid or invalid) of our failure to achieve such goals, could result in market, reputational, regulatory or liability risks, client dissatisfaction, reduced revenue and profitability, or shareholder lawsuits.

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There can be no assurance that climate change will not have a material adverse effect on our properties, operations or business.

General Risks

Failure to maintain adequate financial and management processes and controls could lead to errors in the Company ’ s financial reporting.

Failure to maintain adequate financial and management processes and controls could lead to errors in the Company’s financial reporting.

Failure to identify and respond to risk issues in a timely manner could have a material adverse effect on the Company ’ s business.

Although the Company has processes in place to attempt to identify and respond to risk issues in a timely manner, the Company’s efforts may not be sufficient.

The Company’s processes, corporate culture and general ethical climate may not be sufficient to ensure timely identification and escalation of significant risk issues.

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