Fiber Management Solutions - The company focuses on fiber management, fiber protection, and fiber delivery solutions, enabling rapid and cost-effective fiber-fed deployment primarily across North America[17]. - The company's products allow customers to connect twice as many homes in their Fiber to the Home (FTTH) builds, significantly reducing labor and material costs[23]. - Clearfield's products enable customers to connect twice as many homes in their Fiber to the Home (FTTH) builds using fewer resources[23]. - The Company focuses on innovative product design to accelerate fiber-based deployment, addressing the increasing demand for fiber services[18]. - Clearfield's FieldShield platform aims to reduce broadband deployment costs, utilizing ruggedized microducts for various installation methods[35]. Sales and Market Presence - The company’s products are sold across various markets, including National Carriers, Community Broadband, and International markets, with a focus on the U.S., Canada, and Central/Latin America[38]. - Sales outside the United States are primarily to customers in Canada and countries in the Caribbean, Central/South America, and Mexico[54]. - The Company focuses on the U.S. market for its Fiber to the Premise (FTTP) and Fiber to the Business (FTTB) solutions, with additional efforts in Canada and Central/Latin America[41][42]. - For the fiscal year ended September 30, 2025, Customer A and Customer B accounted for approximately 18% and 13% of net sales, respectively[52]. Manufacturing and Operations - The company’s manufacturing facilities in Brooklyn Park, Minnesota, and Tijuana, Mexico, support both quick-turn and scheduled delivery of products[24]. - Clearfield's manufacturing operations are supported by a network of domestic and global manufacturing partners, with final assembly completed in Brooklyn Park, Minnesota, and Tijuana, Mexico[24]. - The Company has invested in significant management resources to attract and retain qualified technical personnel through rigorous training programs[59]. - Clearfield's supply chain management team integrates sourcing, manufacturing, and logistics to ensure timely product delivery[50]. - The Company has taken steps to improve supply chain operations and enhance resiliency over the past several years[51]. Financial and Operational Metrics - The Company's target for First Pass Yield (FPY) ranges from 92-99%, and the On-Time Delivery (OTD) target is a minimum of 95%[61]. - The Company targets a First Pass Yield (FPY) of 92-99% and an On-Time Delivery (OTD) target of a minimum of 95%[61]. - Clearfield had approximately 243 full-time employees as of September 30, 2025, all based in the United States[57]. - The Company has approximately 243 full-time employees as of September 30, 2025, with a significant majority based in the U.S.[57]. Intellectual Property - As of September 30, 2025, the Company had 63 patents granted, with some beginning to expire in 2028[55]. - As of September 30, 2025, Clearfield had 63 patents granted and multiple patent applications pending, with patents beginning to expire in 2028[55]. Competitive Landscape - The market for fiber management products is highly competitive, with competitors including Corning, Nokia, and CommScope[45][46]. - The company believes its competitive advantage lies in cost savings provided by the Clearview Cassette and the ability to offer quick-turn, high-performance customized products[46]. Business Changes - The company completed the sale of its Nestor Cables business on November 11, 2025, resulting in its continuing operations comprising one operating segment[20]. - The Company completed the sale of its Nestor Cables business on November 11, 2025, resulting in one operating segment[20]. - The company operates under a Maquiladora arrangement in Mexico, allowing for duty-free import of certain items from the U.S. for processing[49]. - Clearfield's Mexico facility operates under a Maquiladora arrangement, allowing duty-free import of certain items from the U.S.[49]. Research and Development - The company’s research and development efforts are reflected in Selling, General, & Administrative expenses, indicating a commitment to innovation[29].

Company Overview - Scotts Miracle-Gro is the leading marketer of branded consumer lawn and garden products in North America, with key brands including Scotts, Miracle-Gro, Ortho, and Tomcat[13]. - The company reported research and development spending of $34.8 million in fiscal 2025, slightly down from $35.7 million in fiscal 2023[30]. - More than 75% of annual net sales for the North America consumer lawn and garden business occur in the second and third fiscal quarters combined[24]. - The Home Depot and Lowe's are the two largest customers, each representing more than 10% of reported consolidated net sales[25]. - There were no material acquisitions or divestitures during fiscal 2025 or fiscal 2024[18]. - The company has an exclusive marketing agreement with Monsanto for certain consumer Roundup branded products in the U.S.[30]. - The company maintains a competitive edge through a robust portfolio of trademarks, patents, and trade secrets[23]. - The company utilizes third parties to manage key distribution centers strategically located across the U.S. and Canada[20]. Financial Performance and Risks - The company is subject to market risks due to fluctuating prices of raw materials, including urea and other fertilizer inputs[22]. - A change in the variable interest rate of 100 basis points for a full twelve-month period would impact interest expense by $5.3, assuming average unhedged variable interest rate borrowing levels of $525.0 during fiscal 2025[359]. - The company is exposed to market risks from fluctuations in foreign currency exchange rates and prices of raw materials such as urea and natural gas[361]. - The company has a total long-term fixed rate debt of $1,600.0 million with an average interest rate of 4.4%[360]. - Variable rate debt amounts to $625.0 million, with an average interest rate of 7.5%[360]. - The average interest rate for fixed rate debt in 2025 is projected to be 5.3%[360]. - The company has a total long-term variable rate debt of $500.0 million with an average interest rate of 6.0%[360]. - The company’s total long-term debt, including fixed and variable rates, is $2,225.0 million[360]. - Interest rate derivatives, specifically interest rate swaps, resulted in a total loss of $4.4 million with an average rate of 3.9%[362]. - Interest rate swaps have shown a consistent loss across multiple periods, indicating potential volatility in interest expenses[362]. - The company is actively managing market risks through derivative instruments as outlined in their financial statements[361]. Environmental and Social Responsibility - As of September 30, 2025, the company accrued $3.1 million for environmental matters, with expenses of $0.5 million, $0.1 million, and $0.4 million for fiscal 2025, 2024, and 2023 respectively[39]. - The company’s Environmental Health and Safety system incorporates developed industry guidelines to address associate health and safety[55]. - The company’s ESG Steering Committee meets quarterly to review progress and set new program goals related to sustainability[58]. - The company published its annual Corporate Responsibility Report in fiscal 2025, prepared in reference to the Global Reporting Initiative Standards[60]. - The company’s extended producer responsibility programs include targets for post-consumer recycling usage and compostable packaging[35]. Workforce and Employee Benefits - The company employed approximately 5,200 associates as of September 30, 2025, with a peak workforce of about 6,900 during fiscal 2025[42]. - The company offers a 7.5% match on 401(k) contributions and allows associates to purchase common shares at a 15% discount through its stock purchase plan[54]. Regulatory Matters - The company is subject to various regulatory proceedings, none of which are expected to be material to its business[39].

Operational Capacity and Performance - As of September 30, 2025, CleanSpark operates with a total contracted power capacity of approximately 1,027 megawatts (MW) across its data centers in Georgia, Tennessee, Mississippi, and Wyoming[26]. - The average computing power of operating mining units reached 45.6 exahash per second (EH/s), with a peak of 50 EH/s during the period[30]. - For the fiscal year ended September 30, 2025, CleanSpark mined approximately 7,873 bitcoins, a decrease of 11.0% compared to 7,092 bitcoins mined in fiscal year 2024, primarily due to the April 2024 bitcoin halving[34]. - CleanSpark owned approximately 336,544 miners, with 241,934 in service as of September 30, 2025, and an average operating energy efficiency of 16.7 watts per terahash (W/TH)[31]. - The company has executed long-term power supply agreements totaling 285 megawatts to support the development of a new data center campus in Austin County, Texas[38]. - CleanSpark's Georgia facilities support an operational hashrate of 27.02 EH/s backed by approximately 620 MW of data center infrastructure[44]. - The Mississippi facilities support an operational hashrate of 2.63 EH/s with a developed data center infrastructure of approximately 63 MW[45]. - The Tennessee facilities support an operational hashrate of 12.43 EH/s backed by 234 MW, including sites acquired through the acquisition of GRIID Infrastructure, Inc.[46]. Financial Management and Performance - The company has begun using a substantial portion of the bitcoin mined to fund operations and capital expenditures, integrating strategies for treasury management[33]. - The company has sustained $125,894 in cumulative net losses from inception through September 30, 2025, with a net income of $364,464 for the fiscal year ended September 30, 2025[117]. - The market price of bitcoin ranged from approximately $58,900 to $124,500 during the fiscal year ended September 30, 2025, indicating significant volatility[120]. - The company may require additional financing to sustain and expand operations, which may not be available on favorable terms, adversely affecting financial condition and results[109]. - The expansion into AI and HPC services is expected to increase capital intensity, potentially impacting liquidity and results of operations[112]. - The company maintains cash balances that often exceed federally insured limits, posing a risk of loss if banking institutions fail[114]. - The company produced bitcoin at a time when prices may be low, which could adversely affect investment value[157]. Regulatory and Compliance Risks - The company is monitoring evolving regulations that may impact its operations, particularly in the bitcoin mining and AI sectors[71]. - The company is exposed to regulatory risks, including potential changes in laws governing bitcoin mining and digital assets, which could increase compliance costs and impact operations[14]. - The company is subject to regulatory changes that may require registration as a money services business, potentially incurring substantial compliance costs[190]. - The CFTC may impose additional regulatory oversight on bitcoin transactions, potentially leading to extraordinary, non-recurring expenses for the company[195]. - Future SEC classification of bitcoin as a security could require significant compliance costs and registration, adversely affecting the company's financials[199]. - The company faces risks from potential future regulations in countries like China, India, and Russia, which could restrict cryptocurrency operations[201]. - Changes in environmental regulations could increase operational costs, impacting the company's profitability and expansion plans[202]. Market and Competitive Landscape - The company is subject to significant competition in the bitcoin mining and data center markets, with competitors having greater resources and capitalization, impacting its ability to acquire new miners and secure low-cost electricity[91]. - The company is focused on expanding into large-scale data centers for HPC and AI workloads, facing competition from established operators[62]. - The company faces potential liabilities from discontinued operations, which could adversely affect its financial results[179]. - The company’s ability to mine bitcoin profitably is threatened by rising power prices due to geopolitical events and inflation[161]. - The company must continue to grow its hashrate to remain competitive in the bitcoin mining industry, as the global network hashrate continues to increase[172]. Technological and Operational Risks - The company’s bitcoin mining operations are vulnerable to technological obsolescence and reliance on a global supply chain for hardware, which could increase costs and impact business[14]. - The company is exposed to risks related to technological obsolescence and supply chain disruptions, particularly concerning the import of mining equipment[183]. - The company’s operations are heavily dependent on third-party cloud service providers, and any failures could materially impact business operations and financial condition[153]. - Security threats, including hacking and malware, pose risks to the company's bitcoin holdings and could damage its reputation[146]. - The company may face challenges in liquidating or hedging bitcoin positions during periods of market stress, adversely affecting liquidity and financial condition[140]. Human Resources and Organizational Structure - The company has 314 staff members as of September 30, 2025, with 309 being full-time employees[76]. - The company’s future success is contingent on its ability to attract and retain skilled personnel in a competitive labor market, which may constrain growth and increase operational costs[105]. Strategic Initiatives and Future Outlook - The company is actively pursuing opportunities in AI and HPC hosting, leveraging its expertise in energy management and data center operations[36]. - The company has engaged in strategic acquisitions to expand its operations, including recent acquisitions in Georgia, Mississippi, Wyoming, Texas, and Tennessee, but these may dilute stockholder ownership and introduce integration challenges[100]. - The company launched a bitcoin treasury function in April 2025, exposing it to significant risks and uncertainties in trading activities[185]. - The company anticipates increased scrutiny and regulation surrounding AI and HPC hosting, which may affect its business operations[215].

Financial Results - cbdMD, Inc. announced preliminary net revenues for Q4 and fiscal year ended September 30, 2025[6] - The press release was issued on November 21, 2025, detailing certain operating data for the reported periods[6] - The financial results are not deemed "filed" under the Securities Exchange Act of 1934, ensuring liability protections[6]

Capital Requirements and Regulatory Compliance - RJF, Raymond James Bank, and TriState Capital Bank must comply with U.S. Basel III capital rules, which establish minimum capital requirements and a capital conservation buffer[78]. - Failure to meet capital requirements can lead to regulatory actions that may materially affect financial results, including limitations on dividend payments and stock repurchases[79]. - As of September 30, 2025, both Raymond James Bank and TriState Capital Bank were categorized as well-capitalized, indicating strong financial health[88]. - The Federal Deposit Insurance Corporation (FDIC) assesses banks with over $10 billion in assets, including Raymond James Bank and TriState Capital Bank, using a scorecard method based on regulatory ratings and asset quality[85]. - The Volcker Rule prohibits RJF from engaging in proprietary trading and imposes restrictions on relationships with covered funds, ensuring compliance with market terms[89]. - RJF is required to act as a source of financial strength for its subsidiary banks, potentially providing financial assistance in times of distress[82]. - The SEC mandates that broker-dealer subsidiaries maintain minimum net capital to meet customer commitments, limiting capital transfers to parent companies[98]. - Raymond James Bank and TriState Capital Bank are subject to the Community Reinvestment Act, which requires them to meet the credit needs of their communities[91]. International and Subsidiary Regulations - The Canadian subsidiary, RJ Ltd., is regulated under federal and provincial laws, providing investor protection up to 1 million CAD per client[102]. - Raymond James Financial's UK subsidiaries are regulated by the FCA and provide investment services primarily to high-net-worth individuals, benefiting from the Financial Ombudsman Service and the Financial Services Compensation Scheme[104]. - The German subsidiary, Raymond James Corporate Finance GmbH, is licensed by BaFin and must comply with capital, liquidity, governance, and business conduct requirements[105]. - The majority of asset managers are registered as investment advisers with the SEC, subjecting them to extensive federal and state regulations[106]. Compliance and Data Protection - Compliance with the U.S. Bank Secrecy Act and related laws is mandatory, requiring financial institutions to implement anti-money laundering measures[107]. - The SEC's amendments to Regulation S-P require broker-dealers to adopt incident response programs for unauthorized access to customer information, effective December 21, 2025[114]. - The California Privacy Rights Act, enforceable in 2023, mandates additional disclosures and data rights for California residents[112]. - The E.U. and UK GDPR impose strict data protection compliance requirements on companies processing personal data of E.U. and UK residents[113]. - The company has implemented policies and training to ensure compliance with financial privacy and data security regulations[117]. Management and Forward-Looking Statements - The executive team has undergone significant changes, with multiple new appointments effective October 2024, including a new Chief Financial Officer and Chief Operating Officer[119]. - Forward-looking statements in the annual report highlight potential risks and uncertainties regarding future financial results and market conditions[123].

Financial Performance - Net loss for fiscal 2025 was $46.4 million, or $0.54 per share, compared to a net loss of approximately $43.0 million, or $0.52 per share for fiscal 2024[350]. - Cash and cash equivalents decreased to $102.6 million at September 30, 2025, down from $132.2 million at September 30, 2024[351]. - Cash flows used in operating activities increased by $8.2 million to $(39.0) million in fiscal 2025, primarily due to a decrease in accounts payable[354]. - Net other income for fiscal 2025 was $5.0 million, down from $9.9 million in fiscal 2024, primarily due to a $2.6 million decrease in interest income[348]. Operating Expenses - Operating expenses for fiscal 2025 decreased to $51.4 million, down from $52.9 million in fiscal 2024, primarily due to reduced research and development expenses[345]. - General and administrative expenses rose to $13.8 million in fiscal 2025, compared to $11.0 million in fiscal 2024, largely due to a $1.7 million increase in legal fees[347]. - The company recorded $0.6 million in research and development incentive income for fiscal 2025, a decrease from $2.3 million in fiscal 2024[349]. Research and Development - Total research and development costs for fiscal 2025 were $37.6 million, a decrease of approximately 10.7% from $41.8 million in fiscal 2024[345]. - Research and development expenses include costs for preclinical studies, clinical trials, manufacturing, and employee compensation, with milestone payments expensed upon achievement[373]. - Significant judgments and estimates are made in determining accrued balances and expenses related to clinical trials and external research organizations[374]. Financing and Agreements - The company entered into a Sales Agreement allowing for the sale of up to $150 million in common stock, with $140.4 million remaining unused as of September 30, 2025[361]. - The company has a $150 million Purchase Agreement with Lincoln Park, with $110.8 million remaining unused as of September 30, 2025[368]. Investments and Assets - The average amount invested in interest-bearing securities for the year ended September 30, 2025, was $109.3 million, with a return rate of 4.28%[381]. - At September 30, 2025, the company held net assets of $1.9 million (AUD $2.9 million) in Australian dollars, with a hypothetical 10% change in exchange rates affecting reported net assets by +/- $0.19 million[384]. - A hypothetical 100 basis point change in interest rates would impact net loss by approximately $1.1 million, with no principal loss experienced on investments to date[381]. Foreign Exchange and Inflation - The company does not utilize forward exchange contracts for foreign transactions, settling on a spot exchange basis[382]. - A hypothetical 10% change in foreign exchange rates would not have a material impact on the consolidated financial statements for the year ended September 30, 2025[383]. - Inflation has not had a material impact on the company's results of operations during the periods presented[385]. Other Expenses - The company incurs expenses related to the acquisition of intellectual property, which are expensed due to uncertainties in commercialization[375]. - Share-based compensation expenses are recognized based on the fair value method, with adjustments for actual forfeitures of unvested awards[376][377].

Economic Conditions and Risks - Global economic conditions, including inflation and supply chain disruptions, may negatively impact business operations and financial results[31] - Customers may delay, decrease, or cancel purchases, affecting cash flow and financial condition[32] - Raw material and energy inflation or shortages could harm financial condition and results of operations[34] - Weather-related events may adversely impact business operations and customer demand[35] - International operations expose the company to foreign exchange rate risks that may negatively affect financial performance[47] - Changes in tax laws or geographic mix of earnings could materially impact financial condition and results of operations[51] - Cybersecurity threats are evolving risks that the company addresses through comprehensive risk management strategies[56] - The company has not identified any known cybersecurity threats that have materially affected its business strategy or financial condition[58] Financial Performance - Net sales for fiscal 2025 increased to $3,204 million, a 47% increase from $2,187 million in fiscal 2024[66] - Operating income improved to $5 million in fiscal 2025, compared to a loss of $141 million in fiscal 2024, marking a 104% increase[66] - Projected cash from operations for fiscal 2026 is estimated to be between $170 million and $190 million, with free cash flow projected between $90 million and $110 million[64] - The Americas segment reported net sales of $1,833 million in fiscal 2025, up 23% from $1,493 million in fiscal 2024[71] - The Rest of World segment saw net sales rise to $1,371 million, a 98% increase from $694 million in fiscal 2024[73] - Comprehensive loss for fiscal 2025 was $186 million, a 23% increase from a loss of $151 million in fiscal 2024, primarily due to unfavorable currency translation[70] - Free cash flow for fiscal 2025 was reported at $126 million, with cash flow from operating activities at $103 million[79] - Interest expense increased significantly to $141 million in fiscal 2025, up from $3 million in fiscal 2024, reflecting higher borrowings[69] - At the end of fiscal 2025, the company had a cash balance of $305 million, with 86% located outside the U.S.[81] - The company reported a net loss of $159 million for the fiscal year 2025, compared to a net loss of $154 million in 2024[107] - Cash and cash equivalents rose to $305 million in 2025, compared to $230 million in 2024, indicating a 32.6% increase[112] - The company identified material weaknesses in internal controls related to the merger with Glatfelter and IT systems, which could affect financial reporting reliability[98] - The company's long-term debt stood at $1,952 million as of September 27, 2025, reflecting a significant increase from previous periods[112] - Comprehensive loss for the fiscal year 2025 was $186 million, compared to a comprehensive loss of $151 million in 2024[109] - Cash flows from operating activities generated $103 million, a decrease from $192 million in the prior year[114] - The company reported a consolidated net loss of $159 million for fiscal 2025, compared to a net loss of $154 million in fiscal 2024[187] - Basic and diluted net income per share for fiscal 2025 was $(4.47), an improvement from $(4.84) in fiscal 2024[187] Assets and Liabilities - Total assets increased to $3,989 million in 2025, up from $2,807 million in 2024, reflecting a growth of 42.1%[112] - Goodwill as of September 27, 2025, was reported at $663 million, with no impairment charge recognized during the annual quantitative goodwill impairment test[95] - Inventories increased to $474 million in fiscal 2025 from $259 million in fiscal 2024[132] - Property, plant, and equipment rose to $1,476 million in fiscal 2025, up from $949 million in fiscal 2024[133] - Long-term debt totals $1,952 million, including a $785 million Term Loan and $800 million in 7.25% First Priority Senior Secured Notes, both maturing in 2031[149] - The book value of marketable long-term indebtedness exceeded fair value by $108 million as of September 27, 2025[155] - The Company has a net deferred tax asset of $30 million as of fiscal year 2025, compared to a liability of $21 million in 2024[166] - The Company reported a total current income tax expense of $20 million for fiscal 2025, down from $28 million in 2024[164] Acquisitions and Restructuring - The company may pursue acquisitions or mergers, which could involve risks and affect financial performance[37] - The company completed the acquisition of GLT, which contributed $37 million in cash acquired[114] - The GLT acquisition resulted in a $27 million increase in goodwill, with total consideration for the acquisition at $74 million[147] - For the year ended September 27, 2025, unaudited pro forma net sales from GLT were $3,316 million, contributing $1,145 million to total net sales[148] - The restructuring plan, Project CORE, is expected to yield operational savings over the next two years, with a total restructuring cost of $89 million recognized in fiscal 2025[175] - The company incurred a total of $89 million in restructuring and other activities in fiscal 2025, significantly higher than the $30 million in 2024[176] - Cumulative costs attributed to restructuring programs since 2023 totaled $63 million[177] Shareholder and Compensation Information - The company recognized total share-based compensation expense of $19 million in fiscal 2025, up from $7 million in both fiscal 2024 and 2023[129] - The company had unrecognized compensation expense of $16 million on equity incentive awards as of the fiscal year end[178] - The company had equity incentive shares available for grant of 5 million as of September 27, 2025[179] Tax and Regulatory Matters - The effective tax rate is influenced by various factors, including enacted tax laws and the ability to utilize foreign tax credits[140] - The Company recognized a net loss of $84 million on net investment hedges for the year ended September 27, 2025[154] - The Company has recorded unrecognized tax benefits of $45 million as of fiscal year 2025, an increase from $12 million in 2024[169] Operational Insights - The company has 22 manufacturing facilities in the Americas and 23 in the rest of the world, with 2 and 4 leased facilities respectively[59] - The top customer represented approximately 14% of net sales, while the top ten customers accounted for about 42% of net sales[127] - Total segment operating expenses for fiscal 2025 were $2,850 million, up from $1,905 million in fiscal 2024, indicating a 49.6% increase[181] Future Projections - Future amortization expense for definite lived intangibles is projected at $45 million for fiscal 2026, decreasing to $26 million by fiscal 2030[137] - The Company expects to pay future pension benefits totaling $2 million annually from 2026 to 2030, with an additional $9 million expected from 2031 to 2035[173] - The weighted-average remaining lease term for operating leases decreased from 6.5 years in 2024 to 5.6 years in 2025[160] Documentation and Agreements - The financial statements are incorporated by reference to Item 8 of the report[208] - The company has filed various agreements related to the RMT Transaction, including a Transaction Agreement and a Separation and Distribution Agreement, both dated February 6, 2024[212] - The company has entered into a Term Loan Credit Agreement and an Asset-Based Revolving Credit Agreement, both dated November 4, 2024[212] - The company has established a Deferred Compensation Plan and an Executive Severance Plan, both filed on November 5, 2024[213] - The company has made amendments to the Tax Matters Agreement, with the latest amendment dated October 21, 2024[213] - The company has a 2024 Omnibus Incentive Plan in place, which was incorporated by reference in the report[212] - The company has signed various employment agreements and compensation plans for executives, with the latest dated December 20, 2024[213] - The company has filed a letter from Deloitte & Touche LLP, dated November 4, 2024, as part of the report[213] - The company has a list of subsidiaries and subsidiary guarantors filed as part of the report[213] - The company has certifications from the Chief Executive Officer and Chief Financial Officer included in the report[213]

Government Contracts and Regulations - The U.S. federal government accounted for 81% of the company's revenues for the fiscal year 2025[100] - The company faces risks from potential decreases in U.S. federal government contracts, which could materially affect its financial condition and results[100] - The company is subject to regular audits by U.S. federal government agencies, which can lead to payment delays and financial penalties[107] - A delay in the federal government's budget process could adversely impact the company's revenue and operating results[109] - The company’s contracts are subject to specific procurement regulations, which may impose additional costs and risks compared to private sector contracts[103] - The uncertainty surrounding U.S. federal government spending levels could adversely affect funding for individual programs and delay purchasing decisions by customers[111] - The procurement process for U.S. federal government contracts may change, leading to potential delays and increased costs[114] - Changes in U.S. federal government contracting rules could impair the company's ability to obtain new contracts or renew existing ones[177] - Compliance with U.S. federal government procurement regulations increases performance and compliance costs, which are regularly evolving[166] Financial Risks and Indebtedness - The company has significant indebtedness, which could limit its operational flexibility and increase financial risk[98] - The company is required to test goodwill for possible impairment annually, which could significantly impact financial results if impairment is recorded[161] - The company may incur significant costs for engineering and materials before receiving payment, impacting liquidity and potentially leading to penalties for missed deadlines[126] - The company has a significant amount of indebtedness, including a $1,000 million offering of 7.250% senior notes due August 1, 2032[183] - The credit facility consists of a term facility maturing on September 27, 2031, and a revolving facility maturing on September 27, 2029[183] - A breach of covenants in the credit facility could result in an event of default, adversely affecting the company's financial condition[188] - The company may face substantial indemnification obligations under tax matters agreements, which could adversely affect its financial condition[203] Competition and Market Environment - The company operates in a highly competitive environment, which may lead to loss of market share if it cannot compete effectively[94] - The company faces intense competition in providing engineering and technology solutions, which may pressure contract prices and profit margins[113] - Revenues derived from fixed-price contracts represented 24% of total revenues for fiscal year 2025, exposing the company to risks of cost overruns[123] - 63% of the company's revenues for fiscal year 2025 were generated from cost-plus-fee type contracts, which generally have lower profitability than fixed-price contracts[119] Cybersecurity and Data Privacy - The company is exposed to cybersecurity risks that could result in financial losses and reputational harm[98] - Cybersecurity risks are heightened due to remote work arrangements, which could lead to significant financial losses and reputational harm[138] - The company faces risks related to data privacy and security compliance, which could lead to investigations or penalties[178] - The company must comply with specific cybersecurity requirements under the CMMC program, which could impact its ability to bid on government contracts[179] - The company faces risks related to compliance with data privacy and security laws, which could result in regulatory actions and financial penalties[180] Operational and Environmental Risks - Climate change-related issues could adversely affect the company's equipment and infrastructure, impacting financial performance[102] - Climate change-related events could adversely affect the company's operations, leading to financial losses and increased costs due to natural disasters[230][231] - Regulatory responses to climate change may increase operational costs or potentially reduce demand for the company's services, impacting financial performance[232][233] - The company operates in high-risk locations, which may result in significant security costs and potential harm to employees[153] - The company faces potential adverse impacts from extraordinary events, such as natural disasters or pandemics, which could disrupt operations and increase costs[249] Employee and Labor Relations - The company has approximately 50,000 employees globally, which exposes it to various labor and employment claims, including harassment and discrimination allegations[133] - The expiration of collective bargaining agreements may lead to increased operating costs or labor disruptions, impacting financial results[251] - Employee benefit plan expenses may fluctuate due to inflation and interest rate changes, potentially affecting cash flows[252] - Rising healthcare costs could materially impact the company's financial condition if trends continue[253] - The company participates in Multi-Employer Pension Plans, which could impose liabilities if underfunded[254] Strategic Growth and Acquisitions - The company’s growth strategy includes acquisitions and strategic investments, which carry risks such as assumption of unknown liabilities and difficulties in integration[162] - Significant transaction costs are associated with business combinations and strategic investments, which could affect financial performance[167] - The realization of anticipated benefits from recent transactions depends on successful integration and may be offset by integration costs[192] Governance and Shareholder Matters - Amentum Equityholder holds a significant percentage of Amentum's common stock, influencing shareholder decisions and potentially limiting other shareholders' influence[214] - Amentum's governance documents include anti-takeover provisions that may impede or discourage a change of control[211] - Amentum Equityholder has the right to nominate directors based on its ownership percentage, which could lead to conflicts of interest[216] - Amentum's financial reporting systems may not meet public company requirements, posing risks to future operations and stock price[204] - Amentum's internal control deficiencies could result in restatements of financial statements, impacting investor confidence[206] Intellectual Property and Compliance - The company faces risks related to the protection of its intellectual property, which could impact its competitive advantage if not adequately safeguarded[237][240] - Indemnity provisions in agreements may expose the company to substantial liability for intellectual property infringement or other violations, affecting business relationships and financial conditions[244] - The company is subject to impairment testing for long-lived assets, which could lead to significant charges if cash flow levels are insufficient[245] Economic and Market Conditions - Continuing elevated inflation and rising interest rates could reduce demand for services and decrease profits on existing fixed-price contracts[119] - Economic downturns and political uncertainties may negatively affect customer spending and project funding, leading to reduced demand for the company's services[234][235] - The company's stock price may experience volatility influenced by various factors, including government spending patterns and economic conditions[223][224] - The company anticipates potential dilution of ownership due to equity awards granted to directors, officers, and employees, as well as possible equity issuance for acquisitions[220]

Acquisitions and Mergers - BD completed the acquisition of Edwards Lifesciences' Critical Care product group for a fair value of $3.914 billion, now reported as BD Advanced Patient Monitoring[18]. - BD entered into a definitive agreement to combine its Biosciences and Diagnostic Solutions business with Waters Corporation, expecting to receive approximately $4 billion in cash distribution prior to completion[19]. - BD's shareholders are expected to own approximately 39.2% of the combined company post-transaction with Waters Corporation[19]. - The proposed combination with Waters is expected to result in shareholders owning approximately 39.2% of the combined company, pending regulatory approvals[127]. - The transaction with Waters is anticipated to close around the end of Q1 2026, but completion is not guaranteed[127]. - The spin-off of Embecta Corp. was completed on April 1, 2022, and is intended to be tax-free; however, any failure to meet conditions could result in tax liabilities[130][131]. Financial Performance - Worldwide revenues in 2025 reached $21.840 billion, an increase of 8.2% from the prior year, driven by a 4.8% contribution from the acquisition of Advanced Patient Monitoring[182]. - Cash flows from continuing operating activities were $3.430 billion in 2025, with $859 million in cash and equivalents at the end of the fiscal year[182]. - The Medical segment reported total revenues of $11.456 billion in 2025, reflecting a 13.7% increase compared to 2024[186]. - The Advanced Patient Monitoring unit, acquired in September 2024, generated $1.082 billion in revenue in 2025, significantly contributing to the Medical segment's growth[186]. - The Medication Management Solutions unit experienced a revenue increase of 5.4% in 2025, driven by strong sales of infusion systems[186]. - Medical segment operating income for 2025 was $4,140 million, representing a 15.5% increase from $3,583 million in 2024, with an operating income margin of 36.1%[190]. - Life Sciences segment revenues totaled $5,167 million in 2025, a slight decline of 0.5% compared to $5,191 million in 2024, with a segment operating income of $1,641 million, or 31.8% of revenues[191][193]. - Interventional segment revenues increased by 4.8% to $5,217 million in 2025, with operating income rising to $2,253 million, reflecting a margin of 43.2%[196][198]. - U.S. revenues reached $12,790 million in 2025, a 9.7% increase from $11,663 million in 2024, largely driven by the Advanced Patient Monitoring unit's sales[199]. - International revenues grew by 6.3% to $9,049 million in 2025, supported by strong sales across all Interventional segment units[201]. - Emerging market revenues increased by 2.6% to $3,133 million in 2025, with strong sales in Greater Asia and Latin America, despite declines in China[205]. Regulatory and Compliance Issues - BD's operations are subject to increasing regulatory scrutiny from agencies like the FDA, affecting product development and market availability[34]. - The FDA issued a non-compliance letter to CareFusion 303, Inc. regarding quality system issues, requiring a comprehensive corrective action plan[40]. - Increased regulation on ethylene oxide emissions may impact BD's sterilization operations and lead to additional costs[48]. - The company is facing potential penalties of $15,000 per day for violations of the Consent Decree, with a maximum of $15 million per year[42]. - The company has business continuity plans to mitigate potential disruptions in sterilization operations, although these may not fully offset impacts[50]. - The FDA has issued warning letters affecting the BD Alaris™ infusion pump business, necessitating compliance and remediation efforts[114]. - The company received FDA 510(k) clearance for the updated BD Alaris™ Infusion System, with remediation expected to be substantially complete over the next calendar year[115]. - The European Union's Medical Device Regulation (EU MDR) and In Vitro Diagnostic Regulation (EU IVDR) impose stricter requirements, with compliance costs expected to be significant[116]. - The EU MDR is fully applicable since May 2021, with extended application until 2027 for higher-risk devices and 2028 for others[116]. - Increased regulation may necessitate temporary suspensions of sterilization operations, impacting production capacity and potentially leading to civil litigation[102]. - The company faces extensive regulatory scrutiny, which may increase compliance costs and impact financial performance[110]. Research and Development - BD's R&D activities are primarily conducted in North America, with significant presences in Greater Asia and Europe, collaborating with universities and medical centers[27]. - Research and development expenses as a percentage of revenues increased in 2025, primarily due to costs associated with the Advanced Patient Monitoring unit[192]. - The company’s future growth relies on successful new product development, which requires substantial investment in R&D and regulatory approvals[83]. Market and Competitive Landscape - The company faces increased pricing pressures due to the entry of low-cost manufacturers in the medical technology market[29]. - The medical technology industry is highly competitive, with significant competition from both established companies and new entrants, including technology firms[76]. - Changing customer preferences and regulatory demands require BD to adapt its product offerings and market strategies to remain competitive[77]. - Rapid technological changes in the industry necessitate continuous innovation to prevent product obsolescence[78]. - The medical technology industry is experiencing significant consolidation, increasing competition and downward pricing pressure for medical device suppliers[79]. - Changes in reimbursement practices and healthcare funding could adversely affect demand and pricing for the company's products[80]. - The proposed expansion of the Competitive Bidding Program by the Center for Medicaid Services could significantly influence the cost structure of certain medical devices in the U.S.[81]. - A reduction in government funding for research and development has been observed, impacting customer spending and potentially affecting the company's sales[82]. Operational Challenges - The company faces risks from global economic conditions, including inflation and supply chain disruptions, which could impact demand for products[68]. - Supply chain disruptions and reliance on sole suppliers for certain raw materials could negatively impact manufacturing and sales[96]. - The company is integrating AI into its products and operations, which presents various regulatory and operational challenges[94]. - The competitive labor market poses challenges in attracting and retaining skilled employees, potentially increasing operational costs[86]. - The company has manufacturing operations worldwide, but interruptions due to various factors could adversely affect product manufacturing and lead to lost revenues[98]. - Many products require sterilization, and limited capacity at qualified facilities could impact the ability to sterilize products, affecting operating results and financial condition[99]. - Cost volatility in raw materials, particularly resin, could negatively impact future operating results, despite cost containment measures[103]. - Climate change and related regulations may increase operational costs and affect supply chain availability, impacting business operations[104]. Employee Engagement and Corporate Culture - BD employs approximately 72,000 associates across 61 countries as of September 30, 2025[52]. - The company has reintroduced performance ratings and calibration in 2025 to enhance performance differentiation and align rewards with individual contributions[53]. - BD University provides all associates access to internal learning resources aimed at developing core and management capabilities[55]. - The total rewards program includes market-competitive pay, stock grants, bonuses, healthcare benefits, and flexible work schedules to support associate well-being[56]. - BD was recognized as one of America's Most Innovative Companies by Fortune and received the "Best Employers: Excellence in Health & Well-being Award" from the Business Group on Health in 2025[61]. Cybersecurity - BD achieved ISO/IEC 27001:2022 certification in 2022, demonstrating compliance with internationally recognized cybersecurity standards[140]. - The company has a comprehensive cybersecurity risk management program guided by the NIST Cybersecurity Framework 2.0, focusing on protecting BD products and data[138]. - BD's Chief Information Security Officer (CISO) leads the cybersecurity risk management program, supported by a team with over 20 years of experience in information security[145]. - The company has engaged third-party auditors for annual surveillance audits to ensure compliance with cybersecurity standards, with the latest audit confirming ongoing adherence[140]. - BD's cybersecurity program includes mandatory quarterly training for associates and contractors, along with monthly phishing simulations to enhance awareness[139]. - The company actively monitors third-party cybersecurity risks throughout the procurement lifecycle, including assessments and remediation measures[142].

Financial Performance - In fiscal 2025, Aramark generated total revenue of $18.5 billion, with an operating income of $791.8 million and a net income attributable to stockholders of $326.4 million[21]. - Revenue for fiscal 2025 increased by 6.4% to $18,506.3 million compared to $17,400.7 million in fiscal 2024, driven by base business growth and the estimated impact of the fifty-third week[185][186]. - Operating income increased by $85.3 million to $791.8 million, reflecting improved revenue and cost management[185][190]. - Net income from continuing operations grew by 24.8% to $326.9 million, up from $261.9 million in the prior year[185]. - Interest expense, net decreased by 6.8% to $341.9 million, attributed to prior year payments and refinancing activities[192]. - The effective tax rate for fiscal 2025 was 24.1%, down from 28.2% in fiscal 2024, due to favorable tax effects from foreign subsidiaries[193]. Revenue Segmentation - The FSS United States segment contributed $13,211.9 million, accounting for 71% of total revenue, while the FSS International segment generated $5,294.4 million, representing 29% of total revenue[20][27]. - Approximately two-thirds of Aramark's revenue in fiscal 2025 was derived from profit and loss contracts, while one-third came from client interest contracts[44][45]. - Revenue from the FSS United States segment rose by 5.1% to $13,211.9 million, with notable growth in Business & Industry and Sports, Leisure & Corrections sectors[196]. - FSS International segment revenue increased by approximately 9.8% to $5,294.4 million in fiscal 2025 from $4,824.0 million in fiscal 2024[200]. Employee and Workforce - The company has a workforce of approximately 278,390 employees serving millions of customers globally[18]. - As of October 3, 2025, Aramark employed approximately 278,390 individuals, with 144,240 in FSS United States and 133,690 in FSS International[52]. - In fiscal 2025, Aramark hired approximately 90,000 new employees, a slight decrease from approximately 93,000 in fiscal 2024, with 94% being hourly employees[54]. - Approximately 39,000 employees in the United States and Canadian operations were covered by collective bargaining agreements as of October 3, 2025[52]. - The company has approximately 39,000 employees in the United States and Canada represented by unions, which could increase overall costs and affect operational flexibility[95]. Sustainability and Social Responsibility - Aramark's sustainability platform, "Be Well. Do Well.", focuses on achieving science-based greenhouse gas reduction targets validated by the Science Based Targets Initiative[49]. - In fiscal 2025, nearly 8,000 employees participated in 380 service projects benefiting community members in 200 cities across 13 countries[55]. - As of October 3, 2025, 36% of Aramark's Board of Directors and 57% of the CEO's direct reports were female, reflecting the company's commitment to diversity and inclusion[53]. - The company’s employee resource groups consist of over 5,000 employees across 15 countries, promoting a culture of inclusion and support for frontline associates[53]. Competition and Market Environment - Aramark's competitive landscape includes major competitors such as Compass Group plc, Sodexo SA, and regional service providers[46]. - The company faces significant competition in the food and support services sector, with many competitors willing to underbid or accept lower profit margins[78]. - The company may face challenges in retaining clients and renewing contracts on favorable terms due to increased competition and economic pressures[74]. Operational Challenges - Economic downturns and external factors such as inflation and supply chain disruptions have adversely affected demand for the company's services[69]. - The company has experienced increased operating costs due to rising food prices, wages, and other labor-related expenses, impacting profitability[79]. - The company faces challenges in sourcing raw materials and finished products due to global supply chain disruptions, which may lead to delivery delays and increased costs[86]. - Natural disasters and extreme weather events have previously resulted in business disruptions and may continue to impact revenue[71]. Regulatory and Compliance Issues - Aramark's operations are subject to various federal, state, and local regulations, including environmental, labor, and food safety laws, which may impact operational costs[57]. - The company is subject to risks related to compliance with various international regulations, including anti-corruption laws and labor laws[82]. - The company is subject to numerous complex laws and regulations related to food safety, which could result in significant liability and reputational harm[98]. - Compliance with employment laws and regulations is increasingly challenging, potentially impacting the company's ability to attract and retain talent[90]. Debt and Financial Obligations - As of October 3, 2025, the company's outstanding indebtedness was $5,405.9 million, with additional availability of $1,161.7 million under revolving credit facilities and $625.0 million under the Receivables Facility[116]. - The company is highly leveraged, which could limit its ability to react to economic changes and expose it to interest rate risks[116]. - The variable rate indebtedness may significantly increase debt service obligations if interest rates rise, negatively impacting net income and operating cash flows[118]. - The company currently believes it has adequate cash flows to service its indebtedness, but rising interest rates could impact its ability to maintain sufficient cash flows for debt service obligations[120]. Cybersecurity and Data Protection - The company maintains a global cybersecurity program to manage evolving cyber risks, although it has experienced cyber-based attacks without material adverse effects to date[109]. - The company has implemented a layered cybersecurity program to protect sensitive data, which includes ongoing risk assessments and compliance with industry standards[136]. - The cybersecurity team conducts regular assessments and has engaged third-party firms to enhance monitoring and incident response capabilities[143]. - The Audit Committee oversees cybersecurity programs and receives regular updates on risks and mitigation strategies from the Chief Information Security Officer (CISO)[145].